0001193125-14-244053 Sample Contracts

SUB-ADVISORY CONTRACT
Sub-Advisory Contract • June 20th, 2014 • Invesco Management Trust • Texas

This contract is made as of December 14, 2011, by and among Invesco Advisers, Inc. (the “Advisor”) and Invesco PowerShares Capital Management LLC (the “Sub-Advisor”).

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AMENDMENT NO. 3 TO SUB-ADVISORY CONTRACT
Sub-Advisory Contract • June 20th, 2014 • Invesco Management Trust

This Amendment dated as of February 25, 2013, amends the Sub-Advisory Contract (the “Contract”) between Invesco Advisers, Inc. (the “Advisor”) and Invesco PowerShares Capital Management LLC (the “Sub-Advisor”).

MASTER DISTRIBUTION AGREEMENT
Master Distribution Agreement • June 20th, 2014 • Invesco Management Trust

This Master Distribution Agreement, made as of the [ ] day of [ ], 2014 (the “Agreement”), is 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”).

AMENDMENT NO. 2 TO SUB-ADVISORY CONTRACT
Sub-Advisory Contract • June 20th, 2014 • Invesco Management Trust

This Amendment dated as of September 25, 2012, amends the Sub-Advisory Contract (the “Contract”) between Invesco Advisers, Inc. (the “Advisor”) and Invesco PowerShares Capital Management LLC (the “Sub-Advisor”).

AMENDMENT NO. 6 TO SUB-ADVISORY CONTRACT
Sub-Advisory Contract • June 20th, 2014 • Invesco Management Trust

This Amendment dated as of [ ], 2014, amends the Sub-Advisory Contract (the “Contract”) between Invesco Advisers, Inc. (the “Advisor”) and Invesco PowerShares Capital Management LLC (the “Sub-Advisor”).

AMENDMENT NO. 1 TO SUB-ADVISORY CONTRACT
Sub-Advisory Contract • June 20th, 2014 • Invesco Management Trust

This Amendment dated as of July 30, 2012, amends the Sub-Advisory Contract (the “Contract”) between Invesco Advisers, Inc. (the “Advisor”) and Invesco PowerShares Capital Management LLC (the “Sub-Advisor”).

AMENDMENT NO. 5 TO SUB-ADVISORY CONTRACT
Sub-Advisory Contract • June 20th, 2014 • Invesco Management Trust

This Amendment dated as of April 22, 2014, amends the Sub-Advisory Contract (the “Contract”) between Invesco Advisers, Inc. (the “Advisor”) and Invesco PowerShares Capital Management LLC (the “Sub-Advisor”).

AMENDMENT NO. 4 TO SUB-ADVISORY CONTRACT
Sub-Advisory Contract • June 20th, 2014 • Invesco Management Trust

This Amendment dated as of December 16, 2013, amends the Sub-Advisory Contract (the “Contract”) between Invesco Advisers, Inc. (the “Advisor”) and Invesco PowerShares Capital Management LLC (the “Sub-Advisor”).

TRANSFER AGENCY AND SERVICE AGREEMENT between INVESCO MANAGEMENT TRUST and INVESCO INVESTMENT SERVICES, INC.
Transfer Agency and Service Agreement • June 20th, 2014 • Invesco Management Trust • Texas

AGREEMENT made as of the [ ] day of [ ], 2014, by and between INVESCO MANAGEMENT TRUST, a Delaware business trust, having its principal office and place of business at 11 Greenway Plaza, Suite 1000, 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 1000, Houston, Texas 77046 (the “Transfer Agent”).

INVESCO FUNDS TRUSTEE DEFERRED COMPENSATION AGREEMENT
Trustee Deferred Compensation Agreement • June 20th, 2014 • Invesco Management Trust • Texas

WHEREAS, the Funds and the Trustee desire to enter into an agreement whereby the Funds provide to the Trustee a vehicle under which the Trustee will defer receipt of directors’ fees payable by the Funds.

MEMORANDUM OF AGREEMENT (Advisory Fee Waivers)
Memorandum of Agreement • June 20th, 2014 • Invesco Management Trust

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 Management Trust, Invesco Municipal Income Opportunities Trust, Invesco Quality Municipal Income Trust, Invesco Securities Trust and Invesco Value Municipal Income Trust (each a “Trust” or, collectively, the “Trusts”), on behalf of the

MEMORANDUM OF AGREEMENT (Expense Limitations)
Memorandum of Agreement • June 20th, 2014 • Invesco Management 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 Management Trust, Invesco Municipal Income Opportunities Trust, Invesco Quality Municipal Income Trust, Invesco Securities Trust, Invesco Value Municipal Income 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”), a

MASTER ADMINISTRATIVE SERVICES AGREEMENT
Master Administrative Services Agreement • June 20th, 2014 • Invesco Management Trust • Texas

This MASTER ADMINISTRATIVE SERVICES AGREEMENT (the “Agreement”) is made this [ ] day of [ ], 2014 by and between INVESCO ADVISERS, INC., a Delaware corporation (the “Administrator”) and INVESCO MANAGEMENT TRUST, a Delaware statutory trust (the “Trust”) with respect to the separate series set forth in Appendix A to this Agreement, as the same may be amended from time to time (the “Portfolios”).

INVESCO MANAGEMENT TRUST MASTER INVESTMENT ADVISORY AGREEMENT
Management Trust • June 20th, 2014 • Invesco Management Trust • Texas

THIS AGREEMENT is made [ ] day of [ ], 2014, by and between Invesco Management Trust, a Delaware statutory trust (the “Trust”) with respect to its series of shares shown on Appendix A attached hereto, as the same may be amended from time to time, and Invesco Advisers, Inc., a Delaware corporation (the “Adviser”).

EIGHTH AMENDED AND RESTATED MEMORANDUM OF AGREEMENT (Securities Lending Administrative Fee Waiver)
Memorandum of Agreement • June 20th, 2014 • Invesco Management Trust

This Eighth 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), Invesco Management Trust, Invesco Securities Trust 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”).

MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS
Master Intergroup Sub • June 20th, 2014 • Invesco Management Trust • Texas

This contract is made as of [ ], 2014, by and 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 Australia Limited,, Invesco Hong Kong Limited, and Invesco Senior Secured Management, Inc. (each a “Sub-Adviser” and, collectively, the “Sub-Advisers”).

INITIAL CAPITALIZATION AGREEMENT
Initial Capitalization Agreement • June 20th, 2014 • Invesco Management Trust • Delaware

Invesco Management Trust (the “Trust”), a newly-organized open-end management investment company, proposes to make a continuous public offering of its shares of beneficial interest, par value $0.01 per share, pursuant to a registration statement on Form N-1A as from time to time amended (the “Registration Statement”), filed with the Securities and Exchange Commission. In order to provide the Trust with a net worth sufficient to commence operations and to meet the requirements of Section 14 of the Investment Company Act of 1940, as amended, Invesco Advisers, Inc. (“Invesco”) agrees to purchase shares of the Trust in accordance with the terms and conditions set forth below.

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