AMENDMENT NO. 5 TO SECOND AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES AGREEMENT

AMENDMENT NO. 5

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, the parties desire to amend the Agreement to add the following series portfolios: Invesco Balanced Fund, Invesco California Tax-Free Income Fund, Invesco Dividend Growth Securities Fund, Invesco Equally-Weighted S&P 500 Fund, Invesco Fundamental Value Fund, Invesco Large Cap Relative Value Fund, Invesco New York Tax-Free Income Fund, Invesco S&P 500 Index Fund, Invesco Xxx Xxxxxx American Franchise Fund, Invesco Xxx Xxxxxx Core Equity Fund, Invesco Xxx Xxxxxx Equity and Income Fund, Invesco Xxx Xxxxxx Equity Premium Income Fund, Invesco Xxx Xxxxxx Growth and Income Fund, Invesco Xxx Xxxxxx Money Market Fund, Invesco Xxx Xxxxxx Pennsylvania Tax Free Income Fund, Invesco Xxx Xxxxxx Small Cap Growth Fund and Invesco Xxx Xxxxxx Tax Free Money Fund (collectively, the “Funds”);

     NOW, THEREFORE, the parties agree as follows;

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

Portfolios		Effective Date of Agreement
AIM Core Plus Bond Fund				June 2, 2009
AIM Multi-Sector Fund				July 1, 2006
AIM Floating Rate Fund				July 1, 2006
AIM Select Real Estate Income Fund				March 12, 2007
AIM Structured Core Fund				July 1, 2006
AIM Structured Growth Fund				July 1, 2006
AIM Structured Value Fund				July 1, 2006
Invesco Balanced Fund				February 8, 2010

Portfolios		Effective Date of Agreement
Invesco California Tax-Free Income Fund				February 8, 2010
Invesco Dividend Growth Securities Fund				February 8, 2010
Invesco Equally-Weighted S&P 500 Fund				February 8, 2010
Invesco Fundamental Value Fund				February 8, 2010
Invesco Large Cap Relative Value Fund				February 8, 2010
Invesco New York Tax-Free Income Fund				February 8, 2010
Invesco S&P 500 Index Fund				February 8, 2010
Invesco Xxx Xxxxxx American Franchise Fund				February 8, 2010
Invesco Xxx Xxxxxx Core Equity Fund				February 8, 2010
Invesco Xxx Xxxxxx Equity and Income Fund				February 8, 2010
Invesco Xxx Xxxxxx Equity Premium Income Fund				February 8, 2010
Invesco Xxx Xxxxxx Growth and Income Fund				February 8, 2010
Invesco Xxx Xxxxxx Money Market Fund				February 8, 2010
Invesco Xxx Xxxxxx Pennsylvania Tax Free Income Fund				February 8, 2010
Invesco Xxx Xxxxxx Small Cap Growth Fund				February 8, 2010
Invesco Xxx Xxxxxx Tax Free Money Fund				February 8, 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.”

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

Dated: February ___, 2010

				INVESCO ADVISERS, INC.
Attest:				By:
		Assistant Secretary				Xxxx X. Xxxx
						Senior Vice President
(SEAL)
				AIM COUNSELOR SERIES TRUST
Attest:				By:
		Assistant Secretary				Xxxx X. Xxxx
						Senior Vice President

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