AMENDMENT NO. 5 TO FOURTH AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF AIM COUNSELOR SERIES TRUST (INVESCO COUNSELOR SERIES TRUST)

AMENDMENT NO. 5

TO FOURTH AMENDED AND RESTATED

AGREEMENT AND DECLARATION OF TRUST OF

This Amendment No. 5 (the “Amendment”) to the Fourth Amended and Restated Agreement and Declaration of Trust of AIM Counselor Series Trust (Invesco Counselor Series Trust) (the “Trust”) amends, effective October 30, 2019, the Fourth Amended and Restated Agreement and Declaration of Trust of the Trust dated as of April 11, 2017, 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 remove Invesco Strategic Real Return Fund;

NOW, THEREFORE, the Agreement is hereby amended as follows:

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

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

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 September 17, 2019.

By: /s/ Xxxxxxx X. Xxxxx

Name: Xxxxxxx X. Xxxxx

Title: Senior Vice President

EXHIBIT 1

“SCHEDULE A

PORTFOLIOS AND CLASSES THEREOF


PORTFOLIO		CLASSES OF EACH PORTFOLIO

Invesco American Franchise Fund		Class A Shares
		Class C Shares
		Class F Shares
		Class R Shares
		Class R5 Shares
		Class R6 Shares
		Class T Shares
		Class Y Shares

Invesco California Tax-Free Income Fund		Class A Shares
		Class C Shares
		Class F Shares
		Class R6 Shares
		Class T Shares
		Class Y Shares

Invesco Conservative Municipal Income Fund		Class A Shares
		Class R5 Shares
		Class R6 Shares
		Class Y Shares

Invesco Core Plus Bond Fund		Class A Shares
		Class C Shares
		Class F Shares
		Class R Shares
		Class R5 Shares
		Class R6 Shares
		Class T Shares
		Class Y Shares

Invesco Equally-Weighted S&P 500 Fund		Class A Shares
		Class C Shares
		Class F Shares
		Class R Shares
		Class R6 Shares
		Class T Shares
		Class Y Shares

Invesco Equity and Income Fund		Class A Shares
		Class C Shares
		Class F Shares
		Class R Shares
		Class R5 Shares
		Class R6 Shares
		Class T Shares
		Class Y Shares


Invesco Floating Rate Fund		Class A Shares
		Class C Shares
		Class F Shares
		Class R Shares
		Class R5 Shares
		Class R6 Shares
		Class T Shares
		Class Y Shares

Invesco Global Real Estate Income Fund		Class A Shares
		Class C Shares
		Class F Shares
		Class R5 Shares
		Class R6 Shares
		Class T Shares
		Class Y Shares

Invesco Growth and Income Fund		Class A Shares
		Class C Shares
		Class F Shares
		Class R Shares
		Class R5 Shares
		Class R6 Shares
		Class T Shares
		Class Y Shares

Invesco Low Volatility Equity Yield Fund		Class A Shares
		Class C Shares
		Class F Shares
		Class R Shares
		Class R5 Shares
		Class R6 Shares
		Class T Shares
		Class Y Shares
		Investor Class Shares

Invesco Xxxxxxxxxxx Capital Appreciation Fund		Class A Shares
		Class C Shares
		Class R Shares
		Class Y Shares
		Class R5 Shares
		Class R6 Shares

Invesco Xxxxxxxxxxx Discovery Fund		Class A Shares
		Class C Shares
		Class R Shares
		Class Y Shares
		Class R5 Shares
		Class R6 Shares


Invesco Xxxxxxxxxxx Equity Income Fund		Class A Shares
		Class C Shares
		Class R Shares
		Class Y Shares
		Class R5 Shares
		Class R6 Shares

Invesco Xxxxxxxxxxx Master Loan Fund		Class R6 Shares

Invesco Xxxxxxxxxxx Real Estate Fund		Class A Shares
		Class C Shares
		Class R Shares
		Class Y Shares
		Class R5 Shares
		Class R6 Shares

Invesco Xxxxxxxxxxx Senior Floating Rate Fund		Class A Shares
		Class C Shares
		Class R Shares
		Class Y Shares
		Class R5 Shares
		Class R6 Shares

Invesco Xxxxxxxxxxx Senior Floating Rate Plus Fund		Class A Shares
		Class C Shares
		Class R Shares
		Class Y Shares
		Class R5 Shares
		Class R6 Shares

Invesco Xxxxxxxxxxx Short Term Municipal Fund		Class A Shares
		Class C Shares
		Class Y Shares
		Class R6 Shares

Invesco Xxxxxxxxxxx Rochester® Short Duration High		Class A Shares
Yield Municipal Fund		Class C Shares
		Class R Shares
		Class Y Shares
		Class R5 Shares
		Class R6 Shares

Invesco Pennsylvania Tax Free Income Fund		Class A Shares
		Class C Shares
		Class F Shares
		Class R6 Shares
		Class T Shares
		Class Y Shares

Invesco S&P 500 Index Fund		Class A Shares
		Class C Shares
		Class F Shares
		Class R6 Shares
		Class T Shares
		Class Y Shares


Invesco Short Duration High Yield Municipal Fund		Class A Shares
		Class C Shares
		Class F Shares
		Class R Shares
		Class R5 Shares
		Class R6 Shares
		Class T Shares
		Class Y Shares

Invesco Small Cap Discovery Fund		Class A Shares
		Class C Shares
		Class F Shares
		Class R5 Shares
		Class R6 Shares
		Class T Shares
		Class Y Shares”

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