PO Box 4333 Houston, TX 77210-4333 11 Greenway Plaza, Suite 1000 Houston, TX 77046-1173   713 626 1919 www.invesco.com/us

February 17, 2023

Board of Trustees

AIM Counselor Series Trust (Invesco Counselor Series Trust) (the “Trust”)

11 Greenway Plaza, Suite 1000

Houston, Texas 77046-1173

Ladies and Gentlemen:

We are purchasing shares of Invesco SMA Municipal Bond Fund (the “Fund”), a new portfolio of the Trust, for the purpose of providing initial investment for the Fund. The purpose of this letter is to set out our understanding of the conditions of and our promises and representations concerning these investments.    

We hereby agree to purchase shares equal to the following dollar amount for each Fund:

We hereby represent that we are purchasing these shares solely for our own account and solely for investment purposes without any intent of distributing or reselling said shares. We further represent that disposition of said shares will only be by direct redemption to or repurchase by the Trust.

We further agree to provide the Trust with at least three business day’s advance written notice of any intended redemption of amounts invested for the purpose of commencing operations and agree that we will work with the Trust with respect to the amount of such redemption so as not to place a burden on the Trust and to facilitate normal portfolio management of the relevant Fund.