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EXHIBIT a(2)(b)
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
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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/ ROBERT H. GRAHAM
---------------------
Name: Robert H. Graham
Title: President
2
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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
