Sub-Item 77 Q 1 (e)
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"
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
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
INVESCO ASSET MANAGEMENT
DEUTSCHLAND GMBH
Sub-Adviser
By: /s/ Langewand, Jens/ /s/ X. Xxxxxxx
-----------------------------------
Name: Dr. Jens Langewand/ X. Xxxxxxx
Title: Managing Directors
INVESCO ASSET MANAGEMENT LIMITED
Sub-Adviser
By: /s/ Xxxx Xxxxx
-----------------------------------
Name: Xxxx Xxxxx
Title: Director
INVESCO ASSET MANAGEMENT (JAPAN) LTD.
Sub-Adviser
By: /s/ Xxxxxxxxx X. Xxxxx
-----------------------------------
Name: Xxxxxxxxx X. Xxxxx
Title: President and CEO
INVESCO AUSTRALIA LIMITED
Sub-Adviser
By:/s/ Xxxx Xxxxxxx/ /s/ Xxx Xxxxxxx.
-----------------------------------
Name: Xxxx Xxxxxxx / Xxx Xxxxxxx
Title: Head of Product & Marketing /
Head of Legal
INVESCO HONG KONG LIMITED
Sub-Adviser
By: /s/ Xxxx Xxxx / /s/ Xxxxx Xxx
-----------------------------------
Name: Xxxx Xxxx/ Xxxxx Xxx
Title: Director/Director
INVESCO SENIOR SECURED MANAGEMENT, INC.
Sub-Adviser
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Secretary & General Counsel
