SUB-ITEM 77Q1(a)
AMENDMENT NO. 4
TO
AMENDED AND RESTATED
AGREEMENT AND DECLARATION OF TRUST
OF
AIM SPECIAL OPPORTUNITIES FUNDS
This Amendment No. 4 to the Amended and Restated Agreement and
Declaration of Trust of AIM Special Opportunities Funds (this "Amendment")
amends, effective as of March 14, 2001, the Amended and Restated Agreement and
Declaration of Trust of AIM Special Opportunities Funds dated as of November 5,
1998, as amended (the "Agreement").
NOW, THEREFORE, the Agreement is hereby amended as follows:
1. Unless defined herein, each capitalized term used in this Amendment
shall have the meaning given it in the Agreement.
2. Section 4.3 is hereby amended and restated in its entirety as follows:
"Section 4.3. Action by the Trustees. The Board of Trustees
or any committee thereof shall act by majority vote of those
present at a meeting duly called (including a meeting by
telephonic or other electronic means, unless the 1940 Act
requires that a particular action be taken only at a meeting
of the Trustees in person) at which a quorum required by the
Bylaws is present. Any action that may be taken by the Board
of Trustees or any committee thereof by majority vote at a
meeting duly called and at which a quorum required by the
Bylaws is present, may also be taken by written consent of at
least seventy-five percent (75%) of the Trustees or members
of the committee, as the case may be, without a meeting,
provided that the writing or writings are filed with the
minutes of proceedings of the Board or committee. Written
consents or waivers of the Trustees may be executed in one or
more counterparts. Any written consent or waiver may be
provided and delivered to the Trust by any means by which
notice may be given to a Trustee. Subject to the requirements
of the 1940 Act, the Trustees by Majority Trustee Vote may
delegate to any Trustee or Trustees authority to approve
particular matters or take particular actions on behalf of
the Trust."
3. All references in the Agreement to "this Agreement" shall mean the
Agreement as amended by this Amendment.
4. Except as specifically amended by this Amendment, the Agreement is
hereby confirmed and remains in full force and effect.
IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the
Trust, has executed this Amendment as of March 14, 2001.
/s/ Xxxxxx X. Xxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxx
Title: President
