1
Exhibit (2)(d)
AIM FLOATING RATE FUND (THE "REGISTRANT")
The Registrant's Agreement and Declaration of Trust provides as follows:
Section 2.3.1. Subject to Article VI, Section 6.1 of this Agreement,
the Trustees shall have full power and authority, in their sole discretion
without obtaining any prior authorization or vote of the Shareholders of any
Portfolio, or Class thereof, to establish and designate and to change in any
manner any Portfolio of Shares, or any Class or Classes thereof; to fix such
preferences, voting powers, rights, and privileges of any Portfolio, or Classes
thereof, as the Trustees may from time to time determine (but the Trustees may
not change the preferences, voting powers, rights, and privileges of Outstanding
Shares in a manner materially adverse to the Shareholders of such Shares without
the prior approval of the affected Shareholders); to divide or combine the
Shares of any Portfolio, or Classes thereof, into a greater or lesser number; to
classify or reclassify any issued Shares of any Portfolio, or Classes thereof,
into one or more Portfolios or Classes of Shares of a Portfolio; and to take
such other action with respect to the Shares as the Trustees may deem desirable.
A Portfolio and any Class thereof may issue any number of Shares but need not
issue any shares. At any time that there are no Outstanding Shares of any
particular Portfolio or Class previously established and designated, the
Trustees may abolish that Portfolio or Class and the establishment and
designation thereof.
Section 2.3.2. Unless the establishing resolution or any other
resolution adopted pursuant to this Section 2.3 otherwise provides, Shares of
each Portfolio or Class thereof established hereunder shall have the following
relative rights and preferences:
(a) Shareholders shall have no preemptive or other right to subscribe
to any additional Shares or other securities issued by the Trust
or the Trustees, whether of the same or other Portfolio (or
Class).
(b) All consideration received by the Trust for the issue or sale of
Shares of a particular Portfolio, together with all assets in
which such consideration is invested or reinvested, all income,
earnings, profits, and proceeds thereof, including any proceeds
derived from the sale, exchange, or liquidation of such assets,
and any funds or payments derived from any reinvestment of such
proceeds in whatever form the same may be, shall be held and
accounted for separately from the other assets of the Trust and
of every other Portfolio and may be referred to herein as "assets
belonging to" that Portfolio. The assets belonging to a
particular Portfolio shall belong to that Portfolio for all
purposes, and to no other Portfolio, subject only to the rights
of creditors of that Portfolio. In addition, any assets, income,
earnings, profits, or funds, or payments and proceeds with
respect thereto, which are not readily identifiable as belonging
to any particular Portfolio shall be allocated by the Trustees
between and among one or more of the Portfolios for all purposes
and such assets, income, earnings, profits, or funds, or payments
and proceeds with respect thereto, shall be assets belonging to
that Portfolio.
2
(c) Each Class of a Portfolio shall have a proportionate undivided
interest (as determined by or at the direction of, or pursuant to
authority granted by, the Trustees, consistent with industry
practice) ("Proportionate Interest") in the net assets belonging
to that Portfolio. References herein to assets, expenses,
charges, costs, and reserves "allocable" or "allocated" to a
particular Class of a Portfolio shall mean the aggregate amount
of such item(s) of the Portfolio multiplied by the Class's
Proportionate Interest.
(d) A particular Portfolio shall be charged with the liabilities of
that Portfolio, and all expenses, costs, charges and reserves
attributable to any particular Portfolio shall be borne by such
Portfolio; provided that the Trustees may, in their sole
discretion, allocate or authorize the allocation of particular
expenses, costs, charges and/or reserves of a Portfolio to less
than all the Classes thereof, in which event payment or other
discharge of the expense(s), cost(s), charge(s) and/or reserve(s)
allocated to a particular Class shall be chargeable first against
the assets allocable to that Class and shall be chargeable
against the assets allocable to the other Classes of that
Portfolio only to the extent the amount of the payment or other
discharge exceeds such particular Class's allocable assets. Any
general liabilities, expenses, costs, charges or reserves of the
Trust (or any Portfolio) that are not readily identifiable as
chargeable to or bearable by any particular Portfolio (or any
particular Class) shall be allocated and charged by the Trustees
between or among any one or more of the Portfolios (or Classes)
in such manner as the Trustees in their sole discretion deem fair
and equitable. Each such allocation shall be conclusive and
binding upon the Shareholders of all Portfolios (or Classes) for
all purposes. Without limitation of the foregoing provisions of
this Subsection 2.3.2, the debts, liabilities, obligations and
expenses incurred, contracted for or otherwise existing with
respect to a particular Portfolio shall be enforceable against
the assets of such Portfolio only, and not against the assets of
the Trust generally or the assets belonging to any other
Portfolio. Notice of this contractual limitation on
inter-Portfolio liabilities shall be set forth in the Certificate
of Trust described in Article I, Section 1.4 of this Agreement
(whether originally or by amendment), and upon the giving of such
notice in the Certificate of Trust, the statutory provisions of
Section 3804 of the Delaware Act relating to limitations on
inter-Portfolio liabilities (and the statutory effect under
Section 3804 of setting forth such notice in the Certificate of
Trust) shall become applicable to the Trust and each Portfolio.
All references to Shares in this Agreement shall be deemed to be
shares of any or all Portfolios, or Classes thereof, as the
context may require. All provisions herein relating to the Trust
shall apply equally to each Portfolio of the Trust, and each
Class thereof, except as the context otherwise requires.
Section 6.1. Voting Powers. The Shareholders shall have power to vote
only with respect to (1) the election of Trustees as provided in Article III,
Section 3.6, (2) the removal of a Trustee as
3
provided in Article III, Section 3.3(d), (3) any investment advisory contract to
the extent required by the 1940 Act, (4) termination of the Trust or a Portfolio
or Class thereof as provided in Article IX, Section 9.3, (5) amendment of this
Agreement only as provided in Article IX, Section 9.7, (6) the sale or other
transfer of all or substantially all the assets of the Trust or belonging to any
Portfolio, unless the primary purpose of such sale or other transfer is to
change the Trust's domicile or form of organization or form of business trust;
(7) the merger or consolidation of the Trust or any Portfolio with and into
another Company or a series or portfolio thereof, unless (A) the primary purpose
of such merger or consolidation is to change the Trust's domicile or form of
organization or form of business trust, or (B) after giving effect to such
merger or consolidation, based on the number of Outstanding Shares as of a date
selected by the Trustees, the Shareholders of the Trust or such Portfolio will
have a majority of the outstanding shares of the surviving Company or series or
portfolio thereof, as the case may be; and (8) such additional matters relating
to the Trust as may be required by law or as the Trustees may consider
desirable.
Until Shares are issued, the Trustees may exercise all rights of
Shareholders and may make any action required or permitted by law, this
Agreement or any of the Bylaws of the Trust to be taken by Shareholders.
On any matter submitted to a vote of the Shareholders, all Shares shall
be voted together, except when required by applicable law or when the Trustees
have determined that the matter affects the interests of one or more Portfolios
(or Classes), then only the Shareholders of all such Portfolios (or Classes)
shall be entitled to vote thereon. Each whole Share shall be entitled to one
vote as to any matter on which it is entitled to vote, and each fractional Share
shall be entitled to a proportionate fractional vote. The vote necessary to
approve any such matter shall be set forth in this Agreement or in the Bylaws.
The Registrant's By-Laws provide as follows:
Article IV - Meetings of Shareholders
Section 1. Voting Standard. When a quorum is present at any meeting,
the vote of the holders of a majority of the shares cast shall decide any
question brought before such meeting, unless the question is one on which, by
express provision of applicable law, the Agreement, these Bylaws, or applicable
contract, a different vote is required, in which case such express provision
shall govern and control the decision of such question.
Section 2. Voting Procedure. Each whole share shall be entitled to one
vote, and each fractional share shall be entitled to a proportionate fractional
vote. On any matter submitted to a vote of the shareholders, all shares shall be
voted together, except when required by applicable law or when the Trustees have
determined that the matter affects the interests of one or more Portfolios (or
Classes), then only the shareholders of such Portfolios (or Classes) shall be
entitled to vote thereon.
