0001193125-15-333874 Sample Contracts

TRANSFER AGENCY AND SERVICE AGREEMENT between INVESCO EXCHANGE FUND and INVESCO INVESTMENT SERVICES, INC.
Transfer Agency and Service Agreement • September 30th, 2015 • Invesco Exchange Fund • Texas

AGREEMENT made as of the 30th day of September, 2015, by and between INVESCO EXCHANGE FUND, a Delaware Statutory 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 100, Houston, Texas 77046 (the “Transfer Agent”).

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AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF INVESCO EXCHANGE FUND
Agreement and Declaration of Trust • September 30th, 2015 • Invesco Exchange Fund

WHEREAS the Trust was formed by its sole Trustee by the filing of a Certificate of Trust with the office of the Secretary of State of the State of Delaware pursuant to a Declaration of Trust, dated as of May 6, 2015 (the “Original Declaration”);

MASTER ADMINISTRATIVE SERVICES AGREEMENT
Master Administrative Services Agreement • September 30th, 2015 • Invesco Exchange Fund • Texas

This MASTER ADMINISTRATIVE SERVICES AGREEMENT (the “Agreement”) is made this 30th day of September, 2015 by and between INVESCO ADVISERS, INC., a Delaware corporation (the “Administrator”) and INVESCO EXCHANGE FUND, a Delaware Statutory Trust (the “Fund”).

TERMINATION AGREEMENT
Termination Agreement • September 30th, 2015 • Invesco Exchange Fund

This Agreement is made as of January 16, 2015, by and among Invesco Advisers, Inc. (the “Adviser”) and Invesco Australia Limited (the “Subadviser”).

MASTER INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • September 30th, 2015 • Invesco Exchange Fund • Texas

THIS AGREEMENT is made this 30th day of September, 2015, by and between Invesco Exchange Fund, a Delaware Statutory Trust (the “Fund”), and Invesco Advisers, Inc., a Delaware corporation (the “Adviser”).

MASTER INTERGROUP SUB-ADVISORY CONTRACT
Sub-Advisory Contract • September 30th, 2015 • Invesco Exchange Fund • Texas

This contract is made as of September 30, 2015 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 Hong Kong Limited, and Invesco Senior Secured Management, Inc. (each a “Sub-Adviser” and, collectively, the “Sub-Advisers”).

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