AMENDMENT NO. 7 TO
SECOND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF
AIM COUNSELOR SERIES TRUST
This Amendment No. 7 (the "Amendment") to the Second Amended and
Restated Agreement and Declaration of Trust of AIM Counselor Series Trust (the
"Trust") amends, effective as of May 1, 2008, the Second Amended and Restated
Agreement and Declaration of Trust of the Trust dated as of December 6, 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 Shareholders of the Trust approved this amendment to
eliminate the requirement that shareholders approve the termination of the
Trust, a Fund or share class if there are 100 or more holders of record of the
Trust, Fund or share class;
NOW, THEREFORE, the Agreement is hereby amended as follows:
1. The first paragraph of Section 6.1 of the Agreement is amended and
restated to read as follows:
"Section 6.1 Voting Powers. The Shareholders shall have power to vote
only to: (i) elect Trustees, provided that a meeting of Shareholders
has been called for that purpose; (ii) remove Trustees, provided that
a meeting of Shareholders has been called for that purpose; (iii)
approve the sale of all or substantially all the assets of the Trust
or any Portfolio or Class, unless the primary purpose of such sale is
to change the Trust's domicile or form of organization or form of
statutory trust; (iv) approve the merger or consolidation of the Trust
or any Portfolio or Class with and into another Company or with and
into any Portfolio or Class of the Trust, unless (A) the primary
purpose of such merger or consolidation is to change the Trust's
domicile or form of organization or form of statutory 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 or Class will have a
majority of the outstanding shares of the surviving Company or
Portfolio or Class thereof, as the case may be; (v) approve any
amendment to this Article VI, Section 6.1; and (vi) approve such
additional matters as may be required by law or as the Trustees, in
their sole discretion, shall determine."
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.
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IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the
Trust, has executed this Amendment as of May 1, 2008.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇
Title: Senior Vice President
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