AMENDMENT NO. 1 TO MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS

AMENDMENT NO. 1

TO

MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS

     This Amendment dated as of June 2, 2009, amends the Master Intergroup Sub-Advisory Contract for Mutual Funds (the “Contract”), dated May 1, 2008, between Invesco Aim Advisors, Inc. (the “Adviser”), on behalf of AIM Counselor Series Trust, and each of Invesco Trimark Ltd., formerly AIM Funds Management Inc., Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Ltd., Invesco Australia Limited, Invesco Global Asset Management (N.A.), Inc., Invesco Hong Kong Limited, Invesco Institutional (N.A.), Inc., and Invesco Senior Secured Management, Inc. (each a “Sub-Adviser” and, collectively, the “Sub-Advisers”).

WITNESSETH:

     WHEREAS, the parties desire to amend the Contract to add a fund — AIM Core Plus Bond 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

AIM Core Plus Bond Fund
AIM Floating Rate Fund
AIM Multi-Sector Fund
AIM Select Real Estate Income Fund
AIM Structured Core Fund
AIM Structured Growth Fund
AIM Structured Value 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 AIM ADVISORS, INC.
		Advisor
		By:		/s/ ▇▇▇▇ ▇. ▇▇▇▇
		Name:		▇▇▇▇ ▇. ▇▇▇▇
		Title:		Senior Vice President

		INVESCO TRIMARK LTD.
		Sub-Advisor
		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-Advisor
		By:		/s/ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
		Name:		▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
		Title:		Managing Director

		INVESCO ASSET MANAGEMENT LIMITED
		Sub-Advisor
		By:		/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
		Name:		▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
		Title:		Director

		INVESCO ASSET MANAGEMENT (JAPAN) LTD.
		Sub-Advisor
		By:		/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
		Name:		▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
		Title:		Managing Director

		INVESCO AUSTRALIA LIMITED
		Sub-Advisor
		By:		/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
		Name:		▇▇▇▇ ▇▇▇▇▇▇▇
		Title:		Head of Product & Management
		By:		/s/ ▇▇▇ ▇▇▇▇▇▇▇
		Name:		▇▇▇ ▇▇▇▇▇▇▇
		Title:		Head of Legal

		INVESCO GLOBAL ASSET MANAGEMENT (N.A.), INC.
		Sub-Advisor
		By:		/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
		Name:		▇▇▇▇ ▇. ▇▇▇▇▇▇▇
		Title:		President & CEO

		INVESCO HONG KONG LIMITED
		Sub-Advisor
		By:		/s/ ▇▇▇▇ ▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇▇▇
		Name:		▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇
		Title:		Director, Director

		INVESCO INSTITUTIONAL (N.A.), INC.
		Sub-Advisor
		By:		/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
		Name:		▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
		Title:		Secretary and General Counsel

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