AMENDMENT NO. 6 TO MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS

AMENDMENT NO. 6

TO

MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS

     This Amendment dated as of December 1, 2011, amends the Master Intergroup Sub-Advisory Contract for Mutual Funds (the “Contract”), dated May 1, 2008, between Invesco Advisers, Inc. (the “Adviser”), on behalf of AIM Counselor Series Trust (Invesco Counselor Series Trust), and each of Invesco Canada Ltd. (previously known as Invesco Trimark Ltd.), Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Ltd., Invesco Australia Limited, Invesco Hong Kong Limited and Invesco Senior Secured Management, Inc. (each a “Sub-Adviser” and, collectively, the “Sub-Advisers”).

W I T N E S S E T H:

     WHEREAS, the parties desire to amend the Contract to (i) change the name of Invesco Select Real Estate Income Fund to Invesco Global Real Estate Income Fund and (ii) remove the following series portfolios: Invesco Multi-Sector Fund, Invesco Balanced Fund, Invesco Dividend Growth Securities Fund, Invesco Fundamental Value Fund, Invesco Large Cap Relative Value Fund, Invesco New York Tax Free Income Fund, Invesco Xxx Xxxxxx Core Equity Fund and Invesco Xxx Xxxxxx Equity Premium Income 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

Invesco California Tax-Free Income Fund
Invesco Core Plus Bond Fund
Invesco Equally-Weighted S&P 500 Fund
Invesco Floating Rate Fund
Invesco S&P 500 Index Fund
Invesco Global Real Estate Income Fund
Invesco Structured Core Fund
Invesco Xxx Xxxxxx American Franchise Fund
Invesco Xxx Xxxxxx Equity and Income Fund
Invesco Xxx Xxxxxx Growth and Income Fund
Invesco Xxx Xxxxxx Pennsylvania Tax Free Income Fund
Invesco Xxx Xxxxxx Small Cap Growth 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 ADVISERS, INC.
		Adviser
		By: Name:		/s/ Xxxx X. Xxxx Xxxx X. Xxxx
		Title:		Senior Vice President

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

		INVESCO ASSET MANAGEMENT
		DEUTSCHLAND GMBH
		Sub-Adviser
		By: Name:		/s/ Jens Langewand Jens Langewand
		Title:		Managing Director

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

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

		INVESCO AUSTRALIA LIMITED
		Sub-Adviser
		By: Name:		/s/ Xxxx Xxxxxxx Xxxx Xxxxxxx
		Title:		Company Secretary

		INVESCO HONG KONG LIMITED
		Sub-Adviser
		By: Name:		/s/ Xxxx Xxxx and /s/ Xxxxx Xxx Xxxx Xxxx and Xxxxx Xxx
		Title:		Director/Director

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