0001193125-16-792958 Sample Contracts

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”).

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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 (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

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”).

AMENDMENT NO. 1 TO THE AGREEMENT AND DECLARATION OF TRUST OF INVESCO MANAGEMENT TRUST
Invesco Management Trust • December 14th, 2016

This Amendment No. 1 to the Agreement and Declaration of Trust of Invesco Management Trust (this “Amendment”) amends, effective January 29, 2016, the Agreement and Declaration of Trust of Invesco Management Trust (the “Trust”) dated as of March 26, 2014, as amended (the “Agreement”).

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