0000950123-12-011981 Sample Contracts

AMENDMENT NO. 32 TO THE FIRST RESTATED MASTER DISTRIBUTION AGREEMENT (ALL CLASSES OF SHARES EXCEPT CLASS B AND CLASS B5 SHARES)
Master Distribution Agreement • September 21st, 2012 • Aim Counselor Series Trust (Invesco Counselor Series Trust)

This Amendment dated as of July 30, 2012, 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”).

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AMENDMENT NO. 8 TO SECOND AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES AGREEMENT
Master Administrative Services Agreement • September 21st, 2012 • Aim Counselor Series Trust (Invesco Counselor Series Trust)

This Amendment dated as of December 1, 2011, amends the 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 Counselor Series Trust (Invesco Counselor Series Trust), a Delaware statutory trust, is hereby amended as follows:

AMENDMENT NO. 22 TO SECOND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF AIM COUNSELOR SERIES TRUST (INVESCO COUNSELOR SERIES TRUST)
Agreement and Declaration • September 21st, 2012 • Aim Counselor Series Trust (Invesco Counselor Series Trust)

This Amendment No. 22 (the “Amendment”) to the Second Amended and Restated Agreement and Declaration of Trust of AIM Counselor Series Trust (Invesco Counselor Series Trust) (the “Trust”) amends, effective September 24, 2012, the Second Amended and Restated Agreement and Declaration of Trust of the Trust dated as of September 14, 2005, as amended (the “Agreement”).

AMENDMENT NO. 9 TO SECOND AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES AGREEMENT
Master Administrative Services Agreement • September 21st, 2012 • Aim Counselor Series Trust (Invesco Counselor Series Trust)

This Amendment dated as of July 1, 2012, amends the 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 Counselor Series Trust (Invesco Counselor Series Trust), a Delaware statutory trust, is hereby amended as follows:

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