AMENDMENT NO. 10 TO SECOND AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES AGREEMENT

AMENDMENT NO. 10
TO
SECOND AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES AGREEMENT

     This Amendment dated as of September 24, 2012, amends the Second Amended and Restated Master Administrative Services Agreement (the “Agreement”), dated July 1, 2006, by and between Invesco Advisers, Inc., a Delaware corporation, and AIM Counselor Series Trust (Invesco Counselor Series Trust), a Delaware statutory trust, is hereby amended as follows:

W I T N E S S E T H:

     WHEREAS, the parties desire to amend the Agreement to change the names of Invesco Structured Core Fund to Invesco U.S. Quantitative Core Fund, Invesco Xxx Xxxxxx American Franchise Fund to Invesco American Franchise Fund, Invesco Xxx Xxxxxx Equity and Income Fund to Invesco Equity and Income Fund, Invesco Xxx Xxxxxx Growth and Income Fund to Invesco Growth and Income Fund, Invesco Xxx Xxxxxx Pennsylvania Tax Free Income Fund to Invesco Pennsylvania Tax Free Income Fund and Invesco Xxx Xxxxxx Small Cap Growth Fund to Invesco Small Cap Discovery Fund;

     NOW, THEREFORE, the parties agree as follows;

Appendix A of the Agreement is hereby deleted in its entirety and replaced with the following:

“APPENDIX A

FEE SCHEDULE TO
SECOND AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES AGREEMENT
OF
AIM COUNSELOR SERIES TRUST (INVESCO COUNSELOR SERIES TRUST)

Portfolios		Effective Date of Agreement
Invesco California Tax-Free Income Fund		February 12, 2010
Invesco Core Plus Bond Fund		June 2, 2009
Invesco Equally-Weighted S&P 500 Fund		February 12, 2010
Invesco Floating Rate Fund		July 1, 2006
Invesco S&P 500 Index Fund		February 12, 2010
Invesco Global Real Estate Income Fund		March 12, 2007
Invesco U.S. Quantitative Core Fund		July 1, 2006
Invesco American Franchise Fund		February 12, 2010
Invesco Equity and Income Fund		February 12, 2010
Invesco Growth and Income Fund		February 12, 0000
Xxxxxxx Xxxxxxxxxxxx Tax Free Income Fund		February 12, 2010
Invesco Small Cap Discovery Fund		February 12, 2010

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     The Administrator may receive from each Portfolio reimbursement for costs or reasonable compensation for such services as follows:

Rate*		Net Assets
0.023%		First $1.5 billion
0.013%		Next $1.5 billion
0.003%		Over $3 billion

* Annual minimum fee is $50,000. An additional $5,000 per class of shares is charged for each class other than the initial class. The $5,000 class fee is waived for any of the above Portfolios with insufficient assets to result in the payment of more than the minimum fee of $50,000.”

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

						INVESCO ADVISERS, INC.
Attest:		/s/ Xxxxx Xxxxxxxx				By:		/s/ Xxxx X. Xxxx
		Assistant Secretary						Xxxx X. Xxxx
								Senior Vice President
(SEAL)
						AIM COUNSELOR SERIES TRUST (INVESCO COUNSELOR SERIES TRUST)
Attest:		/s/ Xxxxx Xxxxxxxx				By:		/s/ Xxxx X. Xxxx
		Assistant Secretary						Xxxx X. Xxxx
								Senior Vice President

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