485BXT 1 d657904d485bxt.htm 485BXT 485BXT
As Filed with the United States Securities and Exchange Commission on February 2, 2024.
1933 Act Registration No. 333-36074
1940 Act Registration No. 811-09913
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A 
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
☒
Pre-Effective Amendment No.
☐
Post-Effective Amendment No. 191
☒
and/or 
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
☐
Amendment No. 192
☒
 
AIM COUNSELOR SERIES TRUST (INVESCO COUNSELOR SERIES TRUST)
(Exact Name of Registrant as Specified in Charter)
11 Greenway Plaza, Houston, TX 77046-1173
(Address of Principal Executive Office)
Registrant’s Telephone Number, including Area Code: (713) 626-1919
Melanie Ringold, Esquire
11 Greenway Plaza, Houston, TX 77046
(Address of Principal Executive Office)
Copy to: 
Taylor V. Edwards, Esquire
Invesco Advisers, Inc.
225 Liberty Street, 15th FL
New York, NY 10281-1087
Matthew R. DiClemente, Esquire
Mena M. Larmour, Esquire
Stradley Ronon Stevens & Young, LLP
2005 Market Street, Suite 2600
Philadelphia, Pennsylvania 19103-7018
Approximate Date of Proposed Public Offering: As soon as practicable after the effective date of this Amendment. 
It is proposed that this filing will become effective (check appropriate box)
__
immediately upon filing pursuant to paragraph (b)
X
on March 3, 2024 pursuant to paragraph (b)
__
60 days after filing pursuant to paragraph (a)
__
on (date) pursuant to paragraph (a)
__
75 days after filing pursuant to paragraph (a)(2)
__
on (date) pursuant to paragraph (a)(2) of rule 485
If appropriate, check the following box:
X
This post-effective amendment designates a new effective date for a previously filed post-effective amendment.
This post-effective amendment relates only to the Class A, Class C, Class R, Class Y and Class R5 shares of Invesco NASDAQ 100 Index Fund series of the Registrant (the “Fund”) as described in the Explanatory Note below. No information relating to the Registrant’s other series is amended or superseded hereby.
EXPLANATORY NOTE
Post-Effective Amendment No. 134 to the Registrant’s Registration Statement under the Securities Act of 1933, as amended (the “Securities Act”) (Amendment No. 135 under the Investment Company Act of 1940, as amended (the “Investment Company Act”)) (“PEA No. 134”), was filed with the U.S. Securities and Exchange Commission via the EDGAR system pursuant to Rule 485(a)(1) under the Securities Act on July 28, 2020, EDGAR Accession No. 0001137439-20-000666, relating to the Class A, Class C, Class R, Class Y and Class R5 shares of Invesco NASDAQ 100 Index Fund (the “Fund”).
Pursuant to Rule 485(b)(1)(iii) under the Securities Act, this Post-Effective Amendment No. 191 to the Registrant’s Registration Statement under the Securities Act (Amendment No. 192 under the Investment Company Act) (“PEA No. 191”) is being filed solely for the purpose of designating March 3, 2024, as the new effective date for PEA No. 134. The effectiveness of PEA No. 134 was delayed previously pursuant to Post-Effective Amendment Nos. 140, 141, 142, 144, 145, 146, 147, 148, 150, 151, 153, 154, 155, 156, 157, 158, 160, 161, 162, 163, 164, 165, 166, 167, 168, 169, 170, 171, 173, 175, 176, 178, 179, 180, 181, 182, 183, 184, 185, 186, 187, 188 and 190 to the Registrant's Registration Statement filed on October 9, 2020, November 10, 2020, December 9, 2020, January 7, 2021, February 4, 2021, March 4, 2021, April 1, 2021 April 30, 2021, May 28, 2021, June 25, 2021, July 23, 2021, August 20, 2021, September 17, 2021, October 15, 2021, November 12, 2021, December 10, 2021, January 7, 2022, February 4, 2022, March 4, 2022, April 1, 2022, April 29, 2022, May 27, 2022, June 24, 2022, July 22, 2022, August 19, 2022, September 16, 2022, October 14, 2022 November 10, 2022, December 9, 2022, January 6, 2023, February 3, 2023, March 3, 2023, March 31, 2023, April 28, 2023, May 26, 2023, June 23, 2023, July 21, 2023, August 18, 2023, September 15, 2023, October 13, 2023,  November 9, 2023, December 8, 2023 and January 5, 2024, respectively.
The Prospectus and Statement of Additional Information for the Fund’s Class A, Class C, Class R, Class Y and Class R5 shares included in PEA No. 134 are incorporated by reference into this PEA No. 191.
The Part C of the Registrant’s Registration Statement included herein.

PART C. OTHER INFORMATION
Item 28. Exhibits. 
Exhibit
Number
Description
a
 
 
b
 
 
c
 
 
Articles II, VI, VII, VIII and IX of the Amended and Restated Agreement and Declaration of Trust and Articles IV, V
and VI of the Bylaws define rights of holders of shares.
d
(1)
(a)
d
(1)
(b)
d
(1)
(c)
d
(1)
(d)
d
(1)
(e)
d
(1)
(f)
d
(1)
(g)
d
(2)
(a)
d
(2)
(b)
d
(2)
(c)
d
(2)
(d)
d
(2)
(e)
d
(2)
(f)
Exhibit
Number
Description
d
(2)
(g)
d
(3)
(a)
d
(3)
(b)
d
(3)
(c)
d
(3)
(d)
d
(3)
(e)
d
(3)
(f)
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(3)
(g)
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(3)
(h)
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(3)
(i)
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(3)
(j)
d
(3)
(k)
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(3)
(l)
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(3)
(m)
d
(3)
(n)
d
(3)
(o)
d
(3)
(p)
d
(3)
(q)
d
(4)
(a)
d
(4)
(b)
d
(4)
(c)
Exhibit
Number
Description
d
(4)
(d)
d
(4)
(e)
d
(4)
(f)
d
(4)
(g)
d
(4)
(h)
d
(4)
(i)
d
(4)
(j)
d
(4)
(k)
d
(4)
(l)
d
(4)
(m)
d
(4)
(n)
d
(4)
(o)
d
(4)
(p)
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(4)
(q)
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(5)
(a)
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(5)
(b)
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(5)
(c)
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(5)
(d)
d
(5)
(e)
e
(1)
(a)
e
(1)
(b)
e
(1)
(c)
Exhibit
Number
Description
e
(1)
(d)
e
(1)
(e)
e
(1)
(f)
e
(1)
(g)
e
(1)
(h)
e
(1)
(i)
e
(1)
(j)
e
(1)
(k)
e
(1)
(l)
e
(1)
(m)
e
(1)
(n)
e
(1)
(o)
e
(1)
(p)
e
(1)
(q)
e
(1)
(r)
e
(2)
 
e
(3)
 
f
(1)
 
f
(2)
(a)
f
(2)
(b)
g
 
 
h
(1)
(a)
h
(1)
(b)
Exhibit
Number
Description
h
(2)
(a)
h
(2)
(b)
h
(2)
(c)
h
(2)
(d)
h
(2)
(e)
h
(2)
(f)
h
(2)
(g)
h
(3)
 
h
(4)
 
h
(5)
 
h
(6)
 
i
 
 
Legal Opinion - None
j
 
 
Other Opinions - None
k
 
 
Omitted Financial Statements – Not Applicable.
l
(1)
(a)
l
(1)
(b)
l
(1)
(c)
l
(1)
(d)
l
(1)
(e)
l
(1)
(f)
l
(1)
(g)
Exhibit
Number
Description
l
(1)
(h)
l
(1)
(i)
l
(1)
(j)
l
(1)
(k)
m
(1)
(a)
m
(1)
(b)
m
(1)
(c)
m
(1)
(d)
m
(1)
(e)
m
(1)
(f)
m
(1)
(g)
m
(2)
(a)
m
(2)
(b)
m
(3)
(a)
m
(3)
(b)
n
(1)
 
o
 
 
Reserved.
p
(1)
 
p
(2)
 
p
(3)
 
q
 
 
101.INS
XBRL Instance Document- the instance document does not appear in the Interactive Data File because its XBRL tags
are embedded within the inline XBRL document
101.SCH 
XBRL Taxonomy Extension Schema Document
Exhibit
Number
Description
101.CAL 
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF 
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB 
XBRL Taxonomy Extension Labels Linkbase Document
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document
(1)
Previously filed with PEA No. 13 to the Registration Statement on August 28, 2003 and incorporated by reference herein.
(2)
Previously filed with PEA No. 38 to the Registration Statement of INVESCO Sector Funds, Inc. on July 15, 2003 and incorporated herein by reference (Identical except for the name of the Registrant (AIM Counselor Series Trust) and the date).
(3)
Previously filed with the Registration Statement on Form N-14 of AIM Special Opportunities Funds on August 13, 2003 and incorporated herein by reference.
(4)
Previously filed with PEA No. 77 to the Registration Statement of AIM Equity Funds filed on July 7, 2003 and incorporated by reference herein.
(5)
Previously filed with PEA No. 15 to the Registration Statement of Registrant filed on November 25, 2003 and incorporated by reference herein.
(6)
Previously filed with PEA No. 16 to the Registration Statement of Registrant filed on March 1, 2004 and incorporated by reference herein.
(7)
Previously filed with PEA No. 17 to the Registration Statement of Registrant filed on November 30, 2004 and incorporated by reference herein.
(8)
Previously filed with PEA No. 18 to the Registration Statement of Registrant filed on October 19, 2005 and incorporated by reference herein.
(9)
Previously filed with PEA No. 19 to the Registration Statement of Registrant filed on December 7, 2005 and incorporated by reference herein.
(10)
Previously filed with PEA No. 20 to the Registration Statement of Registrant filed on December 20, 2005 and incorporated by reference herein.
(11)
Previously filed with PEA No. 21 to the Registration Statement of Registrant filed on January 13, 2006 and incorporated by reference herein.
(12)
Previously filed with PEA No. 22 to the Registration Statement of Registrant filed on February 17, 2006 and incorporated by reference herein.
(13)
Previously filed with PEA No. 23 to the Registration Statement of Registrant filed on March 24, 2006 and incorporated by reference herein.
(14)
Previously filed with PEA No. 24 to the Registration Statement of Registrant filed on April 13, 2006 and incorporated by reference herein.
(15)
Previously filed with PEA No. 25 to the Registration Statement of Registrant filed on September 22, 2006 and incorporated by reference herein.
(16)
Previously filed with PEA No. 26 to the Registration Statement of Registrant filed on October 13, 2006 and incorporated by reference herein.
(17)
Previously filed with PEA No. 28 to the Registration Statement of Registrant filed on December 28, 2006 and incorporated by reference herein.
(18)
Previously filed with PEA No. 29 to the Registration Statement of Registrant filed on March 12, 2007 and incorporated by reference herein.
(19)
Previously filed with PEA No. 30 to the Registration Statement of Registrant filed on October 18, 2007 and incorporated by reference herein.
(20)
Previously filed with PEA No. 31 to the Registration Statement of Registrant filed on December 20, 2007 and incorporated by reference herein.
(21)
Previously filed with PEA No. 32 to the Registration Statement of Registrant filed on February 15, 2008 and incorporated by reference herein.
(22)
Previously filed with PEA No. 33 to the Registration Statement of Registrant filed on September 23, 2008 and incorporated by reference herein.
(23)
Previously filed with PEA No. 34 to the Registration Statement of Registrant filed on December 17, 2008 and incorporated by reference herein.
(24)
Previously filed with PEA No. 35 to the Registration Statement of Registrant filed on March 11, 2009 and incorporated by reference herein.
(25)
Previously filed with PEA No. 36 to the Registration Statement of Registrant filed on May 28, 2009 and incorporated by reference herein.
(26)
Previously filed with PEA No. 38 to the Registration Statement of Registrant filed on December 3, 2009 and incorporated by reference herein.
(27)
Previously filed with PEA No. 39 to the Registration Statement of Registrant filed on February 5, 2010 and incorporated by reference herein.
(28)
Previously filed with PEA No. 40 to the Registration Statement of Registrant filed on February 12, 2010 and incorporated by reference herein.
(29)
Previously filed with PEA No. 41 to the Registration Statement of Registrant filed on May 28, 2010 and incorporated by reference herein.
(30)
Previously filed with PEA No. 42 to the Registration Statement of Registrant filed on June 29, 2010 and incorporated by reference herein.
(31)
Previously filed with PEA No. 43 to the Registration Statement of Registrant filed on July 26, 2010 and incorporated by reference herein.
(32)
Previously filed with PEA No. 44 to the Registration Statement of Registrant filed on October 15, 2010 and incorporated by reference herein.
(33)
Previously filed with PEA No. 45 to the Registration Statement of Registrant filed on October 28, 2010 and incorporated by reference herein.
(34)
Previously filed with PEA No. 46 to the Registration Statement of Registrant filed on December 21, 2010 and incorporated by reference herein.
(35)
Previously filed with PEA No. 48 to the Registration Statement of Registrant filed on December 14, 2011 and incorporated by reference herein.
(36)
Previously filed with PEA No. 50 to the Registration Statement of Registrant filed on July 20, 2012 and incorporated by reference herein.
(37)
Previously filed with PEA No. 51 to the Registration Statement of Registrant filed on September 21, 2012 and incorporated by reference herein.
(38)
Previously filed with PEA No. 53 to the Registration Statement of Registrant filed on December 19, 2012 and incorporated by reference herein.
(39)
Previously filed with PEA No. 55 to the Registration Statement of Registrant filed on December 17, 2013 and incorporated by reference herein.
(40)
Previously filed with PEA No. 57 to the Registration Statement of Registrant filed on January 29, 2014 and incorporated by reference herein.
(41)
Previously filed with PEA No. 59 to the Registration Statement of Registrant filed on April 22, 2014 and incorporated by reference herein.
(42)
Previously filed with PEA No. 61 to the Registration Statement of Registrant filed on December 17, 2014 and incorporated by reference herein.
(43)
Previously filed with PEA No. 63 to the Registration Statement of Registrant filed on July 15, 2015 and incorporated by reference herein.
(44)
Previously filed with PEA No. 65 to the Registration Statement of Registrant filed on December 16, 2015 and incorporated by reference herein.
(45)
Previously filed with PEA No. 67 to the Registration Statement of Registrant filed on December 14, 2016 and incorporated by reference herein.
(46)
Previously filed with PEA No. 69 to the Registration Statement of Registrant filed on January 10, 2017 and incorporated by reference herein.
(47)
Previously filed with PEA No. 70 to the Registration Statement of Registrant filed on March 9, 2017 and incorporated by reference herein.
(48)
Previously filed with PEA No. 71 to the Registration Statement of Registrant filed on March 31, 2017 and incorporated by reference herein.
(49)
Previously filed with PEA No. 75 to the Registration Statement of Registrant filed on May 31, 2017 and incorporated by reference herein.
(50)
Previously filed with PEA No. 77 to the Registration Statement of Registrant filed on June 5, 2017 and incorporated by reference herein.
(51)
Previously filed with PEA No. 85 to the Registration Statement of Registrant filed on December 13, 2017 and incorporated by reference herein.
(52)
Previously filed with PEA No. 92 to the Registration Statement of Registrant filed on May 3, 2018 and incorporated by reference herein.
(53)
Previously filed with PEA No. 95 to the Registration Statement of Registrant filed on July 10, 2018 and incorporated by reference herein.
(54)
Previously filed with PEA No. 102 to the Registration Statement of Registrant filed on November 2, 2018 and incorporated by reference herein.
(55)
Previously filed with PEA No. 104 to the Registration Statement of Registrant filed on December 19, 2018 and incorporated by reference herein.
(56)
Previously filed with PEA No. 115 to the Registration Statement of Registrant filed on May 23, 2019 and incorporated by reference herein.
(57)
Previously filed with PEA No. 120 to the Registration Statement of Registrant filed on August 27, 2019 and incorporated by reference herein.
(58)
Incorporated by reference to Post-Effective Amendment No. 91 to AIM Investment Securities Funds (Invesco Investment Securities Funds) Registration Statement on Form N-1A, filed on September 26, 2019.
(59)
Incorporated by reference to Post-Effective Amendment No. 135 to AIM Equity Funds (Invesco Equity Funds) Registration Statement on Form N-1A, filed on November 21, 2019.
(60)
Previously filed with PEA No. 124 to the Registration Statement of Registrant filed on November 21, 2019 and incorporated by reference herein.
(61)
Incorporated by reference to PEA No. 154 to AIM Growth Series (Invesco Growth Series) Registration Statement on Form N-1A filed on December 9, 2019.
(62)
Incorporated by reference to PEA No. 70 to AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) Registration Statement on Form N-1A filed on December 19, 2019.
(63)
Previously filed with PEA No. 131 to the Registration Statement of Registrant filed on February 12, 2020 and incorporated by reference herein.
(64)
Incorporated by reference to Post-Effective Amendment No. 116 to AIM Sector Funds (Invesco Sector Funds) Registration Statement on Form N-1A on February 27, 2020.
(65)
Incorporated by reference to Post-Effective Amendment No. 189 to AIM Investment Funds (Invesco Investment Funds) Registration Statement on Form N-1A on March 30, 2020.
(66)
Incorporated by reference to Post-Effective Amendment No. 136 to AIM Funds Group (Invesco Funds Group) Registration Statement on Form N-1A on April 27, 2020.
(67)
Previously filed with PEA No. 132 to the Registration Statement of Registrant filed on June 5, 2020 and incorporated by reference herein.
(68)
Incorporated by reference to Post-Effective Amendment No. 102 to AIM Investment Securities Funds (Invesco Investment Securities Funds) Registration Statement on Form N-1A on June 29, 2020.
(69)
Previously filed with PEA No. 137 to Registration Statement of Registrant filed on August 20, 2020 and incorporated by reference herein.
(70)
Incorporated by reference to Post-Effective Amendment No. 118 to AIM Sector Funds (Invesco Sector Funds) Registration Statement on Form N-1A on August 28, 2020.
(71)
Previously filed with PEA No. 139 to Registration Statement of Registrant filed on October 13, 2020 and incorporated by reference herein.
(72)
Previously filed with PEA No. 143 to the Registration Statement of Registrant filed on December 18, 2020 and incorporated by reference herein.
(73)
Previously filed with PEA No. 149 to the Registration Statement of Registrant filed on May 14, 2021 and incorporated by reference herein.
(74)
Incorporated by reference to Post-Effective Amendment No. 102 to AIM Investment Securities Funds (Invesco Investment Securities Funds) Registration Statement on June 29, 2020.
(75)
Incorporated by reference to Post-Effective Amendment No. 191 to AIM Investment Funds (Invesco Investment Funds) Registration Statement on Form N-1A on February 22, 2021.
(76)
Incorporated by reference to Post-Effective Amendment No. 141 to AIM Equity Funds (Invesco Equity Funds) Registration Statement on Form N-1A on February 25, 2021.
(77)
Incorporated herein by reference to Post-Effective Amendment No. 192 to AIM Investment Funds (Invesco Investment Funds) Registration Statement on Form N-1A on March 30, 2021.
(78)
Incorporated herein by reference to Post-Effective Amendment No.163 to AIM Growth Series (Invesco Growth Series) Registration on Form N-1A on April 29, 2021.
(79)
Incorporated by reference to Post-Effective Amendment No. 104 to AIM Investment Securities Funds (Invesco Investment Securities Funds) Registration Statement on June 28, 2021.
(80)
Previously filed with PEA No. 152 to the Registration Statement of Registrant filed on July 14, 2021 and incorporated by reference herein.
(81)
Incorporated by reference to Post-Effective Amendment No. 85 to AIM Variable Insurance Funds (Invesco Variable Insurance Funds) Registration Statement on September 7, 2021.
(82)
Previously filed with PEA No. 159 to the Registration Statement of Registrant filed on December 16, 2021 and incorporated by reference herein.
(83)
Incorporated by reference to Post-Effective Amendment No. 105 to AIM Investment Securities Funds (Invesco Investment Securities Funds) Registration Statement on June 27, 2022.
(84)
Incorporated by reference to Post-Effective Amendment No. 121 to AIM Sector Funds (Invesco Sector Funds) Registration Statement on August 25, 2022.
(85)
Incorporated herein by reference to Post-Effective Amendment No. 193 to AIM Investment Funds (Invesco Investment Funds) Registration Statement on Form N-1A on February 25, 2022.
(86)
Incorporated by reference to Post-Effective Amendment No. 174 to AIM Counselor Series Trust (Invesco Counselor Series Trust) Registration Statement on December 15, 2022.
(87)
Incorporated by reference to Post-Effective Amendment No. 172 to AIM Counselor Series Trust (Invesco Counselor Series Trust) Registration Statement on December 5, 2022.
(88)
Previously filed with PEA No. 177 to the Registration Statement of Registrant filed on February 17, 2023 and incorporated by reference herein.
(89)
Incorporated by reference to PEA No. 108 to AIM Investment Securities Funds (Invesco Investment Securities Funds) Registration Statement on Form N-1A, filed on June 27, 2023.
(90)
Incorporated herein by reference to Post-Effective Amendment No. 195 to AIM Investment Funds (Invesco Investment Funds) Registration Statement on Form N-1A on February 28, 2023.
(91)
Incorporated herein by reference to Post-Effective Amendment No. 122 to AIM Sector Funds (Invesco Sector Funds) Registration Statement on Form N-1A on August 25, 2023.
(92)
Incorporated by reference to PEA No. 95 to AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds) Registration Statement on Form N-1A, filed on June 27, 2023.
(93)
Previously filed with PEA No. 186 to the Registration Statement of Registrant filed on October 13, 2023 and incorporated by reference herein.
(94)
Previously filed with PEA No. 189 to the Registration Statement of Registrant filed on December 14, 2023 and incorporated by reference herein.
(*)
Filed herewith electronically.
Item 29. Persons Controlled by or Under Common Control with the Fund.
None.
Item 30. Indemnification.
Indemnification provisions for officers, trustees, and employees of the Registrant are set forth in Article VIII of the Registrant’s Amended and Restated Agreement and Declaration of Trust and Article VIII of its Bylaws and are hereby incorporated by reference. See Items 28(a) and (b) above. Under the Amended and Restated Agreement and Declaration of Trust, effective as of September 20, 2022, (i) Trustees or officers, when acting in such capacity, shall not be personally liable for any act, omission or obligation of the Registrant or any Trustee or officer except by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office with the Trust; (ii) every Trustee, officer, employee or agent of the Registrant shall be indemnified to the fullest extent permitted under the Delaware Statutory Trust Act, the Registrant’s Bylaws and other applicable law; (iii) in case any shareholder or former shareholder of the Registrant shall be held to be personally liable solely by reason of his being or having been a shareholder of the Registrant or any portfolio or class and not because of his acts or omissions or for some other reason, the shareholder or former shareholder (or his heirs, executors, administrators or other legal representatives, or, in the case of a corporation or other entity, its corporate or general successor) shall be entitled, out of the assets belonging to the applicable portfolio (or allocable to the applicable class), to be held harmless from and indemnified against all loss and expense arising from such liability in accordance with the Bylaws and applicable law. The Registrant, on behalf of the affected portfolio (or class), shall upon request by the shareholder, assume the defense of any such claim made against the shareholder for any act or obligation of that portfolio (or class).
The Registrant and other investment companies and their respective officers and trustees are insured under a joint Mutual Fund Directors and Officers Liability Policy, issued by ICI Mutual Insurance Company and certain other domestic insurers, with limits up
to $100,000,000 and an additional $50,000,000 of excess coverage (plus an additional $30,000,000 limit that applies to independent directors/trustees only).
Section 16 of the Master Investment Advisory Agreement between the Registrant and Invesco Advisers, Inc. (Invesco Advisers) provides that in the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of Invesco Advisers or any of its officers, directors or employees, that Invesco Advisers shall not be subject to liability to the Registrant or to any series of the Registrant, or to any shareholder of any series of the Registrant for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security. Any liability of Invesco Advisers to any series of the Registrant shall not automatically impart liability on the part of Invesco Advisers to any other series of the Registrant. No series of the Registrant shall be liable for the obligations of any other series of the Registrant.
Section 10 of the Master Intergroup Sub-Advisory Contract for Mutual Funds (the Sub-Advisory Contract) between Invesco Advisers, on behalf of Registrant, and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Canada Ltd, Invesco Hong Kong Limited and Invesco Senior Secured Management, Inc., and separate Sub-Advisory Agreements with each of Invesco Capital Management, LLC, Invesco Asset Management (India) Private Limited and OppenheimerFunds, Inc. (each a Sub-Adviser, collectively the Sub-Advisers) provides that the Sub-Adviser shall not be liable for any costs or liabilities arising from any error of judgment or mistake of law or any loss suffered by any series of the Registrant or the Registrant in connection with the matters to which the Sub-Advisory Contract relates except a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Sub-Adviser in the performance by the Sub-Adviser of its duties or from reckless disregard by the Sub-Adviser of its obligations and duties under the Sub-Advisory Contract.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the Act) may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
Item 31. Business and Other Connections of the Investment Adviser.
The only employment of a substantial nature of Invesco’s directors and officers is with Invesco and its affiliated companies. For information as to the business, profession, vocation or employment of a substantial nature of each of the officers and directors of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Canada Ltd., Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc., Invesco Capital Management, LLC, Invesco Asset Management (India) Private Limited and OppenheimerFunds, Inc. (each a Sub-Adviser, collectively the Sub-Advisers) reference is made to Form ADV filed under the Investment Advisers Act of 1940 by each Sub-Adviser herein incorporated by reference. Reference is also made to the discussion under the caption “Fund Management – The Adviser(s)” in each Prospectus which comprises Part A of this Registration Statement, and to the discussion under the caption “Management of the Trust” of the Statement of Additional Information which comprises Part B of this Registration Statement, and to Item 32(b) of this Part C.
Item 32. Principal Underwriters.
(a) Invesco Distributors, Inc., the Registrant’s principal underwriter, also acts as a principal underwriter to the following investment companies:
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 Dynamic Credit Opportunity Fund
Invesco Senior Loan Fund
Invesco Management Trust
Short-Term Investments Trust
Invesco Actively Managed Exchange-Traded Fund Trust
Invesco Actively Managed Exchange-Traded Commodity Fund Trust
Invesco Exchange-Traded Fund Trust
Invesco Exchange-Traded Fund Trust II
Invesco India Exchange-Traded Fund Trust
Invesco Exchange-Traded Self-Indexed Fund Trust
(b) The following are the Officers and Managers of Invesco Distributors, Inc., the Registrant’s underwriter.
 
NAME AND PRINCIPAL
BUSINESS ADDRESS*
POSITIONS AND OFFICES
WITH REGISTRANT
POSITIONS AND OFFICES
WITH UNDERWRITER
Rocco Benedetto
None
Senior Vice President
David Borrelli
None
Senior Vice President
Ken Brodsky
None
Senior Vice President
George Fahey
None
Senior Vice President
Mark W. Gregson
None
Chief Financial Officer,
Financial & Operations Principal
Trisha B. Hancock
None
Chief Compliance Officer &
Senior Vice President
Clint Harris
None
President
Eliot Honaker
None
Senior Vice President
Greg Ketron
None
Treasurer
Brian Kiley
None
Senior Vice President
Brian Levitt
None
Senior Vice President
John McDonough
None
Director & Chief Executive Officer
Kevin Neznek
None
Senior Vice President
Melanie Ringold
Secretary, Senior Vice President
& Chief Legal Officer
Secretary
Adam Rochlin
None
Senior Vice President
Benjamin Stewart
None
Senior Vice President
Paul E. Temple
None
Senior Vice President
Ben Utt
None
Executive Vice President
Terry Gibson Vacheron
None
Executive Vice President
NAME AND PRINCIPAL
BUSINESS ADDRESS*
POSITIONS AND OFFICES
WITH REGISTRANT
POSITIONS AND OFFICES
WITH UNDERWRITER
Crissie Wisdom
Anti-Money Laundering Compliance
Officer
Anti-Money Laundering Compliance
Officer
John M. Zerr
Senior Vice President
Senior Vice President
*
The principal business address for all directors and executive officers is Invesco Distributors, Inc., 11 Greenway Plaza, Suite 1000, Houston, Texas 77046-1173.
(c) Not applicable.
Item 33. Location of Accounts and Records.
Invesco Advisers, Inc., 1331 Spring Street NW, Suite 2500, Atlanta, Georgia 30309, maintains physical possession of each such account, book or other document of the Registrant at the Registrant’s principal executive offices, 11 Greenway Plaza, Suite 1000, Houston, Texas 77046-1173, except for those maintained at its Atlanta offices at the address listed above or at its Louisville, Kentucky offices, 400 West Market Street, Suite 3300, Louisville, Kentucky 40202 and except for those relating to certain transactions in portfolio securities that are maintained by the Registrant’s Custodian, State Street Bank and Trust Company, 225 Franklin Street, Boston, Massachusetts 02110, and the Registrant’s Transfer Agent and Dividend Paying Agent, Invesco Investment Services, Inc., P.O. Box 219078, Kansas City, Missouri 64121-9078.
Records may also be maintained at the offices of:
 
 
Invesco Asset Management Deutschland GmbH
An der Welle 5, 1st Floor
Frankfurt, Germany 60322
 
 
Invesco Asset Management Ltd.
Perpetual Park
Perpetual Park Drive
Henley-on-Thames
Oxfordshire, RG91HH
United Kingdom
 
 
Invesco Asset Management (Japan) Limited
Roppongi Hills Mori Tower 14F
6-10-1 Roppongi
Minato-ku, Tokyo 106-6114 Japan
 
 
Invesco Hong Kong Limited
45F Jardine House
1 Connaught Place
Central, Hong KongP.R.C.
 
 
Invesco Senior Secured Management, Inc.
225 Liberty Street
New York, NY 10281
 
 
Invesco Canada Ltd.
120 Bloor Street East
Suite 700
Toronto, Ontario
Canada M4W 1B7
 
 
Invesco Capital Management LLC
3500 Lacey Road, Suite 700
Downers Grove, IL 60515
 
 
Invesco Asset Management (India) Private Limited
3rd Floor, GYS Infinity, Subhash Road
Paranjpe B Scheme, Ville Parle (East)
Mumbai – 400 057, India
 
 
OppenheimerFunds, Inc.
225 Liberty Street
New York, NY 10281
Item 34. Management Services.
None.
Item 35. Undertakings.
Not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant certifies that it meets all of the requirements for effectiveness of this Registration Statement under Rule 485(b) under the Securities Act of 1933, as amended, and has duly caused this Amendment to its Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the city of Houston, Texas, on the 2nd day of February, 2024.  
AIM COUNSELOR SERIES TRUST 
(INVESCO COUNSELOR SERIES TRUST)
By:
/s/ Glenn Brightman
 
Glenn Brightman
Title:
President
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities indicated on the dates indicated. 
SIGNATURE
TITLE
DATE
/s/ Glenn Brightman
President
February 2, 2024
(Glenn Brightman)
(Principal Executive Officer)
 
/s/ Beth Ann Brown*
Chair and Trustee
February 2, 2024
(Beth Ann Brown)
 
 
/s/ Carol Deckbar*
Trustee
February 2, 2024
(Carol Deckbar)
 
 
/s/ Cynthia Hostetler*
Trustee
February 2, 2024
(Cynthia Hostetler)
 
 
/s/ Eli Jones*
Trustee
February 2, 2024
(Eli Jones)
 
 
/s/ Elizabeth Krentzman*
Trustee
February 2, 2024
(Elizabeth Krentzman)
 
 
/s/ Jeffrey H. Kupor*
Trustee
February 2, 2024
(Jeffrey H. Kupor)
 
 
/s/ Anthony J. LaCava, Jr.*
Trustee
February 2, 2024
(Anthony J. LaCava, Jr.)
 
 
/s/ James Liddy*
Trustee
February 2, 2024
(James Liddy)
 
 
/s/ Prema Mathai-Davis*
Trustee
February 2, 2024
(Prema Mathai-Davis)
 
 
/s/ Joel W. Motley*
Trustee
February 2, 2024
(Joel W. Motley)
 
 
/s/ Teresa M. Ressel*
Trustee
February 2, 2024
(Teresa M. Ressel)
 
 
/s/ Douglas Sharp*
Trustee
February 2, 2024
(Douglas Sharp)
 
 
/s/ Robert C. Troccoli*
Trustee
February 2, 2024
(Robert C. Troccoli)
 
 
/s/ Daniel S. Vandivort*
Trustee
February 2, 2024
(Daniel S. Vandivort)
 
 
/s/ Adrien Deberghes
Vice President &
February 2, 2024
SIGNATURE
TITLE
DATE
Adrien Deberghes
Treasurer
(Principal Financial Officer)
 
 
 
 
/s/ Glenn Brightman
 
February 2, 2024
Glenn Brightman
 
 
Attorney-In-Fact
 
 
*Glenn Brightman, pursuant to powers of attorney dated January 26, 2024, filed herewith.
Exhibit Index 
q
Powers of Attorney for Brown, Deckbar, Hostetler, Jones, Krentzman, Kupor, LaCava, Liddy, Mathai-Davis, Motley,
Ressel, Sharp, Troccoli and Vandivort dated January 26, 2024.
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