0001104659-24-130085 Sample Contracts

AMENDMENT NO. 23 TO THE AMENDED AND RESTATED MASTER DISTRIBUTION AGREEMENT
Master Distribution Agreement • December 19th, 2024 • Aim Counselor Series Trust (Invesco Counselor Series Trust)

This Amendment, dated as of September 10, 2024, amends the Amended and Restated Master Distribution Agreement (the “Agreement”), dated July 1, 2020, by and between each Delaware statutory trust set forth on Schedule A to the Agreement (each, a “Trust”), on behalf of itself and its series portfolios, severally, and Invesco Distributors, Inc., a Delaware corporation (the “Distributor”).

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AMENDMENT NO. 20 TO THE AMENDED AND RESTATED SUB-ADVISORY CONTRACT
Sub-Advisory Contract • December 19th, 2024 • Aim Counselor Series Trust (Invesco Counselor Series Trust)

This Amendment, dated as of September 10, 2024, amends the Amended and Restated Sub-Advisory Contract (the “Contract”), dated July 1, 2020, between Invesco Advisers, Inc. (the “Adviser”) and Invesco Asset Management (India) Private Limited (the “Sub-Adviser”).

AMENDMENT NO. 8 TO AMENDED AND RESTATED MASTER INVESTMENT ADVISORY AGREEMENT
Master Investment Advisory Agreement • December 19th, 2024 • Aim Counselor Series Trust (Invesco Counselor Series Trust)

This Amendment dated as of July 1, 2024, amends the Amended and Restated Master Investment Advisory Agreement (the "Agreement"), dated July 1, 2020, between AIM Counselor Series Trust (Invesco Counselor Series Trust), a Delaware statutory trust, and Invesco Advisers, Inc., a Delaware corporation.

MEMORANDUM OF AGREEMENT (Advisory Fee Waivers)
Memorandum of Agreement • December 19th, 2024 • Aim Counselor Series Trust (Invesco Counselor Series Trust)

This Memorandum of Agreement is entered into as of the effective date on the attached Exhibit A (the “Exhibit”), 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 Opportunity Fund, Invesco Exchange Fund, Invesco High Income Trust II, Invesco Management Trust, Invesco Municipal Income Opportunities Trust, Invesco

MEMORANDUM OF AGREEMENT (Expense Limitations)
Memorandum of Agreement • December 19th, 2024 • Aim Counselor Series Trust (Invesco Counselor Series Trust)

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 Exchange Fund, Invesco Management Trust 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 beh

AMENDMENT NO. 7 TO AMENDED AND RESTATED MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS
Master Intergroup Sub-Advisory Contract • December 19th, 2024 • Aim Counselor Series Trust (Invesco Counselor Series Trust)

This Amendment, effective as of December 1, 2023, amends the Amended and Restated Master Intergroup Sub-Advisory Contract (the "Contract"), dated July 1, 2020, among Invesco Advisers, Inc. (the "Adviser") on behalf of AIM Counselor Series Trust (Invesco Counselor Series Trust), 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"), as follows:

AMENDMENT NO. 8 TO THIRD AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES AGREEMENT
Master Administrative Services Agreement • December 19th, 2024 • Aim Counselor Series Trust (Invesco Counselor Series Trust)

This Amendment dated as of September 10, 2024, amends the Third Amended and Restated Master Administrative Services Agreement (the "Agreement"), dated July 1, 2020, by and between Invesco Advisers, Inc., a Delaware corporation and AIM Counselor Series Trust (Invesco Counselor Series Trust), a Delaware statutory trust, as follows:

AMENDMENT NO. 8 TO AMENDED AND RESTATED SUB-ADVISORY CONTRACT
Sub-Advisory Contract • December 19th, 2024 • Aim Counselor Series Trust (Invesco Counselor Series Trust)

This Amendment dated as of September 10, 2024, amends the Amended and Restated Sub-Advisory Contract (“Contract”) between Invesco Advisers, Inc. (the “Adviser”) and OppenheimerFunds, Inc. (the “Sub-Adviser”).

AMENDMENT NO. 7 TO THIRD AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES AGREEMENT
Master Administrative Services Agreement • December 19th, 2024 • Aim Counselor Series Trust (Invesco Counselor Series Trust)

This Amendment dated as of December 1, 2023, amends the Third Amended and Restated Master Administrative Services Agreement (the "Agreement"), dated July 1, 2020, by and between Invesco Advisers, Inc., a Delaware corporation and AIM Counselor Series Trust (Invesco Counselor Series Trust), a Delaware statutory trust (the “Trust”), as follows:

AMENDMENT NO. 8 TO AMENDED AND RESTATED MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS
Master Intergroup Sub-Advisory Contract • December 19th, 2024 • Aim Counselor Series Trust (Invesco Counselor Series Trust)

This Amendment, effective as of September 10, 2024, amends the Amended and Restated Master Intergroup Sub-Advisory Contract (the "Contract"), dated July 1, 2020, 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"), as follows:

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