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EXHIBIT a(2)(b)
AMENDMENT NO. 1
TO
AGREEMENT AND DECLARATION OF TRUST
OF
AIM EQUITY FUNDS
This Amendment No. 1 to the Agreement and Declaration of Trust of AIM
Equity Funds (this "Amendment") amends, effective as of May 10, 2000, the
Agreement and Declaration of Trust of AIM Equity 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 amended and 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 amended and 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. All references in the Agreement to "this Agreement" shall mean the
Agreement as amended by this Amendment.
7. 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
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Name: Xxxxxx X. Xxxxxx
Title: President
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