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
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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: By:
----------------------------- ------------------------------------
Assistant Secretary Xxxx X. Xxxx
Senior Vice President
(SEAL)
AIM COUNSELOR SERIES TRUST
Attest: By:
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Assistant Secretary Xxxx X. Xxxx
Senior Vice President