EXHIBIT 2(a)(1)(b)


                                 AMENDMENT NO. 1
                                       TO
                       AGREEMENT AND DECLARATION OF TRUST
                                       OF
                             AIM FLOATING RATE FUND

         This Amendment No. 1 to the Agreement and Declaration of Trust of AIM
Floating Rate Fund (this "Amendment") amends, effective as of May 24, 2000, the
Agreement and Declaration of Trust of AIM Floating Rate Fund dated as of
December 6, 1999 (the "Agreement").

         Under Section 9.8 of the Agreement, this Amendment may be executed by a
majority of the Trustees of the Trust.

         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. A new Section 1.2(g) is hereby added to the Agreement to read in
full as follows:

                  "(g)     '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(g) above, existing
         Sections 1.2(g) through 1.2(o) are hereby renumbered as Sections 1.2(h)
         through 1.2(p), respectively.

         3. The first sentence of Section 4.3 is hereby amended and restated in
its entirety to read as follows:

                  "The Trustees 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 is present, or by written consent
                  of at least seventy-five percent (75%) of the Trustees without
                  a meeting, provided that the writing or writings are filed
                  with the minutes of proceedings of the Board of Trustees."

         4. A new Section 4.7 is hereby added to the Agreement to read in its
entirety 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."

         5. All references in the Agreement to "this Agreement" shall mean the
Agreement as amended by this Amendment.

         6. Except as specifically amended by this Amendment, the Agreement is
hereby confirmed and remains in full force and effect.

          IN WITNESS WHEREOF, the undersigned Trustees of the Trust have
executed this Amendment as of May 24, 2000.




/s/ C. DEREK ANDERSON                           /s/ FRANK S. BAYLEY
---------------------------------               --------------------------------
C. Derek Anderson, Trustee                      Frank S. Bayley, Trustee


/s/ ROBERT H. GRAHAM                            /s/ RUTH H. QUIGLEY
---------------------------------               --------------------------------
Robert H. Graham, Trustee                       Ruth H. Quigley, Trustee







                                       2