Sub-Item 77Q1(a)
AMENDMENT NO. 22
TO SECOND AMENDED AND RESTATED
AGREEMENT AND DECLARATION OF TRUST OF
AIM COUNSELOR SERIES TRUST
(INVESCO COUNSELOR SERIES TRUST)
This Amendment No. 22 (the "Amendment") to the Second Amended and
Restated Agreement and Declaration of Trust of AIM Counselor Series Trust
(Invesco Counselor Series Trust) (the "Trust") amends, effective September 24,
2012, the Second Amended and Restated Agreement and Declaration of Trust of the
Trust dated as of September 14, 2005, as amended (the "Agreement").
Under Section 9.7 of the Agreement, this Amendment may be executed by a
duly authorized officer of the Trust.
WHEREAS, the Trust desires to amend the Agreement to (i) add Class R5 and
Class R6 Shares to select funds, (ii) change the names of Invesco ▇▇▇ ▇▇▇▇▇▇
American Franchise Fund to Invesco American Franchise Fund, Invesco ▇▇▇ ▇▇▇▇▇▇
Equity and Income Fund to Invesco Equity and Income Fund, Invesco ▇▇▇ ▇▇▇▇▇▇
Growth and Income Fund to Invesco Growth and Income Fund, Invesco ▇▇▇ ▇▇▇▇▇▇
Pennsylvania Tax Free Income Fund to Invesco Pennsylvania Tax Free Income Fund,
and Invesco ▇▇▇ ▇▇▇▇▇▇ Small Cap Growth Fund to Invesco Small Cap Discovery
Fund and (iii) change the name of Institutional Class Shares to Class R5 Shares;
NOW, THEREFORE, the Agreement is hereby amended as follows:
1. Schedule A of the Agreement is hereby amended and restated to read in its
entirety as set forth on Exhibit 1 to this Amendment.
2. All references in the Agreement to "this Agreement" shall mean the
Agreement as amended by this Amendment.
3. Except as specifically amended by this Amendment, the Agreement is hereby
confirmed and remains in full force and effect.
IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the Trust,
has executed this Amendment as of July 16, 2012.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇
Title: Senior Vice President
EXHIBIT 1
"SCHEDULE A
AIM COUNSELOR SERIES TRUST (INVESCO COUNSELOR SERIES TRUST)
PORTFOLIOS AND CLASSES THEREOF
PORTFOLIO CLASSES OF EACH PORTFOLIO
--------- -------------------------
Invesco California Tax-Free Income Fund Class A Shares
Class B Shares
Class C Shares
Class Y Shares
Invesco Core Plus Bond Fund Class A Shares
Class B Shares
Class C Shares
Class R Shares
Class R5 Shares
Class R6 Shares
Class Y Shares
Invesco Equally-Weighted S&P 500 Fund Class A Shares
Class B Shares
Class C Shares
Class R Shares
Class R6 Shares
Class Y Shares
Invesco Floating Rate Fund Class A Shares
Class C Shares
Class R Shares
Class R5 Shares
Class R6 Shares
Class Y Shares
Invesco S&P 500 Index Fund Class A Shares
Class B Shares
Class C Shares
Class Y Shares
Invesco Global Real Estate Income Fund Class A Shares
Class B Shares
Class C Shares
Class R5 Shares
Class R6 Shares
Class Y Shares
Invesco U.S. Quantitative Core Fund Class A Shares
Class B Shares
Class C Shares
Class R Shares
Class R5 Shares
Class R6 Shares
Class Y Shares
Investor Class Shares
Invesco American Franchise Fund Class A Shares
Class B Shares
Class C Shares
Class R Shares
Class R5 Shares
Class R6 Shares
Class Y Shares
Invesco Equity and Income Fund Class A Shares
Class B Shares
Class C Shares
Class R Shares
Class R5 Shares
Class R6 Shares
Class Y Shares
Invesco Growth and Income Fund Class A Shares
Class B Shares
Class C Shares
Class R Shares
Class R5 Shares
Class R6 Shares
Class Y Shares
Invesco Pennsylvania Tax Free Income Fund Class A Shares
Class B Shares
Class C Shares
Class R6 Shares
Class Y Shares
Invesco Small Cap Discovery Fund Class A Shares
Class B Shares
Class C Shares
Class R5 Shares
Class R6 Shares
Class Y Shares"
SUB-ITEM 77Q1(e)
MEMORANDUM OF AGREEMENT
(ADVISORY FEE WAIVERS)
This Memorandum of Agreement is entered into as of the effective date on the
attached Exhibit A and B (each an "Exhibit" or, collectively the "Exhibits"),
between AIM Counselor Series Trust (Invesco Counselor Series Trust), AIM Equity
Funds (Invesco Equity Funds), AIM Funds Group (Invesco Funds Group), AIM Growth
Series (Invesco Growth Series), AIM International Mutual Funds (Invesco
International Mutual Funds), AIM Investment Funds (Invesco Investment Funds),
AIM Investment Securities Funds (Invesco Investment Securities Funds), AIM
Sector Funds (Invesco Sector Funds), AIM Tax-Exempt Funds (Invesco Tax-Exempt
Funds), AIM Treasurer's Series Trust (Invesco Treasurer's Series Trust), AIM
Variable Insurance Funds (Invesco Variable Insurance Funds), Invesco California
Municipal Income Trust, Invesco California Municipal Securities, Invesco
California Quality Municipal Securities, Invesco High Yield Investments Fund,
Inc., Invesco Municipal Income Opportunities Trust, Invesco Municipal Income
Opportunities Trust II, Invesco Municipal Income Opportunities Trust III,
Invesco Municipal Premium Income Trust, Invesco New York Quality Municipal
Securities, Invesco Quality Municipal Income Trust, Invesco Quality Municipal
Investment Trust, Invesco Quality Municipal Securities, Invesco Value Municipal
Bond Trust, Invesco Value Municipal Income Trust, Invesco Value Municipal
Securities, Invesco Value Municipal Trust, and Short-Term Investments Trust
(each a "Trust" or, collectively, the "Trusts"), on behalf of the funds listed
on the Exhibits to this Memorandum of Agreement (the "Funds"), and Invesco
Advisers, Inc. ("Invesco"). Invesco shall and hereby agrees to waive fees of
the Funds, on behalf of their respective classes as applicable, severally and
not jointly, as indicated in the Exhibits.
For and in consideration of the mutual terms and agreements set forth herein
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, Invesco agrees that until at least the expiration date
set forth on Exhibit A (the "Expiration Date") and with respect to those Funds
listed on the Exhibit, Invesco will waive its advisory fees at the rate set
forth on the Exhibit.
For and in consideration of the mutual terms and agreements set forth herein
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the Trusts and Invesco agree as follows:
1. Invesco agrees that until the expiration date, if any, of the commitment
set forth on the attached Exhibit B occurs, as such Exhibit B is amended
from time to time, Invesco will waive advisory fees payable by an
Investing Fund (defined below) in an amount equal to 100% of the net
advisory fee Invesco receives on the Uninvested Cash (defined below)
from the Affiliated Money Market Fund (defined below) in which the
Investing Fund invests (the "Waiver").
i. Invesco's Fund Accounting Group will calculate, and apply, the
Waiver monthly, based upon the average investment of Uninvested
Cash made by the Investing Fund during the previous month in an
Affiliated Money Market Fund.
ii. The Waiver will not apply to those Investing Funds that do not
charge an advisory fee, either due to the terms of their advisory
agreement, or as a result of contractual or voluntary fee waivers.
iii. The Waiver will not apply to cash collateral for securities lending.
For purposes of the paragraph above, the following terms shall have the
following meanings:
(a) "Affiliated Money Market Fund" - any existing or future Trust that
holds itself out as a money market fund and complies with Rule 2a-7
under the Investment Company Act of 1940, as amended;
(b) "Investing Fund" - any Fund investing Cash Balances and/or Cash
Collateral in an Affiliated Money Market Fund; and
(c) "Uninvested Cash" - cash available and uninvested by a Trust that
may result from a variety of sources, including dividends or interest
received on portfolio securities, unsettled securities transactions,
strategic reserves, matured investments, proceeds from liquidation of
investment securities, dividend payments, or new investor capital.
2. Neither a Trust nor Invesco may remove or amend the Waiver to a Trust's
detriment prior to requesting and receiving the approval of the Board of
Trustee of the applicable Fund's Trust to remove or amend such Waiver.
Invesco will not have any right to reimbursement of any amount so waived.
The Boards of Trustees and Invesco may terminate or modify this Memorandum
of Agreement prior to the Expiration Date only by mutual written consent.
Invesco will not have any right to reimbursement of any amount so waived or
reimbursed.
Subject to the foregoing paragraphs, Invesco agrees to review the
then-current waivers for each class of the Funds listed on the Exhibits on a
date prior to the Expiration Date to determine whether such waivers should be
amended, continued or terminated. The waivers will expire upon the Expiration
Date unless the Trusts and Invesco have agreed to continue them. The Exhibits
will be amended to reflect any such agreement.
It is expressly agreed that the obligations of the Trusts hereunder shall
not be binding upon any of the Trustees, shareholders, nominees, officers,
agents or employees of the Trusts personally, but shall only bind the assets
and property of the Funds, as provided in each Trust's Agreement and
Declaration of Trust. The execution and delivery of this Memorandum of
Agreement have been authorized by the Trustees of each Trust, and this
Memorandum of Agreement has been executed and delivered by an authorized
officer of each Trust acting as such; neither such authorization by such
Trustees nor such execution and delivery by such officer shall be deemed to
have been made by any of them individually or to impose any liability on any of
them personally, but shall bind only the assets and property of the Funds, as
provided in each Trust's Agreement and Declaration of Trust.
IN WITNESS WHEREOF, each of the Trusts, on behalf of itself and its Funds
listed in Exhibit A and B to this Memorandum of Agreement, and Invesco have
entered into this Memorandum of Agreement as of the Effective Date on the
attached Exhibits.
AIM COUNSELOR SERIES TRUST (INVESCO COUNSELOR SERIES TRUST)
AIM EQUITY FUNDS (INVESCO EQUITY FUNDS)
AIM FUNDS GROUP (INVESCO FUNDS GROUP)
AIM GROWTH SERIES (INVESCO GROWTH SERIES)
AIM INTERNATIONAL MUTUAL FUNDS (INVESCO INTERNATIONAL MUTUAL FUNDS)
AIM INVESTMENT FUNDS (INVESCO INVESTMENT FUNDS)
AIM INVESTMENT SECURITIES FUNDS (INVESCO INVESTMENT SECURITIES FUNDS)
AIM SECTOR FUNDS (INVESCO SECTOR FUNDS)
AIM TAX-EXEMPT FUNDS (INVESCO TAX-EXEMPT FUNDS)
AIM TREASURER'S SERIES TRUST (INVESCO TREASURER'S SERIES TRUST)
AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)
INVESCO CALIFORNIA MUNICIPAL INCOME TRUST
INVESCO CALIFORNIA MUNICIPAL SECURITIES
INVESCO CALIFORNIA QUALITY MUNICIPAL SECURITIES
INVESCO HIGH YIELD INVESTMENTS FUND, INC.
INVESCO MUNICIPAL INCOME OPPORTUNITIES TRUST
INVESCO MUNICIPAL INCOME OPPORTUNITIES TRUST II
INVESCO MUNICIPAL INCOME OPPORTUNITIES TRUST III
INVESCO MUNICIPAL PREMIUM INCOME TRUST
INVESCO NEW YORK QUALITY MUNICIPAL SECURITIES
INVESCO QUALITY MUNICIPAL INCOME TRUST
INVESCO QUALITY MUNICIPAL INVESTMENT TRUST
INVESCO QUALITY MUNICIPAL SECURITIES
INVESCO VALUE MUNICIPAL BOND TRUST
INVESCO VALUE MUNICIPAL INCOME TRUST
INVESCO VALUE MUNICIPAL SECURITIES
INVESCO VALUE MUNICIPAL TRUST
SHORT-TERM INVESTMENTS TRUST
on behalf of the Funds listed in the Exhibit
to this Memorandum of Agreement
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
--------------------------
Title: Senior Vice President
INVESCO ADVISERS, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
--------------------------
Title: Senior Vice President
EXHIBIT A TO ADVISORY FEE MOA
AIM EQUITY FUNDS
(INVESCO EQUITY EFFECTIVE EXPIRATION
FUNDS) WAIVER DESCRIPTION DATE DATE
---------------------------- ----------------------------------------------- --------- ----------
Invesco Constellation Fund Invesco will waive advisory fees to the extent 3/27/2006 12/31/2012
necessary so that advisory fees Invesco
receives do not exceed the annualized rates
listed below.
0.695% of the first $250M
0.615% of the next $4B
0.595% of the next $750M
0.57% of the next $2.5B
0.545% of the next $2.5B
0.52% of the excess over $10B
AIM TREASURER'S
SERIES TRUST
(INVESCO TREASURER'S EFFECTIVE EXPIRATION
SERIES TRUST) WAIVER DESCRIPTION DATE DATE
------------------------ ----------------------------------------------- --------- ----------
Premier Portfolio Invesco will waive advisory fees in the amount 2/1/2011 12/31/2012
of 0.07% of the Fund's average daily net
assets
Premier U.S. Government Invesco will waive advisory fees in the amount 2/1/2011 12/31/2012
Money Portfolio of 0.07% of the Fund's average daily net
assets
EXHIBIT "B"
AIM COUNSELOR SERIES TRUST (INVESCO COUNSELOR SERIES TRUST)
PORTFOLIO EFFECTIVE DATE COMMITTED UNTIL
--------- ----------------- ---------------
Invesco California Tax-Free Income Fund February 12, 2010 June 30, 2013
Invesco Core Plus Bond Fund June 2, 2009 June 30, 2013
Invesco Equally-Weighted S&P 500 Fund February 12, 2010 June 30, 2013
Invesco Floating Rate Fund July 1, 2007 June 30, 2013
Invesco S&P 500 Index Fund February 12, 2010 June 30, 2013
Invesco Global Real Estate Income Fund July 1, 2007 June 30, ▇▇▇▇
▇▇▇▇▇▇▇ ▇.▇. Quantitative Core Fund July 1, 2007 June 30, 2013
Invesco ▇▇▇ ▇▇▇▇▇▇ American Franchise Fund February 12, 2010 June 30, 2013
Invesco ▇▇▇ ▇▇▇▇▇▇ Equity and Income Fund February 12, 2010 June 30, 2013
Invesco ▇▇▇ ▇▇▇▇▇▇ Growth and Income Fund February 12, 2010 June 30, ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ Tax Free Income Fund February 12, 2010 June 30, 2013
Invesco ▇▇▇ ▇▇▇▇▇▇ Small Cap Growth Fund February 12, 2010 June 30, 2013
AIM EQUITY FUNDS (INVESCO EQUITY FUNDS)
PORTFOLIO EFFECTIVE DATE COMMITTED UNTIL
--------- -------------- ---------------
Invesco Charter Fund July 1, 2007 June 30, 2013
Invesco Constellation Fund July 1, 2007 June 30, 2013
Invesco Disciplined Equity Fund July 14, 2009 June 30, 2013
Invesco Diversified Dividend Fund July 1, 2007 June 30, ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Fund July 1, 2007 June 30, 2013
AIM FUNDS GROUP (INVESCO FUNDS GROUP)
FUND EFFECTIVE DATE COMMITTED UNTIL
---- -------------- ---------------
Invesco European Small Company Fund July 1, 2007 June 30, 2013
Invesco Global Core Equity Fund July 1, 2007 June 30, 2013
Invesco International Small Company Fund July 1, 2007 June 30, 2013
Invesco Small Cap Equity Fund July 1, 2007 June 30, 2013
AIM GROWTH SERIES (INVESCO GROWTH SERIES)
FUND EFFECTIVE DATE COMMITTED UNTIL
---- ----------------- ---------------
Invesco Convertible Securities Fund February 12, 2010 June 30, 2013
Invesco Global Quantitative Core Fund July 1, 2007 June 30, 2013
Invesco Mid Cap Core Equity Fund July 1, 2007 June 30, 2013
Invesco Small Cap Growth Fund July 1, 2007 June 30, 2013
Invesco ▇▇▇ ▇▇▇▇▇▇ Leaders Fund February 12, 2010 June 30, 2013
Invesco ▇▇▇ ▇▇▇▇▇▇ U.S. Mortgage Fund February 12, 2010 June 30, 2013
AIM INTERNATIONAL MUTUAL FUNDS (INVESCO INTERNATIONAL MUTUAL FUNDS)
FUND EFFECTIVE DATE COMMITTED UNTIL
---- -------------- ---------------
Invesco Asia Pacific Growth Fund July 1, 2007 June 30, 2013
Invesco European Growth Fund July 1, 2007 June 30, 2013
Invesco Global Growth Fund July 1, 2007 June 30, 2013
Invesco Global Opportunities Fund August 1, 2012 June 30, 2013
Invesco Global Select Companies Fund August 1, 2012 June 30, 2013
Invesco Global Small & Mid Cap Growth Fund July 1, 2007 June 30, 2013
Invesco International Growth Fund July 1, 2007 June 30, 2013
Invesco International Core Equity Fund July 1, 2007 June 30, 2013
AIM INVESTMENT FUNDS (INVESCO INVESTMENT FUNDS)
FUND EFFECTIVE DATE COMMITTED UNTIL
---- ----------------- ---------------
Invesco Balanced-Risk Allocation Fund* May 29, 2009 June 30, 2013
Invesco Balanced-Risk Commodity Strategy Fund** November 29, 2010 June 30, 2013
Invesco China Fund July 1, 2007 June 30, 2013
Invesco Commodities Strategy Fund*** February 12, 2010 June 30, 2013
Invesco Developing Markets Fund July 1, 2007 June 30, 2013
Invesco Emerging Markets Equity Fund May 11, 2011 June 30, 2013
Invesco Emerging Market Local Currency Debt Fund June 14, 2010 June 30, 2013
Invesco Endeavor Fund July 1, 2007 June 30, 2013
Invesco Global Advantage Fund February 12, 2010 June 30, 2013
Invesco Global Health Care Fund July 1, 2007 June 30, 2013
Invesco International Total Return Fund July 1, 2007 June 30, 2013
Invesco Pacific Growth Fund February 12, 2010 June 30, 2013
Invesco Premium Income Fund December 13, 2011 June 30, 2013
Invesco Small Companies Fund July 1, 2007 June 30, 2013
AIM INVESTMENT SECURITIES FUNDS (INVESCO INVESTMENT SECURITIES FUNDS)
FUND EFFECTIVE DATE COMMITTED UNTIL
---- ----------------- ---------------
Invesco Dynamics Fund July 1, 2007 June 30, 2013
Invesco Global Real Estate
Fund July 1, 2007 June 30, 2013
Invesco High Yield Fund July 1, 2007 June 30, 2013
Invesco High Yield Securities Fund February 12, 2010 June 30, 2013
Invesco Limited Maturity Treasury Fund July 1, 2007 June 30, 2013
Invesco Money Market Fund July 1, 2007 June 30, 2013
Invesco Municipal Bond Fund July 1, 2007 June 30, 2013
Invesco Real Estate Fund July 1, 2007 June 30, 2013
Invesco Short Term Bond Fund July 1, 2007 June 30, ▇▇▇▇
▇▇▇▇▇▇▇ ▇.▇. Government Fund July 1, 2007 June 30, 2013
Invesco ▇▇▇ ▇▇▇▇▇▇ Corporate Bond Fund February 12, 2010 June 30, 2013
--------
* Advisory fees to be waived by Invesco for Invesco Balanced-Risk
Allocation Fund also include advisory fees that Invesco receives on the
Uninvested Cash from the Affiliated Money Market Fund in which Invesco
Cayman Commodity Fund I, Ltd. invests.
** Advisory fees to be waived by Invesco for Invesco Balanced-Risk Commodity
Strategy Fund also include advisory fees that Invesco receives on the
Uninvested Cash from the Affiliated Money Market Fund in which Invesco
Cayman Commodity Fund III, Ltd. invests.
*** Advisory fees to be waived by Invesco for Invesco Commodities Strategy
Fund also include advisory fees that Invesco receives on the Uninvested
Cash from the Affiliated Money Market Fund in which Invesco Cayman
Commodity Fund II, Ltd. Invests.