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 Van Kampen American Franchise Fund, Invesco Van Kampen Core Equity Fund, Invesco Van Kampen Equity and Income Fund, Invesco Van Kampen Equity Premium Income Fund, Invesco Van Kampen Growth and Income Fund, Invesco Van Kampen Money Market Fund, Invesco Van Kampen Pennsylvania Tax Free Income Fund, Invesco Van Kampen Small Cap Growth Fund and Invesco Van Kampen Tax Free Money Fund (collectively, the “Portfolios”);

     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 12, 2010

Portfolios	Effective Date of Agreement
Invesco California Tax-Free Income Fund		February 12, 2010
Invesco Dividend Growth Securities Fund		February 12, 2010
Invesco Equally-Weighted S&P 500 Fund		February 12, 2010
Invesco Fundamental Value Fund		February 12, 2010
Invesco Large Cap Relative Value Fund		February 12, 2010
Invesco New York Tax-Free Income Fund		February 12, 2010
Invesco S&P 500 Index Fund		February 12, 2010
Invesco Van Kampen American Franchise Fund		February 12, 2010
Invesco Van Kampen Core Equity Fund		February 12, 2010
Invesco Van Kampen Equity and Income Fund		February 12, 2010
Invesco Van Kampen Equity Premium Income Fund		February 12, 2010
Invesco Van Kampen Growth and Income Fund		February 12, 2010
Invesco Van Kampen Money Market Fund		February 12, 2010
Invesco Van Kampen Pennsylvania Tax Free Income Fund		February 12, 2010
Invesco Van Kampen Small Cap Growth Fund		February 12, 2010
Invesco Van Kampen Tax Free Money 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.”

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

Dated: February 12, 2010

		INVESCO ADVISERS, INC.
Attest:	/s/ Melanie Ringold	By:	/s/ John M. Zerr
	Assistant Secretary		John M. Zerr
			Senior Vice President
(SEAL)
		AIM COUNSELOR SERIES TRUST
Attest:	/s/ Melanie Ringold	By:	/s/ John M. Zerr
	Assistant Secretary		John M. Zerr
			Senior Vice President

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