Semi-Annual Report by an Investment Company — Form N-SAR — ICA’40
Filing Table of Contents
Document/Exhibit Description Pages Size
1: NSAR-A Semi-Annual Report by an Investment Company 9 40K
2: EX-99.77C VOTES Matters Submitted to a Vote of Security 58 166K
Holders
3: EX-99.77E LEGAL Legal Proceeding 8 34K
4: EX-99.77Q1 OTHR EXHB Other Disclosure 3 14K
‘EX-99.77Q1 OTHR EXHB’ — Other Disclosure
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SUB-ITEM 77Q1(a)
THIRD AMENDMENT TO
AMENDED AND RESTATED BYLAWS
OF AIM SELECT REAL ESTATE INCOME FUND
Adopted effective June 30, 2005
The Amended and Restated Bylaws of AIM Select Real Estate Income Fund (the
"Trust"), adopted effective May 15, 2002, (the "Bylaws"), are hereby amended as
follows:
1. Article VIII is hereby amended and restated to read in its entirety as
follows:
"ARTICLE VIII
INDEMNIFICATION AND ADVANCEMENT
Section 1. Indemnification. (a) To the maximum extent
permitted by law, the Trust (or applicable Portfolio) shall indemnify
any person who was or is a party or is threatened to be made a party
to, or is involved as a witness in, any proceeding (other than a
proceeding by or in the right of the Trust or a Portfolio) by reason
of the fact that such person is or was a Covered Person, against
expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such proceeding.
(b) To the maximum extent permitted by law, the Trust (or
applicable Portfolio) shall indemnify any person who was or is a party
or is threatened to be made a party to, or is involved as a witness
in, any proceeding by or in the right of the Trust (or such Portfolio)
to procure a judgment in its favor by reason of the fact that such
person is or was a Covered Person, against expenses actually and
reasonably incurred by that person in connection with the defense or
settlement of such proceeding.
(c) Notwithstanding any provision to the contrary contained
herein, no Covered Person shall be indemnified for any expenses,
judgments, fines, amounts paid in settlement, or other liability or
loss arising by reason of disabling conduct. The termination of any
proceeding by conviction, or a plea of nolo contendere or its
equivalent, or an entry of an order of probation prior to judgment,
creates a rebuttable presumption that the person engaged in disabling
conduct.
Section 2. Advance Payment of Indemnification Expenses. To
the maximum extent permitted by law, the Trust or applicable Portfolio
shall advance to any person who was or is a party or is threatened to
be made a party to, or is involved as a witness in, any proceeding by
reason of the fact that such person is or was a Trustee or officer of
the Trust the expenses actually and reasonably incurred by such person
in connection with the defense of such proceeding in advance of its
final disposition. To the maximum extent permitted by law, the Trust
or applicable Portfolio may advance to any person who was or is a
party or is threatened to be made a party to any proceeding by reason
of the fact that such person is or was a Covered Person (other than a
Trustee or officer of the Trust) the expenses actually and reasonably
incurred by such person in connection with the defense of such
proceeding in advance of its final disposition. Notwithstanding any
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provision to the contrary contained herein, the Trust shall not
advance expenses to any Covered Person (including a Trustee or officer
of the Trust) unless:
(a) the Trust or applicable Portfolio has received an
undertaking by or on behalf of such Covered Person that the amount of
all expenses so advanced will be paid over by such person to the Trust
or applicable Portfolio unless it is ultimately determined that such
person is entitled to indemnification for such expenses; and
(b) (i) such Covered Person shall have provided appropriate
security for such undertaking, or (ii) such Covered Person shall have
insured the Trust or applicable Portfolio against losses arising out
of any such advance payments, or (iii) either (1) the Trustees, by the
vote of a majority of a quorum of qualifying Trustees, or (2)
independent legal counsel in a written opinion, shall have determined,
based upon a review of readily available facts (as opposed to a full
trial-type inquiry) that there is reason to believe that such Covered
Person ultimately will be found entitled to indemnification.
Section 3. Determination of Entitlement to Indemnification.
Any indemnification required or permitted under this Article VIII
(unless ordered by a court) shall be made by the Trust or applicable
Portfolio only as authorized in the specific case upon a reasonable
determination, based upon a review of the facts, that the Covered
Person is entitled to indemnification because (i) he or she is not
liable by reason of disabling conduct, or (ii) in cases where there is
no liability, he or she has not engaged in disabling conduct. Such
determination shall be made by (i) the vote of a majority of a quorum
of qualifying Trustees; or (ii) if there are no such Trustees, or if
such Trustees so direct, by independent legal counsel in a written
opinion. Notwithstanding anything to the contrary in Section 2 of this
Article VIII, if a determination that a Covered Person engaged in
disabling conduct is made in accordance with this Section 3, no
further advances of expenses shall be made, and all prior advances,
and insurance premiums paid for by the Trust, if applicable, must be
repaid.
Section 4. Contract Rights. With respect to any person who
was or is a party or is threatened to be made a party to, or is
involved as a witness in, any proceeding by reason of the fact that
such person is or was a Covered Person, the rights to indemnification
conferred in Section 1 of this Article VIII, and with respect to any
person who was or is a party or is threatened to be made a party to,
or is involved as a witness in, any proceeding by reason of the fact
that such person is or was a Trustee or officer of the Trust, the
advancement of expenses conferred in Section 2 of this Article VIII
shall be contract rights. Any amendment, repeal, or modification of,
or adoption of any provision inconsistent with, this Article VIII (or
any provision hereof) shall not adversely affect any right to
indemnification or advancement of expenses granted to any such person
pursuant hereto with respect to any act or omission of such person
occurring prior to the time of such amendment, repeal, modification,
or adoption (regardless of whether the proceeding relating to such
acts or omissions is commenced before or after the time of such
amendment, repeal, modification, or adoption). Any amendment or
modification of, or adoption of any provision inconsistent with, this
Article VIII (or any provision hereof), that has the effect of
positively affecting any right to indemnification or advancement of
expenses granted to any such person pursuant hereto, shall not apply
retroactively to any person who was not serving as a Trustee, officer,
employee or agent of the Trust at the time of such amendment,
modification or adoption.
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Section 5. Claims. (a) If (X) a claim under Section 1 of this
Article VIII with respect to any right to indemnification is not paid
in full by the Trust or applicable Portfolio within sixty days after a
written demand has been received by the Trust or applicable Portfolio
or (Y) a claim under Section 2 of this Article VIII with respect to
any right to the advancement of expenses is not paid in full by the
Trust or applicable Portfolio within thirty days after a written
demand has been received by the Trust or applicable Portfolio, then
the Covered Person seeking to enforce a right to indemnification or to
an advancement of expenses, as the case may be, may at any time
thereafter bring suit against the Trust or applicable Portfolio to
recover the unpaid amount of the claim.
(b) If successful in whole or in part in any suit brought
pursuant to Section 5(a) of this Article VIII, or in a suit brought by
the Trust or applicable Portfolio to recover an advancement of
expenses (whether pursuant to the terms of an undertaking or
otherwise), the Covered Person seeking to enforce a right to
indemnification or an advancement of expenses hereunder or the Covered
Person from whom the Trust or applicable Portfolio sought to recover
an advancement of expenses, as the case may be, shall be entitled to
be paid by the Trust or applicable Portfolio the reasonable expenses
(including attorneys' fees) of prosecuting or defending such suit.
Section 6. Definitions. For purposes of this Article VIII:
(a) references to "Trust" include any domestic or foreign predecessor
entity of this Trust in a merger, consolidation, or other transaction
in which the predecessor's existence ceased upon consummation of the
transaction; (b) the term "disabling conduct" means willful
misfeasance, bad faith, gross negligence, or the reckless disregard of
the duties involved in the conduct of the Covered Person's office with
the Trust or applicable Portfolio; (c) the term "expenses" includes,
without limitations, attorneys' fees; (d) the term "proceeding" means
any threatened, pending, or completed action, suit, or proceeding,
whether civil, criminal, administrative, or investigative; and (e) the
term "qualifying Trustee" means any Trustee who is not an interested
person (as defined in the 1940 Act) of the Trust and is not a party to
the proceeding."
2. Capitalized terms not specifically defined herein shall have the
meanings ascribed to them in the Trust's Amended and Restated Agreement and
Declaration of Trust, as amended.
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Dates Referenced Herein and Documents Incorporated by Reference
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