AMENDMENT NO. 1
TO THE
AMENDED AND RESTATED AGREEMENT
AND DECLARATION OF TRUST
OF
AIM SECTOR FUNDS
This Amendment No. 1 ("Amendment") to the Amended and Restated Agreement and
Declaration of Trust of AIM Sector Funds amends, effective as of May 24, 2006,
the Amended and Restated Agreement and Declaration of Trust of AIM Sector Funds
(the "Trust") dated as of September 14, 2005 (the "Agreement").
Under Section 9.7 of the Agreement, a duly authorized officer of the Trust
may execute this Amendment.
WHEREAS, the Trust desires to amend the Agreement to provide more
flexibility in (i) the timing of automatically converting Class B Shares to
Class A Shares; and (ii) redeeming shares at the option of the Trust;
NOW, THEREFORE, the Agreement is hereby amended as follows:
1. Section 2.6(a) of the Agreement is amended and restated to read as
follows:
Subject to the provisions of paragraph (c) below, all Class B Shares other
than those purchased through the reinvestment of dividends and distributions
shall automatically convert to Class A Shares on or about the end of the
month which is no less than 96 months and no more than 97 months after the
date on which a Shareholder's order to purchase such shares was accepted.
2. Section 7.3 of the Agreement is amended and restated to read as follows:
7.3 Redemptions at the Option of the Trust. The Trust shall have the right,
at its option, upon no less than 30 days notice to the affected Shareholder
at any time to redeem Shares of any Shareholder at the net asset value of
such Shares: (A) if at such time such Shareholder owns Shares of any
Portfolio having an aggregate net asset value of less than an amount
determined from time to time by the Trustees; or (B) to the extent that such
Shareholder owns Shares equal to or in excess of a percentage of the
outstanding Shares of the Trust or of any Portfolio, as such percentage may
be determined from time to time, in each case subject to such terms and
conditions as are set forth in the registration statement of the Trust in
effect from time to time.
3. Section 7.4 of the Agreement is deleted in its entirety.
4. All capitalized terms are used herein as defined in the Agreement unless
otherwise defined herein. All references in the Agreement to "this Agreement"
shall mean the Agreement as amended by this Amendment.
5. 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 May 24, 2006.
By: /s/ Xxxxxx X. Xxxxxx
------------------------------
Name: Xxxxxx X. Xxxxxx
Title: President
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