AMENDMENT NO. 2
TO THE
SECOND AMENDED AND RESTATED AGREEMENT
AND DECLARATION OF TRUST
OF
AIM COUNSELOR SERIES TRUST
This Amendment No. 2 ("Amendment") to the Second Amended and Restated
Agreement and Declaration of Trust of AIM Counselor Series Trust amends,
effective as of May 24, 2006, the Second Amended and Restated Agreement and
Declaration of Trust of AIM Counselor Series Trust (the "Trust") dated as of
December 6, 2005 (the "Agreement").
Under Section 9.7 of the Agreement, a duly authorized officer of the Trust
may execute this Amendment.
WHEREAS, the Trust desires to amend the Agreement to provide more
flexibility in (i) the timing of automatically converting Class B Shares to
Class A Shares; and (ii) redeeming shares at the option of the Trust;
NOW, THEREFORE, the Agreement is hereby amended as follows:
1. Section 2.6(a) of the Agreement is amended and restated to read as
follows:
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 on or
about the end of the month which is no less than 96 months and no more
than 97 months after the date on which a Shareholder's order to
purchase such shares was accepted.
2. Section 2.6A(a) of the Agreement is amended and restated to read as
follows:
Subject to the provisions of paragraph (c) below, all Class B1 shares
that were issued to shareholders of AIM Floating Rate Fund ("AFRF"),
the predecessor of the Trust's Portfolio designated as AIM Floating
Rate Fund ("New FRF"), in connection with the reorganization of AFRF
as New FRF, a Portfolio of the Trust (the "AFRF Reorganization"),
other than Class B1 shares issued in the AFRF Reorganization that
represent Class B shares of AFRF acquired through the reinvestment of
dividends and distributions, shall automatically convert to Class A
Shares on or about the end of the month which is no less than 48
months and no more than 49 months after the date on which an order by
a shareholder of AFRF to purchase Class B shares of AFRF was accepted.
3. Section 7.3 of the Agreement is amended and restated to read as follows:
7.3 Redemptions at the Option of the Trust. The Trust shall have the
right, at its option, upon no less than 30 days notice to the affected
Shareholder at any time to redeem Shares of any Shareholder at the net
asset value of such Shares: (A) if at such time such Shareholder owns
Shares of any Portfolio having an
aggregate net asset value of less than an amount determined from time
to time by the Trustees; or (B) to the extent that such Shareholder
owns Shares equal to or in excess of a percentage of the outstanding
Shares of the Trust or of any Portfolio, as such percentage may be
determined from time to time, in each case subject to such terms and
conditions as are set forth in the registration statement of the Trust
in effect from time to time.
4. Section 7.4 of the Agreement is deleted in its entirety.
5. All capitalized terms are used herein as defined in the Agreement unless
otherwise defined herein. All references in the Agreement to "this Agreement"
shall mean the Agreement as amended by this Amendment.
6. 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 24, 2006.
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: President
2
