0000950123-11-017979 Sample Contracts

MEMORANDUM OF AGREEMENT (Expense Limitations)
Memorandum of Agreement • February 24th, 2011 • Aim International Mutual Funds (Invesco International Mutual Funds)

This Memorandum of Agreement is entered into as of the Effective Date on the attached exhibits (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 Variable Insurance Funds (Invesco Variable Insurance Funds), Invesco California Insured Municipal Income Trust, Invesco California Quality Municipal Securities, Invesco High Yield Investments Funds, Inc., Invesco Insured California Municipal Securities, Invesco Insured Municipal Bond Trust, Invesco Insured Municipal Income Trust, Invesco Insured Municipal Securities, Invesco Insured Municipal Trust, Invesco M

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AMENDMENT NO. 25 TO THE FIRST RESTATED MASTER DISTRIBUTION AGREEMENT (ALL CLASSES OF SHARES EXCEPT CLASS B AND CLASS B5 SHARES)
Master Distribution Agreement • February 24th, 2011 • Aim International Mutual Funds (Invesco International Mutual Funds)

The First Restated Master Distribution Agreement (all Classes of shares except Class B and Class B5 Shares) (the “Agreement”) made as of the 18th day of August, 2003, as subsequently amended, and as restated the 20th day of September, 2006, by and between each registered investment company set forth on Schedule A to the Agreement (each individually referred to as “Fund”, or collectively, “Funds”), severally, on behalf of each of its series of beneficial interest set forth on Schedule A to the Agreement, (each, a “Portfolio”), with respect to each class of shares except Class B and Class B5 Shares (the “Shares”) of each Portfolio, and INVESCO DISTRIBUTORS, INC., a Delaware corporation (the “Distributor”), is hereby amended to add Institutional Class Shares to Invesco Van Kampen American Franchise Fund.

AMENDMENT NO. 1 TO SECOND RESTATED MASTER DISTRIBUTION AGREEMENT (CLASS B AND CLASS B5 SHARES)
Master Distribution Agreement • February 24th, 2011 • Aim International Mutual Funds (Invesco International Mutual Funds)

The Second Restated Master Distribution Agreement (Class B Shares and Class B5 Shares with respect to AIM Money Market Fund) (the “Agreement”) made as of the 18th day of August, 2003, as subsequently amended, and as restated the 20th day of September, 2006 and the 1st day of June, 2010, by and between each registered investment company set forth on Schedule A to the Agreement (each individually referred to as the “Fund”, or collectively, the “Funds”), severally, on behalf of each of its series of common stock or beneficial interest, as the case may be, set forth on Schedule A to the Agreement (each, a “Portfolio”), with respect to the applicable Class B Shares and Class B5 Shares (the “Shares”) of each Portfolio, and INVESCO DISTRIBUTORS, INC., a Delaware corporation (the “Distributor”), is hereby amended as follows:

SIXTH AMENDED AND RESTATED MEMORANDUM OF AGREEMENT (Securities Lending Administrative Fee Waiver)
Memorandum of Agreement • February 24th, 2011 • Aim International Mutual Funds (Invesco International Mutual Funds)

This Sixth Amended and Restated Memorandum of Agreement is entered into as of the dates indicated on Exhibit “A” 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) and Short-Term Investments Trust (each a “Fund” and collectively, the “Funds”), on behalf of the portfolios listed on Exhibit “A” to this Memorandum of Agreement (the “Portfolios”), and Invesco Advisers, Inc. (“Invesco”).

FOURTH AMENDED AND RESTATED TRANSFER AGENCY AND SERVICE AGREEMENT between AIM INTERNATIONAL MUTUAL FUNDS (INVESCO INTERNATIONAL MUTUAL FUNDS) and INVESCO INVESTMENT SERVICES, INC.
Transfer Agency and Service Agreement • February 24th, 2011 • Aim International Mutual Funds (Invesco International Mutual Funds) • Texas

AGREEMENT made as of the 1st day of July, 2006 and amended and restated as of July 1, 2010, by and between AIM International Mutual Funds (Invesco International Mutual Funds), a Delaware statutory trust, having its principal office and place of business at 11 Greenway Plaza, Suite 2500, 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 2500, Houston, Texas 77046 (the “Transfer Agent”).

AMENDMENT NO. 22 TO THE FIRST RESTATED MASTER DISTRIBUTION AGREEMENT (ALL CLASSES OF SHARES EXCEPT CLASS B AND CLASS B5 SHARES)
Master Distribution Agreement • February 24th, 2011 • Aim International Mutual Funds (Invesco International Mutual Funds)

The First Restated Master Distribution Agreement (all Classes of shares except Class B and Class B5 Shares) (the “Agreement”) made as of the 18th day of August, 2003, as subsequently amended, and as restated the 20th day of September, 2006, by and between each registered investment company set forth on Schedule A to the Agreement (each individually referred to as “Fund”, or collectively, “Funds”), severally, on behalf of each of its series of beneficial interest set forth on Schedule A to the Agreement, (each, a “Portfolio”), with respect to each class of shares except Class B and Class B5 Shares (the “Shares”) of each Portfolio, and INVESCO DISTRIBUTORS, INC., a Delaware corporation (the “Distributor”), is hereby amended to reflect the addition of the following new Portfolio — Invesco Emerging Market Local Currency Debt Fund.

AMENDED AND RESTATED MASTER CUSTODIAN CONTRACT
Master Custodian Contract • February 24th, 2011 • Aim International Mutual Funds (Invesco International Mutual Funds) • 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. 23 TO THE FIRST RESTATED MASTER DISTRIBUTION AGREEMENT (ALL CLASSES OF SHARES EXCEPT CLASS B AND CLASS B5 SHARES)
Master Distribution Agreement • February 24th, 2011 • Aim International Mutual Funds (Invesco International Mutual Funds)

The First Restated Master Distribution Agreement (all Classes of shares except Class B and Class B5 Shares) (the “Agreement”) made as of the 18th day of August, 2003, as subsequently amended, and as restated the 20th day of September, 2006, by and between each registered investment company set forth on Schedule A to the Agreement (each individually referred to as “Fund”, or collectively, “Funds”), severally, on behalf of each of its series of beneficial interest set forth on Schedule A to the Agreement, (each, a “Portfolio”), with respect to each class of shares except Class B and Class B5 Shares (the “Shares”) of each Portfolio, and INVESCO DISTRIBUTORS, INC., a Delaware corporation (the “Distributor”), is hereby amended to reflect the removal of the following Portfolios — Invesco Alternative Opportunities Fund, Invesco FX Alpha Plus Strategy Fund, Invesco FX Alpha Strategy Fund, Invesco International Growth Equity Fund, Invesco Structured Growth Fund, Invesco Structured Value Fund, I

SECOND RESTATED MASTER DISTRIBUTION AGREEMENT (CLASS B SHARES AND CLASS B5 SHARES)
Master Distribution Agreement • February 24th, 2011 • Aim International Mutual Funds (Invesco International Mutual Funds)

THIS AGREEMENT made as of this 18th day of August, 2003, as subsequently amended, and as restated the 20th day of September, 2006, and the 4th day of May, 2010, by and between each registered investment company described on Schedule A to this agreement (each individually referred to as the “Fund”, or collectively, the “Funds”), severally, on behalf of each of its series of beneficial interest, as the case may be, set forth on Schedule A to this agreement (each, a “Portfolio”), with respect to the applicable Class B shares and Class B5 shares (the “Shares”) of each Portfolio, and Invesco DISTRIBUTORS, INC., a Delaware corporation (the “Distributor”).

MEMORANDUM OF AGREEMENT (Advisory Fee Waivers)
Memorandum of Agreement • February 24th, 2011 • Aim International Mutual Funds (Invesco International Mutual Funds)

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) 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 agree

AMENDMENT NO. 13 TO FIRST RESTATED MASTER DISTRIBUTION AGREEMENT (CLASS B AND CLASS B5 SHARES)
Master Distribution Agreement • February 24th, 2011 • Aim International Mutual Funds (Invesco International Mutual Funds)

The First Restated Master Distribution Agreement (Class B Shares and Class B5 Shares with respect to AIM Money Market Fund) (the “Agreement”) made as of the 18th day of August, 2003, as subsequently amended, and as restated the 20th day of September, 2006, by and between each registered investment company set forth on Schedule A to the Agreement (each individually referred to as the “Fund”, or collectively, the “Funds”), severally, on behalf of each of its series of common stock or beneficial interest, as the case may be, set forth on Schedule A to the Agreement (each, a “Portfolio”), with respect to the Class B Shares of each Portfolio and Class B5 Shares of AIM Money Market Fund (the “Shares”), and INVESCO AIM DISTRIBUTORS, INC., a Delaware corporation (the “Distributor”), is hereby amended as follows:

AMENDMENT TO MASTER ADMINISTRATIVE SERVICES AGREEMENT
Master Administrative Services Agreement • February 24th, 2011 • Aim International Mutual Funds (Invesco International Mutual Funds)

The Master Administrative Services Agreements (the “Agreements”) by and between Invesco Aim Advisors, Inc., formerly A I M Advisors, Inc., a Delaware corporation, and each registered investment company set forth on Exhibit A to this Amendment (each individually referred to as “Fund”, or collectively, “Funds”), severally, on behalf of each of their series of beneficial interest (each, a “Portfolio”), is hereby amended as follows:

AMENDMENT NO. 5 TO MASTER INVESTMENT ADVISORY AGREEMENT
Master Investment Advisory Agreement • February 24th, 2011 • Aim International Mutual Funds (Invesco International Mutual Funds)

This Amendment dated as of April 30, 2010, amends the Master Investment Advisory Agreement (the “Agreement”), dated November 25, 2003, between AIM International Mutual Funds, a Delaware statutory trust, and Invesco Advisers, Inc., a Delaware corporation.

AMENDMENT NO. 7 TO AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF AIM INTERNATIONAL MUTUAL FUNDS (INVESCO INTERNATIONAL MUTUAL FUNDS)
Amendment No. 7 to Amended and Restated Agreement and Declaration of Trust • February 24th, 2011 • Aim International Mutual Funds (Invesco International Mutual Funds)

This Amendment No. 7 (the “Amendment”) to the Amended and Restated Agreement and Declaration of Trust of AIM International Mutual Funds (Invesco International Mutual Funds) (the “Trust”) amends, effective June 15, 2010, the Amended and Restated Agreement and Declaration of Trust of the Trust dated as of September 14, 2005, as amended (the “Agreement”).

AMENDMENT NO. 2 TO MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS
Master Intergroup Sub-Advisory Contract for Mutual Funds • February 24th, 2011 • Aim International Mutual Funds (Invesco International Mutual Funds)

This Amendment dated as of April 30, 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 International Mutual Funds, 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”).

AMENDMENT NO. 3 TO AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES AGREEMENT
Master Administrative Services Agreement • February 24th, 2011 • Aim International Mutual Funds (Invesco International Mutual Funds)

The Amended and Restated Master Administrative Services Agreement (the “Agreement”), dated July 1, 2006, by and between Invesco Advisers, Inc., a Delaware corporation, and AIM International Mutual Funds, a Delaware statutory trust is hereby amended as follows:

AMENDMENT NO. 6 TO AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF AIM INTERNATIONAL MUTUAL FUNDS
Amendment to Agreement and Declaration of Trust • February 24th, 2011 • Aim International Mutual Funds (Invesco International Mutual Funds)

This Amendment No. 6 (the “Amendment”) to the Amended and Restated Agreement and Declaration of Trust of AIM International Mutual Funds (the “Trust”) amends, effective April 30, 2010, the Amended and Restated Agreement and Declaration of Trust of the Trust dated as of September 14, 2005, as amended (the “Agreement”).

AMENDMENT NO. 1 TO AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES AGREEMENT
Master Administrative Services Agreement • February 24th, 2011 • Aim International Mutual Funds (Invesco International Mutual Funds)

The Master Administrative Services Agreement (the “Agreement”), dated July 1, 2006, by and between Invesco Aim Advisors, Inc., formerly A I M Advisors, Inc., a Delaware corporation, and AIM International Mutual Funds, a Delaware statutory trust is hereby amended as follows:

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