AMENDMENT NO. 8
TO SECOND AMENDED AND RESTATED
AGREEMENT AND DECLARATION OF TRUST OF
AIM COUNSELOR SERIES TRUST
This Amendment No. 8 (the "Amendment") to the Second Amended and
Restated Agreement and Declaration of Trust of AIM Counselor Series Trust (the
"Trust") amends, effective June 19, 2008, the Second Amended and Restated
Agreement and Declaration of Trust of the Trust dated as of September 14, 2005,
as amended (the "Agreement").
Under Section 9.7 of the Agreement, this Amendment may be executed by
a duly authorized officer of the Trust.
WHEREAS, the Trust desires to amend the Agreement to reflect the
addition of Class Y Shares;
NOW, THEREFORE, the Agreement is hereby amended as follows:
1. Schedule A of the Agreement is hereby amended and restated to read in
its entirety as set forth on Exhibit 1 to this 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 June 19, 2008.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇
Title: Senior Vice President
EXHIBIT 1
TO AMENDMENT NO. 8 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
Class Y Shares
Institutional Class Shares
AIM Multi-Sector Fund Class A Shares
Class B Shares
Class C Shares
Class Y Shares
Institutional Class Shares
AIM Select Real Estate Income Fund Class A Shares
Class B Shares
Class C Shares
Class Y Shares
Institutional Class Shares
AIM Structured Core Fund Class A Shares
Class B Shares
Class C Shares
Class R Shares
Class Y Shares
Institutional Class Shares
Investor Class Shares
AIM Structured Growth Fund Class A Shares
Class B Shares
Class C Shares
Class R Shares
Class Y Shares
Institutional Class Shares
AIM Structured Value Fund Class A Shares
Class B Shares
Class C Shares
Class R Shares
Class Y Shares
Institutional Class Shares"