SUB-ITEM 77Q1(a)
AMENDMENT NO. 2
TO
AGREEMENT AND DECLARATION OF TRUST
OF
AIM EQUITY FUNDS
This Amendment No. 2 to the Agreement and Declaration of Trust of AIM
Equity Funds (this "Amendment") amends, effective as of December 13, 2000, the
Agreement and Declaration of Trust of AIM Equity Funds 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."
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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.
8. 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 December 13, 2000.
/s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: President
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