AMENDMENT NO. 14 TO SECOND AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES AGREEMENT

AMENDMENT NO. 14

This Amendment dated as of January 1, 2019, 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 to the fee structure under the Agreement;

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


Portfolios		Effective Date of Agreement
Invesco American Franchise Fund		February 12, 0000
Xxxxxxx Xxxxxxxxxx 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 Equity and Income Fund		February 12, 2010
Invesco Floating Rate Fund		July 1, 2006
Invesco Global Real Estate Income Fund		March 12, 2007
Invesco Low Volatility Equity Yield Fund		July 1, 2006
Invesco Growth and Income Fund		February 12, 0000
Xxxxxxx Xxxxxxxxxxxx Tax Free Income Fund		February 12, 2010
Invesco S&P 500 Index Fund		February 12, 2010
Invesco Short Duration High Yield Municipal Fund		September 30, 2015
Invesco Small Cap Discovery Fund		February 12, 2010
Invesco Strategic Real Return Fund		April 22, 2014

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


Rate*		Invesco Fund Complex Net Assets**
0.0175%		First $100 billion
0.0150%		Next $100 billion
0.0135%		Next $100 billion
0.0125%		Next $100 billion
0.010%		Over $400 billion

*	The fee will be paid monthly at 1/12 of the annualized effective fee rate based on the average assets under management of the Invesco Fund Complex Net Assets of the prior month not to exceed 0.0140% through June 30, 2019.

**	Invesco Fund Complex Net Assets means the aggregate monthly net assets of each mutual fund and closed-end fund in the Invesco Fund complex overseen by the Invesco Funds Board.”

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

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective officers on the date first written above.


		INVESCO ADVISERS, INC.

Attest:	/s/ Xxxxx X. Xxxxxxxx	By:	/s/ Xxxxxxx X. Xxxxx
	Assistant Secretary		Xxxxxxx X. Xxxxx
			Senior Vice President

(SEAL)

		AIM COUNSELOR SERIES TRUST
		(INVESCO COUNSELOR SERIES TRUST)

Attest:	/s/ Xxxxx X. Xxxxxxxx	By:	/s/ Xxxxxxx X. Xxxxx
	Assistant Secretary		Xxxxxxx X. Xxxxx
			Senior Vice President

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