AMENDMENT NO. 11 TO SECOND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF AIM COUNSELOR SERIES TRUST
SUB-ITEM 77Q1(A)
AMENDMENT NO. 11
TO SECOND AMENDED AND RESTATED
AGREEMENT AND DECLARATION OF TRUST OF
AIM COUNSELOR SERIES TRUST
This Amendment No. 11 (the "Amendment") to the Second Amended
and Restated Agreement and Declaration of Trust of AIM Counselor Series Trust
(the "Trust") amends, effective November 12, 2009, 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 add the
following series portfolios- Invesco Balanced Fund, Invesco California Tax-Free
Income Fund, Invesco Dividend Growth Securities Fund, Invesco Equally-Weighted
S&P 500 Fund, Invesco Fundamental Value Fund, Invesco Large Cap Relative Value
Fund, Invesco New York Tax-Free Income Fund, Invesco S&P 500 Index Fund, ▇▇▇
▇▇▇▇▇▇ American Franchise Fund, ▇▇▇ ▇▇▇▇▇▇ Core Equity Fund, ▇▇▇ ▇▇▇▇▇▇ Equity
and Income Fund, ▇▇▇ ▇▇▇▇▇▇ Equity Premium Income Fund, ▇▇▇ ▇▇▇▇▇▇ Growth and
Income Fund, ▇▇▇ ▇▇▇▇▇▇ Money Market Fund, ▇▇▇ ▇▇▇▇▇▇ Pennsylvania Tax Free
Income Fund, ▇▇▇ ▇▇▇▇▇▇ Small Cap Growth Fund and ▇▇▇ ▇▇▇▇▇▇ Tax Free Money Fund
(collectively, the "Funds");
WHEREAS, each of the Funds will have multiple share classes,
each of which will be reflected on Schedule A, as amended hereby;
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 November 12, 2009.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇
Title: Senior Vice President
EXHIBIT 1
"SCHEDULE A
AIM COUNSELOR SERIES TRUST
PORTFOLIOS AND CLASSES THEREOF
PORTFOLIO CLASSES OF EACH PORTFOLIO
Class A Shares
Class B Shares
Class C Shares
Class R Shares
Class Y Shares
AIM Core Plus Bond Fund Institutional Class Shares
Class A Shares
Class C Shares
Class R Shares
Class Y Shares
AIM Floating Rate Fund Institutional Class Shares
Class A Shares
Class B Shares
Class C Shares
Class Y Shares
AIM Multi-Sector Fund Institutional Class Shares
Class A Shares
Class B Shares
Class C Shares
Class Y Shares
AIM Select Real Estate Income Fund Institutional Class Shares
Class A Shares
Class B Shares
Class C Shares
Class R Shares
Class Y Shares
Institutional Class Shares
AIM Structured Core Fund Investor Class Shares
Class A Shares
Class B Shares
Class C Shares
Class R Shares
Class Y Shares
AIM Structured Growth Fund Institutional Class Shares
Class A Shares
Class B Shares
Class C Shares
Class R Shares
Class Y Shares
AIM Structured Value Fund Institutional Class Shares
Class A Shares
Class B Shares
Class C Shares
Invesco Balanced Fund Class Y Shares
Class A Shares
Class B Shares
Class C Shares
Invesco placeStateCalifornia Tax-Free Income Fund Class Y Shares
Class A Shares
Class B Shares
Class C Shares
Invesco Dividend Growth Securities Fund Class Y Shares
Class A Shares
Class B Shares
Class C Shares
Class R Shares
Invesco Equally-Weighted S&P 500 Fund Class Y Shares
Class A Shares
Class B Shares
Class C Shares
Invesco Fundamental Value Fund Class Y Shares
Class A Shares
Class B Shares
Class C Shares
Invesco Large Cap Relative Value Fund Class Y Shares
Class A Shares
Class B Shares
Class C Shares
Invesco StateplaceNew York Tax-Free Income Fund Class Y Shares
Class A Shares
Class B Shares
Class C Shares
Invesco S&P 500 Index Fund Class Y Shares
Class A Shares
Class B Shares
Class C Shares
▇▇▇ ▇▇▇▇▇▇ American Franchise Fund Class Y Shares
Class A Shares
Class B Shares
Class C Shares
Class R Shares
▇▇▇ ▇▇▇▇▇▇ Core Equity Fund Class Y Shares
Class A Shares
Class B Shares
Class C Shares
Class R Shares
Class Y Shares
▇▇▇ ▇▇▇▇▇▇ Equity and Income Fund Institutional Class Shares
Class A Shares
Class B Shares
Class C Shares
▇▇▇ ▇▇▇▇▇▇ Equity Premium Income Fund Class Y Shares
Class A Shares
Class B Shares
Class C Shares
Class R Shares
Class Y Shares
▇▇▇ ▇▇▇▇▇▇ Growth and Income Fund Institutional Class Shares
Class A Shares
Class B Shares
Class C Shares
▇▇▇ ▇▇▇▇▇▇ Money Market Fund Class Y Shares
Class A Shares
Class B Shares
Class C Shares
▇▇▇ ▇▇▇▇▇▇ placeStatePennsylvania Tax Free
Income Fund Class Y Shares
Class A Shares
Class B Shares
Class C Shares
▇▇▇ ▇▇▇▇▇▇ Small Cap Growth Fund Class Y Shares
▇▇▇ ▇▇▇▇▇▇ Tax Free Money Fund Class A Shares"