AMENDMENT NO. 8 TO SECOND AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES AGREEMENT

AMENDMENT NO. 8
TO
SECOND AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES AGREEMENT

     This Amendment dated as of December 1, 2011, amends 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 (Invesco 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 (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;

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 (INVESCO COUNSELOR SERIES TRUST)

Portfolios		Effective Date of Agreement
Invesco California Tax-Free Income Fund		February 12, 2010
Invesco Core Plus Bond Fund		June 2, 2009
Invesco Equally-Weighted S&P 500 Fund		February 12, 2010
Invesco Floating Rate Fund		July 1, 2006
Invesco S&P 500 Index Fund		February 12, 2010
Invesco Global Real Estate Income Fund		March 12, 2007
Invesco Structured Core Fund		July 1, 2006
Invesco Xxx Xxxxxx American Franchise Fund		February 12, 2010
Invesco Xxx Xxxxxx Equity and Income Fund		February 12, 2010
Invesco Xxx Xxxxxx Growth and Income Fund		February 12, 0000
Xxxxxxx Xxx Xxxxxx Xxxxxxxxxxxx Tax Free Income Fund		February 12, 2010

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Portfolios		Effective Date of Agreement
Invesco Xxx Xxxxxx Small Cap Growth Fund		February 12, 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.”

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

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

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