0001193125-23-042112 Sample Contracts

FIFTH AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF AIM COUNSELOR SERIES TRUST (INVESCO COUNSELOR SERIES TRUST)
Agreement and Declaration of Trust • February 17th, 2023 • Aim Counselor Series Trust (Invesco Counselor Series Trust)

WHEREAS the Trust was formed on July 29, 2003 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 July 29, 2003 (the “Original Declaration”);

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AMENDMENT NO. 6 TO AMENDED AND RESTATED MASTER INVESTMENT ADVISORY AGREEMENT
Master Investment Advisory Agreement • February 17th, 2023 • Aim Counselor Series Trust (Invesco Counselor Series Trust)

This Amendment dated as of February 13, 2023, amends the Amended and Restated Master Investment Advisory Agreement (the “Agreement”), dated July 1, 2020, between AIM Counselor Series Trust (Invesco Counselor Series Trust), a Delaware statutory trust, and Invesco Advisers, Inc., a Delaware corporation, as follows:

AMENDMENT NO. 13 TO THE AMENDED AND RESTATED SUB-ADVISORY CONTRACT
Sub-Advisory Contract • February 17th, 2023 • Aim Counselor Series Trust (Invesco Counselor Series Trust)

This Amendment, dated as of February 13, 2023, amends the Amended and Restated Sub-Advisory Contract (the “Contract”), dated July 1, 2020, between Invesco Advisers, Inc. (the “Adviser”) and Invesco Capital Management LLC (the “Sub-Adviser”).

AMENDMENT NO. 6 TO AMENDED AND RESTATED MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS
Master Intergroup Sub • February 17th, 2023 • Aim Counselor Series Trust (Invesco Counselor Series Trust)

This Amendment effective as of February 13, 2023, amends the Amended and Restated Master Intergroup Sub-Advisory Contract (the “Contract”), dated July 1, 2020, 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”), as follows:

AMENDMENT NO. 6 TO THIRD AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES AGREEMENT
Master Administrative Services Agreement • February 17th, 2023 • Aim Counselor Series Trust (Invesco Counselor Series Trust)

This Amendment dated as of February 13, 2023, 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 Counselor Series Trust (Invesco Counselor Series Trust), a Delaware statutory trust, as follows:

AMENDMENT NO. 14 TO THE AMENDED AND RESTATED MASTER DISTRIBUTION AGREEMENT
Master Distribution Agreement • February 17th, 2023 • Aim Counselor Series Trust (Invesco Counselor Series Trust)

This Amendment, dated as of February 13, 2023, amends the Amended and Restated Master Distribution Agreement (the “Agreement”), dated July 1, 2020, by and 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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