AMENDMENT NO. 3 TO
AGREEMENT AND DECLARATION OF TRUST OF AIM COUNSELOR SERIES TRUST
This Amendment No. 3 (the "Amendment") to the Agreement and
Declaration of Trust of AIM Counselor Series Trust (the "Trust") amends,
effective as of December 2, 2004, the Agreement and Declaration of Trust of the
Trust dated as of July 29, 2003, as amended (the "Agreement").
At a meeting held on December 2, 2004, the Board of Trustees of the
Trust, in accordance with Section 9.7 of the Agreement, approved amendments to
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. Section 1.4 of the Agreement is hereby amended and restated to read in
its entirety as set forth below:
Section 1.4. Certificate of Trust. Immediately upon the execution of
this Agreement, the Trustees shall file a Certificate of Trust in the
office of the Secretary of State of the State of Delaware pursuant to
the Delaware Act.
2. Section 7.1 of the Agreement is hereby amended and restated to read in
its entirety as set forth below:
Section 7.1 Distributions. The Trustees may from time to time declare
and pay dividends and make other distributions with respect to any
Portfolio, or Class thereof, which may be from income, capital gains
or capital. The amount of such dividends or distributions and the
payment of them and whether they are in cash or any other Trust
Property shall be wholly in the discretion of the Trustees, although
the Trustees pursuant to Section 4.1(j) may delegate the authority to
set record, declaration, payment and ex-dividend dates, determine the
amount of dividends and distributions and pay such dividends and
distributions. Dividends and other distributions may be paid pursuant
to a standing resolution adopted once or more often as the Trustees
determine. All dividends and other distributions on Shares of a
particular Portfolio or Class shall be distributed pro rata to the
Shareholders of that Portfolio or Class, as the case may be, in
proportion to the number of Shares of that Portfolio or Class they
held on the record date established for such payment, provided that
such dividends and other distributions on Shares of a Class shall
appropriately reflect Class Expenses and other expenses allocated to
that Class. The Trustees may adopt and offer to Shareholders such
dividend
reinvestment plans, cash distribution payment plans, or similar plans
as the Trustees deem appropriate.
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 December 2, 2004.
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: President
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