AMENDMENT NO. 1

TO

MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS

     This Amendment dated as of June 2, 2009, amends the Master Intergroup Sub-Advisory Contract for Mutual Funds (the “Contract”), dated May 1, 2008, between Invesco Aim Advisors, Inc. (the “Adviser”), on behalf of AIM Counselor Series Trust, and each of Invesco Trimark Ltd., formerly AIM Funds Management Inc., Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Ltd., Invesco Australia Limited, Invesco Global Asset Management (N.A.), Inc., Invesco Hong Kong Limited, Invesco Institutional (N.A.), Inc., and Invesco Senior Secured Management, Inc. (each a “Sub-Adviser” and, collectively, the “Sub-Advisers”).

WITNESSETH:

     WHEREAS, the parties desire to amend the Contract to add a fund — AIM Core Plus Bond 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”

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 AIM ADVISORS, INC.
Advisor
By:	/s/ John M. Zerr
Name:	John M. Zerr
Title:	Senior Vice President

INVESCO TRIMARK LTD.
Sub-Advisor
By:	/s/ Eric J. Adelson
Name:	Eric J. Adelson
Title:	Senior Vice President, Legal and Secretary
By:	/s/ Wayne Bolton
Name:	Wayne Bolton
Title:	Vice President, Compliance & Chief Compliance Officer

INVESCO ASSET MANAGEMENT
DEUTSCHLAND GMBH
Sub-Advisor
By:	/s/ Karl Georg Bayer
Name:	Karl Georg Bayer
Title:	Managing Director

INVESCO ASSET MANAGEMENT LIMITED
Sub-Advisor
By:	/s/ Graeme Proudfoot
Name:	Graeme Proudfoot
Title:	Director

INVESCO ASSET MANAGEMENT (JAPAN) LTD.
Sub-Advisor
By:	/s/ Masakazu Hasegawa
Name:	Masakazu Hasegawa
Title:	Managing Director

INVESCO AUSTRALIA LIMITED
Sub-Advisor
By:	/s/ Mark Yesberg
Name:	Mark Yesberg
Title:	Head of Product & Management
By:	/s/ Ian Coltman
Name:	Ian Coltman
Title:	Head of Legal

INVESCO GLOBAL ASSET MANAGEMENT (N.A.), INC.
Sub-Advisor
By:	/s/ Kirk F. Holland
Name:	Kirk F. Holland
Title:	President & CEO

INVESCO HONG KONG LIMITED
Sub-Advisor
By:	/s/ Anna Tong /s/ Gracie Liu
Name:	Anna Tong, Gracie Liu
Title:	Director, Director

INVESCO INSTITUTIONAL (N.A.), INC.
Sub-Advisor
By:	/s/ Jeffrey H. Kupor
Name:	Jeffrey H. Kupor
Title:	Secretary and General Counsel

INVESCO SENIOR SECURED MANAGEMENT, INC.
Sub-Advisor
By:	/s/ Jeffrey H. Kupor
Name:	Jeffrey H. Kupor
Title:	Secretary and General Counsel