0001193125-20-225768 Sample Contracts

AMENDED AND RESTATED MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS
Master Intergroup Sub • August 21st, 2020 • Aim Counselor Series Trust (Invesco Counselor Series Trust) • Texas

This AMENDED AND RESTATED MASTER INTERGROUP SUB-ADVISORY CONTRACT (“Contract”) is made as of the 1st day of July, 2020, 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 Hong Kong Limited, and Invesco Senior Secured Management, Inc. (each a “Sub-Adviser” and, collectively, the “Sub-Advisers”), and amends and restates the prior Contract between the Adviser and the Sub-Advisers dated May 1, 2008, as amended to date.

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FIFTH AMENDED AND RESTATED TRANSFER AGENCY AND SERVICE AGREEMENT between AIM COUNSELOR SERIES TRUST (INVESCO COUNSELOR SERIES TRUST) and INVESCO INVESTMENT SERVICES, INC.
Transfer Agency and Service Agreement • August 21st, 2020 • Aim Counselor Series Trust (Invesco Counselor Series Trust) • Texas

This FIFTH AMENDED AND RESTATED TRANSFER AGENCY AND SERVICE AGREEMENT (“Agreement”) is made as of the 1st day of July, 2020, by and between AIM Counselor Series Trust (Invesco Counselor Series Trust), a Delaware statutory 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”), and amends and restates the prior Agreement between the Fund and the Transfer Agent dated July 1, 2010, as amended to date.

AMENDED AND RESTATED SUB-ADVISORY CONTRACT
Sub-Advisory Contract • August 21st, 2020 • Aim Counselor Series Trust (Invesco Counselor Series Trust) • Texas

This AMENDED AND RESTATED SUB-ADVISORY CONTRACT (“Contract”) is made as of the 1st day of July, 2020, by and among Invesco Advisers, Inc. (the “Adviser”) and OppenheimerFunds, Inc. (the “Sub-Adviser”), and amends and restates the prior Contract between the Adviser and the Sub-Adviser dated May 24, 2019, as amended to date.

AIM COUNSELOR SERIES TRUST (INVESCO COUNSELOR SERIES TRUST) AMENDED AND RESTATED MASTER INVESTMENT ADVISORY AGREEMENT
Master Investment Advisory Agreement • August 21st, 2020 • Aim Counselor Series Trust (Invesco Counselor Series Trust) • Texas

THIS AMENDED AND RESTATED MASTER INVESTMENT ADVISORY AGREEMENT (“Agreement”) is made this 1st day of July, 2020, by and between AIM COUNSELOR SERIES TRUST (INVESCO COUNSELOR SERIES TRUST), a Delaware business 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”), and amends and restates the prior Agreement between the Trust with respect to its series of shares shown on Appendix A attached hereto, and the Adviser dated November 25, 2003, as amended to date.

AMENDMENT NO. 26 TO SUB-ADVISORY CONTRACT
Sub-Advisory Contract • August 21st, 2020 • Aim Counselor Series Trust (Invesco Counselor Series Trust)

This Amendment dated as of June 29, 2020, amends the Sub-Advisory Contract (the “Contract”) between Invesco Advisers, Inc. (the “Advisor”) and Invesco Capital Management LLC (the “Sub-Advisor”).

THIRD AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES AGREEMENT
Master Administrative Services Agreement • August 21st, 2020 • Aim Counselor Series Trust (Invesco Counselor Series Trust) • Texas

This THIRD AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES AGREEMENT (“Agreement”) is made this 1st day of July, 2020, by and between Invesco Advisers, Inc., a Delaware corporation (the “Administrator”) and AIM Counselor Series Trust (Invesco Counselor Series 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”), and amends and restates the prior Agreement between the Administrator and the Trust with respect to the separate series set forth in Appendix A to this Agreement, dated July 1, 2006, as amended to date.

AMENDMENT NO. 13 TO MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS
Master Intergroup Sub • August 21st, 2020 • Aim Counselor Series Trust (Invesco Counselor Series Trust)

This Amendment effective as of April 17, 2020, 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 Hong Kong Limited and Invesco Senior Secured Management, Inc. (each a “Sub-Adviser” and, collectively, the “Sub-Advisers”).

AMENDMENT NO. 14 TO MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS
Master Intergroup Sub • August 21st, 2020 • Aim Counselor Series Trust (Invesco Counselor Series Trust)

This Amendment effective as of May 15, 2020, 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 Hong Kong Limited and Invesco Senior Secured Management, Inc. (each a “Sub-Adviser” and, collectively, the “Sub-Advisers”).

AMENDED AND RESTATED SUB-ADVISORY CONTRACT
Sub-Advisory Contract • August 21st, 2020 • Aim Counselor Series Trust (Invesco Counselor Series Trust) • Texas

This AMENDED AND RESTATED SUB-ADVISORY CONTRACT (“Contract”) is made as of the 1st day of July, 2020, by and among Invesco Advisers, Inc. (the “Adviser”) and Invesco Capital Management LLC (the “Sub-Adviser”), and amends and restates the prior Contract between the Adviser and the Sub-Adviser dated December 14, 2011, as amended to date.

AMENDMENT NO. 8 TO FOURTH AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF AIM COUNSELOR SERIES TRUST (INVESCO COUNSELOR SERIES TRUST)
Agreement and Declaration • August 21st, 2020 • Aim Counselor Series Trust (Invesco Counselor Series Trust)

This Amendment No. 8 (the “Amendment”) to the Fourth Amended and Restated Agreement and Declaration of Trust of AIM Counselor Series Trust (Invesco Counselor Series Trust) (the “Trust”) amends the Fourth Amended and Restated Agreement and Declaration of Trust of the Trust dated as of April 11, 2017, as amended (the “Agreement”).

AMENDMENT NO. 27 TO THE MASTER DISTRIBUTION AGREEMENT
Master Distribution Agreement • August 21st, 2020 • Aim Counselor Series Trust (Invesco Counselor Series Trust)

This Amendment, dated as of June 29, 2020, 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”).

AMENDED AND RESTATED MASTER DISTRIBUTION AGREEMENT
Master Distribution Agreement • August 21st, 2020 • Aim Counselor Series Trust (Invesco Counselor Series Trust)

This Amended and Restated Master Distribution Agreement, made as of the 1st day of July, 2020 (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”), and amends and restates the prior Agreement between each Trust, on behalf of itself and its series portfolios, severally, and the Distributor dated July 1, 2014, as amended to date.

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