SUB-ITEM 77Q1(e)
AMENDMENT NO. 3
TO
MASTER INVESTMENT ADVISORY AGREEMENT
This Amendment dated as of April 14, 2006, amends the Master Investment
Advisory Agreement (the "Agreement"), dated November 25, 2003, between AIM
Counselor Series Trust, a Delaware statutory trust, and A I M Advisors, Inc., a
Delaware corporation.
WITNESSETH:
WHEREAS, the parties desire to amend the Agreement to add a new portfolio,
AIM Floating Rate Fund;
NOW, THEREFORE, the parties agree as follows;
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
------------ ------------------------------------
AIM Advantage Health Sciences Fund November 25, 2003
AIM Multi-Sector Fund November 25, 2003
AIM Floating Rate Fund April 14, 2006
AIM Structured Core Fund March 31, 2006
AIM Structured Growth Fund March 31, 2006
AIM Structured Value Fund March 31, 0000
XXXXXXXX X
COMPENSATION TO THE ADVISOR
The Trust shall pay the Advisor, out of the assets of each Fund except for
AIM Advantage Health Science 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.
AIM 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%
AIM MULTI-SECTOR FUND
NET ASSETS ANNUAL RATE
---------- -----------
All Assets............ 0.75%
AIM STRUCTURED CORE FUND
AIM STRUCTURED GROWTH FUND
AIM STRUCTURED VALUE FUND
NET ASSETS ANNUAL RATE
---------- -----------
First $250 million.... 0.60%
Next $250 million..... 0.575%
Next $500 million..... 0.55%
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%
AIM ADVANTAGE HEALTH SCIENCES FUND
For the services to be rendered and the charges and expenses to be assumed by
the Advisor hereunder, the Trust shall pay to the Advisor an advisory fee which
will be computed daily and paid as of the last day of each month, using for each
daily calculation the most recently determined net asset value of the AIM
Advantage Health Sciences Fund, (the "Portfolio"), as determined by valuations
made in accordance with the Portfolio's procedures for calculating its net asset
value as described in the Portfolio's current Prospectus and/or Statement of
Additional Information. The advisory fee to the Advisor shall be computed at an
annual rate of 1.50% of the Portfolio's daily average net assets (the "Base
Fee"). This Base Fee will be adjusted, on a monthly basis (i) upward at the rate
of 0.20%, on a pro rata basis, for each percentage point by which the investment
performance of the Portfolio exceeds the sum of 2.00% and the investment record
of the Xxxxxx Xxxxxxx Health Care Product Index (the "Index" or "Indexes"), or
(ii) downward at the rate of 0.20%, on a pro rata basis, for each percentage
point by which the investment record of the applicable Index less 2.00% exceeds
the investment performance of the Portfolio. The maximum or minimum adjustment,
if any, will be 1.00% annually. Therefore, the maximum annual fee payable to the
Advisor will be 2.50% of average daily net assets and the minimum annual fee
will be 0.50% of average daily net assets. During the first twelve months of
operation, the management fee will be
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charged at the base fee of 1.50% with no performance adjustment. During any
period when the determination of the Portfolio's net asset value is suspended by
the Trustees of the Trust, the net asset value of a share of the Portfolio as of
the last business day prior to such suspension shall be deemed to be the net
asset value at the close of each succeeding business day until it is again
determined.
In determining the fee adjustment, if any, applicable during any month, the
Advisor will compare the investment performance of the Class A Shares of the
Portfolio for the twelve-month period ending on the last day of the prior month
(the "Performance Period") to the investment record of the applicable Index
during the Performance Period. The investment performance of the Portfolio will
be determined by adding together (i) the change in the net asset value of the
Class A Shares during the Performance Period, (ii) the value of cash
distributions made by the Portfolio to holders of Class A Shares to the end of
the Performance Period, and (iii) the value of capital gains per share, if any,
paid on undistributed realized long-term capital gains accumulated to the end of
the Performance Period, and will be expressed as a percentage of the net asset
value per share of the Class A Shares at the beginning of the Performance
Period. The investment record of the Index will be determined by adding together
(i) the change in the level of the Index during the Performance Period and (ii)
the value, computed consistently with the Index, of cash distributions made by
companies whose securities comprise the Index accumulated to the end of the
Performance Period, and will be expressed as a percentage of the Index at the
beginning of such Period.
After it determines any fee adjustment, the Advisor will determine the dollar
amount of additional fees or fee reductions to be accrued for each day of a
month by multiplying the fee adjustment by the average daily net assets of the
Class A Shares of the Portfolio during the Performance Period and dividing that
number by the number of days in the Performance Period. The management fee, as
adjusted, is accrued daily and paid monthly.
If the Trustees determine at some future date that another securities index is
more representative of the composition of the Index for the Portfolio, the
Trustees may change the securities index used to compute the fee adjustment. If
the Trustees do so, the new securities index (the "New Index") will be applied
prospectively to determine the amount of the fee adjustment. The Index will
continue to be used to determine the amount of the fee adjustment for that part
of the Performance Period prior to the effective date of the New Index. A change
in the Index will be submitted to shareholders for their approval unless the SEC
determines that shareholder approval is not required.
However, no such fee shall be paid to the Advisor with respect to any assets of
the Portfolio which may be invested in any other investment company for which
the Advisor serves as investment advisor. The fee provided for hereunder shall
be prorated in any month in which this Agreement is not in effect for the entire
month.
Interest, taxes and extraordinary items such as litigation costs are not deemed
expenses for purposes of this section and shall be borne by the Portfolio in any
event. Expenditures, including costs incurred in connection with the purchase or
sale of portfolio securities, which are capitalized in accordance with generally
accepted accounting principles applicable to investment companies, are accounted
for as capital items and shall not be deemed to be expenses for purposes of this
section."
2. In all other respects, the Agreement is hereby confirmed and remains
in full force and effect.
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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
Attest: /s/ Xxxxxx X. Xxxx By: /s/ Xxxxxx X. Xxxxxx
----------------------------- ------------------------------------
Assistant Secretary Xxxxxx X. Xxxxxx
President
(SEAL)
A I M ADVISORS, INC.
Attest: /s/ Xxxxxx X. Xxxx By: /s/ Xxxx X. Xxxxxxxxxx
----------------------------- ------------------------------------
Assistant Secretary Xxxx X. Xxxxxxxxxx
President
(SEAL)
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