AMENDMENT NUMBER 2 TO THE THIRD AMENDED AND RESTATED
TRANSFER AGENCY AND SERVICE AGREEMENT
This Amendment, dated as of October 3, 2008, is made to the Third Amended and
Restated Transfer Agency and Service Agreement dated July 1, 2006, (the
"Agreement") between AIM Investment Securities Funds (the "Fund") and Invesco
Aim Investment Services, Inc., formerly AIM Investment Services, Inc. (the
"Transfer Agent") pursuant to Article 11 of the Agreement.
W I T N E S S E T H:
WHEREAS, the parties desire to amend the Agreement to include Class Y
shares:
NOW, THEREFORE, the parties, intending to be legally bound, hereby
agree as follows;
Schedule A of the Agreement is hereby amended and restated to read in its
entirety as set forth below:
"SCHEDULE A
1. RETAIL SHARE CLASSES
OPEN ACCOUNT FEE. For performance by the Transfer Agent pursuant to
this Agreement, the Fund agrees on behalf of each of the Portfolios to pay the
Transfer Agent an annualized fee for shareholder accounts holding Class X, X0,
X, X, X, X, X, AIM Cash Reserve and Investor Class Shares that are open during
any monthly period at a rate of $20.60.
CLOSED ACCOUNT FEE. For performance by the Transfer Agent pursuant to
this Agreement, the Fund agrees on behalf of each of the Portfolios to pay the
Transfer Agent an annualized fee for shareholder accounts which previously held
Class X, X0, X, X, X, X, X, AIM Cash Reserve and Investor Class Shares that were
closed during any monthly period at a rate of $0.70, to be paid for twelve
months following the date on which an account was closed.
DETERMINING NUMBER OF BILLABLE ACCOUNTS. The Open Account Fee and the
Closed Account Fee shall be paid only with respect to accounts serviced directly
by the Transfer Agent and not with respect to accounts serviced by third parties
pursuant to omnibus account service or sub-accounting agreements, as provided in
Section 2.04 of the Agreement.
BILLING OF FEES. Both the Open and Closed Account Fees shall be billed
by the Transfer Agent monthly in arrears on a prorated basis of 1/12 of the
annualized fee for all such accounts.
2. INSTITUTIONAL SHARE CLASSES
ACCOUNTS SERVICED BY THE TRANSFER AGENT. For performance by the
Transfer Agent pursuant to this Agreement, the Fund agrees on behalf of the
Institutional Class Shares of each Portfolio to pay the Transfer Agent a fee
equal to $2.00 per trade executed, to be billed monthly in arrears.
CAP ON TRANSFER AGENCY FEES AND EXPENSES. The Transfer Agent agrees to
waive the right to collect any fee or reimbursement to which it is entitled
hereunder to the extent that collecting such fee or reimbursement would cause
the fees and expenses incurred hereunder by the Institutional Class Shares of
any given Portfolio to exceed 0.10% of the average net assets attributable to
such Class of such Portfolio.
3. INVESTMENT CREDITS
The total fees due to the Transfer Agent from all funds affiliated with
the Fund shall be reduced by an amount equal to the investment income earned by
the Transfer Agent, if any, on the balances of the disbursement accounts for
those funds. Such credits shall first be allocated to the Institutional Class,
if any, of a Portfolio based upon the number of accounts holding shares of such
Class relative to the total number of accounts holding all Classes of shares in
the Portfolio. The Portfolio's remaining fiscal year-to-date credits shall be
allocated among accounts holding Class X, X0, X, X, X, X, X, AIM Cash Reserve
and Investor Class Shares, as applicable, on the basis of fiscal year-to-date
average net assets.
4. OUT-OF-POCKET EXPENSES
The Fund shall reimburse the Transfer Agent monthly for applicable
out-of-pocket expenses relating to the procurement of the following goods and
services, as they relate to the performance of the Transfer Agent's obligations
set forth in Article I of the Agreement, including, but not limited to:
(a) Remote access, license and usage charges paid by the Transfer
Agent for use of shareholder record keeping and related
systems provided by DST Systems, Inc., and used by the
Transfer Agent to service Shareholder accounts, including but
not limited to:
(i) TA2000--Registered Trademark--, the record keeping
system on which records related to most Shareholder
accounts will be maintained;
(ii) TRAC2000--Registered Trademark--, the record keeping
system on which records related to Shareholder accounts
held by and through employer-sponsored retirement plans
are maintained;
(iii) Automated Work Distributor--Trademark--, a document
imaging, storage and distribution system;
(iv) Financial Access Network, a computer system and related
software applications which will provide the necessary
interfaces to allow customers to access account
information residing on the TA2000 and TRAC2000 systems
through xxxxxxxxxx.xxx;
(v) PowerSelect--Trademark--, a reporting database that the
Transfer Agent can query to produce reports derived
from Shareholder account data residing on the TA2000
and TRAC2000 systems; and
(vi) Client specific system enhancements.
(b) Computer and data processing and storage equipment,
communication lines and equipment, printers and other
equipment used in connection with the provision of services
hereunder, and any expenses incurred in connection with the
installation and use of such equipment and lines.
(c) Microfiche, microfilm and electronic image scanning equipment.
(d) Electronic data and image storage media and related storage
costs.
(e) Record retention, retrieval and destruction costs, including,
but not limited to exit fees charged by third party record
keeping vendors.
(f) Telephone and telecommunication costs, including all lease,
maintenance and line costs.
(g) Programming costs, system access and usage fees, electronic
presentment service fees, data and document delivery fees, and
other related fees and costs which relate to the printing and
delivery of the following documents to Shareholders and to
each Shareholder's broker of record:
(i) Investment confirmations;
(ii) Periodic account statements;
(iii) Tax forms; and
(iv) Redemption checks.
(h) Printing costs, including, without limitation, the costs
associated with printing stationery, envelopes, share
certificates, checks, investment confirmations, periodic
account statements, and tax forms.
(i) Postage (bulk, pre-sort, ZIP+4, bar coding, first class),
certified and overnight mail and private delivery services,
courier services and related insurance.
(j) Certificate insurance.
(k) Banking charges, including without limitation, incoming and
outgoing wire charges and charges associated with the receipt
and processing of government allotments.
(l) Check writing fees.
(m) Federal Reserve charges for check clearance.
(n) Rendering fees.
(o) Audit, consulting and legal fees which relate to the provision
of service hereunder.
(p) Shareholder information and education mailings, including, but
not limited to, periodic shareholder newsletters and tax
guides.
(q) Duplicate services;
(r) Such other miscellaneous expenses reasonably incurred by the
Transfer Agent in performing its duties and responsibilities.
(s) Due diligence mailings.
(t) Ad hoc reports.
(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.
The Fund agrees that postage and mailing expenses will be paid on the
day of or prior to mailing. In addition, the Fund will promptly reimburse the
Transfer Agent for any other unscheduled expenses incurred by the Transfer Agent
whenever the Fund and the Transfer Agent mutually agree that such expenses are
not otherwise properly borne by the Transfer Agent as part of its duties and
obligations under the Agreement.
Out-of-pocket expenses incurred by the Transfer Agent hereunder shall
first be allocated among the series portfolios of the AIM Funds based upon the
number of open accounts holding shares in such portfolios. Such out-of-pocket
expenses that have been allocated to a Portfolio shall be further allocated to
the Institutional Class, if any, of such Portfolio based upon the number of
accounts holding shares of such Class relative to the total number of accounts
holding shares of all Classes in the Portfolio. The remaining amount of the
Portfolio's fiscal year-to-date out-of-pocket expenses shall be further
allocated among accounts holding Class X, X0, X, X, X, X, X, AIM Cash Reserve
and Investor Class Shares, as applicable, on the basis of fiscal year-to-date
average net assets.
5. DEFINITIONS
As used in this Fee Schedule, "AIM Funds" shall mean all investment
companies and their series portfolios, if any, comprising, from time to time,
the AIM Family of Funds--Registered Trademark--."
All other terms and provisions of the Agreement not amended herein
shall remain in full force and effect.
AIM INVESTMENT SECURITIES FUNDS
By:
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Senior Vice President
ATTEST:
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Assistant Secretary
INVESCO AIM INVESTMENT SERVICES, INC.
By:
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President
ATTEST:
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Assistant Secretary
