0001193125-19-184387 Sample Contracts

MEMORANDUM OF AGREEMENT (Advisory Fee Waivers)
Memorandum of Agreement • June 27th, 2019 • 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 NO. 5 TO SUB-ADVISORY CONTRACT
Sub-Advisory Contract • June 27th, 2019 • Aim Tax-Exempt Funds (Invesco Tax-Exempt Funds)

This Amendment dated as of May 24, 2019, amends the Sub-Advisory Contract (the “Contract”) between Invesco Advisers, Inc. (the “Adviser”) and Invesco Asset Management (India) Private Limited (the “Sub-Adviser”).

MASTER CUSTODIAN AGREEMENT
Master Custodian Agreement • June 27th, 2019 • Aim Tax-Exempt Funds (Invesco Tax-Exempt Funds) • New York

This Agreement is made as of June 1, 2018 (this “ Agreement”), between each management investment company identified on Appendix A and each management investment company which becomes a party to this Agreement in accordance with the terms hereof (in each case, a “Fund”), including, if applicable, each series of a Fund identified on Appendix A and each series which becomes a party to this Agreement in accordance with the terms hereof, and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company (the “Custodian”).

AMENDMENT NO. 20 TO SUB-ADVISORY CONTRACT
Sub-Advisory Contract • June 27th, 2019 • Aim Tax-Exempt Funds (Invesco Tax-Exempt Funds)

This Amendment dated as of May 24, 2019, amends the Sub-Advisory Contract (the “Contract”) between Invesco Advisers, Inc. (the “Advisor”) and Invesco Capital Management LLC (the “Sub-Advisor”).

SUB-ADVISORY CONTRACT
Sub-Advisory Contract • June 27th, 2019 • Aim Tax-Exempt Funds (Invesco Tax-Exempt Funds) • Texas
MEMORANDUM OF AGREEMENT (Expense Limitations)
Memorandum of Agreement • June 27th, 2019 • 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. 19 TO SUB-ADVISORY CONTRACT
Sub-Advisory Contract • June 27th, 2019 • Aim Tax-Exempt Funds (Invesco Tax-Exempt Funds)

This Amendment dated as of November 1, 2018, amends the Sub-Advisory Contract (the “Contract”) between Invesco Advisers, Inc. (the “Advisor”) and Invesco Capital Management LLC (the “Sub-Advisor”).

AMENDMENT NO. 4 TO SUB-ADVISORY CONTRACT
Sub-Advisory Contract • June 27th, 2019 • Aim Tax-Exempt Funds (Invesco Tax-Exempt Funds)

This Amendment dated as of November 1, 2018, 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. 9 TO SECOND AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES AGREEMENT
Master Administrative Services Agreement • June 27th, 2019 • Aim Tax-Exempt Funds (Invesco Tax-Exempt Funds)

This Amendment dated as of January 1, 2019, 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 Tax-Exempt Funds (Invesco Tax-Exempt Funds), a Delaware statutory trust is hereby amended as follows:

AMENDMENT NO. 10 TO SECOND AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES AGREEMENT
Master Administrative Services Agreement • June 27th, 2019 • Aim Tax-Exempt Funds (Invesco Tax-Exempt Funds)

This Amendment dated as of May 24, 2019, 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 Tax-Exempt Funds (Invesco Tax-Exempt Funds), a Delaware statutory trust is hereby amended as follows:

AMENDMENT NO. 7 TO MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS
Master Intergroup Sub-Advisory Contract for Mutual Funds • June 27th, 2019 • Aim Tax-Exempt Funds (Invesco Tax-Exempt Funds)

This Amendment dated as of May 24, 2019, amends the Master Intergroup Sub-Advisory Contract for Mutual Funds (the “Contract”), dated May 1, 2008, between Invesco Advisers, Inc. (the “Adviser”), on behalf of AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds), 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”).

NOTICE TO TRANSFER AGENT
Fourth Amended and Restated Transfer Agency and Service Agreement • June 27th, 2019 • Aim Tax-Exempt Funds (Invesco Tax-Exempt Funds)

This Notice to Transfer Agent, dated as of , 2019, is made pursuant to the Fourth Amended and Restated Transfer Agency and Service Agreement, as amended, (the “Agreement”), dated as of July 1, 2010, between AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds) (the “Trust”) and Invesco Investment Services, Inc. (“IISI”).

AMENDMENT NO. 2 TO 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 27th, 2019 • Aim Tax-Exempt Funds (Invesco Tax-Exempt Funds)

This Amendment No. 2 (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 16, 2019, the Fourth Amended and Restated Agreement and Declaration of Trust of the Trust dated as of April 11, 2017, as amended (the “Agreement”).

AMENDMENT NO. 3 TO FOURTH AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF AIM TAX-EXEMPT FUNDS (INVESCO TAX-EXEMPT FUNDS)
Amendment No. 3 to Fourth Amended and Restated Agreement and Declaration of Trust • June 27th, 2019 • Aim Tax-Exempt Funds (Invesco Tax-Exempt Funds)

This Amendment No. 3 (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, March 27, 2019, 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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