EXHIBIT a(1)(c)
AMENDMENT NO. 2
TO AMENDED AND RESTATED
AGREEMENT AND DECLARATION OF TRUST OF
AIM ADVISOR FUNDS
This Amendment No. 2 to the Amended and Restated Agreement and
Declaration of Trust of AIM Advisor Funds (this "Amendment") amends, effective
as of May 14, 2003, the Amended and Restated Agreement and Declaration of Trust
of AIM Advisor Funds (the "Trust") dated as of May 15, 2002, 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. Schedule A of the Agreement is hereby amended and restated to
read in its entirety as set forth on Exhibit 1 to this Amendment.
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 May 14, 2003.
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxx
Title: President
EXHIBIT 1 TO AMENDMENT NO. 2
TO
AMENDED AND RESTATED
AGREEMENT AND DECLARATION OF TRUST
OF AIM ADVISOR FUNDS
"SCHEDULE A
AIM ADVISOR FUNDS
PORTFOLIOS AND CLASSES THEREOF
PORTFOLIO CLASSES OF EACH PORTFOLIO
--------- -------------------------
AIM International Core Equity Fund Class A Shares
Class B Shares
Class C Shares
Class R Shares
AIM Real Estate Fund Class A Shares
Class B Shares
Class C Shares
Investor Class Shares"
