AMENDMENT NO. 13 TO SECOND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF AIM COUNSELOR SERIES TRUST

AMENDMENT NO. 13
TO SECOND AMENDED AND RESTATED
AGREEMENT AND DECLARATION OF TRUST OF
AIM COUNSELOR SERIES TRUST

This Amendment No. 13 (the “Amendment”) to the Second Amended and Restated Agreement and Declaration of Trust of AIM Counselor Series Trust (the “Trust”) amends, effective April 30, 2010, the Second Amended and Restated Agreement and Declaration of Trust of the Trust dated as of September 14, 2005, as amended (the “Agreement”).

Under Section 9.7 of the Agreement, this Amendment may be executed by a duly authorized officer of the Trust.

WHEREAS, the Trust desires to amend the Agreement to change the registrant name effective April 30, 2010, from AIM Counselor Series Trust to AIM Counselor Series Trust (Invesco Counselor Series Trust); and

WHEREAS, the Trust desires to amend the Agreement to change the following Funds’ names effective April 30, 2010:


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 Agreement is hereby amended as follows:

1. Any and all references to AIM Counselor Series Trust are hereby changed to AIM Counselor Series Trust (Invesco Counselor Series Trust).

2. Schedule A of the Agreement is hereby amended and restated to read in its entirety as set forth on Exhibit 1 to this Amendment.

3. All references in the Agreement to “this Agreement” shall mean the Agreement as amended by this Amendment.

4. Except as specifically amended by this Amendment, the Agreement is hereby confirmed and remains in full force and effect.

IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the Trust, has executed this Amendment as of February 26, 2010.

EXHIBIT 1

“SCHEDULE A
AIM COUNSELOR SERIES TRUST (INVESCO COUNSELOR SERIES TRUST)
PORTFOLIOS AND CLASSES THEREOF


PORTFOLIO		CLASSES OF EACH PORTFOLIO
Invesco Balanced Fund		Class A Shares
		Class B Shares
		Class C Shares
		Class Y Shares

Invesco California Tax-Free Income Fund		Class A Shares
		Class B Shares
		Class C Shares
		Class Y Shares

Invesco Core Plus Bond Fund		Class A Shares
		Class B Shares
		Class C Shares
		Class R Shares
		Class Y Shares
		Institutional Class Shares

Invesco Dividend Growth Securities Fund		Class A Shares
		Class B Shares
		Class C Shares
		Class Y Shares

Invesco Equally-Weighted S&P 500 Fund		Class A Shares
		Class B Shares
		Class C Shares
		Class R Shares
		Class Y Shares

Invesco Floating Rate Fund		Class A Shares
		Class C Shares
		Class R Shares
		Class Y Shares
		Institutional Class Shares

Invesco Fundamental Value Fund		Class A Shares
		Class B Shares
		Class C Shares
		Class Y Shares

Invesco Large Cap Relative Value Fund		Class A Shares
		Class B Shares
		Class C Shares
		Class Y Shares


PORTFOLIO		CLASSES OF EACH PORTFOLIO
Invesco Multi-Sector Fund		Class A Shares
		Class B Shares
		Class C Shares
		Class Y Shares
		Institutional Class Shares

Invesco New York Tax-Free Income Fund		Class A Shares
		Class B Shares
		Class C Shares
		Class Y Shares

Invesco S&P 500 Index Fund		Class A Shares
		Class B Shares
		Class C Shares
		Class Y Shares

Invesco Select Real Estate Income Fund		Class A Shares
		Class B Shares
		Class C Shares
		Class Y Shares
		Institutional Class Shares

Invesco Structured Core Fund		Class A Shares
		Class B Shares
		Class C Shares
		Class R Shares
		Class Y Shares
		Institutional Class Shares
		Investor Class Shares

Invesco Structured Growth Fund		Class A Shares
		Class B Shares
		Class C Shares
		Class R Shares
		Class Y Shares
		Institutional Class Shares

Invesco Structured Value Fund		Class A Shares
		Class B Shares
		Class C Shares
		Class R Shares
		Class Y Shares
		Institutional Class Shares

Invesco Xxx Xxxxxx American Franchise Fund		Class A Shares
		Class B Shares
		Class C Shares
		Class Y Shares


PORTFOLIO		CLASSES OF EACH PORTFOLIO
Invesco Xxx Xxxxxx Core Equity Fund		Class A Shares
		Class B Shares
		Class C Shares
		Class R Shares
		Class Y Shares

Invesco Xxx Xxxxxx Equity and Income Fund		Class A Shares
		Class B Shares
		Class C Shares
		Class R Shares
		Class Y Shares
		Institutional Class Shares

Invesco Xxx Xxxxxx Equity Premium Income Fund		Class A Shares
		Class B Shares
		Class C Shares
		Class Y Shares

Invesco Xxx Xxxxxx Growth and Income Fund		Class A Shares
		Class B Shares
		Class C Shares
		Class R Shares
		Class Y Shares
		Institutional Class Shares

Invesco Xxx Xxxxxx Money Market Fund		Class A Shares
		Class B Shares
		Class C Shares
		Class Y Shares

Invesco Xxx Xxxxxx Pennsylvania Tax Free Income		Class A Shares
Fund		Class B Shares
		Class C Shares
		Class Y Shares

Invesco Xxx Xxxxxx Small Cap Growth Fund		Class A Shares
		Class B Shares
		Class C Shares
		Class Y Shares

Invesco Xxx Xxxxxx Tax Free Money Fund		Class A Shares”

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