Sub-Item 77Q1(a)
AMENDMENT NO. 5
TO THE
SECOND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF
AIM COUNSELOR SERIES TRUST
This Amendment No. 5 ("Amendment") to the Second Amended and Restated
Agreement and Declaration of Trust of AIM Counselor Series Trust amends,
effective as of April 23, 2007, the Second Amended and Restated Agreement and
Declaration of Trust of AIM Counselor Series Trust (the "Trust") dated as of
December 6, 2005, as amended, (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 delete a
portfolio - AIM Advantage Health Sciences Fund;
NOW, THEREFORE, the Agreement is hereby amended as follows:
1. Schedule A of the Agreement is amended and restated to read in its
entirety as set forth on Exhibit 1 to the Amendment.
2. All references in the Agreement to "this Agreement" shall mean the
Agreement as amended by this Amendment.
3. 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 April 23, 2007.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇
Title: Senior Vice President
EXHIBIT 1 TO AMENDMENT NO. 5
TO
SECOND AMENDED AND RESTATED
AGREEMENT AND DECLARATION OF TRUST
OF AIM COUNSELOR SERIES TRUST
"SCHEDULE A
AIM COUNSELOR SERIES TRUST
PORTFOLIOS AND CLASSES THEREOF
PORTFOLIO CLASSES OF EACH PORTFOLIO
AIM Floating Rate Fund Class A Shares
Class C Shares
Class R Shares
Institutional Class Shares
AIM Multi-Sector Fund Class A Shares
Class B Shares
Class C Shares
Institutional Class Shares
AIM Select Real Estate Income Fund Class A Shares
Class B Shares
Class C Shares
Institutional Class Shares
AIM Structured Core Fund Class A Shares
Class B Shares
Class C Shares
Class R Shares
Institutional Class Shares
AIM Structured Growth Fund Class A Shares
Class B Shares
Class C Shares
Class R Shares
Institutional Class Shares
AIM Structured Value Fund Class A Shares
Class B Shares
Class C Shares
Class R Shares
Institutional Class Shares"