AMENDMENT NO. 1 TO MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS

AMENDMENT NO. 1

TO

MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS

     This Amendment dated as of June 2, 2009, amends the Master Intergroup Sub-Advisory Contract for Mutual Funds (the “Contract”), dated May 1, 2008, between Invesco Aim Advisors, Inc. (the “Adviser”), on behalf of AIM Counselor Series Trust, and each of Invesco Trimark Ltd., formerly AIM Funds Management Inc., Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Ltd., Invesco Australia Limited, Invesco Global Asset Management (N.A.), Inc., Invesco Hong Kong Limited, Invesco Institutional (N.A.), Inc., and Invesco Senior Secured Management, Inc. (each a “Sub-Adviser” and, collectively, the “Sub-Advisers”).

WITNESSETH:

     WHEREAS, the parties desire to amend the Contract to add a fund — AIM Core Plus Bond Fund;

     NOW, THEREFORE, the parties agree as follows;

1. Exhibit A to the Contract is hereby deleted in its entirety and replaced with the following:

“EXHIBIT A

Funds

AIM Core Plus Bond Fund
AIM Floating Rate Fund
AIM Multi-Sector Fund
AIM Select Real Estate Income Fund
AIM Structured Core Fund
AIM Structured Growth Fund
AIM Structured Value Fund”

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

          IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed by their officers designated as of the day and year first above written.

		INVESCO AIM ADVISORS, INC.
		Advisor
		By:		/s/ Xxxx X. Xxxx
		Name:		Xxxx X. Xxxx
		Title:		Senior Vice President

		INVESCO TRIMARK LTD.
		Sub-Advisor
		By:		/s/ Xxxx X. Xxxxxxx
		Name:		Xxxx X. Xxxxxxx
		Title:		Senior Vice President, Legal and Secretary
		By:		/s/ Xxxxx Xxxxxx
		Name:		Xxxxx Xxxxxx
		Title:		Vice President, Compliance & Chief Compliance Officer

		INVESCO ASSET MANAGEMENT
		DEUTSCHLAND GMBH
		Sub-Advisor
		By:		/s/ Xxxx Xxxxx Xxxxx
		Name:		Xxxx Xxxxx Xxxxx
		Title:		Managing Director

		INVESCO ASSET MANAGEMENT LIMITED
		Sub-Advisor
		By:		/s/ Xxxxxx Xxxxxxxxx
		Name:		Xxxxxx Xxxxxxxxx
		Title:		Director

		INVESCO ASSET MANAGEMENT (JAPAN) LTD.
		Sub-Advisor
		By:		/s/ Xxxxxxxx Xxxxxxxx
		Name:		Xxxxxxxx Xxxxxxxx
		Title:		Managing Director

		INVESCO AUSTRALIA LIMITED
		Sub-Advisor
		By:		/s/ Xxxx Xxxxxxx
		Name:		Xxxx Xxxxxxx
		Title:		Head of Product & Management
		By:		/s/ Xxx Xxxxxxx
		Name:		Xxx Xxxxxxx
		Title:		Head of Legal

		INVESCO GLOBAL ASSET MANAGEMENT (N.A.), INC.
		Sub-Advisor
		By:		/s/ Xxxx X. Xxxxxxx
		Name:		Xxxx X. Xxxxxxx
		Title:		President & CEO

		INVESCO HONG KONG LIMITED
		Sub-Advisor
		By:		/s/ Xxxx Xxxx /s/ Xxxxxx Xxx
		Name:		Xxxx Xxxx, Xxxxxx Xxx
		Title:		Director, Director

		INVESCO INSTITUTIONAL (N.A.), INC.
		Sub-Advisor
		By:		/s/ Xxxxxxx X. Xxxxx
		Name:		Xxxxxxx X. Xxxxx
		Title:		Secretary and General Counsel

		INVESCO SENIOR SECURED MANAGEMENT, INC.
		Sub-Advisor
		By:		/s/ Xxxxxxx X. Xxxxx
		Name:		Xxxxxxx X. Xxxxx
		Title:		Secretary and General Counsel