AMENDMENT NO. 3 TO
SECOND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF
AIM COUNSELOR SERIES TRUST
This Amendment No. 3 (the "Amendment") to the Second Amended and
Restated Agreement and Declaration of Trust of AIM Counselor Series Trust (the
"Trust") amends, effective as of July 5, 2006, the Second Amended and Restated
Agreement and Declaration of Trust of the Trust dated as of December 6, 2005, as
amended (the "Agreement").
By consent dated as of July 5, 2006, the Board of Trustees of the
Trust, in accordance with Section 9.7 of the Agreement, approved the 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 2.6B of the Agreement is hereby added after Section 2.6A
of the Agreement as set forth below:
"Section 2.6B. Additional Conversion Rights and Preferences of Class B1
Shares of New FRF. In addition to the relative rights and preferences set
forth in Section 2.5, Section 2.6A and all other provisions of this
Agreement relating to Shares of the Trust generally, Class B1 Shares of New
FRF (as defined in Section 2.6A(a) of the Agreement) shall have the
following rights and preferences:
(a) Conversion of Class B1 Shares of New FRF. At the Class B1
Conversion Effective Time described in Section 2.6B(d) below, all
of the issued and outstanding Class B1 Shares of New FRF shall
convert to Class A Shares of New FRF upon the basis of their
respective net asset values, and thereafter shall have the
attributes of Class A Shares of New FRF. All issued and
outstanding Class B1 Shares shall thereafter be deemed to be
cancelled. The stock transfer books for Class B1 Shares of New
FRF will be closed at the Class B1 Conversion Effective Time and
only requests for redemption of Class B1 Shares of New FRF
received in proper form prior to the close of trading on the New
York Stock Exchange on the date of the Class B1 Conversion
Effective Time shall be accepted. Thereafter, redemption requests
received by New FRF for its Class B1 Shares shall be deemed to be
redemption requests for Class A Shares into which Class B1 Shares
were converted.
(b) Attribution of Assets and Liabilities. At the Class B1 Conversion
Effective Time described in Section 2.6B(d) below, the
proportionate undivided interest in the net assets of New FRF
attributable to its Class B1 Shares shall become a part of the
proportionate undivided interest in the net assets of New FRF
attributable to its Class A Shares, and the expenses, costs,
charges and reserves allocated to the Class B1 Shares of New FRF
immediately prior to the Class B1 Conversion Effective Time shall
become expenses, costs, charges and reserves of Class A Shares of
New FRF. New FRF shall instruct its transfer agent to reflect in
the transfer agent's records the attribution of the Class B1
Shares in the manner described above.
(c) Shareholder Accounts. At the Class B1 Conversion Effective Time
described in Section 2.6B(d) below, each shareholder of record of
Class B1 Shares of New FRF will receive that number of Class A
Shares of New FRF having an aggregate net asset value equal to
the aggregate net asset value of the Class B1 Shares of New FRF
held by such shareholder immediately prior to the Class B1
Conversion Effective Time. New FRF will establish an open account
on its records in the name of each Class B1 Shareholder to which
will be credited the respective number of Class A Shares of New
FRF due to such shareholder. Fractional Class B1 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 B1 Shares will be determined at the
Class B1 Conversion Effective Time in accordance with the
policies and procedures of New FRF as set forth in its
registration statement.
(d) The conversion of Class B1 Shares into Class A Shares shall occur
July 27, 2006 at 5:00 p.m. Eastern time or such later date and
time as the officers of the Trust shall determine (the "Class B1
Conversion Effective Time").
(e) If, prior to the Class B1 Conversion Effective Time, (1) the
Class A Shareholders of New FRF approve any increase in expenses
allocated to the Class A Shares of New FRF 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 New FRF 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 B1 Shares of New FRF will not
convert to the Class A Shares unless the Class B1 Shareholders of
New FRF, 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 B1
Shareholders. Should such increase in expenses not be submitted
to a vote of the Class B1 Shareholders or, if submitted, should
the Class B1 Shareholders fail to approve such increase in
expenses, the Trustees shall take such action as is necessary to:
(1) create a new class of New FRF (the "New Conversion Class A
Shares") which shall be identical in all material respects to the
Class A Shares of New FRF as they existed prior to the
implementation of the increase in expenses; and (2) ensure that
the existing Class B1 Shares of New FRF will be exchanged or
converted into New Conversion Class A Shares no later than the
Class B1 Conversion 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 B1 Shares of New FRF for a new class of New FRF (the "New
Conversion Class B1 Shares"), identical in all material respects
to the Class B1 Shares of New FRF except that the New Conversion
Class B1 Shares will convert into
2
the New Conversion Class A Shares at the Class B1 Conversion
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. A new Section 2.6C of the Agreement is hereby added after Section 2.6B
of the Agreement as set forth below:
"Section 2.6C. Additional Conversion Rights and Preferences of Certain
Class B Shares. In addition to the relative rights and preferences set
forth in Section 2.5 and Section 2.6 and all other provisions of this
Agreement relating to Shares of the Trust generally, any Class of any
Portfolio designated as Class B Shares that were acquired by (i) exchange
offer from AFRF (as defined in Section 2.6A(a) of the Agreement), or (ii)
exchange offer from a Portfolio or any other series portfolio in the AIM
fund complex if such shares were previously acquired by exchange offer from
AFRF (the "Legacy Class B Shares") shall have the following rights and
preferences:
(a) Conversion of Legacy Class B Shares. At the Legacy Class B Share
Conversion Effective Time described in Section 2.6C(d) below, all
of the issued and outstanding Legacy Class B Shares of any
Portfolio of the Trust offering Legacy Class B 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 Legacy Class B Shares shall thereafter be
deemed to be cancelled. The stock transfer books for Legacy Class
B Shares of a Portfolio will be closed at the Legacy Class B
Share Conversion Effective Time and only requests for redemption
of Legacy Class B 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 Legacy Class B Share Conversion Effective Time
shall be accepted. Thereafter, redemption requests received by a
Portfolio for Legacy Class B Shares shall be deemed to be a
redemption requests for Class A Shares into which Legacy Class B
Shares were converted.
(b) Attribution of Assets and Liabilities. At the Legacy Class B
Share Conversion Effective Time described in Section 2.6C(d)
below, the proportionate undivided interest in the net assets of
a Portfolio attributable to Legacy Class B 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 Legacy
Class B Shares of a Portfolio immediately prior to the Legacy
Class B Share Conversion 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 Legacy Class B
Shares in the manner described above.
(c) Shareholder Accounts. At the Legacy Class B Share Conversion
Effective Time described in Section 2.6C(d) below, each
shareholder of record of Legacy Class B 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 Legacy Class B Shares of such
3
Portfolio held by such shareholder immediately prior to the
Legacy Class B Share Conversion Effective Time. Each Portfolio
will establish an open account on its records in the name of each
Legacy Class B Shareholder to which will be credited the
respective number of Class A Shares of such Portfolio due to such
shareholder. Fractional Legacy Class B 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
Legacy Class B Shares will be determined at the Legacy Class B
Share Conversion Effective Time in accordance with the policies
and procedures of the applicable Portfolio as set forth in its
registration statement.
(d) The conversion of Legacy Class B Shares into Class A Shares shall
occur July 27, 2006 at 5:00 p.m. Eastern time or such later date
and time as the officers of the Trust shall determine (the
"Legacy Class B Share Conversion Effective Time").
(e) If, prior to the Legacy Class B Share Conversion 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 Legacy Class B Shares of that Portfolio will not convert
to the Class A Shares unless the Legacy Class B 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
Legacy Class B Shareholders. Should such increase in expenses not
be submitted to a vote of the Legacy Class B Shareholders or, if
submitted, should the Legacy Class B 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 Legacy 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 Legacy Class B Shares of that
Portfolio will be exchanged or converted into New Legacy Class A
Shares no later than the Legacy Class B Share Conversion
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 Legacy Class B Shares of
that Portfolio for a new class of that Portfolio (the "New Legacy
Class B Shares"), identical in all material respects to the
Legacy Class B Shares of that Portfolio except that the New
Legacy Class B Shares will convert into the New Legacy Class A
Shares at the Legacy Class B Share Conversion Effective Time.
Such exchanges or conversions shall be effected in a manner that
the Trustees reasonably believe will not be subject to federal
taxation."
4
3. Effective as of July 27, 2006, Schedule A of the Agreement is hereby
amended and restated to read in its entirety as set forth on Exhibit 1
to this Amendment effective as of the Class B1 Conversion Effective
Time as set forth in Section 2.6B of the Agreement.
4. All references in the Agreement to "this Agreement" shall mean the
Agreement as amended by this Amendment.
5. 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 July 5, 2006.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
5
EXHIBIT 1 TO AMENDMENT NO. 3
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 Advantage Health Sciences Fund Class A Shares
Class B Shares
Class C Shares
Institutional Class Shares
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 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"
A-1