Sub-Item 77 Q1 (e)
AMENDMENT NO. 7
TO
SECOND AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES AGREEMENT
The Second Amended and Restated Master Administrative Services Agreement
(the "Agreement"), dated July 1, 2006, by and between Invesco Advisers, Inc., a
Delaware corporation, and AIM Counselor Series Trust (Invesco Counselor Series
Trust), a Delaware statutory trust, is hereby amended as follows:
W I T N E S S E T H:
WHEREAS, the parties desire to amend the Agreement to remove the following
series portfolios: Invesco Structured Growth Fund, Invesco Structured Value
Fund, Invesco ▇▇▇ ▇▇▇▇▇▇ Money Market Fund and Invesco ▇▇▇ ▇▇▇▇▇▇ Tax Free Money
Fund;
NOW, THEREFORE, the parties agree as follows;
Appendix A of the Agreement is hereby deleted in its entirety and replaced
with the following:
"APPENDIX A
FEE SCHEDULE TO
SECOND AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES AGREEMENT
OF
AIM COUNSELOR SERIES TRUST (INVESCO COUNSELOR SERIES TRUST)
PORTFOLIOS EFFECTIVE DATE OF AGREEMENT
---------------------------------------------------- ---------------------------
Invesco Balanced Fund February 12, ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ 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 July 1, 2006
Invesco Fundamental Value Fund February 12, 2010
Invesco Large Cap Relative Value Fund February 12, 2010
Invesco Multi-Sector Fund July 1, 2006
Invesco New York Tax-Free Income Fund February 12, 2010
Invesco S&P 500 Index Fund February 12, 2010
Invesco Select Real Estate Income Fund March 12, 2007
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Invesco Structured Core Fund July 1, 2006
Invesco ▇▇▇ ▇▇▇▇▇▇ American Franchise Fund February 12, 2010
Invesco ▇▇▇ ▇▇▇▇▇▇ Core Equity Fund February 12, 2010
Invesco ▇▇▇ ▇▇▇▇▇▇ Equity and Income Fund February 12, 2010
Invesco ▇▇▇ ▇▇▇▇▇▇ Equity Premium Income Fund February 12, 2010
Invesco ▇▇▇ ▇▇▇▇▇▇ Growth and Income Fund February 12, ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ Tax Free Income Fund February 12, 2010
Invesco ▇▇▇ ▇▇▇▇▇▇ Small Cap Growth Fund February 12, 2010
The Administrator may receive from each Portfolio reimbursement for costs
or reasonable compensation for such services as follows:
Rate* Net Assets
----- ------------------
0.023% First $1.5 billion
0.013% Next $1.5 billion
0.003% Over $3 billion
* Annual minimum fee is $50,000. An additional $10,000 per class of shares is
charged for each class other than the initial class. The $10,000 class fee
is waived for any of the above Portfolios with insufficient assets to
result in the payment of more than the minimum fee of $50,000."
All other terms and provisions of the Agreement not amended herein shall remain
in full force and effect.
Dated: October 29, 2010
INVESCO ADVISERS, INC.
Attest: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
Assistant Secretary ▇▇▇▇ ▇. ▇▇▇▇
Senior Vice President
(SEAL)
AIM COUNSELOR SERIES TRUST
(INVESCO COUNSELOR SERIES TRUST)
Attest: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
Assistant Secretary ▇▇▇▇ ▇. ▇▇▇▇
Senior Vice President
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