AMENDMENT NO. 4 TO
AGREEMENT AND DECLARATION OF TRUST OF AIM STOCK FUNDS
This Amendment No. 4 (the "Amendment") to the Agreement and
Declaration of Trust of AIM Stock Funds (the "Trust") amends the Agreement and
Declaration of Trust of the Trust dated as of July 29, 2003, as amended (the
"Agreement").
At a meeting held on August 4, 2005, 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. A new Section 2.6A of the Agreement is hereby added after Section 2.6
of the Agreement as set forth below:
"Section 2.6A. Additional Rights and Preferences of Class K Shares. In
addition to the relative rights and preferences set forth in Section 2.5
and all other provisions of this Agreement relating to Shares of the Trust
generally, any Class of any Portfolio designated as Class K Shares shall
have the following rights and preferences:
(a) Conversion of Class K Shares. At the Effective Time described in
Section 2.6A(d) below, all of the issued and outstanding Class K
Shares of any Portfolio of the Trust offering Class K Shares
shall convert to Class A Shares of the applicable Portfolio based
upon their respective net asset values, and thereafter shall have
the attributes of Class A Shares of the applicable Portfolio. All
issued and outstanding Class K Shares shall thereafter be deemed
to be cancelled. The stock transfer books for Class K Shares of a
Portfolio will be closed at the Effective Time and only requests
for redemption of Class K Shares of a Portfolio received in
proper form prior to the close of trading on the New York Stock
Exchange on the date of the Effective Time shall be accepted.
Thereafter, redemption requests received by a Portfolio for its
Class K Shares shall be deemed to be a redemption requests for
Class A Shares into which Class K Shares were converted.
(b) Attribution of Assets and Liabilities. At the Effective Time
described in Section 2.6A(d) below, the proportionate undivided
interest in the net assets of a Portfolio attributable to its
Class K Shares shall become a part of the proportionate undivided
interest in the net assets of the Portfolio attributable to its
Class A Shares, and the expenses, costs, charges and reserves
allocated to the Class K Shares of a Portfolio immediately prior
to the Effective Time shall become expenses, costs, charges and
reserves of Class A Shares of such Portfolio. The Portfolio shall
instruct its transfer agent to reflect in the transfer agent's
records the attribution of the Class K Shares in the manner
described above.
(c) Shareholder Accounts. At the Effective Time described in Section
2.6A(d) below, each shareholder of record of Class K Shares of a
Portfolio will receive that number of Class A Shares of such
Portfolio having an aggregate net asset value equal to the net
asset value of the Class K Shares of such Portfolio held by such
shareholder immediately prior to the Effective Time. Each
Portfolio will establish an open account on its records in the
name of each Class K shareholder to which will be credited the
respective number of Class A Shares of such Portfolio due to such
shareholder. Fractional Class K Shares will be carried to the
third decimal place. Certificates representing Class A Shares
will not be issued. The net asset value of the Class A Shares and
Class K Shares will be determined at the Effective Time in
accordance with the policies and procedures of the applicable
Portfolio as set forth in its registration statement.
(d) The conversion of Class K Shares into Class A Shares shall occur
October 21, 2005 at 5:00 p.m. Eastern time, or such later date
and time as the officers of the Trust shall determine (the
"Effective Time")."
(e) If, prior to the Effective Time, (1) the Class A Shareholders of
a Portfolio approve any increase in expenses allocated to the
Class A Shares of that Portfolio in connection with (A) a Plan of
Distribution adopted pursuant to Rule 12b-1 under the 1940 Act,
(B) a non-Rule 12b-1 shareholder services plan or (C) any other
plan or arrangement whereby Classes of that Portfolio pay a
different share of other expenses, not including advisory or
custodial fees or other expenses related to the management of the
Trust's assets, then (2) the Class K Shares of that Portfolio
will not convert to the Class A Shares unless the Class K
Shareholders of that Portfolio, voting separately, approve the
increase in expenses. The Trustees shall have sole discretion in
determining whether such increase in expenses is submitted to a
vote of the Class K Shareholders. Should such increase in
expenses not be submitted to a vote of the Class K Shareholders
or, if submitted, should the Class K Shareholders fail to approve
such increase in expenses, the Trustees shall take such action as
is necessary to: (1) create a new class of that Portfolio (the
"New Class A Shares") which shall be identical in all material
respects to the Class A Shares of that Portfolio as they existed
prior to the implementation of the increase in expenses; and (2)
ensure that the existing Class K Shares of that Portfolio will be
exchanged or converted into New Class A Shares no later than
Effective Time. If deemed advisable by the Trustees to implement
the foregoing, and at the sole discretion of the Trustees, such
action may include the exchange of all Class K Shares of that
Portfolio for a new class of that Portfolio (the "New Class K
Shares"), identical in all material respects to the Class K
Shares of that Portfolio except that the New Class K Shares will
convert into the New Class A Shares at the Effective Time. Such
exchanges or conversions shall be effected in a manner that the
Trustees reasonably believe will not be subject to federal
taxation.
2. Effective as of October 22, 2005, Schedule A of the Agreement is
hereby amended and restated to read in its entirety as set forth on
Exhibit 1 to this
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Amendment effective as of the Effective Time as set forth in Section
2.6A of the Agreement.
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 August 4, 2005.
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxx
Title: President
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EXHIBIT 1 TO AMENDMENT NO. 4
TO
AGREEMENT AND DECLARATION OF TRUST
OF AIM STOCK FUNDS
"SCHEDULE A
AIM STOCK FUNDS
PORTFOLIOS AND CLASSES THEREOF
PORTFOLIO CLASSES OF EACH PORTFOLIO
--------- -------------------------
AIM Dynamics Fund Class A Shares
Class B Shares
Class C Shares
Class R Shares
Institutional Class Shares
Investor Class Shares
AIM Small Company Growth Fund Class A Shares
Class B Shares
Class C Shares
Class R Shares
Institutional Class Shares
Investor Class Shares
AIM S&P 500 Index Fund Institutional Class Shares
Investor Class Shares"
A-1
