SUB-ITEM 77Q1(A)
AMENDMENT NO. 2
TO
AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
OF
AIM SPECIAL OPPORTUNITIES FUNDS
This Amendment No. 2 to the Amended and Restated Agreement and
Declaration of Trust of AIM Special Opportunities Funds (this "Amendment")
amends, effective as of May 10, 2000, the Amended and Restated Agreement and
Declaration of Trust of AIM Special Opportunities Funds dated as of November 5,
1998 (the "Restated Agreement").
Under Section 9.7 of the Restated Agreement, this Amendment may be
executed by a duly authorized officer of the Trust.
NOW, THEREFORE, the Restated 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 Restated Agreement.
2. A new Section 1.2(j) is hereby added to the Restated
Agreement to read in full as follows:
"(j) `fund complex' has the meaning specified in
Regulation 14A under the Securities Exchange Act
of 1934, as amended from time to time;"
With the addition of new Section 1.2(j) above, existing
Sections 1.2(j) through 1.2(z) are hereby renumbered as Sections 1.2(k) through
1.2(aa), respectively.
3. Section 2.6(a) is hereby amended and restated in its
entirety to read as follows:
"(a) Subject to the provisions of paragraph (c)
below, all Class B Shares other than those
purchased through the reinvestment of dividends
and distributions shall automatically convert to
Class A Shares at the end of the month which is
eight (8) years after the date on which a
shareholder's order to purchase such shares was
accepted."
4. The first sentence of Section 4.3 is hereby amended and
restated in its entirety to read as follows:
"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 or by written consent of at least seventy-five
percent (75%) of
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the Trustees or 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."
5. A new Section 4.7 is hereby added to the Restated Agreement
to read in full as follows:
"Section 4.7. Independent or Disinterested Trustee. A
Trustee who is not an interested person of the Trust shall
be deemed to be independent and disinterested under the
Delaware Act and other applicable Delaware law when making
any determinations or taking any action as a Trustee.
Service by a person as a trustee or a director of one or
more trusts, corporations or other entities of a fund
complex shall not be considered in determining whether a
trustee is independent or disinterested under the Delaware
Act and other applicable Delaware law."
6. All references in the Restated Agreement to "this Agreement"
shall mean the Restated Agreement as amended by this Amendment and all prior
amendments thereto.
7. Except as specifically amended by this Amendment, the Restated
Agreement (including all prior amendments) 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 May 10, 2000.
/s/Robert H. Graham
-------------------------
Name: Robert H. Graham
Title: President
