0000950123-12-010605 Sample Contracts

MEMORANDUM OF AGREEMENT (Advisory Fee Waivers)
Memorandum of Agreement • July 27th, 2012 • Aim Sector Funds (Invesco Sector 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), 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 Inco

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MEMORANDUM OF AGREEMENT (Expense Limitations)
Memorandum of Agreement • July 27th, 2012 • Aim Sector Funds (Invesco Sector 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) 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 or reimburse expenses of each Fund, on behalf of its respective classes as applicable, seve

MEMORANDUM OF AGREEMENT (12b-1 Fee Waivers/Limits)
Memorandum of Agreement • July 27th, 2012 • Aim Sector Funds (Invesco Sector Funds)

This Memorandum of Agreement is entered into as of the effective date listed on Exhibit “A” of this agreement, between AIM Counselor Series Trust (Invesco Counselor Series Trust), AIM Funds Group (Invesco Funds Group), AIM Investment Securities Funds (Invesco Investment Securities Funds), AIM Sector Funds (Invesco Sector Funds) and Short-Term Investments Trust (each a “Trust” and, collectively, the “Trusts”), on behalf of the funds or portfolios, as applicable, listed on Exhibit “A” to this Memorandum of Agreement (the “Funds”), and Invesco Distributors, Inc. (“Distributor”). Distributor shall and hereby agrees to waive or limit fees of each Fund, on behalf of its respective classes as applicable, severally and not jointly, as indicated in the attached Exhibit “A”.

MASTER RELATED AGREEMENT TO APPLICABLE MASTER DISTRIBUTION PLANS (CLASS R SHARES AND CLASS R5 SHARES)
Master Related Agreement • July 27th, 2012 • Aim Sector Funds (Invesco Sector Funds) • Texas

This Master Related Agreement (the “Agreement”) is entered into in accordance with Rule 12b-1 under the Investment Company Act of 1940, as amended (the “1940 Act”) by each registered investment company, listed in Schedule A to this Agreement (each individually referred to as a “Fund”, or collectively, “Funds”), severally, on behalf of each of the series of common stock or beneficial interest, as the case may be, set forth in Schedule A to this Agreement (each, a “Portfolio”), with respect to the Class R Shares and Class R5 shares of each such Portfolio listed on Schedule A. This Agreement, being made between Invesco Distributors, Inc., formerly Invesco Aim Distributors, Inc., (“Distributors”) and each Fund, on behalf of each applicable Portfolio, defines the services to be provided by Distributors, or its designees, for which it is to receive payments pursuant to the applicable Master Distribution Plans (Class R Shares and Class R5 Shares) (the “Plans”) adopted by each of the Funds. Th

MASTER RELATED AGREEMENT TO FIRST RESTATED MASTER DISTRIBUTION PLAN (COMPENSATION) (INVESTOR CLASS SHARES)
Master Related Agreement • July 27th, 2012 • Aim Sector Funds (Invesco Sector Funds) • Texas

This Master Related Agreement (the “Agreement”) is entered into in accordance with Rule 12b-1 under the Investment Company Act of 1940, as amended (the “1940 Act”) by each registered investment company, listed in Schedule A to this Agreement (each individually referred to as a “Fund”, or collectively, “Funds”), severally, on behalf of each of the series of common stock or beneficial interest, as the case may be, set forth in Schedule A to this Agreement (each, a “Portfolio), with respect to the Investor Class Shares of each such Portfolio listed on Schedule A. This Agreement, being made between Invesco Distributors, Inc., formerly Invesco Aim Distributors, Inc., (“Distributors”) and each Fund, on behalf of each applicable Portfolio, defines the services to be provided by Distributors, or its designees, for which it is to receive payments pursuant to the First Restated Master Distribution Plan (Investor Class Shares) (the “Plan”) adopted by each of the Funds. The Plan has been approved

MASTER RELATED AGREEMENT TO APPLICABLE DISTRIBUTION PLANS (CLASS C SHARES AND CLASS C5 SHARES)
Master Related Agreement • July 27th, 2012 • Aim Sector Funds (Invesco Sector Funds) • Texas

This Master Related Agreement (the “Agreement”) is entered into in accordance with Rule 12b-1 under the Investment Company Act of 1940, as amended (the “1940 Act”) by each registered investment company, listed in Schedule A to this Agreement (each individually referred to as a “Fund”, or collectively, “Funds”), severally, on behalf of each of the series of common stock or beneficial interest, as the case may be, set forth in Schedule A to this Agreement (each, a “Portfolio”), with respect to the Class C Shares of each such Portfolio listed on Schedule A. This Agreement, being made between Invesco Distributors, Inc., formerly Invesco Aim Distributors, Inc.,(“Distributors”) and each Fund, on behalf of each applicable Portfolio, defines the services to be provided by Distributors, or its designees, for which it is to receive payments pursuant to the applicable Distribution Plans (Class C Shares and Class C5 Shares) (the “Plans”) adopted by each of the Funds. The Plans have been approved b

MASTER RELATED AGREEMENT TO APPLICABLE DISTRIBUTION PLANS (CLASS A SHARES AND CLASS A5 SHARES)
Master Related Agreement • July 27th, 2012 • Aim Sector Funds (Invesco Sector Funds) • Texas

This Master Related Agreement (the “Agreement”) is entered into in accordance with Rule 12b-1 under the Investment Company Act of 1940, as amended (the “1940 Act”) by each registered investment company, listed in Schedule A to this Agreement (each individually referred to as a “Fund”, or collectively, “Funds”), severally, on behalf of each of the series of common stock or beneficial interest, as the case may be, set forth in Schedule A to this Agreement (each, a “Portfolio”), with respect to the Class A Shares and Class A5 Shares of each such Portfolio listed on Schedule A. This Agreement, being made between Invesco Distributors, Inc., formerly Invesco Aim Distributors, Inc. (“Distributors”) and each Fund, on behalf of each applicable Portfolio, defines the services to be provided by Distributors, or its designees, for which it is to receive payments pursuant to the applicable Distribution Plans (Class A Shares and Class A5 Shares) (the “Plans”) adopted by each of the Funds. The Plans

AMENDMENT NO. 7 TO MASTER INVESTMENT ADVISORY AGREEMENT
Master Investment Advisory Agreement • July 27th, 2012 • Aim Sector Funds (Invesco Sector Funds)

This Amendment dated as of December 19, 2011, amends the Master Investment Advisory Agreement (the “Agreement”), dated November 25, 2003, between AIM Sector Funds (Invesco Sector Funds), a Delaware statutory trust, and Invesco Advisers, Inc., a Delaware corporation.

MASTER RELATED AGREEMENT TO FIRST RESTATED MASTER DISTRIBUTION PLAN (REIMBURSEMENT) (INVESTOR CLASS SHARES)
Master Related Agreement • July 27th, 2012 • Aim Sector Funds (Invesco Sector Funds) • Texas

This Master Related Agreement (the “Agreement”) is entered into in accordance with Rule 12b-1 under the Investment Company Act of 1940, as amended (the “1940 Act”) by each registered investment company, listed in Schedule A to this Agreement (each individually referred to as a “Fund”, or collectively, “Funds”), severally, on behalf of each of the series of common stock or beneficial interest, as the case may be, set forth in Schedule A to this Agreement (each, a “Portfolio”), with respect to the Investor Class Shares of each such Portfolio listed on Schedule A. This Agreement, being made between Invesco Distributors, Inc., formerly Invesco Aim Distributors, Inc., (“Distributors”) and each Fund, on behalf of each applicable Portfolio, defines the services to be provided by Distributors, or its designees, for which it is to receive its allocated share of expenses incurred pursuant to the First Restated Master Distribution Plan (Investor Class Shares) (the “Plan”) adopted by each of the F

AMENDMENT NO. 11 TO AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF AIM SECTOR FUNDS (INVESCO SECTOR FUNDS)
Agreement and Declaration • July 27th, 2012 • Aim Sector Funds (Invesco Sector Funds)

This Amendment No. 11 (the “Amendment”) to the Amended and Restated Agreement and Declaration of Trust of AIM Sector Funds (Invesco Sector Funds) (the “Trust”) amends, effective December 19, 2011, the Amended and Restated Agreement and Declaration of Trust of the Trust dated as of September 14, 2005, as amended (the “Agreement”).

AMENDMENT NO. 4 TO MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS
Aim Sector Funds (Invesco Sector Funds) • July 27th, 2012

This Amendment dated as of December 19, 2011, 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 Sector Funds (Invesco Sector Funds), and each of Invesco Canada Ltd. (previously known as 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. 4 TO SECOND AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES AGREEMENT
Master Administrative Services Agreement • July 27th, 2012 • Aim Sector Funds (Invesco Sector Funds)

This Amendment dated as of December 19, 2011, amends the he Second Amended and Restated Master Administrative Services Agreement (the “Agreement”), dated July 1, 2006, by and between Invesco Advisers, Inc., a Delaware corporation, and AIM Sector Funds (Invesco Sector Funds), a Delaware statutory trust is hereby amended as follows:

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