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EXHIBIT a(2)(c)
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."
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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.
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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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