0001193125-19-230922 Sample Contracts

AMENDMENT NO. 1 TO SUB-ADVISORY CONTRACT
Sub-Advisory Contract • August 27th, 2019 • Aim Counselor Series Trust (Invesco Counselor Series Trust)

This Amendment dated as of August 15, 2019, amends the Sub-Advisory Contract (the “Contract”) between Invesco Advisers, Inc. (the “Adviser”) and OppenheimerFunds, Inc. (the “Sub-Adviser”).

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AMENDMENT NO. 21 TO SUB-ADVISORY CONTRACT
Sub-Advisory Contract • August 27th, 2019 • Aim Counselor Series Trust (Invesco Counselor Series Trust)

This Amendment dated as of August 15, 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 • August 27th, 2019 • Aim Counselor Series Trust (Invesco Counselor Series Trust) • Texas
MEMORANDUM OF AGREEMENT (Expense Limitations)
Memorandum of Agreement • August 27th, 2019 • 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 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 • August 27th, 2019 • Aim Counselor Series Trust (Invesco Counselor Series Trust)

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 • August 27th, 2019 • Aim Counselor Series Trust (Invesco Counselor Series Trust)

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. 4 TO FOURTH AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF AIM COUNSELOR SERIES TRUST (INVESCO COUNSELOR SERIES TRUST)
Fourth Amended and Restated Agreement and Declaration of Trust • August 27th, 2019 • Aim Counselor Series Trust (Invesco Counselor Series Trust)

This Amendment No. 4 (the “Amendment”) to the Fourth Amended and Restated Agreement and Declaration of Trust of AIM Counselor Series Trust (Invesco Counselor Series Trust) (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”).

AMENDMENT NO. 3 TO FOURTH AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF AIM COUNSELOR SERIES TRUST (INVESCO COUNSELOR SERIES TRUST)
Fourth Amended and Restated Agreement and Declaration of Trust • August 27th, 2019 • Aim Counselor Series Trust (Invesco Counselor Series Trust)

This Amendment No. 3 (the “Amendment”) to the Fourth Amended and Restated Agreement and Declaration of Trust of AIM Counselor Series Trust (Invesco Counselor Series Trust) (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”).

NOTICE TO TRANSFER AGENT
Transfer Agency and Service Agreement • August 27th, 2019 • Aim Counselor Series Trust (Invesco Counselor Series Trust)

This Notice to Transfer Agent, dated as of May 24, 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 Counselor Series Trust (Invesco Counselor Series Trust) (the “Trust”) and Invesco Investment Services, Inc. (“IISI”).

AMENDMENT NO. 14 TO SECOND AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES AGREEMENT
Master Administrative Services Agreement • August 27th, 2019 • Aim Counselor Series Trust (Invesco Counselor Series Trust)

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 Counselor Series Trust (Invesco Counselor Series Trust), a Delaware statutory trust, is hereby amended as follows:

AMENDMENT NO. 15 TO SECOND AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES AGREEMENT
Master Administrative Services Agreement • August 27th, 2019 • Aim Counselor Series Trust (Invesco Counselor Series Trust)

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 Counselor Series Trust (Invesco Counselor Series Trust), a Delaware statutory trust, is hereby amended as follows:

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • August 27th, 2019 • Aim Counselor Series Trust (Invesco Counselor Series Trust) • New York

THIS AGREEMENT is made and entered into on this 24th day of May 2019, among Invesco Advisers, Inc., a Delaware corporation (the “Adviser”), and Barings LLC, a Delaware limited liability company (the “Sub-Adviser”).

AMENDMENT NO. 11 TO MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS
Master Intergroup Sub-Advisory Contract for Mutual Funds • August 27th, 2019 • Aim Counselor Series Trust (Invesco Counselor Series Trust)

This Amendment effective as of May 24, 2019, amends the Master IntergroupSub-Advisory Contract for Mutual Funds (the “Contract”), dated May 1, 2008, betweenInvesco 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”).

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