SUB-ITEM 77Q1(a)
AMENDMENT NO. 9
TO
AGREEMENT AND DECLARATION OF TRUST
OF
AIM INVESTMENT FUNDS
This Amendment No. 9 to the Agreement and Declaration of Trust of AIM
Investment Funds (this "Amendment") amends, effective as of December 5, 2000,
the Agreement and Declaration of Trust of AIM Investment Funds, a Delaware
business trust (the "Trust"), dated as of May 7, 1998, as amended (the
"Agreement").
Under Section 9.7 of the Agreement, the Amendment may be executed by
a majority of the Trustees of the Trust.
NOW, THEREFORE, the Trustees hereby amend the Agreement as follows:
1. Unless defined herein, each capitalized term used in this Agreement
shall have the meaning given it in the Agreement.
2. Sections 2.3, 2.3.1 and 2.3.2 of the Agreement are hereby deleted and
replaced with the following sections 2.3, 2.4, 2.5 and 2.6:
"Section 2.3. Establishment of Portfolios and Classes.
------------ ---------------------------------------
(a) The Trust shall consist of one or more separate and distinct
Portfolios, each with an unlimited number of Shares unless
otherwise specified. The Trustees hereby establish and
designate the Portfolios listed on Schedule A attached
hereto and made a part hereof ("Schedule A"). Each
additional Portfolio shall be established by the adoption of
a resolution by the Trustees. Each such resolution is hereby
incorporated herein by this reference and made a part of the
Trust's Governing Instrument whether or not expressly stated
in such resolution, and shall be effective upon the
occurrence of both (i) the date stated therein (or, if no
such date is stated, upon the date of such adoption) and
(ii) the execution of an amendment either to this Agreement
or to Schedule A hereto establishing and designating such
additional Portfolio or Portfolios. The Shares of each
Portfolio shall have the relative rights and preferences
provided for herein and such rights and preferences as may
be designated by the Trustees in any amendment or
modification to the Trust's Governing Instrument. The Trust
shall maintain separate and distinct records of each
Portfolio and shall hold and account for the assets
belonging thereto separately from the other Trust Property
and the assets belonging to any other Portfolio. Each Share
of a Portfolio shall represent an equal beneficial interest
in the net assets belonging to that Portfolio, except to the
extent of Class Expenses and other expenses separately
allocated to Classes thereof (if any Classes have been
established) as permitted herein.
(b) The Trustees may establish one or more Classes of Shares of
any Portfolio, each with an unlimited number of Shares unless
otherwise specified. 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, (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. The Trustees
hereby establish for each Portfolio listed on Schedule A the
Classes listed thereon. Each additional Class for any or all
Portfolios shall be established by the adoption of a
resolution by the Trustees, each of which is hereby
incorporated herein by this reference and made a Governing
Instrument whether or not expressly stated in such
resolution, and shall be effective upon the occurrence of
both (i) the date stated therein (or, if no such date is
stated, upon the date of such adoption) and (ii) the
execution of an amendment to this Agreement establishing and
designating such additional Class or Classes.
Section 2.4. Actions Affecting Portfolios and Classes. Subject to the
right of Shareholders, if any, to vote pursuant to Section 6.1, the Trustees
shall have full power and authority, in their sole discretion without obtaining
any prior authorization or vote of the Shareholders of any Portfolio, or Class
thereof, to establish and designate and to change in any manner any Portfolio
of Shares, or any Class or Classes thereof; to fix or change such preferences,
voting powers, rights, and privileges of any Portfolio, or Classes thereof, as
the Trustees may from time to time determine, including any change that may
adversely affect a Shareholder, to divide or combine the Shares of any
Portfolio, or Classes thereof, into a greater or lesser number; to classify or
reclassify or convert any issued Shares of any Portfolio, or Classes thereof,
into one or more Portfolios or Classes of Shares of a Portfolio; and to take
such other action with respect to the Shares as the Trustees may deem
desirable. A Portfolio and any Class thereof may issue any number of Shares but
need not issue any Shares. At any time that there are no Outstanding Shares of
any particular Portfolio or Class previously established and designated, the
Trustees may abolish that Portfolio or Class and the establishment and
designation thereof.
Section 2.5. Relative Rights and Preferences. Unless the establishing
resolution or any other resolution adopted pursuant to Section 2.3 otherwise
provides, Shares of each Portfolio or Class thereof established hereunder shall
have the following relative rights and preferences:
(a) Except as set forth in paragraph (e) of this Section 2.5,
each Share of a Portfolio, regardless of Class, shall
represent an equal pro rata interest in the assets belonging
to such Portfolio and shall have identical voting, dividend,
liquidation and other rights, preferences, powers,
restrictions, limitations, qualifications and designations
and terms and conditions with each other Share of such
Portfolio.
(b) Shareholders shall have no preemptive or other right to
subscribe to any additional Shares or other securities issued
by the Trust or the Trustees, whether of the same or other
Portfolio (or Class).
(c) All consideration received by the Trust for the issue or sale
of Shares of a particular Portfolio, together with all assets
in which such consideration is invested or reinvested, all
income, earnings, profits, and proceeds thereof, including
any proceeds derived from the sale, exchange, or liquidation
of such assets, and any funds or payments derived from any
reinvestment of such proceeds in whatever form the same may
be, shall be held and accounted for separately from the other
assets of the Trust and of every other Portfolio and may be
referred to herein as "assets belonging to" that Portfolio.
The assets belonging to a particular Portfolio shall belong
to that Portfolio for all purposes, and to no other
Portfolio, subject only to the rights of creditors of that
Portfolio. In addition, any assets, income, earnings, profits
or funds, or payments and proceeds with respect thereto,
which are not readily identifiable as belonging to
2
any particular Portfolio shall be allocated by the Trustees
between and among one or more of the Portfolios in such
manner as the Trustees, in their sole discretion, deem fair
and equitable. Each such allocation shall be conclusive and
binding upon the Shareholders of all Portfolios thereof for
all purposes, and such assets, income, earnings, profits, or
funds, or payments and proceeds with respect thereto shall be
assets belonging to that Portfolio.
(d) Each Class of a Portfolio shall have a proportionate
undivided interest (as determined by or at the direction of,
or pursuant to authority granted by, the Trustees, consistent
with industry practice) ("Proportionate Interest") in the net
assets belonging to that Portfolio. References herein to
assets, expenses, charges, costs, and reserves "allocable" or
allocated" to a particular Class of a Portfolio shall mean
the aggregate amount of such items(s) of the Portfolio
multiplied by the Class's Proportionate Interest.
(e) A particular Portfolio shall be charged with the liabilities
of that Portfolio, and all expenses, costs, charges and
reserves attributable to any particular Portfolio shall be
borne by such Portfolio; provided that the Trustees may, in
their sole discretion, allocate or authorize the allocation
of particular expenses, costs, charges, and/or reserves of a
Portfolio to fewer than all the Classes thereof. Class
Expenses shall, in all cases, be allocated to the Class for
which such Class Expenses were incurred. Any general
liabilities, expenses, costs, charges or reserves of the
Trust (or any Portfolio) that are not readily identifiable as
chargeable to or bearable by any particular Portfolio (or any
particular Class) shall be allocated and charged by the
Trustees between or among any one or more of the Portfolios
(or Classes) in such manner as the Trustees in their sole
discretion deem fair and equitable. Each such allocation
shall be conclusive and binding upon the Shareholders of all
Portfolios (or Classes) for all purposes. Without limitation
of the foregoing provisions of this Section 2.5(e), (i) the
debts, liabilities, obligations and expenses incurred,
contracted for or otherwise existing with respect to a
particular Portfolio shall be enforceable against the assets
of such Portfolio only, and not against the assets of the
Trust generally or assets belonging to any other Portfolio,
and (ii) none of the debts, liabilities, obligations and
expenses incurred, contracted for or otherwise existing with
respect to the Trust generally that have not been allocated
to a specified Portfolio, or with respect to any other
Portfolio, shall be enforceable against the assets of such
specified Portfolio. Notice of this contractual limitation on
inter-Portfolio liabilities shall be set forth in the Trust's
Certificate of Trust described to Section 1.4, and upon the
giving of such notice in the Certificate of Trust, the
statutory provisions of Section 3804 of the Delaware Act
relating to limitations on inter-Portfolio liabilities (and
the statutory effect under Section 3804 of setting forth such
notice in the Certificate of Trust) shall become applicable
to the Trust and each Portfolio.
All references to Shares in this Agreement shall be deemed to
be shares of any or all Portfolios, or Classes thereof, as the context may
require. All provisions herein relating to the Trust shall apply equally to
each Portfolio of the Trust, and each Class thereof, except as the context
otherwise requires.
Section 2.6. Additional Rights and Preferences of Class B 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 B Shares shall have
the following rights and preferences:
(a) Subject to provisions of paragraph (c) below, all Class B
Shares other than those purchased through the reinvestment of
dividends and distributions shall
3
automatically convert to Class A Shares at the end of the
month which is eight (8) years after the date on which a
Shareholder's order to purchase such shares was accepted.
(b) Subject to the provisions of paragraph (c) below, Class B
Shares purchased through the reinvestment of dividends and
distributions paid in respect of Class B Shares will be
considered held in a separate sub-account, and will
automatically convert to Class A Shares in the same
proportion as any Class B Shares (other than those in the
sub-account) convert to Class A Shares. Other than this
conversion feature, the Class B Shares purchased through the
reinvestment of dividends and distributions paid in respect
of Class B Shares shall have all the rights and preferences,
restrictions, limitations as to dividends, qualifications and
terms and conditions of redemption of Class B Shares
generally.
(c) If a Portfolio of the Trust implements any amendment to a
Plan of Distribution adopted under Rule 12b-1 promulgated
under the 1940 Act (or adopts or implements a non-Rule 12b-1
shareholder services plan that the Trustees have caused to be
submitted to the Shareholders for their approval) that the
Trustees determine would materially increase the charges that
may be borne by the Class A Shareholders under such plan, the
Class B Shares will stop converting to the Class A Shares
unless the Class B Shares, voting separately, approve the
amendment or adoption. The Trustees shall have sole
discretion in determining whether such amendment or adoption
is submitted to a vote of the Class B Shareholders. Should
such amendment or adoption not be submitted to a vote of the
Class B Shareholders or, if submitted, should the Class B
Shareholders fail to approve such amendment or adoption, the
Trustees shall take such action as is necessary to: (1)
create a new class (the "New Class A Shares") which shall be
identical in all material respects to the Class A Shares as
they existed prior to the implementation of the amendment or
adoption; and (2) ensure that the existing Class B Shares
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 for a new class (the "New
Class B Shares"), identical in all material respects to the
Class B Shares 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."
3. Existing sections 2.4, 2.5 and 2.6 are hereby renumbered 2.7, 2.8, and
2.9, respectively.
4. Section 6.1(7) is hereby amended by deleting the words "with and", so
that it reads as follows:
"(7) the merger or consolidation of the Trust or any Portfolio
into another Company or a series or portfolio thereof,
unless..."
5. All references in the Agreement to "this Agreement" shall mean the
Agreement as amended by the Amendment.
6. Except as specifically amended by this Amendment, the Agreement is
hereby confirmed and remains in full force and effect.
4
7. This Amendment may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together
shall constitute one and the same Amendment.
IN WITNESS WHEREOF, the undersigned Trustees of the Trust have
executed this Amendment as of December 5, 2000.
/s/ C. Xxxxx Xxxxxxxx /s/ Xxxxxx X. Xxxxxx
--------------------------- ---------------------------
C. Xxxxx Xxxxxxxx, Trustee Xxxxxx X. Xxxxxx, Trustee
/s/ Xxxxx X. Xxxxxx /s/ Xxxx X. Xxxxxxx
--------------------------- ---------------------------
Xxxxx X. Xxxxxx, Trustee Xxxx X. Xxxxxxx, Trustee
5
