AMENDMENT NO. 8 TO MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS

AMENDMENT NO. 8

TO

MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS

     This Amendment dated as of July 31, 2013, 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 Canada 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 change the names of Invesco U.S. Quantitative Core Fund to Invesco Low Volatility Equity Yield 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 California Tax-Free Income Fund
Invesco Core Plus Bond Fund
Invesco Equally-Weighted S&P 500 Fund
Invesco Floating Rate Fund
Invesco S&P 500 Index Fund
Invesco Global Real Estate Income Fund
Invesco Low Volatility Equity Yield Fund
Invesco American Franchise Fund
Invesco Equity and Income Fund
Invesco Growth and Income Fund
Invesco Pennsylvania Tax Free Income Fund
Invesco Small Cap Discovery 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 CANADA LTD.
		Sub-Adviser
		By:		/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
		Name:		▇▇▇▇▇ ▇. ▇▇▇▇▇▇
		Title:		Executive Vice President & Chief Financial Officer
		By:		/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
		Name:		▇▇▇▇▇ ▇▇▇▇▇▇
		Title:		Senior Vice President, Fund Administration & Chief Financial Officer, Funds

		INVESCO ASSET MANAGEMENT DEUTSCHLAND GMBH
		Sub-Adviser
		By:		/s/ ▇. ▇▇▇▇▇▇▇    /s/ ▇. ▇▇▇▇▇▇
		Name:		▇. ▇▇▇▇▇▇▇         ▇. ▇▇▇▇▇▇
		Title:		17.07.2013        17.07.2013

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

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

		INVESCO AUSTRALIA LIMITED
		Sub-Adviser
		By:		/s/ ▇▇▇▇ ▇▇▇▇▇▇▇              /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
		Name:		▇▇▇▇ ▇▇▇▇▇▇▇                   ▇▇▇▇ ▇▇▇▇▇▇▇
		Title:		Company Secretary      Director

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

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