Invesco Management Trust Sample Contracts

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AMENDMENT NO. 9 TO THE MASTER DISTRIBUTION AGREEMENT
Master Distribution Agreement • December 14th, 2016 • Invesco Management Trust

This Amendment, dated as of June 20, 2016, 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”).

AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF INVESCO MANAGEMENT TRUST
Agreement and Declaration of Trust • December 14th, 2016 • Invesco Management Trust

WHEREAS the Trust was formed on March 27, 2014 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 March 26, 2014 (the “Original Declaration”);

MEMORANDUM OF AGREEMENT (Advisory Fee Waivers)
Memorandum of Agreement • December 13th, 2017 • Invesco Management 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

AMENDED AND RESTATED MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS
Master Intergroup Sub • December 18th, 2020 • Invesco Management Trust • Texas

This AMENDED AND RESTATED MASTER INTERGROUP SUB-ADVISORY CONTRACT (“Contract”) is made as of the 1st day of July, 2020, 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”), and amends and restates the prior Contract between the Adviser and the Sub-Advisers dated June 26, 2014, as amended to date.

TERMINATION AGREEMENT
Termination Agreement • December 16th, 2015 • Invesco Management Trust

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

SECOND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF INVESCO MANAGEMENT TRUST
Agreement and Declaration • December 13th, 2017 • Invesco Management Trust

WHEREAS the Trust was formed on March 27, 2014 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 March 27, 2014 (the “Original Declaration”);

MEMORANDUM OF AGREEMENT (Expense Limitations)
Memorandum of Agreement • December 14th, 2016 • Invesco Management 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

MEMORANDUM OF AGREEMENT (Advisory Fee Waivers)
Memorandum of Agreement • December 19th, 2018 • Invesco Management 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

AMENDED AND RESTATED TRANSFER AGENCY AND SERVICE AGREEMENT between INVESCO MANAGEMENT TRUST and INVESCO INVESTMENT SERVICES, INC.
Transfer Agency and Service Agreement • December 18th, 2020 • Invesco Management Trust • Texas

This FIFTH AMENDED AND RESTATED TRANSFER AGENCY AND SERVCE AGREEMENT (“Agreement”) is made as of the 1st day of July, 2020, by and between Invesco Management Trust, 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 1000, Houston, Texas 77046 (the “Transfer Agent”), and amends and restates the prior Agreement between the Fund and the Transfer Agent dated June 26, 2014, as amended to date.

AMENDMENT NO. 10 TO SUB-ADVISORY CONTRACT
Sub-Advisory Contract • December 14th, 2016 • Invesco Management Trust

This Amendment dated as of June 30, 2016, 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 • December 17th, 2014 • Invesco Management 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 California Value Municipal Trust, Invesco High Income Trust II, Invesco Management Trust, Invesco Municipal Income Opportunities Trust, Invesco Quality Municipal Income Trust, Invesco Securities Trust, Invesco Trust for Investment Grade New York Municipals, Invesco Value Municipal Income Trust and Short-Term Investments Trust (each a “Trust”

MEMORANDUM OF AGREEMENT (Expense Limitations)
Memorandum of Agreement • December 13th, 2017 • Invesco Management 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

SUB-ADVISORY CONTRACT
Sub-Advisory Contract • June 20th, 2014 • Invesco Management Trust • Texas

This contract is made as of December 14, 2011, by and among Invesco Advisers, Inc. (the “Advisor”) and Invesco PowerShares Capital Management LLC (the “Sub-Advisor”).

EIGHTH AMENDED AND RESTATED MEMORANDUM OF AGREEMENT (Securities Lending Administrative Fee Waiver)
Memorandum of Agreement • December 17th, 2014 • Invesco Management Trust

This Eighth Amended and Restated Memorandum of Agreement is entered into as of the dates indicated on Exhibit “A” 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 Management Trust, Invesco Securities Trust and Short-Term Investments Trust (each a “Fund” and collectively, the “Funds”), on behalf of the portfolios listed on Exhibit “A” to this Memorandum of Agreement (the “Portfolios”), and Invesco Advisers, Inc. (“Invesco”).

MEMORANDUM OF AGREEMENT (Advisory Fee Waivers)
Memorandum of Agreement • December 17th, 2014 • Invesco Management 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 Trust II, Invesco Management Trust, Invesco M

AMENDMENT NO. 3 TO SUB-ADVISORY CONTRACT
Sub-Advisory Contract • June 20th, 2014 • Invesco Management Trust

This Amendment dated as of February 25, 2013, amends the Sub-Advisory Contract (the “Contract”) between Invesco Advisers, Inc. (the “Advisor”) and Invesco PowerShares Capital Management LLC (the “Sub-Advisor”).

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MASTER DISTRIBUTION AGREEMENT
Master Distribution Agreement • June 20th, 2014 • Invesco Management Trust

This Master Distribution Agreement, made as of the [ ] day of [ ], 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. 2 TO SUB-ADVISORY CONTRACT
Sub-Advisory Contract • June 20th, 2014 • Invesco Management Trust

This Amendment dated as of September 25, 2012, amends the Sub-Advisory Contract (the “Contract”) between Invesco Advisers, Inc. (the “Advisor”) and Invesco PowerShares Capital Management LLC (the “Sub-Advisor”).

AMENDMENT NO. 6 TO SUB-ADVISORY CONTRACT
Sub-Advisory Contract • June 20th, 2014 • Invesco Management Trust

This Amendment dated as of [ ], 2014, amends the Sub-Advisory Contract (the “Contract”) between Invesco Advisers, Inc. (the “Advisor”) and Invesco PowerShares Capital Management LLC (the “Sub-Advisor”).

AMENDMENT NO. 1 TO SUB-ADVISORY CONTRACT
Sub-Advisory Contract • June 20th, 2014 • Invesco Management Trust

This Amendment dated as of July 30, 2012, amends the Sub-Advisory Contract (the “Contract”) between Invesco Advisers, Inc. (the “Advisor”) and Invesco PowerShares Capital Management LLC (the “Sub-Advisor”).

AMENDMENT NO. 5 TO SUB-ADVISORY CONTRACT
Sub-Advisory Contract • June 20th, 2014 • Invesco Management Trust

This Amendment dated as of April 22, 2014, amends the Sub-Advisory Contract (the “Contract”) between Invesco Advisers, Inc. (the “Advisor”) and Invesco PowerShares Capital Management LLC (the “Sub-Advisor”).

AMENDMENT NO. 4 TO SUB-ADVISORY CONTRACT
Sub-Advisory Contract • June 20th, 2014 • Invesco Management Trust

This Amendment dated as of December 16, 2013, amends the Sub-Advisory Contract (the “Contract”) between Invesco Advisers, Inc. (the “Advisor”) and Invesco PowerShares Capital Management LLC (the “Sub-Advisor”).

AMENDMENT NO. 17 TO THE AMENDED AND RESTATED MASTER DISTRIBUTION AGREEMENT
Master Distribution Agreement • December 14th, 2023 • Invesco Management Trust

This Amendment, dated as of September 21, 2023, 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”).

MEMORANDUM OF AGREEMENT (Expense Limitations)
Memorandum of Agreement • December 18th, 2020 • Invesco Management 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. 16 TO SUB-ADVISORY CONTRACT
Sub-Advisory Contract • December 13th, 2017 • Invesco Management Trust

This Amendment dated as of December 15, 2018, amends the Sub-Advisory Contract (the “Contract”) between Invesco Advisers, Inc. (the “Advisor”) and Invesco PowerShares Capital Management LLC (the “Sub-Advisor”).

AMENDMENT NO. 17 TO THE MASTER DISTRIBUTION AGREEMENT
Master Distribution Agreement • March 30th, 2018 • Invesco Management Trust

This Amendment, dated as of December 18, 2017, 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”).

INVESCO MANAGEMENT TRUST AMENDED AND RESTATED MASTER INVESTMENT ADVISORY AGREEMENT
Master Investment Advisory Agreement • December 18th, 2020 • Invesco Management Trust • Texas

THIS AMENDED AND RESTATED MASTER INVESTMENT ADVISORY AGREEMENT (“Agreement”) is made this 1st day of July, 2020, by and between Invesco Management Trust, a Delaware business trust (the “Trust”) with respect to its series of shares shown on Appendix A attached hereto, as the same may be amended from time to time, and Invesco Advisers, Inc., a Delaware corporation (the “Adviser”), and amends and restates the prior Agreement between the Trust with respect to its series of shares shown on Appendix A attached hereto, and the Adviser dated June 26, 2014, as amended to date.

TRANSFER AGENCY AND SERVICE AGREEMENT between INVESCO MANAGEMENT TRUST and INVESCO INVESTMENT SERVICES, INC.
Transfer Agency and Service Agreement • December 17th, 2014 • Invesco Management Trust • Texas

AGREEMENT made as of the 26th day of June, 2014, by and between INVESCO MANAGEMENT TRUST, a Delaware business 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 1000, Houston, Texas 77046 (the “Transfer Agent”).

INVESCO FUNDS TRUSTEE DEFERRED COMPENSATION AGREEMENT
Trustee Deferred Compensation Agreement • June 20th, 2014 • Invesco Management Trust • Texas

WHEREAS, the Funds and the Trustee desire to enter into an agreement whereby the Funds provide to the Trustee a vehicle under which the Trustee will defer receipt of directors’ fees payable by the Funds.

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