SUB-ITEM 77Q1(a)
AMENDMENT NO. 2 TO
AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF
AIM INTERNATIONAL MUTAL FUNDS
This Amendment No. 2 (the "Amendment") to the Amended and Restated
Agreement and Declaration of Trust of AIM International Mutual Funds (the
"Trust") amends, effective as of July 5, 2006, the Amended and Restated
Agreement and Declaration of Trust of the Trust dated as of September 14, 2005,
as amended (the "Agreement").
By consent dated as of July 5, 2006, the Board of Trustees of the
Trust, in accordance with Section 9.7 of the Agreement, approved the 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 added after Section 2.6 of the
Agreement as set forth below:
"Section 2.6A. Additional Conversion Rights and Preferences of Certain
Class B Shares. In addition to the relative rights and preferences set
forth in Section 2.5 and Section 2.6 and all other provisions of this
Agreement relating to Shares of the Trust generally, any Class of any
Portfolio designated as Class B Shares that were acquired by (i) exchange
offer from closed-end AIM Floating Rate Fund, or (ii) exchange offer from
a Portfolio or any other series portfolio in the AIM fund complex if such
shares were previously acquired by exchange offer from closed-end AIM
Floating Rate Fund (the "Legacy Class B Shares") shall have the following
rights and preferences:
(a) Conversion of Legacy Class B Shares. At the Legacy Class B
Share Conversion Effective Time described in Section 2.6A(d)
below, all of the issued and outstanding Legacy Class B Shares
of any Portfolio of the Trust offering Legacy Class B 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 Legacy Class B Shares
shall thereafter be deemed to be cancelled. The stock transfer
books for Legacy Class B Shares of a Portfolio will be closed
at the Legacy Class B Share Conversion Effective Time and only
requests for redemption of Legacy Class B 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
Legacy Class B Share Conversion Effective Time shall be
accepted. Thereafter, redemption requests received by a
Portfolio for Legacy Class B Shares shall be deemed to be a
redemption requests for Class A Shares into which Legacy Class
B Shares were converted.
(b) Attribution of Assets and Liabilities. At the Legacy Class B
Share Conversion Effective Time described in Section 2.6A(d)
below, the proportionate undivided interest in the net assets
of a Portfolio attributable to Legacy Class B Shares shall
become a part of the proportionate
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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 Legacy Class B Shares of
a Portfolio immediately prior to the Legacy Class B Share
Conversion 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 Legacy Class B
Shares in the manner described above.
(c) Shareholder Accounts. At the Legacy Class B Share Conversion
Effective Time described in Section 2.6A(d) below, each
shareholder of record of Legacy Class B 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 Legacy Class B Shares of such Portfolio held by
such shareholder immediately prior to the Legacy Class B Share
Conversion Effective Time. Each Portfolio will establish an
open account on its records in the name of each Legacy Class B
Shareholder to which will be credited the respective number of
Class A Shares of such Portfolio due to such shareholder.
Fractional Legacy Class B 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
Legacy Class B Shares will be determined at the Legacy Class B
Share Conversion Effective Time in accordance with the
policies and procedures of the applicable Portfolio as set
forth in its registration statement.
(d) The conversion of Legacy Class B Shares into Class A Shares
shall occur July 27, 2006 at 5:00 p.m. Eastern time or such
later date and time as the officers of the Trust shall
determine (the "Legacy Class B Share Conversion Effective
Time").
(e) If, prior to the Legacy Class B Share Conversion 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 Legacy Class B Shares of that
Portfolio will not convert to the Class A Shares unless the
Legacy 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 Legacy
Class B Shareholders. Should such increase in expenses not be
submitted to a vote of the Legacy Class B Shareholders or, if
submitted, should the Legacy 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 Legacy 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
Legacy Class B Shares of that Portfolio will be exchanged or
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converted into New Legacy Class A Shares no later than the
Legacy Class B Share Conversion 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 Legacy Class B Shares of that Portfolio
for a new class of that Portfolio (the "New Legacy Class B
Shares"), identical in all material respects to the Legacy
Class B Shares of that Portfolio except that the New Legacy
Class B Shares will convert into the New Legacy Class A Shares
at the Legacy Class B Share Conversion 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. All references in the Agreement to "this Agreement" shall mean the
Agreement as amended by this Amendment.
3. 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 July 27, 2006.
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: President
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