AMENDMENT NO. 7 TO MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS

AMENDMENT NO. 7

TO

MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS

     This Amendment dated as of September 24, 2012, 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., 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 change the names of Invesco Structured Core Fund to Invesco U.S. Quantitative Core Fund, Invesco Xxx Xxxxxx American Franchise Fund to Invesco American Franchise Fund, Invesco Xxx Xxxxxx Equity and Income Fund to Invesco Equity and Income Fund, Invesco Xxx Xxxxxx Growth and Income Fund to Invesco Growth and Income Fund, Invesco Xxx Xxxxxx Pennsylvania Tax Free Income Fund to Invesco Pennsylvania Tax Free Income Fund and Invesco Xxx Xxxxxx Small Cap Growth Fund to Invesco Small Cap Discovery 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 U.S. Quantitative Core Fund
Invesco American Franchise Fund
Invesco Equity and Income Fund
Invesco Growth and Income Fund
Invesco Pennsylvania Tax Free Income Fund
Invesco 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:		/s/ Xxxx X. Xxxx
		Name:		Xxxx X. Xxxx
		Title:		Senior Vice President

		INVESCO CANADA LTD.
		Sub-Adviser
		By:		/s/ Xxxx Xxxxxxx
		Name:		Xxxx Xxxxxxx
		Title:		Senior Vice President
		By:		/s/ Xxxxx X. Xxxxxx
		Name:		Xxxxx X. Xxxxxx
		Title:		EVP & CFO

		INVESCO ASSET MANAGEMENT DEUTSCHLAND GMBH
		Sub-Adviser
		By:		/s/ X. Xxxxxxxxx      /s/ J. Langewand
		Name:		X. Xxxxxxxxx        J. Langewand
		Title:		Managing Director     Managing Director

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

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

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

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

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