0001193125-21-200360 Sample Contracts

AMENDED AND RESTATED MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS
Master Intergroup Sub • June 25th, 2021 • Aim Tax-Exempt Funds (Invesco Tax-Exempt Funds) • 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 TAX-EXEMPT FUNDS (INVESCO TAX-EXEMPT FUNDS) and INVESCO INVESTMENT SERVICES, INC.
Transfer Agency and Service Agreement • June 25th, 2021 • Aim Tax-Exempt Funds (Invesco Tax-Exempt Funds) • Texas

This FIFTH AMENDED AND RESTATED TRANSFER AGENCY AND SERVCE AGREEMENT (“Agreement”) is made as of the 1st day of July, 2020, by and between AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds), 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.

THIRD AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES AGREEMENT
Master Administrative Services Agreement • June 25th, 2021 • Aim Tax-Exempt Funds (Invesco Tax-Exempt Funds) • 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 Tax-Exempt Funds (Invesco Tax-Exempt Funds), 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. 1 TO AMENDED AND RESTATED MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS
Master Intergroup Sub • June 25th, 2021 • Aim Tax-Exempt Funds (Invesco Tax-Exempt Funds)

This Amendment dated as of September 4, 2020, amends the Amended and Restated Master Intergroup Sub-Advisory Contract for Mutual Funds (the “Contract”), dated July 1, 2020, between 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”).

MEMORANDUM OF AGREEMENT (Advisory Fee Waivers)
Memorandum of Agreement • June 25th, 2021 • Aim Tax-Exempt Funds (Invesco Tax-Exempt Funds)

This Memorandum of Agreement is entered into as of the effective date on the attached Exhibit A (the “Exhibit”), 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 2023 Target Term Fund, Invesco High Income 2024 Target Term Fund, Invesco High Income T

AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES AGREEMENT
Master Administrative Services Agreement • June 25th, 2021 • Aim Tax-Exempt Funds (Invesco Tax-Exempt Funds)

This Amendment dated as of September 4, 2020, amends the Third Amended and Restated Master Administrative Services Agreement (the “Agreement”), dated July 1, 2020, by and between Invesco Advisers, Inc., a Delaware corporation, and AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds), a Delaware statutory trust is hereby amended as follows:

MEMORANDUM OF AGREEMENT (Expense Limitations)
Memorandum of Agreement • June 25th, 2021 • Aim Tax-Exempt Funds (Invesco Tax-Exempt 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 Management 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 behalf of its respective c

AMENDMENT NO. 1 TO AMENDED AND RESTATED MASTER INVESTMENT ADVISORY AGREEMENT
Master Investment Advisory Agreement • June 25th, 2021 • Aim Tax-Exempt Funds (Invesco Tax-Exempt Funds)

This Amendment dated as of September 4, 2020, amends the Master Investment Advisory Agreement (the “Agreement”), dated July 1, 2020, between AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds), a Delaware statutory trust, and Invesco Advisers, Inc., a Delaware corporation.

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