AMENDMENT NO. [ ] TO FIRST RESTATED MASTER DISTRIBUTION AGREEMENT (CLASS B AND CLASS B5 SHARES)

AMENDMENT NO. [ ]

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

The First Restated Master Distribution Agreement (Class B Shares and Class B5 Shares with respect to AIM Money Market Fund) (the “Agreement”) made as of the 18^th day of August, 2003, as subsequently amended, and as restated the 20^th day of September, 2006, 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 Class B Shares of each Portfolio and Class B5 Shares of AIM Money Market Fund (the “Shares”), and INVESCO AIM DISTRIBUTORS, INC., a Delaware corporation (the “Distributor”), is hereby amended as follows:

WHEREAS, the parties desire to amend the Agreement to:

(1)

add the following new portfolios – Invesco Alternative Opportunities Fund, Invesco Balanced Fund, Invesco California Tax-Free Income Fund, Invesco Commodities Alpha Fund, Invesco Convertible Securities Fund, Invesco Dividend Growth Securities Fund, Invesco Equally-Weighted S&P 500 Fund, Invesco Fundamental Value Fund, Invesco FX Alpha Plus Strategy Fund, Invesco FX Alpha Strategy Fund, Invesco Global Advantage Fund, Invesco Global Dividend Growth Securities Fund, Invesco Health Sciences Fund, Invesco High Yield Securities Fund, Invesco International Growth Equity Fund, Invesco Large Cap Relative Value Fund, Invesco Mid-Cap Value Fund, Invesco Municipal Fund, Invesco Natural Resources Fund, Invesco New York Tax-Free Income Fund, Invesco Pacific Growth Fund, Invesco S&P 500 Index Fund, Invesco Small-Mid Special Value Fund, Invesco Special Value Fund, Invesco Tax-Exempt Securities Fund, Invesco Technology Fund, Invesco U.S. Mid Cap 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 ▇▇▇ ▇▇▇▇▇▇ American Franchise Fund, Invesco ▇▇▇ ▇▇▇▇▇▇ American Value Fund, Invesco ▇▇▇ ▇▇▇▇▇▇ Asset Allocation Conservative Fund, Invesco ▇▇▇ ▇▇▇▇▇▇ Asset Allocation Growth Fund, Invesco ▇▇▇ ▇▇▇▇▇▇ Asset Allocation Moderate Fund, Invesco ▇▇▇ ▇▇▇▇▇▇ California Insured Tax Free Fund, Invesco ▇▇▇ ▇▇▇▇▇▇ Capital Growth Fund, Invesco ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Fund, Invesco ▇▇▇ ▇▇▇▇▇▇ Core Equity Fund, Invesco ▇▇▇ ▇▇▇▇▇▇ Core Plus Fixed Income Fund, Invesco ▇▇▇ ▇▇▇▇▇▇ Corporate Bond Fund, Invesco ▇▇▇ ▇▇▇▇▇▇ Emerging Markets Fund, Invesco ▇▇▇ ▇▇▇▇▇▇ Enterprise Fund, Invesco ▇▇▇ ▇▇▇▇▇▇ Equity and Income Fund, Invesco ▇▇▇ ▇▇▇▇▇▇ Equity Premium Income Fund, Invesco ▇▇▇ ▇▇▇▇▇▇ Global Bond Fund, Invesco ▇▇▇ ▇▇▇▇▇▇ Global Equity Allocation Fund, Invesco ▇▇▇ ▇▇▇▇▇▇ Global Franchise Fund, Invesco ▇▇▇ ▇▇▇▇▇▇ Global Tactical Asset Allocation Fund, Invesco ▇▇▇ ▇▇▇▇▇▇ Government Securities Fund, Invesco ▇▇▇ ▇▇▇▇▇▇ Growth and Income Fund, Invesco ▇▇▇ ▇▇▇▇▇▇ Harbor Fund, Invesco ▇▇▇ ▇▇▇▇▇▇ High Yield Fund, Invesco ▇▇▇ ▇▇▇▇▇▇ High Yield Municipal Fund, Invesco ▇▇▇ ▇▇▇▇▇▇ Insured Tax Free Income Fund, Invesco ▇▇▇ ▇▇▇▇▇▇ Intermediate Term Municipal Income Fund, Invesco ▇▇▇ ▇▇▇▇▇▇ International Advantage Fund, Invesco ▇▇▇ ▇▇▇▇▇▇ International Growth Fund, Invesco ▇▇▇ ▇▇▇▇▇▇ Leaders Fund, Invesco ▇▇▇ ▇▇▇▇▇▇ Limited Duration Fund, Invesco ▇▇▇ ▇▇▇▇▇▇ Mid Cap Growth Fund, Invesco ▇▇▇ ▇▇▇▇▇▇ Money Market Fund, Invesco ▇▇▇ ▇▇▇▇▇▇ Municipal Income Fund, Invesco ▇▇▇ ▇▇▇▇▇▇ New York Tax Free Income Fund, Invesco ▇▇▇ ▇▇▇▇▇▇

Pennsylvania Tax Free Income Fund, Invesco ▇▇▇ ▇▇▇▇▇▇ Real Estate Securities Fund, Invesco ▇▇▇ ▇▇▇▇▇▇ Small Cap Growth Fund, Invesco ▇▇▇ ▇▇▇▇▇▇ Small Cap Value Fund, Invesco ▇▇▇ ▇▇▇▇▇▇ Strategic Municipal Income Fund, Invesco ▇▇▇ ▇▇▇▇▇▇ Technology Fund, Invesco ▇▇▇ ▇▇▇▇▇▇ U.S. Mortgage Fund, Invesco ▇▇▇ ▇▇▇▇▇▇ Utility Fund and Invesco ▇▇▇ ▇▇▇▇▇▇ Value Opportunities Fund, effective February___, 2010; and

(2)

to reflect the addition of Class B5 shares to AIM Money Market Fund, effective February ___, 2010;

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.

Dated: February ___, 2010


Each FUND listed on Schedule A on behalf of the Shares of each Portfolio listed on Schedule A
By:
	Name:	▇▇▇▇ ▇. ▇▇▇▇
	Title:	Senior Vice President

INVESCO AIM DISTRIBUTORS, INC.
By:
	Name:	▇▇▇▇ ▇. ▇▇▇▇▇▇
	Title:	President

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

AIM COUNSELOR SERIES TRUST