AMENDMENT NO. 3 TO MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS

AMENDMENT NO. 3

TO

MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS

     This Amendment dated as of February ___, 2010, 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, and each of 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 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;

     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
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

Xxxxxxx 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
Invesco Xxx Xxxxxx Tax Free Money Fund”

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

2

          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:		Xxxx X. Xxxx
		Title:		Senior Vice President

3

INVESCO TRIMARK LTD.

Sub-Adviser

By:

Name:

Title:

By:

Name:

Title:

4

INVESCO ASSET MANAGEMENT

DEUTSCHLAND GMBH

Sub-Adviser

By:

Name:

Title:

5

INVESCO ASSET MANAGEMENT LIMITED

Sub-Adviser

By:

Name:

Title:

6

INVESCO ASSET MANAGEMENT (JAPAN) LTD.

Sub-Adviser

By:

Name:

Title:

7

INVESCO AUSTRALIA LIMITED

Sub-Adviser

By:

Name:

Title:

8

INVESCO HONG KONG LIMITED

Sub-Adviser

By:

Name:

Title:

9

INVESCO SENIOR SECURED MANAGEMENT, INC.

Sub-Adviser

By:

Name:

Title:

10