AMENDMENT NO. 12 TO MASTER INVESTMENT ADVISORY AGREEMENT
This Amendment dated as of May 23, 2011, amends the Master Investment Advisory Agreement (the
“Agreement”), dated November 25, 2003, between AIM Counselor Series Trust (Invesco Counselor Series
Trust), a Delaware statutory trust, and Invesco Advisers, Inc., a Delaware corporation.
W I T N E S S E T H:
WHEREAS, the parties desire to amend the Agreement to (i) reduce permanently the advisory fee
payable by Invesco Xxx Xxxxxx American Franchise Fund, effective May 23, 2011, and (ii) remove the
following series portfolios: Invesco Balanced Fund, Invesco Dividend Growth Securities Fund,
Invesco Fundamental Value Fund, Invesco Large Cap Relative Value Fund, Invesco Multi-Sector 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 that:
| 1. | Appendix A and Appendix B to the Agreement are hereby deleted in their entirety and replaced with the following: |
“APPENDIX A
FUNDS AND EFFECTIVE DATES
FUNDS AND EFFECTIVE DATES
| Name of Fund | Effective Date of Advisory Agreement | |
Invesco California Tax-Free Income Fund
|
February 12, 2010 | |
Invesco Core Plus Bond Fund
|
June 2, 2009 | |
Invesco Dividend Growth Securities Fund
|
February 12, 2010 | |
Invesco Equally-Weighted S&P 500 Fund
|
February 12, 2010 | |
Invesco Floating Rate Fund
|
April 14, 2006 | |
Invesco S&P 500 Index Fund
|
February 12, 2010 | |
Invesco Select Real Estate Income Fund
|
March 12, 2007 | |
Invesco Structured Core Fund
|
March 31, 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 | |
Invesco Xxx Xxxxxx Small Cap Growth Fund
|
February 12, 0000 |
XXXXXXXX X
COMPENSATION TO THE ADVISOR
COMPENSATION TO THE ADVISOR
The Trust shall pay the Adviser, out of the assets of each Fund, as full compensation for all
services rendered, an advisory fee for such Funds as set forth below. Such fee shall be calculated
by applying the following annual rates to the average daily net assets of such Funds for the
calendar year computed in the manner used for the determination of the net asset value of shares of
such Funds.
Invesco Core Plus Bond Fund
| Net Assets | Annual Rate | |||
First $500 million |
0.450 | % | ||
Next $500 million |
0.425 | % | ||
Next $1.5 billion |
0.400 | % | ||
Next $2.5 billion |
0.375 | % | ||
Over $5 billion |
0.350 | % | ||
Invesco Floating Rate Fund
| Net Assets | Annual Rate | |||
First $500 million |
0.65 | % | ||
Next $4.5 billion |
0.60 | % | ||
Next $5 billion |
0.575 | % | ||
Over $10 billion |
0.55 | % | ||
Invesco Select Real Estate Income Fund
| Net Assets | Annual Rate | |||
First $250 million |
0.75 | % | ||
Next $250 million |
0.74 | % | ||
Next $500 million |
0.73 | % | ||
Next $1.5 billion |
0.72 | % | ||
Next $2.5 billion |
0.71 | % | ||
Next $2.5 billion |
0.70 | % | ||
Next $2.5 billion |
0.69 | % | ||
Amount over $10 billion |
0.68 | % | ||
Invesco Structured Core Fund
| Net Assets | Annual Rate | |||
First $250 million |
0.60 | % | ||
Next $250 million |
0.575 | % | ||
Next $500 million |
0.55 | % | ||
2
| Net Assets | Annual Rate | |||
Next $1.5 billion |
0.525 | % | ||
Next $2.5 billion |
0.50 | % | ||
Next $2.5 billion |
0.475 | % | ||
Next $2.5 billion |
0.45 | % | ||
Over $10 billion |
0.425 | % | ||
Invesco California Tax-Free Income Fund
| Net Assets | Annual Rate | |||
First $500 million |
0.47 | % | ||
Next $250 million |
0.445 | % | ||
Next $250 million |
0.42 | % | ||
Next $250 million |
0.395 | % | ||
Over $1.25 billion |
0.37 | % | ||
Invesco Dividend Growth Securities Fund
| Net Assets | Annual Rate | |||
First $250 million |
0.545 | % | ||
Next $750 million |
0.42 | % | ||
Next $1 billion |
0.395 | % | ||
Next $1 billion |
0.37 | % | ||
Next $1 billion |
0.345 | % | ||
Next $1 billion |
0.32 | % | ||
Next $1 billion |
0.295 | % | ||
Next $2 billion |
0.27 | % | ||
Next $2 billion |
0.245 | % | ||
Next $5 billion |
0.22 | % | ||
Over $15 billion |
0.195 | % | ||
Invesco Equally-Weighted S&P 500 Fund
Invesco S&P 500 Index Fund
Invesco S&P 500 Index Fund
| Net Assets | Annual Rate | |||
First $2 billion |
0.12 | % | ||
Over $2 billion |
0.10 | % | ||
Invesco Xxx Xxxxxx Equity and Income Fund
Invesco Xxx Xxxxxx Growth and Income Fund
Invesco Xxx Xxxxxx Growth and Income Fund
| Net Assets | Annual Rate | |||
First $150 million |
0.50 | % | ||
Next $100 million |
0.45 | % | ||
Next $100 million |
0.40 | % | ||
Over $350 million |
0.35 | % | ||
3
Invesco Xxx Xxxxxx American Franchise Fund
| Net Assets | Annual Rate | |||
First $250 million |
0.695 | % | ||
Next $250 million |
0.67 | % | ||
Next $500 million |
0.645 | % | ||
Next $550 million |
0.62 | % | ||
Next $3.45 billion |
0.60 | % | ||
Next $250 million |
0.595 | % | ||
Next $2.25 billion |
0.57 | % | ||
Next $2.5 billion |
0.545 | % | ||
Over $10 billion |
0.52 | % | ||
Invesco Xxx Xxxxxx Pennsylvania Tax Free Income Fund
| Net Assets | Annual Rate | |||
First $500 million |
0.60 | % | ||
Over $500 million |
0.50 | % | ||
Invesco Xxx Xxxxxx Small Cap Growth Fund
| Net Assets | Annual Rate | |||
First $500 million |
0.80 | % | ||
Next $500 million |
0.75 | % | ||
Over $1 billion |
0.70% | ” | ||
| 2. | In all other respects, the Agreement is hereby confirmed and remains in full force and effect. |
4
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective
officers on the date first written above.
| AIM COUNSELOR SERIES TRUST (INVESCO COUNSELOR SERIES TRUST) |
||
Attest: /s/ Xxxxx X. Xxxxxxxx
|
By: /s/ Xxxx X. Xxxx | |
Assistant Secretary
|
Xxxx X. Xxxx | |
| Senior Vice President | ||
(SEAL) |
||
| INVESCO ADVISERS, INC. | ||
Attest: /s/ Xxxxx X. Xxxxxxxx
|
By: /s/ Xxxx X. Xxxx | |
Assistant Secretary
|
Xxxx X. Xxxx | |
| Senior Vice President | ||
(SEAL) |
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