SUB-ITEM 77Q1(a)
AMENDMENT NO. 2
TO
AGREEMENT AND DECLARATION OF TRUST
OF
AIM SUMMIT FUND
This Amendment No. 2 to the Agreement and Declaration of Trust of AIM
Summit Fund (this "Amendment") amends, effective as of December 13, 2000, the
Agreement and Declaration of Trust of AIM Summit Fund dated as of December 6,
1999, as amended (the "Agreement").
Under Section 9.7 of the Agreement, this Amendment may be executed by
a duly authorized officer 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. Section 1.2(g) is hereby amended and restated in its entirety
to read as follows:
"(g) "Class Expenses" means expenses incurred by a
particular Class in connection with a shareholder
services arrangement or a distribution plan that is
specific to such Class or any other differing share
of expenses or differing fees, in each case pursuant
to a plan adopted by the Trust pursuant to Rule
18f-3 under the 1940 Act, as such plan or Rule may
be amended from time to time."
3. The second sentence of Section 2.3(b) is hereby amended and
restated in its entirety to read as follows:
"Each Class so established and designated shall represent a
Proportionate Interest (as defined in Section 2.5(d)) in the
net assets belonging to that Portfolio and shall have
identical voting, dividend, liquidation, and other rights and
be subject to the same terms and conditions, except that (1)
Class Expenses allocated to a Class for which such expenses
were incurred shall be borne solely by that Class, (2) other
expenses, costs, charges, and reserves allocated to a Class
in accordance with Section 2.5(e) may be borne solely by that
Class, provided that the allocation of such other expenses,
costs, charges, and reserves is not specifically required to
be set forth in a plan adopted by the Trust pursuant to Rule
18f-3 under the Act, (3) dividends declared and payable to a
Class pursuant to Section 7.1 shall reflect the items
separately allocated thereto pursuant to the preceding
clauses, (4) each Class may have separate rights to convert
to another Class, exchange rights, and similar rights, each
as determined by the Trustees, and (5) subject to Section
2.6(c), each Class may have exclusive voting rights with
respect to matters affecting only that Class."
4. Section 2.6(c) is hereby amended and restated in its entirety
to read as follows:
"(c) If (1) the Class A Shareholders of a Portfolio
approve any increase in expenses allocated to the
Class A Shares of that Portfolio in connection with
(A) a Plan of Distribution adopted pursuant to Rule
12b-1 under the 1940 Act, (B) a non-Rule 12b-1
shareholder services plan or (C) any other plan or
arrangement whereby Classes of that Portfolio pay a
different share of other expenses, not including
advisory or custodial fees or other expenses related
to the management of the Trust's assets, then (2) the
Class B Shares of that Portfolio will stop converting
to the Class A Shares unless the Class B Shareholders
of that Portfolio, voting separately, approve the
increase in expenses. The Trustees shall have sole
discretion in determining whether such increase in
expenses is submitted to a vote of the Class B
Shareholders. Should such increase in expenses not
be submitted to a vote of the Class B Shareholders
or, if submitted, should the Class B Shareholders
fail to approve such increase in expenses, the
Trustees shall take such action as is necessary to:
(1) create a new class of that Portfolio (the "New
Class A Shares") which shall be identical in all
material respects to the Class A Shares of that
Portfolio as they existed prior to the implementation
of the increase in expenses; and (2) ensure that the
existing Class B Shares of that Portfolio will be
exchanged or converted into New Class A Shares no
later than the date such Class B Shares were
scheduled to convert to Class A Shares. If deemed
advisable by the Trustees to implement the foregoing,
and at the sole discretion of the Trustees, such
action may include the exchange of all Class B Shares
of that Portfolio for a new class of that Portfolio
(the "New Class B Shares"), identical in all material
respects to the Class B Shares of that Portfolio
except that the New Class B Shares will automatically
convert into the New Class A Shares. Such exchanges
or conversions shall be effected in a manner that the
Trustees reasonably believe will not be subject to
federal taxation."
5. Section 2.8 is hereby amended by deleting the clause ", except as
provided herein or by applicable law," from the second sentence of Section 2.8.
6. Section 4.7 is hereby amended and restated in its entirety to
read as follows:
"Section 4.7. Independent Trustee. A Trustee who is an
"Independent Trustee," as that term is defined in the
Delaware Act, shall be deemed to be an Independent Trustee
when making any determinations or taking any action as a
Trustee."
7. All references in the Agreement to "this Agreement" shall
mean the Agreement as amended by this Amendment.
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8. Except as specifically amended by this Amendment, the
Agreement is hereby confirmed and remains in full force an effect.
IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the
Trust, has executed this Amendment as of December 13, 2000.
/s/ Xxxxxx X. Xxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxx
Title: President
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