0001193125-20-267324 Sample Contracts

AMENDMENT NO. 3 TO AMENDED AND RESTATED SUB-ADVISORY CONTRACT
Sub-Advisory Contract • October 9th, 2020 • Aim Counselor Series Trust (Invesco Counselor Series Trust)

This Amendment dated as of October 9, 2020, amends the Amended and Restated Sub-Advisory Contract (the “Contract”), dated July 1, 2020, between Invesco Advisers, Inc. (the “Adviser”) and Invesco Capital Management LLC (the “Sub-Adviser”).

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AMENDMENT NO. 3 TO AMENDED AND RESTATED MASTER INVESTMENT ADVISORY AGREEMENT
Master Investment Advisory Agreement • October 9th, 2020 • Aim Counselor Series Trust (Invesco Counselor Series Trust)

This Amendment dated as of October 9, 2020, amends the Amended and Restated Master Investment Advisory Agreement (the “Agreement”), dated July 1, 2020, between AIM Counselor Series Trust (Invesco Counselor Series Trust), a Delaware statutory trust, and Invesco Advisers, Inc., a Delaware corporation.

AMENDMENT NO. 3 TO THE AMENDED AND RESTATED MASTER DISTRIBUTION AGREEMENT
Master Distribution Agreement • October 9th, 2020 • Aim Counselor Series Trust (Invesco Counselor Series Trust)

This Amendment, dated as of October 9, 2020, amends the Amended and Restated Master Distribution Agreement (the “Agreement”), dated July 1, 2020, by and 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 AMENDED AND RESTATED SUB-ADVISORY CONTRACT
Sub-Advisory Contract • October 9th, 2020 • Aim Counselor Series Trust (Invesco Counselor Series Trust)

This Amendment dated as of September 4, 2020, amends the Amended and Restated 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 FOURTH AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF AIM COUNSELOR SERIES TRUST (INVESCO COUNSELOR SERIES TRUST)
Agreement and Declaration • October 9th, 2020 • Aim Counselor Series Trust (Invesco Counselor Series Trust)

This Amendment No. 9 (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, upon effectiveness of the post-effective amendment to the registration of the Trust with respect to any shares of the Invesco NASDAQ 100 Index Fund, 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 THIRD AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES AGREEMENT
Master Administrative Services Agreement • October 9th, 2020 • Aim Counselor Series Trust (Invesco Counselor Series Trust)

This Amendment dated as of October 9, 2020, amends the Third Amended and Restated Master Administrative Services Agreement (the “Agreement”), dated July 1, 2020, by and between Invesco Advisers, Inc., a Delaware corporation, and AIM Counselor Series Trust (Invesco Counselor Series Trust), a Delaware statutory trust.

AMENDMENT NO. 1 TO AMENDED AND RESTATED SUB-ADVISORY CONTRACT
Sub-Advisory Contract • October 9th, 2020 • Aim Counselor Series Trust (Invesco Counselor Series Trust)

This Amendment dated as of August 5, 2020, amends the Amended and Restated Sub-Advisory Contract (the “Contract”) between Invesco Advisers, Inc. (the “Adviser”) and Invesco Asset Management (India) Private Limited (the “Sub-Adviser”).

AMENDED AND RESTATED SUB-ADVISORY CONTRACT
Sub-Advisory Contract • October 9th, 2020 • Aim Counselor Series Trust (Invesco Counselor Series Trust) • Texas

This AMENDED AND RESTATED SUB-ADVISORY CONTRACT (“Contract”) is made as of the 1st day of July, 2020, by and among Invesco Advisers, Inc. (the “Adviser”) and Invesco Asset Management (India) Private Limited (the “Sub-Adviser”), and amends and restates the prior Contract between the Adviser and the Sub-Adviser dated April 11, 2017, as amended to date.

AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES AGREEMENT
Master Administrative Services Agreement • October 9th, 2020 • Aim Counselor Series Trust (Invesco Counselor Series Trust)

This Amendment dated as of August 21, 2020, amends the Third Amended and Restated Master Administrative Services Agreement (the “Agreement”), dated July 1, 2020, 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. 1 TO THE MASTER DISTRIBUTION AGREEMENT
Master Distribution Agreement • October 9th, 2020 • Aim Counselor Series Trust (Invesco Counselor Series Trust)

This Amendment, dated as of August 5, 2020, amends the Amended and Restated Master Distribution Agreement, made as of the 1st day of July, 2020 (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. 3 TO AMENDED AND RESTATED MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS
Aim Counselor Series Trust (Invesco Counselor Series Trust) • October 9th, 2020

This Amendment effective as of October 9, 2020, amends the Amended and Restated Master Intergroup Sub-Advisory Contract (the “Contract”), dated July 1, 2020, between 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”).

MEMORANDUM OF AGREEMENT (Advisory Fee Waivers)
Memorandum of Agreement • October 9th, 2020 • Aim Counselor Series Trust (Invesco Counselor Series 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 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

AMENDMENT NO. 2 TO THE MASTER DISTRIBUTION AGREEMENT
Master Distribution Agreement • October 9th, 2020 • Aim Counselor Series Trust (Invesco Counselor Series Trust)

This Amendment, dated as of September 4, 2020, amends the Amended and Restated Master Distribution Agreement, made as of the 1st day of July, 2020 (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. 1 TO AMENDED AND RESTATED MASTER INVESTMENT ADVISORY AGREEMENT
Master Investment Advisory Agreement • October 9th, 2020 • Aim Counselor Series Trust (Invesco Counselor Series Trust)

This Amendment dated as of August 21, 2020, amends the Amended and Restated Master Investment Advisory Agreement (the “Agreement”), dated July 1, 2020, between AIM Counselor Series Trust (Invesco Counselor Series Trust), a Delaware statutory trust, and Invesco Advisers, Inc., a Delaware corporation.

AMENDMENT NO. 2 TO AMENDED AND RESTATED MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS
Master Intergroup Sub • October 9th, 2020 • Aim Counselor Series Trust (Invesco Counselor Series Trust)

This Amendment effective as of September 30, 2020, amends the Amended and Restated Master Intergroup Sub-Advisory Contract for Mutual Funds (the “Contract”), dated July 1, 2020, between 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”).

AMENDMENT NO. 1 TO AMENDED AND RESTATED MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS
Master Intergroup Sub • October 9th, 2020 • Aim Counselor Series Trust (Invesco Counselor Series Trust)

This Amendment effective as of August 21, 2020, amends the Amended and Restated Master Intergroup Sub-Advisory Contract for Mutual Funds (the “Contract”), dated July 1, 2020, 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”).

AMENDMENT NO. 2 TO THIRD AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES AGREEMENT
Master Administrative Services Agreement • October 9th, 2020 • Aim Counselor Series Trust (Invesco Counselor Series Trust)

This Amendment dated as of September 30, 2020, amends the Third Amended and Restated Master Administrative Services Agreement (the “Agreement”), dated July 1, 2020, by and between Invesco Advisers, Inc., a Delaware corporation, and AIM Counselor Series Trust (Invesco Counselor Series Trust), a Delaware statutory trust.

AMENDMENT NO. 1 TO SUB-ADVISORY CONTRACT
Sub-Advisory Contract • October 9th, 2020 • Aim Counselor Series Trust (Invesco Counselor Series Trust)

This Amendment dated as of August 5, 2020, amends the Amended and Restated Sub-Advisory Contract (the “Contract”) between Invesco Advisers, Inc. (the “Advisor”) and Invesco Capital Management LLC (the “Sub-Advisor”).

AMENDMENT NO. 2 TO AMENDED AND RESTATED MASTER INVESTMENT ADVISORY AGREEMENT
Master Investment Advisory Agreement • October 9th, 2020 • Aim Counselor Series Trust (Invesco Counselor Series Trust)

This Amendment dated as of September 30, 2020, amends the Amended and Restated Master Investment Advisory Agreement (the “Agreement”), dated July 1, 2020, between AIM Counselor Series Trust (Invesco Counselor Series Trust), a Delaware statutory trust, and Invesco Advisers, Inc., a Delaware corporation.

MEMORANDUM OF AGREEMENT (Expense Limitations)
Memorandum of Agreement • October 9th, 2020 • 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

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