0001193125-14-445488 Sample Contracts

AMENDMENT NO. 1 TO THE MASTER DISTRIBUTION AGREEMENT
Master Distribution Agreement • December 17th, 2014 • Aim Counselor Series Trust (Invesco Counselor Series 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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AMENDMENT NO. 43 TO THE FIRST RESTATED MASTER DISTRIBUTION AGREEMENT (ALL CLASSES OF SHARES EXCEPT CLASS B AND CLASS BX SHARES)
Master Distribution Agreement • December 17th, 2014 • Aim Counselor Series Trust (Invesco Counselor Series Trust)

This Amendment, dated as of December 30, 2013, amends the First Restated Master Distribution Agreement (all Classes of shares except Class B and Class BX 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 BX Shares (the “Shares”) of each Portfolio, and Invesco Distributors, Inc., a Delaware corporation (the “Distributor”).

SUB-ADVISORY CONTRACT
Sub-Advisory Contract • December 17th, 2014 • Aim Counselor Series Trust (Invesco Counselor Series 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”).

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

MASTER DISTRIBUTION AGREEMENT
Master Distribution Agreement • December 17th, 2014 • Aim Counselor Series Trust (Invesco Counselor Series Trust)

This 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”).

AMENDMENT NO. 7 TO SUB-ADVISORY CONTRACT
Sub-Advisory Contract • December 17th, 2014 • Aim Counselor Series Trust (Invesco Counselor Series Trust)

This Amendment dated as of October 14, 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 • December 17th, 2014 • Aim Counselor Series Trust (Invesco Counselor Series 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. 4 TO SUB-ADVISORY CONTRACT
Sub-Advisory Contract • December 17th, 2014 • Aim Counselor Series Trust (Invesco Counselor Series 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”).

INVESCO FUNDS TRUSTEE DEFERRED COMPENSATION AGREEMENT
Trustee Deferred Compensation Agreement • December 17th, 2014 • Aim Counselor Series Trust (Invesco Counselor Series Trust) • Texas

AGREEMENT, made on this day of , 20 , by and between the registered management investment companies contained in the Invesco Funds Complex listed on Appendix A hereto (each, a “Fund”), and (the “Trustee”) residing at .

AMENDMENT NO. 9 TO MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS
Master Intergroup Sub • December 17th, 2014 • Aim Counselor Series Trust (Invesco Counselor Series Trust)

This Amendment effective as of April 22, 2014, 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 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 Australia Limited, Invesco Hong Kong Limited and Invesco Senior Secured Management, Inc. (each a “Sub-Adviser” and, collectively, the “Sub-Advisers”).

AMENDMENT NO. 12 TO SECOND AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES AGREEMENT
Master Administrative Services Agreement • December 17th, 2014 • Aim Counselor Series Trust (Invesco Counselor Series Trust)

This Amendment dated as of April 22, 2014, 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 Counselor Series Trust (Invesco Counselor Series Trust), a Delaware statutory trust, is hereby amended as follows:

AMENDMENT NO. 16 TO MASTER INVESTMENT ADVISORY AGREEMENT
Master Investment Advisory Agreement • December 17th, 2014 • Aim Counselor Series Trust (Invesco Counselor Series Trust)

This Amendment dated as of April 22, 2014, amends the Master Investment Advisory Agreement (the “Agreement”), dated November 25, 2003, between AIM Counselor Series Trust (Invesco Counselor Series Trust), a Delaware statutory trust, and Invesco Advisers, Inc., a Delaware corporation.

AMENDMENT NUMBER 4 TO THE FOURTH AMENDED AND RESTATED TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • December 17th, 2014 • Aim Counselor Series Trust (Invesco Counselor Series Trust)

This Amendment, dated as of January 1, 2014, is made to the Fourth Amended and Restated Transfer Agency and Service Agreement dated July 1, 2010, (the “Agreement”) between AIM Counselor Series Trust (Invesco Counselor Series Trust) (the “Fund”) and Invesco Investment Services, Inc. (the “Transfer Agent”) pursuant to Article 11 of the Agreement.

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