0000950123-12-009478 Sample Contracts

MEMORANDUM OF AGREEMENT (Expense Limitations)
Memorandum of Agreement • June 26th, 2012 • Aim Investment Securities Funds (Invesco Investment Securities 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 California Municipal Income Trust, Invesco California Municipal Securities, Invesco California Quality Municipal Securities, Invesco High Yield Investments Fund, Inc., Invesco Municipal Income Opportunities Trust, Invesco Municipal Income Opportunities Trust II, Invesco Municipal Income Opportunities Trust III, Invesco Municipal Premium Inco

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AMENDMENT NO. 31 TO THE FIRST RESTATED MASTER DISTRIBUTION AGREEMENT (ALL CLASSES OF SHARES EXCEPT CLASS B AND CLASS B5 SHARES)
Master Distribution Agreement • June 26th, 2012 • Aim Investment Securities Funds (Invesco Investment Securities Funds)

This Amendment dated as of December 27, 2011, amends 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 Distributors, Inc., a Delaware corporation (the “Distributor”), to add Institutional Class shares to Invesco Van Kampen High Yield Municipal Fund, a series portfolio of AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds).

AMENDMENT NUMBER 2 TO THE FOURTH AMENDED AND RESTATED TRANSFER AGENCY AND SERVICE AGREEMENT
The Fourth • June 26th, 2012 • Aim Investment Securities Funds (Invesco Investment Securities Funds)

This Amendment, dated as of July 1, 2011, is made to the Fourth Amended and Restated Transfer Agency and Service Agreement dated July 1, 2010, (the “Agreement”) between AIM Investment Securities Funds (Invesco Investment Securities Funds) (the “Fund”) and Invesco Investment Services, Inc. (the “Transfer Agent”) pursuant to Article 11 of the Agreement.

AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • June 26th, 2012 • Aim Investment Securities Funds (Invesco Investment Securities Funds) • Delaware

THIS AGREEMENT AND PLAN OF REORGANIZATION (“Agreement”) is adopted as of this 1st day of April, 2011 by and among (i) each of the Invesco open-end registered investment companies identified as a Target Entity on Exhibit A hereto (each a “Target Entity”) separately, on behalf of its respective series identified on Exhibit A hereto (each a “Target Fund”); (ii) each of the Invesco open-end registered investment companies identified as an Acquiring Entity on Exhibit A hereto (each an “Acquiring Entity”), separately on behalf of its respective series identified on Exhibit A hereto (each an “Acquiring Fund”); and (iii) Invesco Advisers, Inc. (“IAI”).

AMENDMENT NO. 15 TO AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF AIM INVESTMENT SECURITIES FUNDS (INVESCO INVESTMENT SECURITIES FUNDS)
Agreement and Declaration • June 26th, 2012 • Aim Investment Securities Funds (Invesco Investment Securities Funds)

This Amendment No. 15 (the “Amendment”) to the Amended and Restated Agreement and Declaration of Trust of AIM Investment Securities Funds (Invesco Investment Securities Funds) (the “Trust”) amends, effective December 1, 2011, the Amended and Restated Agreement and Declaration of Trust of the Trust dated as of September 14, 2005, as amended (the “Agreement”).

AMENDMENT NO. 5 TO SECOND AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES AGREEMENT
Master Administrative Services Agreement • June 26th, 2012 • Aim Investment Securities Funds (Invesco Investment Securities Funds)

This Amendment dated as of December 1, 2011, 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 Investment Securities Funds (Invesco Investment Securities Fund), a Delaware statutory trust is hereby amended as follows:

AMENDMENT NO.4 TO MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS
Master Intergroup Sub • June 26th, 2012 • Aim Investment Securities Funds (Invesco Investment Securities Funds)

This Amendment dated as of December 1, 2011, 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 Investment Securities Funds (Invesco Investment Securities Funds), and each of InvescoCanada Ltd. (previously known as Invesco Trimark Ltd.), Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Ltd., Invesco Australia Limited, Invesco Hong Kong Limited and Invesco Senior Secured Management, Inc. (each a “Sub-Adviser” and, collectively, the “Sub-Advisers”).

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