SUB-ITEM 77Q1(a)
AMENDMENT NO. 1
TO
AGREEMENT AND DECLARATION OF TRUST
OF
AIM ADVISOR FUNDS
This Amendment No. 1 to the Agreement and Declaration of Trust of AIM
Advisor Funds (this "Amendment") amends, effective as of May 10, 2000, the
Agreement and Declaration of Trust of AIM Advisor Funds dated as of December 6,
1999 (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. A new Section 1.2(j) is hereby added to the Agreement to read in
full as follows:
"(j) "fund complex" has the meaning specified in
Regulation 14A under the Securities Exchange Act of
1934, as amended from time to time;"
With the addition of new Section 1.2(j) above, existing
Sections 1.2(j) through 1.2(z) are hereby renumbered as Sections 1.2(k) through
1.2(aa), respectively.
3. Section 2.6(a) is hereby restated in its entirety to read as
follows:
"(a) 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 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."
4. The first sentence of Section 4.3 is hereby restated in its
entirety to read as follows:
"The Board of Trustees or any committee thereof shall act by
majority vote of those present at a meeting duly called
(including a meeting by telephonic or other electronic means,
unless the 1940 Act requires that a particular action be
taken only at a meeting of the Trustees in person) at which a
quorum required by the Bylaws is present or by written
consent of at least seventy-five percent (75%) of the
Trustees or committee, as the case may be, without a meeting,
provided that the
writing or writings are filed with the minutes of proceedings
of the Board or committee."
5. A new Section 4.7 is hereby added to the Agreement to read in full
as follows:
"Section 4.7. Independent or Disinterested Trustee. A Trustee
who is not an interested person of the Trust shall be deemed to be independent
and disinterested under the Delaware Act and other applicable Delaware law when
making any determinations or taking any action as a Trustee. Service by a
person as a trustee or a director of one or more trusts, corporations or other
entities of a fund complex shall not be considered in determining whether a
trustee is independent or disinterested under the Delaware Act and other
applicable Delaware law."
6. Schedule A of the Agreement is hereby amended and restated to read
in full as set forth on Exhibit 1 to this Amendment.
7. All references in the Agreement to "this Agreement" shall mean the
Agreement as amended by this Amendment.
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 May 10, 2000.
/s/ Xxxxxx X. Xxxxxx
--------------------
Name: Xxxxxx X. Xxxxxx
Title: President
2
EXHIBIT 1 TO AMENDMENT NO. 1
DATED AS OF MAY 10, 2000
TO
AGREEMENT AND DECLARATION OF TRUST
OF
AIM ADVISOR FUNDS
SCHEDULE A
AIM ADVISOR FUNDS
PORTFOLIOS AND CLASSES THEREOF
AIM Advisor Flex Fund
---------------------
Class A Shares
Class B Shares
Class C Shares
AIM Advisor International Value Fund
------------------------------------
Class A Shares
Class B Shares
Class C Shares
AIM Advisor Real Estate Fund
----------------------------
Class A Shares
Class B Shares
Class C Shares
