SUB-ITEM 77Q1(a)

                                AMENDMENT NO. 2
                            TO AMENDED AND RESTATED
                     AGREEMENT AND DECLARATION OF TRUST OF
                               AIM ADVISOR FUNDS



     This Amendment No. 2 to the Amended and Restated Agreement and Declaration
of Trust of AIM Advisor Funds (this "Amendment") amends, effective as of May
14, 2003, the Amended and Restated Agreement and Declaration of Trust of AIM
Advisor Funds (the "Trust") dated as of May 15, 2002, as amended (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. Schedule A of the Agreement is hereby amended and restated to read in
its entirety as set forth on Exhibit 1 to this Amendment.

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

     3. 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 14, 2003.




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

                          EXHIBIT 1 TO AMENDMENT NO. 2
                                       TO
                              AMENDED AND RESTATED
                       AGREEMENT AND DECLARATION OF TRUST
                              OF AIM ADVISOR FUNDS


                                  "SCHEDULE A

                               AIM ADVISOR FUNDS
                         PORTFOLIOS AND CLASSES THEREOF



PORTFOLIO                                       CLASSES OF EACH PORTFOLIO
---------                                       -------------------------
AIM International Core Equity Fund              Class A Shares
                                                Class B Shares
                                                Class C Shares
                                                Class R Shares

AIM Real Estate Fund                            Class A Shares
                                                Class B Shares
                                                Class C Shares
                                                Investor Class Shares"