SUB-ITEM 77Q(a)
                                AMENDMENT NO. 3
                                       TO
                       AGREEMENT AND DECLARATION OF TRUST
                                       OF
                               AIM ADVISOR FUNDS


         This Amendment No. 3 to the Agreement and Declaration of Trust of AIM
Advisor Funds (this "Amendment") amends, effective as of March 14, 2001, the
Agreement and Declaration of Trust of AIM Advisor Funds dated as of December 6,
1999, as amended (the "Agreement").

         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. Section 4.3 is hereby amended and restated in its entirety as
follows:

                  "Section 4.3. Action by the Trustees. 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. Any action that may be taken by the Board
                  of Trustees or any committee thereof by majority vote at a
                  meeting duly called and at which a quorum required by the
                  Bylaws is present, may also be taken by written consent of at
                  least seventy-five percent (75%) of the Trustees or members
                  of the 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. Written
                  consents or waivers of the Trustees may be executed in one or
                  more counterparts. Any written consent or waiver may be
                  provided and delivered to the Trust by any means by which
                  notice may be given to a Trustee. Subject to the requirements
                  of the 1940 Act, the Trustees by Majority Trustee Vote may
                  delegate to any Trustee or Trustees authority to approve
                  particular matters or take particular actions on behalf of
                  the Trust."

         3. All references in the Agreement to "this Agreement" shall mean the
Agreement as amended by this Amendment.

         4. 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 March 14, 2001.




                                                 /s/ Robert H. Graham
                                              -----------------------------
                                              Name:  Robert H. Graham
                                              Title: President

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