AMENDMENT NO. 5 TO MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS

AMENDMENT NO. 5
TO
MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS

     This Amendment dated as of October 29, 2010, amends the Master Intergroup Sub-Advisory Contract for Mutual Funds (the “Contract”), dated May 1, 2008, between Invesco Advisers, Inc. (the “Adviser”), on behalf of AIM Counselor Series Trust (Invesco Counselor Series Trust), and each of Invesco Trimark Ltd., Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Ltd., Invesco Australia Limited, Invesco Hong Kong Limited and Invesco Senior Secured Management, Inc. (each a “Sub-Adviser” and, collectively, the “Sub-Advisers”).

W I T N E S S E T H:

     WHEREAS, the parties desire to amend the Contract to remove the following series portfolios: Invesco Structured Growth Fund, Invesco Structured Value Fund, Invesco ▇▇▇ ▇▇▇▇▇▇ Money Market Fund and Invesco ▇▇▇ ▇▇▇▇▇▇ Tax Free Money Fund;

     NOW, THEREFORE, the parties agree as follows;

1.

Exhibit A to the Contract is hereby deleted in its entirety and replaced with the following:

“EXHIBIT A

Funds

Invesco Balanced Fund
Invesco California Tax-Free Income Fund
Invesco Core Plus Bond Fund
Invesco Dividend Growth Securities Fund
Invesco Equally-Weighted S&P 500 Fund
Invesco Floating Rate Fund
Invesco Fundamental Value Fund
Invesco Large Cap Relative Value Fund
Invesco Multi-Sector Fund
Invesco New York Tax-Free Income Fund
Invesco S&P 500 Index Fund
Invesco Select Real Estate Income Fund
Invesco Structured Core Fund
Invesco ▇▇▇ ▇▇▇▇▇▇ American Franchise Fund
Invesco ▇▇▇ ▇▇▇▇▇▇ Core Equity Fund
Invesco ▇▇▇ ▇▇▇▇▇▇ Equity and Income Fund
Invesco ▇▇▇ ▇▇▇▇▇▇ Equity Premium Income Fund
Invesco ▇▇▇ ▇▇▇▇▇▇ Growth and Income Fund
Invesco ▇▇▇ ▇▇▇▇▇▇ Pennsylvania Tax Free Income Fund
Invesco ▇▇▇ ▇▇▇▇▇▇ Small Cap Growth Fund”

2.

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

     IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed by their officers designated as of the day and year first above written.

		INVESCO ADVISERS, INC.
		Adviser
		By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
		Name: ▇▇▇▇ ▇. ▇▇▇▇
		Title: Senior Vice President

		INVESCO TRIMARK LTD.
		Sub-Adviser
		By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
		Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
		Title: Senior Vice President, Legal and
		Secretary
		By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
		Name: ▇▇▇▇▇ ▇▇▇▇▇▇
		Title: Vice President, Compliance & Chief
		Compliance Officer

		INVESCO ASSET MANAGEMENT DEUTSCHLAND GMBH
		Sub-Adviser
		By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
		Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
		Title: Managing Directors

		INVESCO ASSET MANAGEMENT LIMITED
		Sub-Adviser
		By: /s/ [ILLEGIBLE]
		Name:
		Title: Director

		INVESCO ASSET MANAGEMENT (JAPAN) LTD.
		Sub-Adviser
		By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
		Name: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
		Title: President and CEO

		INVESCO AUSTRALIA LIMITED
		Sub-Adviser
		By: /s/ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇
		Name: ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇
		Title: Head of Legal, Head of Product & Marketing

		INVESCO HONG KONG LIMITED
		Sub-Adviser
		By: /s/ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
		Name: ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
		Title: Directors

		INVESCO SENIOR SECURED MANAGEMENT, INC.
		Sub-Adviser
		By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
		Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
		Title: Secretary & General Counsel