AMENDMENT NO. 2 TO
AMENDED AND RESTATED
AGREEMENT AND DECLARATION OF TRUST OF AIM FLOATING RATE FUND
This Amendment No. 2 (the "Amendment") to the Amended and Restated
Agreement and Declaration of Trust of AIM Floating Rate Fund (the "Trust")
amends, effective as of December 2, 2004, the Amended and Restated Agreement and
Declaration of Trust of the Trust dated as of May 15, 2002, as amended (the
"Agreement").
At a meeting held on December 2, 2004, the Board of Trustees of the
Trust, in accordance with Section 9.7 of the Agreement, approved 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. Section 1.4 of the Agreement is hereby amended and restated to read in its
entirety as set forth below:
Section 1.4. Certificate of Trust. Immediately upon the execution of
this Agreement, the Trustees shall file a Certificate of Trust in the
office of the Secretary of State of the State of Delaware pursuant to
the Delaware Act.
2. Section 7.1 of the Agreement is hereby amended and restated to read in its
entirety as set forth below:
Section 7.1 Distributions. The Trustees may from time to time declare
and pay dividends and make other distributions with respect to any
Portfolio, or Class thereof, which may be from income, capital gains or
capital. The amount of such dividends or distributions and the payment
of them and whether they are in cash or any other Trust Property shall
be wholly in the discretion of the Trustees, although the Trustees
pursuant to Section 4.1(j) may delegate the authority to set record,
declaration, payment and ex-dividend dates, determine the amount of
dividends and distributions and pay such dividends and distributions.
Dividends and other distributions may be paid pursuant to a standing
resolution adopted once or more often as the Trustees determine. All
dividends and other distributions on Shares of a particular Portfolio
or Class shall be distributed pro rata to the Shareholders of that
Portfolio or Class, as the case may be, in proportion to the number of
Shares of that Portfolio or Class they held on the record date
established for such payment, provided that such dividends and other
distributions on Shares of a Class shall appropriately reflect Class
Expenses and other expenses allocated to that Class.
The Trustees may adopt and offer to Shareholders such dividend
reinvestment plans, cash distribution payment plans, or similar plans
as the Trustees deem appropriate.
3. All references in the Agreement to "this Agreement" shall mean the
Agreement as amended by this Amendment.
4. 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 December 2, 2004.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
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