AMENDMENT NUMBER 1 TO THE THIRD AMENDED AND RESTATED
TRANSFER AGENCY AND SERVICE AGREEMENT
This Amendment, dated as of July 1, 2007, is made to the Third Amended and
Restated Transfer Agency and Service Agreement dated July 1, 2006, (the
"Agreement") between AIM Counselor Series Trust (the "Fund") and AIM Investment
Services, Inc. ("AIS") pursuant to Article 11 of the Agreement.
WITNESSETH:
WHEREAS, the parties desire to amend Schedule A of the Agreement to include
out-of-pocket expenses that may be associated with the administration of the
Fund's Rule 22c-2 compliance program:
NOW, THEREFORE, the parties, intending to be legally bound, hereby agree as
follows;
Item 4 of Schedule A of the Agreement is hereby amended to include the
following:
"(u) Fees and expenses assessed by third-party service providers in
connection with the compilation and delivery of shareholder transaction data
requested by the Transfer Agent in connection with its administration of the
Fund's Rule 22c-2 compliance program."
All other terms and provisions of the Agreement not amended herein shall
remain in full force and effect.
AIM COUNSELOR SERIES TRUST
By: /s/ Xxxx X. Xxxx
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Senior Vice President
ATTEST:
/s/ Xxxxxxx X. Xxxxx
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Assistant Secretary
AIM INVESTMENT SERVICES, INC.
By: /s/ illegible
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President
ATTEST:
/s/ Xxxxxxx X. Xxxxx
-------------------------------------
Assistant Secretary
