0000950123-12-003135 Sample Contracts

MEMORANDUM OF AGREEMENT (Expense Limitations)
Memorandum of Agreement • February 24th, 2012 • 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. 30 TO THE FIRST RESTATED MASTER DISTRIBUTION AGREEMENT (ALL CLASSES OF SHARES EXCEPT CLASS B AND CLASS B5 SHARES)
Master Distribution Agreement • February 24th, 2012 • Aim International Mutual Funds (Invesco International Mutual Funds)

This Amendment dated as of December 19, 2011, amends 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”), to (i) change the name of Invesco Moderately Conservative Allocation Fund to Invesco Conservative Allocation Fund (ii) remove Invesco Global Advantage Fund and Invesco Value Fund;

AMENDMENT NUMBER 1 TO THE FOURTH AMENDED AND RESTATED TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • February 24th, 2012 • Aim International Mutual Funds (Invesco International Mutual Funds)

This Amendment, dated as of March 16, 2011, is made to the Fourth Amended and Restated Transfer Agency and Service Agreement dated July 1, 2010, (the “Agreement”) between AIM International Mutual Funds (Invesco International Mutual Funds) (the “Fund”) and Invesco Investment Services, Inc. (the “Transfer Agent”) pursuant to Article 11 of the Agreement.

AMENDMENT NO. 5 TO SECOND RESTATED MASTER DISTRIBUTION AGREEMENT (CLASS B AND CLASS B5 SHARES)
Master Distribution Agreement • February 24th, 2012 • Aim International Mutual Funds (Invesco International Mutual Funds)

This Amendment dated as of December 19, 2011, amends the Second Restated Master Distribution Agreement (Class B Shares and Class B5 Shares with respect to Invesco 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 4th day of May, 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:

AMENDMENT NO. 8 TO THE AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF AIM INTERNATIONAL MUTUAL FUNDS (INVESCO INTERNATIONAL MUTUAL FUNDS)
Amendment No. 8 to the Amended and Restated Agreement and Declaration of Trust • February 24th, 2012 • Aim International Mutual Funds (Invesco International Mutual Funds)

This Amendment No. 8 (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 as of April 1, 2011, the Amended and Restated Agreement and Declaration of Trust of the Trust dated as of September 14, 2005, as amended (the “Agreement”).

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