0001193125-14-445364 Sample Contracts

AMENDMENT NO. 1 TO THE MASTER DISTRIBUTION AGREEMENT
Master Distribution Agreement • December 17th, 2014 • Invesco Management Trust

This Amendment, dated as of October 14, 2014, 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”).

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MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS
Master Intergroup Sub • December 17th, 2014 • Invesco Management Trust • Texas

This contract is made as of June 26, 2014, 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 Australia Limited,, Invesco Hong Kong Limited, and Invesco Senior Secured Management, Inc. (each a “Sub-Adviser” and, collectively, the “Sub-Advisers”).

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”

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

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”).

MASTER ADMINISTRATIVE SERVICES AGREEMENT
Master Administrative Services Agreement • December 17th, 2014 • Invesco Management Trust • Texas

This MASTER ADMINISTRATIVE SERVICES AGREEMENT (the “Agreement”) is made this 26th day of June, 2014 by and between INVESCO ADVISERS, INC., a Delaware corporation (the “Administrator”) and INVESCO MANAGEMENT TRUST, a Delaware statutory trust (the “Trust”) with respect to the separate series set forth in Appendix A to this Agreement, as the same may be amended from time to time (the “Portfolios”).

INVESCO MANAGEMENT TRUST MASTER INVESTMENT ADVISORY AGREEMENT
Invesco Management Trust • December 17th, 2014 • Invesco Management Trust • Texas

THIS AGREEMENT is made 26th day of June, 2014, by and between Invesco Management Trust, a Delaware statutory 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”).

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