AMENDMENT NO. 5 TO SECOND RESTATED MASTER DISTRIBUTION AGREEMENT (CLASS B AND CLASS B5 SHARES)

AMENDMENT NO. 5

SECOND RESTATED
MASTER DISTRIBUTION AGREEMENT
(CLASS B AND CLASS B5 SHARES)

This Amendment dated as of December 19, 2011, amends the Second Restated Master Distribution Agreement (Class B Shares and Class B5 Shares with respect to Invesco Money Market Fund) (the “Agreement”) made as of the 18th day of August, 2003, as subsequently amended, and as restated the 20th day of September, 2006 and the 4^th day of May, 2010, by and between each registered investment company set forth on Schedule A to the Agreement (each individually referred to as the “Fund”, or collectively, the “Funds”), severally, on behalf of each of its series of common stock or beneficial interest, as the case may be, set forth on Schedule A to the Agreement (each, a “Portfolio”), with respect to the applicable Class B Shares and Class B5 Shares (the “Shares”) of each Portfolio, and INVESCO DISTRIBUTORS, INC., a Delaware corporation (the “Distributor”), is hereby amended as follows:

WHEREAS, the parties desire to amend the Agreement to (i) change the name of Invesco Moderately Conservative Allocation Fund to Invesco Conservative Allocation Fund and Invesco Select Real Estate Income Fund to Invesco Global Real Estate Income Fund, and to (ii) remove Invesco Multi Sector Fund, Invesco Balanced Fund, Invesco Dividend Growth Securities Fund, Invesco Fundamental Value Fund, Invesco Large Cap Relative Value Fund, Invesco New York Tax-Free Income Fund, Invesco ▇▇▇ ▇▇▇▇▇▇ Core Equity Fund, Invesco ▇▇▇ ▇▇▇▇▇▇ Equity Premium Income Fund, Invesco Large Cap Basic Value Fund, Invesco Large Cap Growth Fund, Invesco Basic Balanced Fund, Invesco Mid Cap Basic Value Fund, Invesco Select Equity Fund, Invesco Balanced-Risk Retirement 2010 Fund, Invesco Basic Value Fund, Invesco Conservative Allocation Fund, Invesco Moderate Growth Allocation Fund, Invesco ▇▇▇ ▇▇▇▇▇▇ Asset Allocation Conservative Fund, Invesco ▇▇▇ ▇▇▇▇▇▇ Asset Allocation Growth Fund, Invesco ▇▇▇ ▇▇▇▇▇▇ Asset Allocation Moderate Fund, Invesco ▇▇▇ ▇▇▇▇▇▇ Harbor Fund, Invesco ▇▇▇ ▇▇▇▇▇▇ Real Estate Securities Fund, Invesco Japan Fund, Invesco Global Fund, Invesco Global Dividend Growth Securities Fund, Invesco Health Sciences Fund, Invesco ▇▇▇ ▇▇▇▇▇▇ Emerging Markets Fund, Invesco ▇▇▇ ▇▇▇▇▇▇ Global Equity Allocation Fund, Invesco ▇▇▇ ▇▇▇▇▇▇ Global Franchise Fund, Invesco ▇▇▇ ▇▇▇▇▇▇ International Advantage Fund, Invesco ▇▇▇ ▇▇▇▇▇▇ International Growth Fund, Invesco Core bond Fund, Invesco Income Fund, Invesco ▇▇▇ ▇▇▇▇▇▇ Core Plus Fixed Income Fund, Invesco ▇▇▇ ▇▇▇▇▇▇ Government Securities Fund, Invesco ▇▇▇ ▇▇▇▇▇▇ High Yield Fund, Invesco ▇▇▇ ▇▇▇▇▇▇ Limited Duration Fund, Invesco Financial Services Fund, Invesco Mid Cap Value Fund, Invesco Small-Mid Special Value Fund, Invesco U.S. Small Cap Value Fund, Invesco U.S. Small/Mid Cap Value Fund, Invesco Value Fund, Invesco Value II Fund, Invesco ▇▇▇ ▇▇▇▇▇▇ Capital Growth Fund, Invesco ▇▇▇ ▇▇▇▇▇▇ Enterprise Fund, Invesco ▇▇▇ ▇▇▇▇▇▇ Technology Fund, Invesco ▇▇▇ ▇▇▇▇▇▇ Utility Fund, Invesco Municipal Fund, Invesco Tax-Exempt Securities Fund, Invesco ▇▇▇ ▇▇▇▇▇▇ California Insured Tax Free Fund, Invesco ▇▇▇ ▇▇▇▇▇▇ Insured Tax Free Income Fund, Invesco Global Advantage Fund and Invesco ▇▇▇ ▇▇▇▇▇▇ Global Tactical Asset Allocation Fund;

NOW, THEREFORE, Schedule A to the Agreement is hereby deleted in its entirety and replaced with Schedule A attached to this amendment.

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


		Each FUND listed on Schedule A on behalf of the Shares of each Portfolio listed on Schedule A

				By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
				Name: ▇▇▇▇ ▇. ▇▇▇▇
				Title: Senior Vice President

		INVESCO DISTRIBUTORS, INC.

				By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
				Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
				Title: President

“SCHEDULE A
TO
SECOND RESTATED
MASTER DISTRIBUTION AGREEMENT
(CLASS B AND CLASS B5 SHARES)

AIM COUNSELOR SERIES TRUST (INVESCO COUNSELOR SERIES TRUST)