AMENDMENT NO. 6 TO SECOND AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES AGREEMENT

AMENDMENT NO. 6
TO
SECOND AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES AGREEMENT

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, a Delaware statutory trust, is hereby amended as follows:

W I T N E S S E T H:

WHEREAS, AIM Counselor Series Trust is now named AIM Counselor Series Trust (Invesco Counselor Series Trust); and

WHEREAS, the following Portfolios 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;

All references to AIM Counselor Series Trust in the Agreement are hereby deleted and replaced with AIM Counselor Series Trust (Invesco Counselor Series Trust).

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 Core Plus Bond Fund		June 2, 2009

Invesco Multi-Sector Fund		July 1, 2006

Invesco Floating Rate Fund		July 1, 2006

Invesco Select Real Estate Income Fund		March 12, 2007


Portfolios		Effective Date of Agreement
Invesco Structured Core Fund		July 1, 2006

Invesco Structured Growth Fund		July 1, 2006

Invesco Structured Value Fund		July 1, 2006

Invesco Balanced Fund		February 12, 0000

Xxxxxxx Xxxxxxxxxx Tax-Free Income Fund		February 12, 2010

Invesco Dividend Growth Securities Fund		February 12, 2010

Invesco Equally-Weighted S&P 500 Fund		February 12, 2010

Invesco Fundamental Value Fund		February 12, 2010

Invesco Large Cap Relative Value Fund		February 12, 2010

Invesco New York Tax-Free Income Fund		February 12, 2010

Invesco S&P 500 Index Fund		February 12, 2010

Invesco Xxx Xxxxxx American Franchise Fund		February 12, 2010

Invesco Xxx Xxxxxx Core Equity Fund		February 12, 2010

Invesco Xxx Xxxxxx Equity and Income Fund		February 12, 2010

Invesco Xxx Xxxxxx Equity Premium Income Fund		February 12, 2010

Invesco Xxx Xxxxxx Growth and Income Fund		February 12, 2010

Invesco Xxx Xxxxxx Money Market Fund		February 12, 0000

Xxxxxxx Xxx Xxxxxx Xxxxxxxxxxxx Tax Free Income Fund		February 12, 2010

Invesco Xxx Xxxxxx Small Cap Growth Fund		February 12, 2010

Invesco Xxx Xxxxxx Tax Free Money Fund		February 12, 2010

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 $10,000 per class of shares is charged for each class other than the initial class. The $10,000 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.

Dated: April 30, 2010

INVESCO ADVISERS, INC.

Attest:

/s/ Xxxxxxx X. Xxxxx

By:

/s/ Xxxx X. Xxxx

Assistant Secretary

Xxxx X. Xxxx

Senior Vice President

(SEAL)

AIM COUNSELOR SERIES TRUST

(INVESCO COUNSELOR SERIES TRUST)