SUB-ITEM 77Q1(a)
AMENDMENT NO. 4 TO
AGREEMENT AND DECLARATION OF TRUST OF AIM SECTOR FUNDS
This Amendment No. 4 (the "Amendment") to the Agreement and Declaration of
Trust of AIM Sector Funds (the "Trust") amends the Agreement and Declaration of
Trust of the Trust dated as of July 29, 2003, as amended (the "Agreement").
At a meeting held on August 4, 2005, the Board of Trustees of the Trust,
in accordance with Section 9.7 of the Agreement, approved amendments to 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. A new Section 2.6A of the Agreement is hereby added after Section 2.6
of the Agreement as set forth below:
"Section 2.6A. Additional Rights and Preferences of Class K Shares. In
addition to the relative rights and preferences set forth in Section
2.5 and all other provisions of this Agreement relating to Shares of
the Trust generally, any Class of any Portfolio designated as Class K
Shares shall have the following rights and preferences:
(a) Conversion of Class K Shares. At the Effective Time described in
Section 2.6A(d) below, all of the issued and outstanding Class K
Shares of any Portfolio of the Trust offering Class K Shares
shall convert to Class A Shares of the applicable Portfolio
based upon their respective net asset values, and thereafter
shall have the attributes of Class A Shares of the applicable
Portfolio. All issued and outstanding Class K Shares shall
thereafter be deemed to be cancelled. The stock transfer books
for Class K Shares of a Portfolio will be closed at the
Effective Time and only requests for redemption of Class K
Shares of a Portfolio received in proper form prior to the close
of trading on the New York Stock Exchange on the date of the
Effective Time shall be accepted. Thereafter, redemption
requests received by a Portfolio for its Class K Shares shall be
deemed to be a redemption requests for Class A Shares into which
Class K Shares were converted.
(b) Attribution of Assets and Liabilities. At the Effective Time
described in Section 2.6A(d) below, the proportionate undivided
interest in the net assets of a Portfolio attributable to its
Class K Shares shall become a part of the proportionate
undivided interest in the net assets of the Portfolio
attributable to its Class A Shares, and the expenses, costs,
charges and reserves allocated to the Class K Shares of a
Portfolio immediately prior to the Effective Time shall become
expenses, costs, charges and reserves of Class A Shares of such
Portfolio. The Portfolio shall instruct its transfer agent to
reflect in the transfer agent's records the attribution of the
Class K Shares in the manner described above.
(c) Shareholder Accounts. At the Effective Time described in Section
2.6A(d) below, each shareholder of record of Class K Shares of a
Portfolio will receive that number of Class A Shares of such
Portfolio having an aggregate net asset value equal to the net
asset value of the Class K Shares of such Portfolio held by such
shareholder immediately prior to the Effective Time. Each
Portfolio will establish an open account on its records in the
name of each Class K shareholder to which will be credited the
respective number of Class A Shares of such Portfolio due to
such shareholder. Fractional Class K Shares will be carried to
the third decimal place. Certificates representing Class A
Shares will not be issued. The net asset value of the Class A
Shares and Class K Shares will be determined at the Effective
Time in accordance with the policies and procedures of the
applicable Portfolio as set forth in its registration statement.
(d) The conversion of Class K Shares into Class A Shares shall occur
October 21, 2005 at 5:00 p.m. Eastern time or such later date
and time as the officers of the Trust shall determine (the
"Effective Time")."
(e) If, prior to the Effective Time, (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 K Shares of that
Portfolio will not convert to the Class A Shares unless the
Class K 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 K Shareholders. Should such
increase in expenses not be submitted to a vote of the Class K
Shareholders or, if submitted, should the Class K 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 K
Shares of that Portfolio will be exchanged or converted into New
Class A Shares no later than Effective Time. 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 K Shares of that Portfolio for a new class of that
Portfolio (the "New Class K Shares"), identical in all material
respects to the Class K Shares of that Portfolio except that the
New Class K Shares will convert into the New Class A Shares at
the Effective Time. Such exchanges or conversions shall be
effected in a manner that the Trustees reasonably believe will
not be subject to federal taxation.
2. Effective as of October 22, 2005, Schedule A of the Agreement is
hereby amended and restated to read in its entirety as set forth on
2
Exhibit 1 to this Amendment effective as of the Effective Time as set
forth in Section 2.6A of the Agreement.
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 August 4, 2005.
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------
Name: Xxxxxx X. Xxxxxx
Title: President
3
EXHIBIT 1 TO AMENDMENT NO. 4
TO
AGREEMENT AND DECLARATION OF TRUST
OF AIM SECTOR FUNDS
"SCHEDULE A
AIM SECTOR FUNDS
PORTFOLIOS AND CLASSES THEREOF
PORTFOLIO CLASSES OF EACH PORTFOLIO
--------- -------------------------
AIM Energy Fund Class A Shares
Class B Shares
Class C Shares
Institutional Class Shares
Investor Class Shares
AIM Financial Services Fund Class A Shares
Class B Shares
Class C Shares
Institutional Class Shares
Investor Class Shares
AIM Gold & Precious Metals Fund Class A Shares
Class B Shares
Class C Shares
Institutional Class Shares
Investor Class Shares
AIM Leisure Fund Class A Shares
Class B Shares
Class C Shares
Class R Shares
Institutional Class Shares
Investor Class Shares
AIM Technology Fund Class A Shares
Class B Shares
Class C Shares
Institutional Class Shares
Investor Class Shares
A-1
PORTFOLIO CLASSES OF EACH PORTFOLIO
--------- -------------------------
AIM Utilities Fund Class A Shares
Class B Shares
Class C Shares
Institutional Class Shares
Investor Class Shares"
A-2
