AMENDMENT NO. 3

                                 AMENDMENT NO. 3

                                       TO

      SECOND AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES AGREEMENT

     The Second Amended and Restated Master Administrative Services Agreement
(the "Agreement"), dated July 1, 2006, by and between Invesco Aim Advisors,
Inc., formerly A I M Advisors, Inc., a Delaware corporation, and AIM Counselor
Series Trust, a Delaware statutory trust, is hereby amended as follows:

     WHEREAS, the parties desire to amend the Agreement to add a portfolio, AIM
Core Plus Bond Fund, to the Agreement;

     NOW, THEREFORE, the parties agree as follows;

          Appendix A of the Agreement is hereby deleted in its entirety and
          replaced with the following:

                                   "APPENDIX A

                                 FEE SCHEDULE TO
      SECOND AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES AGREEMENT
                                       OF
                           AIM COUNSELOR SERIES TRUST



PORTFOLIOS                           EFFECTIVE DATE OF AGREEMENT
----------------------------------   ---------------------------
                                  
AIM Core Plus Bond Fund              June 2, 2009
AIM Multi-Sector Fund                July 1, 2006
AIM Floating Rate Fund               July 1, 2006
AIM Select Real Estate Income Fund   March 12, 2007
AIM Structured Core Fund             July 1, 2006
AIM Structured Growth Fund           July 1, 2006
AIM Structured Value Fund            July 1, 2006




     The Administrator may receive from each Portfolio reimbursement for costs
or reasonable compensation for such services as follows:



Rate*   Net Assets
-----   ------------------
     
0.023%  First $1.5 billion
0.013%  Next $1.5 billion
0.003%  Over $3 billion


*    Annual minimum fee is $50,000. An additional $10,000 per class of shares is
     charged for each class other than the initial class. The $10,000 class fee
     is waived for any of the above Portfolios with insufficient assets to
     result in the payment of more than the minimum fee of $50,000."

     All other terms and provisions of the Agreement not amended herein shall
remain in full force and effect.

Dated: June 2, 2009

                                        INVESCO AIM ADVISORS, INC.


Attest: P. Xxxxxxxx Xxxxx               By: /s/ Xxxx X. Xxxx
        -----------------------------       ------------------------------------
        Assistant Secretary                 Xxxx X. Xxxx
                                            Senior Vice President

(SEAL)

                                        AIM COUNSELOR SERIES TRUST


Attest: P. Xxxxxxxx Xxxxx               By: /s/ Xxxx X. Xxxx
        -----------------------------       ------------------------------------
        Assistant Secretary                 Xxxx X. Xxxx
                                            Senior Vice President