AMENDMENT NO. 12 TO MASTER INVESTMENT ADVISORY AGREEMENT
SUB-ITEM 77 Q1(e)
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
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
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
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
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/ Xxxxxxx X. Xxxxx By: /s/ Xxxx X. Xxxx
-------------------- ----------------
Assistant Secretary Xxxx X. Xxxx
Senior Vice President
(SEAL)
INVESCO ADVISERS, INC.
Attest: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxx X. Xxxx
-------------------- ----------------
Assistant Secretary Xxxx X. Xxxx
Senior Vice President
(SEAL)
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