0000950123-10-108699 Sample Contracts

MEMORANDUM OF AGREEMENT (Expense Limitations)
Memorandum of Agreement • November 24th, 2010 • Aim Equity Funds (Invesco Equity 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) 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 behalf of its respective classes as applicable, seve

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SIXTH AMENDED AND RESTATED MEMORANDUM OF AGREEMENT (Securities Lending Administrative Fee Waiver)
Memorandum of Agreement • November 24th, 2010 • Aim Equity Funds (Invesco Equity Funds)

This Sixth 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) 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”).

FOURTH AMENDED AND RESTATED TRANSFER AGENCY AND SERVICE AGREEMENT between AIM FUNDS GROUP (INVESCO FUNDS GROUP) and INVESCO INVESTMENT SERVICES, INC.
Transfer Agency and Service Agreement • November 24th, 2010 • Aim Equity Funds (Invesco Equity Funds) • Texas

AGREEMENT made as of the 1st day of July, 2006 and amended and restated as of July 1, 2010, by and between AIM Funds Group (Invesco Funds Group), a Delaware statutory trust, having its principal office and place of business at 11 Greenway Plaza, Suite 100, 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 100, Houston, Texas 77046 (the “Transfer Agent”).

MEMORANDUM OF AGREEMENT (Advisory Fee Waivers)
Memorandum of Agreement • November 24th, 2010 • Aim Equity Funds (Invesco Equity 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) 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 agree

AMENDMENT NO. 21 TO THE FIRST RESTATED MASTER DISTRIBUTION AGREEMENT (ALL CLASSES OF SHARES EXCEPT CLASS B AND CLASS B5 SHARES)
Master Distribution Agreement • November 24th, 2010 • Aim Equity Funds (Invesco Equity Funds)

The First Restated Master Distribution Agreement (all Classes of shares except Class B and Class B5 Shares) (the “Agreement”) made as of the 18th day of August, 2003, as subsequently amended, and as restated the 20th day of September, 2006, by and between each registered investment company set forth on Schedule A to the Agreement (each individually referred to as “Fund”, or collectively, “Funds”), severally, on behalf of each of its series of beneficial interest set forth on Schedule A to the Agreement, (each, a “Portfolio”), with respect to each class of shares except Class B and Class B5 Shares (the “Shares”) of each Portfolio, and INVESCO AIM DISTRIBUTORS, INC., a Delaware corporation (the “Distributor”), is hereby amended to: 1) reflect that INVESCO AIM DISTRIBUTORS, INC. is now known as INVESCO DISTRIBUTORS, INC. ; 2) reflect the name change of each of the Funds; 3) reflect the name change of the applicable Portfolios from AIM to Invesco; and 4) reflect the further name change of

AMENDMENT NO. 14 TO THE AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF AIM EQUITY FUNDS (INVESCO EQUITY FUNDS)
Agreement and Declaration • November 24th, 2010 • Aim Equity Funds (Invesco Equity Funds)

This Amendment No. 14 (the “Amendment”) to the Amended and Restated Agreement and Declaration of Trust of AIM Equity Funds (Invesco Equity Funds) (the “Trust”) amends, effective June 15, 2010, the Amended and Restated Agreement and Declaration of Trust of the Trust dated as of September 14, 2005, as amended (the “Agreement”).

AMENDMENT NO. 15 TO MASTER INVESTMENT ADVISORY AGREEMENT
Master Investment Advisory Agreement • November 24th, 2010 • Aim Equity Funds (Invesco Equity Funds)

This Amendment dated as of April 30, 2010, amends the Master Investment Advisory Agreement (the “Agreement”) dated June 21, 2000, between AIM Equity Funds, a Delaware statutory trust, and Invesco Advisers, Inc., a Delaware corporation.

AMENDMENT NO. 13 TO THE AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF AIM EQUITY FUNDS
Agreement and Declaration • November 24th, 2010 • Aim Equity Funds (Invesco Equity Funds)

This Amendment No. 13 (the “Amendment”) to the Amended and Restated Agreement and Declaration of Trust of AIM Equity Funds (the “Trust”) amends, effective April 30, 2010, the Amended and Restated Agreement and Declaration of Trust of the Trust dated as of September 14, 2005, as amended (the “Agreement”).

AMENDMENT NO. 3 TO MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS
Aim Equity Funds (Invesco Equity Funds) • November 24th, 2010

This Amendment dated as of April 30, 2010, amends the Master Intergroup Sub-Advisory Contract for Mutual Funds (the “Contract”), dated May 1, 2008, between Invesco Aim Advisers, Inc. (the “Adviser”), on behalf of AIM Equity Funds, and each of Invesco Trimark Ltd., Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Ltd., Invesco Australia Limited, Invesco Hong Kong Limited, I and Invesco Senior Secured Management, Inc. (each a “Sub-Adviser” and, collectively, the “Sub-Advisers”).

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