AMENDMENT NO. 5 TO MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS
This Amendment dated as of October 29, 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 (Invesco 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 remove the following series portfolios:
Invesco Structured Growth Fund, Invesco Structured Value Fund, Invesco Xxx Xxxxxx Money Market 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
Invesco Balanced Fund
Invesco California Tax-Free Income Fund
Invesco Core Plus Bond Fund
Invesco Dividend Growth Securities Fund
Invesco Equally-Weighted S&P 500 Fund
Invesco Floating Rate Fund
Invesco Fundamental Value Fund
Invesco Large Cap Relative Value Fund
Invesco Multi-Sector Fund
Invesco New York Tax-Free Income Fund
Invesco S&P 500 Index Fund
Invesco Select Real Estate Income Fund
Invesco Structured Core 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 Pennsylvania Tax Free Income Fund
Invesco Xxx Xxxxxx Small Cap Growth Fund”
Invesco California Tax-Free Income Fund
Invesco Core Plus Bond Fund
Invesco Dividend Growth Securities Fund
Invesco Equally-Weighted S&P 500 Fund
Invesco Floating Rate Fund
Invesco Fundamental Value Fund
Invesco Large Cap Relative Value Fund
Invesco Multi-Sector Fund
Invesco New York Tax-Free Income Fund
Invesco S&P 500 Index Fund
Invesco Select Real Estate Income Fund
Invesco Structured Core 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 Pennsylvania Tax Free Income Fund
Invesco Xxx Xxxxxx Small Cap Growth 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 ADVISERS, INC. | ||
| Adviser | ||
| By: /s/ Xxxx X. Xxxx | ||
| Name: Xxxx X. Xxxx | ||
| Title: Senior Vice President |
2
| INVESCO TRIMARK LTD. | ||
| Sub-Adviser | ||
| By: /s/ Xxxx X. Xxxxxxx | ||
| Name: Xxxx X. Xxxxxxx | ||
| Title: Senior Vice President, Legal and | ||
| Secretary | ||
| By: /s/ Xxxxx Xxxxxx | ||
| Name: Xxxxx Xxxxxx | ||
| Title: Vice President, Compliance & Chief | ||
| Compliance Officer |
3
| INVESCO ASSET MANAGEMENT DEUTSCHLAND GMBH | ||
| Sub-Adviser | ||
| By: /s/ Xxxxxxx Xxxxxx, /s/ Xxxxxxxxx Xxxxxxx | ||
| Name: Xxxxxxx Xxxxxx, Xxxxxxxxx Xxxxxxx | ||
| Title: Managing Directors |
4
| INVESCO ASSET MANAGEMENT LIMITED | ||
| Sub-Adviser | ||
| By: /s/ [ILLEGIBLE] | ||
| Name: | ||
| Title: Director |
5
| INVESCO ASSET MANAGEMENT (JAPAN) LTD. | ||
| Sub-Adviser | ||
| By: /s/ Xxxxxxxxx X. Xxxxx | ||
| Name: Xxxxxxxxx X. Xxxxx | ||
| Title: President and CEO |
6
| INVESCO AUSTRALIA LIMITED | ||
| Sub-Adviser | ||
| By: /s/ Xxx Xxxxxxx, Xxxx Xxxxxxx | ||
| Name: Xxx Xxxxxxx, Xxxx Xxxxxxx | ||
| Title: Head of Legal, Head of Product & Marketing |
7
| INVESCO HONG KONG LIMITED | ||
| Sub-Adviser | ||
| By: /s/ Xxxx Xxxx, Xxxxx Xxx | ||
| Name: Xxxx Xxxx, Xxxxx Xxx | ||
| Title: Directors |
8
| INVESCO SENIOR SECURED MANAGEMENT, INC. | ||
| Sub-Adviser | ||
| By: /s/ Xxxxxxx X. Xxxxx | ||
| Name: Xxxxxxx X. Xxxxx | ||
| Title: Secretary & General Counsel |
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