AMENDMENT NO.4 TO MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS

AMENDMENT NO.4

TO

MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS

     This Amendment dated as of April 30, 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, 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, AIM Counselor Series is now named AIM Counselor Series Trust (Invesco Counselor Series Trust); and

     WHEREAS, the following Funds have been renamed:

CURRENT NAME		NEW NAME
AIM Core Plus Bond Fund		Invesco Core Plus Bond Fund
AIM Floating Rate Fund		Invesco Floating Rate Fund
AIM Multi-Sector Fund		Invesco Multi-Sector Fund
AIM Select Real Estate Income Fund		Invesco Select Real Estate Income Fund
AIM Structured Core Fund		Invesco Structured Core Fund
AIM Structured Growth Fund		Invesco Structured Growth Fund
AIM Structured Value Fund		Invesco Structured Value Fund;

     NOW, THEREFORE, the parties agree that;

	1.		All references to AIM Counselor Series Trust in the Contract are deleted and replaced with AIM Counselor Series Trust (Invesco Counselor Series Trust).
	2.		Exhibit A to the Contract is hereby deleted in its entirety and replaced with the following:

“EXHIBIT A

Funds

Invesco Core Plus Bond Fund

Invesco Floating Rate Fund

Invesco Multi-Sector Fund

Invesco Select Real Estate Income Fund

Invesco Structured Core Fund

Invesco Structured Growth Fund

Invesco Structured Value Fund

Invesco Balanced Fund

Invesco California Tax-Free Income Fund

Invesco Dividend Growth Securities Fund

Invesco Equally-Weighted S&P 500 Fund

Invesco Fundamental Value Fund

Invesco Large Cap Relative Value Fund

Invesco New York Tax-Free Income Fund

Invesco S&P 500 Index Fund

Invesco Xxx Xxxxxx American Franchise Fund

Invesco Xxx Xxxxxx Core Equity Fund

Invesco Xxx Xxxxxx Equity and Income Fund

Invesco Xxx Xxxxxx Equity Premium Income Fund

Invesco Xxx Xxxxxx Growth and Income Fund

Invesco Xxx Xxxxxx Money Market Fund

Invesco Xxx Xxxxxx Pennsylvania Tax Free Income Fund

Invesco Xxx Xxxxxx Small Cap Growth Fund

Invesco Xxx Xxxxxx Tax Free Money Fund”

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

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     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/ Xxxx X. Xxxx
		Name:	Xxxx X. Xxxx
		Title:	Senior Vice President

3

	INVESCO TRIMARK LTD. Sub-Adviser
	By:	/s/ Xxxx Xxxxxxx
		Name:	Xxxx Xxxxxxx
		Title:	Senior Vice President, Legal & Secretary
	By:	/s/ Xxxxx Xxxxxx
		Name:	Xxxxx Xxxxxx
		Title:	Vice President, Compliance & Chief Compliance Officer

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	INVESCO ASSET MANAGEMENT DEUTSCHLAND GMBH Sub-Adviser
	By:	/s/ Xxxx X. Xxxxx      /s/ Jens Langewand
		Name:	Xxxx X. Xxxxx Jens Langewand
		Title:	Managing Directors

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	INVESCO ASSET MANAGEMENT LIMITED Sub-Adviser
	By:	/s/ Xxxxxxxx Xxxxx
		Name:	Xxxxxxxx Xxxxx
		Title:	Head of Legal For UK & Ireland

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

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	INVESCO AUSTRALIA LIMITED Sub-Adviser
	By:	/s/ Xxxxxx Xxxx     /s/ Xxx Xxxxxxx
		Name:	Xxxxxx Xxxx Xxx Xxxxxxx
		Title:	Director Head of Legal

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	INVESCO HONG KONG LIMITED Sub-Adviser
	By:	/s/ Xxxx Xxxx       /s/ Xxxxxx Xxx
		Name:	Xxxx Xxxx Xxxxxx Xxx
		Title:	Director Director

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

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