0001193125-18-204120 Sample Contracts

MEMORANDUM OF AGREEMENT (Advisory Fee Waivers)
Memorandum of Agreement • June 26th, 2018 • Aim Tax Exempt Funds (Invesco Tax-Exempt 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 Advantage Municipal Income Trust II, Invesco Bond Fund, Invesco California Value Municipal Income Trust, Invesco Dynamic Credit Opportunities Fund, Invesco Exchange Fund, Invesco High Income 2023 Target Term Fund, Invesco High Income 20

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AMENDMENT NUMBER 5 TO THE FOURTH AMENDED AND RESTATED TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • June 26th, 2018 • Aim Tax Exempt Funds (Invesco Tax-Exempt Funds)

This Amendment, dated as of June 9, 2017, is made to the Fourth Amended and Restated Transfer Agency and Service Agreement dated July 1, 2010, (the “Agreement”) between AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds) (the “Fund”) and Invesco Investment Services, Inc. (the “Transfer Agent”) pursuant to Article 11 of the Agreement.

MEMORANDUM OF AGREEMENT (Advisory Fee Waivers)
Memorandum of Agreement • June 26th, 2018 • Aim Tax Exempt Funds (Invesco Tax-Exempt 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 Advantage Municipal Income Trust II, Invesco Bond Fund, Invesco California Value Municipal Income Trust, Invesco Dynamic Credit Opportunities Fund, Invesco Exchange Fund, Invesco High Income 2023 Target Term Fund, Invesco High Income 20

MEMORANDUM OF AGREEMENT (Expense Limitations)
Memorandum of Agreement • June 26th, 2018 • Aim Tax Exempt Funds (Invesco Tax-Exempt 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), Invesco Management Trust, Invesco Securities 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

SUB-ADVISORY CONTRACT
Sub-Advisory Contract • June 26th, 2018 • Aim Tax Exempt Funds (Invesco Tax-Exempt Funds) • Texas

This contract is made as of April 11, 2017, by and among Invesco Advisers, Inc. (the “Adviser”) and Invesco Asset Management (India) Private Limited (the “Sub-Adviser”).

AMENDMENT NO. 1 TO SUB-ADVISORY CONTRACT
Sub-Advisory Contract • June 26th, 2018 • Aim Tax Exempt Funds (Invesco Tax-Exempt Funds)

This Amendment dated as of December 15, 2017, amends the Sub-Advisory Contract (the “Contract”) between Invesco Advisers, Inc. (the “Adviser”) and Invesco Asset Management (India) Private Limited (the “Sub-Adviser”).

AMENDMENT NO. 2 TO SUB-ADVISORY CONTRACT
Sub-Advisory Contract • June 26th, 2018 • Aim Tax Exempt Funds (Invesco Tax-Exempt Funds)

This Amendment dated as of December 18, 2017, amends the Sub-Advisory Contract (the “Contract”) between Invesco Advisers, Inc. (the “Adviser”) and Invesco Asset Management (India) Private Limited (the “Sub-Adviser”).

AMENDMENT NO. 15 TO SUB-ADVISORY CONTRACT
Sub-Advisory Contract • June 26th, 2018 • Aim Tax Exempt Funds (Invesco Tax-Exempt Funds)

This Amendment dated as of April 11, 2017, amends the Sub-Advisory Contract (the “Contract”) between Invesco Advisers, Inc. (the “Advisor”) and Invesco PowerShares Capital Management LLC (the “Sub-Advisor”).

AMENDMENT NO. 18 TO THE MASTER DISTRIBUTION AGREEMENT
Master Distribution Agreement • June 26th, 2018 • Aim Tax Exempt Funds (Invesco Tax-Exempt Funds)

This Amendment, dated as of April 30, 2018, amends the Master Distribution Agreement, made as of the 1st day of July, 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. 18 TO SUB-ADVISORY CONTRACT
Sub-Advisory Contract • June 26th, 2018 • Aim Tax Exempt Funds (Invesco Tax-Exempt Funds)

This Amendment dated as of April 30, 2018, amends the Sub-Advisory Contract (the “Contract”) between Invesco Advisers, Inc. (the “Advisor”) and Invesco PowerShares Capital Management LLC (the “Sub-Advisor”).

MEMORANDUM OF AGREEMENT (Expense Limitations)
Memorandum of Agreement • June 26th, 2018 • Aim Tax Exempt Funds (Invesco Tax-Exempt 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), Invesco Management Trust, Invesco Securities 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

AMENDMENT NO. 1 TO THE FOURTH AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF AIM TAX-EXEMPT FUNDS (INVESCO TAX-EXEMPT FUNDS)
Fourth Amended and Restated Agreement and Declaration of Trust • June 26th, 2018 • Aim Tax Exempt Funds (Invesco Tax-Exempt Funds)

This Amendment No. 1 (the “Amendment”) to the Fourth Amended and Restated Agreement and Declaration of Trust of AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds) (the “Trust”) amends, effective January 26, 2018, the Fourth Amended and Restated Agreement and Declaration of Trust of the Trust dated as of April 11, 2017, as amended (the “Agreement”).

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