Invesco Exchange Fund Sample Contracts

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MEMORANDUM OF AGREEMENT (ADVISORY FEE WAIVERS)
Memorandum of Agreement • February 28th, 2018 • Invesco Exchange Fund
RESTATED
Limited Partnership Agreement • April 23rd, 1999 • American Capital Exchange Fund • California
RECITALS
Master Investment Advisory Agreement • August 27th, 2010 • Invesco Van Kampen Exchange Fund • Texas
THIRD AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF INVESCO EXCHANGE FUND
Agreement and Declaration of Trust • May 25th, 2017 • Invesco Exchange Fund

WHEREAS the Trust was formed on May 6, 2015 by the filing of a Certificate of Trust with the office of the Secretary of State of the State of Delaware pursuant to a Declaration of Trust, dated as of May 6, 2015 (the “Original Declaration”);

MEMORANDUM OF AGREEMENT (Advisory Fee Waivers)
Memorandum of Agreement • April 30th, 2018 • Invesco Exchange Fund

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 Advantage Municipal Income Trust II, Invesco Bond Fund, Invesco California Value Municipal Income Trust, Invesco Dynamic Credit Opportunities Fund, Invesco Exchange Fund, Invesco High Income 2023 Target Term Fund, Invesco High Income 20

W I T N E S S E T H:
Fund Accounting Agreement • April 26th, 2007 • Van Kampen Exchange Fund • Illinois
AMENDMENT NO. 13
Sub-Advisory Contract • August 25th, 2017 • Invesco Exchange Fund
MEMORANDUM OF AGREEMENT (Advisory Fee Waivers)
Memorandum of Agreement • March 1st, 2019 • Invesco Exchange Fund

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 Advantage Municipal Income Trust II, Invesco Bond Fund, Invesco California Value Municipal Income Trust, Invesco Dynamic Credit Opportunities Fund, Invesco Exchange Fund, Invesco High Income 2023 Target Term Fund, Invesco High Income 20

AMENDMENT NO. 10 TO SUB-ADVISORY CONTRACT
Sub-Advisory Contract • April 30th, 2018 • Invesco Exchange Fund

This Amendment dated as of June 30, 2016, amends the Sub-Advisory Contract (the “Contract”) between Invesco Advisers, Inc. (the “Advisor”) and Invesco PowerShares Capital Management LLC (the “Sub-Advisor”).

AMENDED AND RESTATED MASTER CUSTODIAN CONTRACT
Master Custodian Contract • April 29th, 2011 • Invesco Van Kampen Exchange Fund • Massachusetts

This Contract is made as of June 1, 2010 by and between each entity set forth in Appendix A hereto (as such Appendix A may be amended from time to time) (each such entity and each entity made subject to this Contract in accordance with Sections 18 or 19 hereof, referred to herein as a “Fund”) and State Street Bank and Trust Company, a Massachusetts trust company, having its principal place of business at One Lincoln Street, Boston, Massachusetts, 02110, hereinafter called the “Custodian.”

SUB-ADVISORY CONTRACT
Sub-Advisory Contract • April 30th, 2018 • Invesco Exchange Fund • Texas

This contract is made as of December 14, 2011, by and among Invesco Advisers, Inc. (the “Advisor”) and Invesco PowerShares Capital Management LLC (the “Sub-Advisor”).

AMENDED AND RESTATED MASTER CUSTODIAN CONTRACT
Master Custodian Contract • April 28th, 2017 • Invesco Exchange Fund • Massachusetts

This Contract is made as of June 1, 2010 by and between each entity set forth in Appendix A hereto (as such Appendix A may be amended from time to time) (each such entity and each entity made subject to this Contract in accordance with Sections 18 or 19 hereof, referred to herein as a “Fund”) and State Street Bank and Trust Company, a Massachusetts trust company, having its principal place of business at One Lincoln Street, Boston, Massachusetts, 02110, hereinafter called the “Custodian.”

AMENDMENT NO. 3 TO SUB-ADVISORY CONTRACT
Sub-Advisory Contract • April 30th, 2018 • Invesco Exchange Fund

This Amendment dated as of February 25, 2013, amends the Sub-Advisory Contract (the “Contract”) between Invesco Advisers, Inc. (the “Advisor”) and Invesco PowerShares Capital Management LLC (the “Sub-Advisor”).

SUB-ADVISORY CONTRACT
Sub-Advisory Contract • May 25th, 2017 • Invesco Exchange Fund • Texas

This contract is made as of April 11, 2017, by and among Invesco Advisers, Inc. (the “Adviser”) and Invesco Asset Management (India) Private Limited (the “Sub-Adviser”).

MASTER CUSTODIAN AGREEMENT
Master Custodian Agreement • March 1st, 2019 • Invesco Exchange Fund • New York

This Agreement is made as of June 1, 2018 (this “ Agreement”), between each management investment company identified on Appendix A and each management investment company which becomes a party to this Agreement in accordance with the terms hereof (in each case, a “Fund”), including, if applicable, each series of a Fund identified on Appendix A and each series which becomes a party to this Agreement in accordance with the terms hereof, and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company (the “Custodian”).

AMENDMENT NO. 6 TO SUB-ADVISORY CONTRACT
Sub-Advisory Contract • April 30th, 2018 • Invesco Exchange Fund

This Amendment dated as of June 26, 2014, amends the Sub-Advisory Contract (the “Contract”) between Invesco Advisers, Inc. (the “Advisor”) and Invesco PowerShares Capital Management LLC (the “Sub-Advisor”).

AMENDMENT NO. 5 TO SUB-ADVISORY CONTRACT
Sub-Advisory Contract • April 30th, 2018 • Invesco Exchange Fund

This Amendment dated as of April 22, 2014, amends the Sub-Advisory Contract (the “Contract”) between Invesco Advisers, Inc. (the “Advisor”) and Invesco PowerShares Capital Management LLC (the “Sub-Advisor”).

AMENDMENT NO. 15 TO SUB-ADVISORY CONTRACT
Sub-Advisory Contract • May 25th, 2017 • Invesco Exchange Fund

This Amendment dated as of April 11, 2017, amends the Sub-Advisory Contract (the “Contract”) between Invesco Advisers, Inc. (the “Adviser”) and Invesco PowerShares Capital Management LLC (the “Sub-Adviser”).

AMENDMENT NO. 16 TO SUB-ADVISORY CONTRACT
Sub-Advisory Contract • April 30th, 2018 • Invesco Exchange Fund

This Amendment dated as of December 15, 2017, amends the Sub-Advisory Contract (the “Contract”) between Invesco Advisers, Inc. (the “Advisor”) and Invesco PowerShares Capital Management LLC (the “Sub-Advisor”).

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TERMINATION AGREEMENT
Termination Agreement • April 29th, 2016 • Invesco Exchange Fund

This Agreement is made as of January 16, 2015, by and among Invesco Advisers, Inc. (the “Adviser”) and Invesco Australia Limited (the “Subadviser”).

AMENDED AND RESTATED TRANSFER AGENCY AND SERVICE AGREEMENT between INVESCO EXCHANGE FUND and INVESCO INVESTMENT SERVICES, INC.
Transfer Agency and Service Agreement • October 15th, 2020 • Invesco Exchange Fund • Texas

This AMENDED AND RESTATED TRANSFER AGENCY AND SERVCE AGREEMENT made as of the 1st day of July, 2020, by and between INVESCO EXCHANGE FUND, a Delaware Statutory Trust, having its principal office and place of business at 11 Greenway Plaza, Suite 1000, Houston, Texas 77046 (the “Fund”), and Invesco Investment Services, Inc., a Delaware corporation, having its principal office and place of business at 11 Greenway Plaza, Suite 100, Houston, Texas 77046 (the “Transfer Agent”).

FOURTH AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF INVESCO EXCHANGE FUND
Agreement and Declaration of Trust • April 28th, 2023 • Invesco Exchange Fund

WHEREAS the Trust was formed on May 6, 2015 by the filing of a Certificate of Trust with the office of the Secretary of State of the State of Delaware pursuant to a Declaration of Trust, dated as of May 6, 2015 (the “Original Declaration”);

AMENDMENT NUMBER ONE TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 29th, 2005 • Van Kampen Exchange Fund
MASTER INTERGROUP SUB-ADVISORY CONTRACT
Master Intergroup Sub-Advisory Contract • April 29th, 2011 • Invesco Van Kampen Exchange Fund • Texas

This contract is made as of June 1, 2010 by and among Invesco Advisers, Inc. (the “Adviser”) 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”).

AMENDED AND RESTATED MASTER INVESTMENT ADVISORY AGREEMENT
Master Investment Advisory Agreement • October 15th, 2020 • Invesco Exchange Fund • Texas

THIS AGREEMENT is made this 1st day of July, 2020, by and between Invesco Exchange Fund, a Delaware Statutory Trust (the “Fund”), and Invesco Advisers, Inc., a Delaware corporation (the “Adviser”).

AMENDMENT NO. 2 TO MASTER ADMINISTRATIVE SERVICES AGREEMENT
Master Administrative Services Agreement • April 28th, 2014 • Invesco Exchange Fund

This Amendment dated as of August 2, 2013, amends the Master Administrative Services Agreement (the “Agreement”) dated June 1, 2010, by and between Invesco Advisers, Inc., a Delaware corporation (the “Administrator”) and Invesco Van Kampen Exchange Fund, a California Limited Partnership (the “Fund”).

MASTER ADMINISTRATIVE SERVICES AGREEMENT
Master Administrative Services Agreement • September 30th, 2015 • Invesco Exchange Fund • Texas

This MASTER ADMINISTRATIVE SERVICES AGREEMENT (the “Agreement”) is made this 30th day of September, 2015 by and between INVESCO ADVISERS, INC., a Delaware corporation (the “Administrator”) and INVESCO EXCHANGE FUND, a Delaware Statutory Trust (the “Fund”).

AMENDED AND RESTATED MASTER INTERGROUP SUB-ADVISORY CONTRACT
Master Intergroup Sub-Advisory Contract • October 15th, 2020 • Invesco Exchange Fund • Texas

This contract is made as of July 1, 2020 by and among Invesco Advisers, Inc. (the “Adviser”) and each of Invesco Canada Ltd., Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Ltd., Invesco Hong Kong Limited, and Invesco Senior Secured Management, Inc. (each a “Sub-Adviser” and, collectively, the “Sub-Advisers”).

AMENDMENT NUMBER 1 TO THE TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • April 29th, 2013 • Invesco Van Kampen Exchange Fund

This Amendment, dated as of July 1, 2011, is made to the Transfer Agency and Service Agreement dated June 1, 2010, (the “Agreement”) between Invesco Van Kampen Exchange Fund (the “Fund”) and Invesco Investment Services, Inc. (the “Transfer Agent”) pursuant to Article 10 of the Agreement.

AMENDMENT NO. 1 TO MASTER INTERGROUP SUB-ADVISORY CONTRACT
Master Intergroup Sub-Advisory Contract • April 28th, 2014 • Invesco Exchange Fund

This Amendment dated as of August 2, 2013, amends the Master Intergroup Sub-Advisory Contract (the “Contract”), dated June 1, 2010 by and among Invesco Advisers, Inc. (the “Adviser”), on behalf of Invesco Van Kampen Exchange Fund (the “Fund”), and each of Invesco Canada 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”).

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