<DOCUMENT>
<TYPE>EX-99.77Q1E
<SEQUENCE>3
<FILENAME>d174314dex9977q1e.txt
<DESCRIPTION>EX-99.77Q1E
<TEXT>
<PAGE>
Sub-Item 77Q1(e)
MEMORANDUM OF AGREEMENT
(ADVISORY FEE WAIVERS)
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
Municipal Income Opportunities Trust, Invesco Municipal Opportunity Trust,
Invesco Municipal Trust, Invesco Pennsylvania Value Municipal Income Trust,
Invesco Quality Municipal Income Trust, Invesco Securities Trust, Invesco
Senior Income Trust, Invesco Trust for Investment Grade Municipals, Invesco
Trust for Investment Grade New York Municipals and Invesco Value Municipal
Income 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 of the Funds, on behalf of their respective classes as applicable,
severally and not jointly, as indicated in the Exhibits.
For and in consideration of the mutual terms and agreements set forth herein
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, Invesco agrees that until at least the expiration date
set forth on Exhibit A (the "Expiration Date") and with respect to those Funds
listed on the Exhibit, Invesco will waive its advisory fees at the rate set
forth on the Exhibit.
For and in consideration of the mutual terms and agreements set forth herein
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the Trusts and Invesco agree as follows:
1. Invesco agrees that until the expiration date, if any, of the
commitment set forth on the attached Exhibit B occurs, as such
Exhibit B is amended from time to time, Invesco will waive advisory
fees payable by an Investing Fund (defined below) in an amount equal
to 100% of the net advisory fee Invesco receives on the Uninvested
Cash (defined below) from the Affiliated Money Market Fund (defined
below) in which the Investing Fund invests (the "Waiver").
i. Invesco's Fund Accounting Group will calculate, and apply, the
Waiver monthly, based upon the average investment of Uninvested
Cash made by the Investing Fund during the previous month in an
Affiliated Money Market Fund.
ii. The Waiver will not apply to those Investing Funds that do not
charge an advisory fee, either due to the terms of their advisory
agreement, or as a result of contractual or voluntary fee waivers.
iii.The Waiver will not apply to cash collateral for securities
lending.
For purposes of the paragraph above, the following terms shall have
the following meanings:
(a) "Affiliated Money Market Fund" - any existing or future Trust that
holds itself out as a money market fund and complies with
Rule 2a-7 under the Investment Company Act of 1940, as amended;
(b) "Investing Fund" - any Fund investing Cash Balances and/or Cash
Collateral in an Affiliated Money Market Fund; and
(c) "Uninvested Cash" - cash available and uninvested by a Trust that
may result from a variety of sources, including dividends or
interest received on portfolio securities,
<PAGE>
unsettled securities transactions, strategic reserves, matured
investments, proceeds from liquidation of investment securities,
dividend payments, or new investor capital.
2. Neither a Trust nor Invesco may remove or amend the Waiver to a
Trust's detriment prior to the Expiration Date without requesting and
receiving the approval of the Board of Trustee of the applicable
Fund's Trust to remove or amend such Waiver. Invesco will not have any
right to reimbursement of any amount so waived.
Subject to the foregoing paragraphs, Invesco agrees to review the
then-current waivers for each class of the Funds listed on the Exhibits on a
date prior to the Expiration Date to determine whether such waivers should be
amended, continued or terminated. The waivers will expire upon the Expiration
Date unless Invesco has agreed to continue them. The Exhibits will be amended
to reflect any such agreement.
It is expressly agreed that the obligations of the Trusts hereunder shall
not be binding upon any of the Trustees, shareholders, nominees, officers,
agents or employees of the Trusts personally, but shall only bind the assets
and property of the Funds, as provided in each Trust's Agreement and
Declaration of Trust. The execution and delivery of this Memorandum of
Agreement have been authorized by the Trustees of each Trust, and this
Memorandum of Agreement has been executed and delivered by an authorized
officer of each Trust acting as such; neither such authorization by such
Trustees nor such execution and delivery by such officer shall be deemed to
have been made by any of them individually or to impose any liability on any of
them personally, but shall bind only the assets and property of the Funds, as
provided in each Trust's Agreement and Declaration of Trust.
IN WITNESS WHEREOF, each of the Trusts, on behalf of itself and its Funds
listed in Exhibit A and B to this Memorandum of Agreement, and Invesco have
entered into this Memorandum of Agreement as of the Effective Date on the
attached Exhibits.
AIM COUNSELOR SERIES TRUST (INVESCO INVESCO BOND FUND
COUNSELOR SERIES TRUST) INVESCO CALIFORNIA VALUE MUNICIPAL
AIM EQUITY FUNDS (INVESCO EQUITY FUNDS) INCOME TRUST
AIM FUNDS GROUP (INVESCO FUNDS GROUP) INVESCO DYNAMIC CREDIT OPPORTUNITIES
AIM GROWTH SERIES (INVESCO GROWTH FUND
SERIES) INVESCO EXCHANGE FUND
AIM INTERNATIONAL MUTUAL FUNDS (INVESCO INVESCO HIGH INCOME TRUST II
INTERNATIONAL MUTUAL FUNDS) INVESCO MANAGEMENT TRUST
AIM INVESTMENT FUNDS (INVESCO INVESCO MUNICIPAL INCOME OPPORTUNITIES
INVESTMENT FUNDS) TRUST
AIM INVESTMENT SECURITIES FUNDS INVESCO MUNICIPAL OPPORTUNITY TRUST
(INVESCO INVESTMENT SECURITIES FUNDS) INVESCO MUNICIPAL TRUST
AIM SECTOR FUNDS (INVESCO SECTOR INVESCO PENNSYLVANIA VALUE MUNICIPAL
FUNDS) INCOME TRUST
AIM TAX-EXEMPT FUNDS (INVESCO TAX- INVESCO QUALITY MUNICIPAL INCOME TRUST
EXEMPT FUNDS) INVESCO SECURITIES TRUST
AIM TREASURER'S SERIES TRUST (INVESCO INVESCO SENIOR INCOME TRUST
TREASURER'S SERIES TRUST) INVESCO TRUST FOR INVESTMENT GRADE
AIM VARIABLE INSURANCE FUNDS (INVESCO MUNICIPALS
VARIABLE INSURANCE FUNDS) INVESCO TRUST FOR INVESTMENT GRADE
INVESCO ADVANTAGE MUNICIPAL INCOME NEW YORK MUNICIPALS
TRUST II INVESCO VALUE MUNICIPAL INCOME TRUST
on behalf of the Funds listed in the Exhibit
to this Memorandum of Agreement
By: /s/ John M. Zerr
--------------------------------------
Title: Senior Vice President
INVESCO ADVISERS, INC.
By: /s/ John M. Zerr
--------------------------------------
Title: Senior Vice President
<PAGE>
EXHIBIT A TO ADVISORY FEE MOA
<TABLE>
<CAPTION>
AIM COUNSELOR
SERIES TRUST
(INVESCO COUNSELOR
SERIES TRUST) WAIVER DESCRIPTION EFFECTIVE DATE EXPIRATION DATE
------------------ ------------------------------------- -------------- ---------------
<C> <S> <C> <C>
Invesco Strategic Real Invesco will waive advisory fees in
Return Fund an amount equal to the advisory fees
earned on underlying affiliated
investments 4/30/2014 06/30/2018
AIM INVESTMENT
FUNDS (INVESCO
INVESTMENT FUNDS WAIVER DESCRIPTION EFFECTIVE DATE EXPIRATION DATE
---------------- ------------------------------------- -------------- ---------------
Invesco Balanced-Risk Invesco will waive advisory fees in
Commodity Strategy an amount equal to the advisory fees
Fund earned on underlying affiliated
investments 02/24/15 06/30/2018
Invesco Global Targeted Invesco will waive advisory fees in
Returns Fund an amount equal to the advisory fees
earned on underlying affiliated
investments 12/17/2013 06/30/2018
Invesco Strategic Invesco will waive advisory fees in
Income Fund an amount equal to the advisory fees
earned on underlying affiliated
investments 5/2/2014 06/30/2018
Invesco Unconstrained Invesco will waive advisory fees in
Bond Fund an amount equal to the advisory fees
earned on underlying affiliated
investments 10/14/2014 06/30/2018
AIM TREASURER'S
SERIES TRUST
(INVESCO TREASURER'S
SERIES TRUST) WAIVER DESCRIPTION EFFECTIVE DATE EXPIRATION DATE
-------------------- ------------------------------------- -------------- ---------------
Premier Portfolio Invesco will waive advisory fees in
the amount of 0.07% of the Fund's
average daily net assets 2/1/2011 12/31/2016
Premier U.S. Invesco will waive advisory fees in
Government Money the amount of 0.07% of the Fund's
Portfolio average daily net assets 2/1/2011 12/31/2016
Premier Tax-Exempt Invesco will waive advisory fees in
Portfolio the amount of 0.05% of the Fund's
average daily net assets 06/01/2016 05/31/2017
</TABLE>
<PAGE>
EXHIBIT "B"
AIM COUNSELOR SERIES TRUST (INVESCO COUNSELOR SERIES TRUST)
<TABLE>
<CAPTION>
PORTFOLIO EFFECTIVE DATE COMMITTED UNTIL
--------- ------------------ ---------------
<S> <C> <C>
Invesco American Franchise Fund February 12, 2010 June 30, 2018
Invesco California Tax-Free Income Fund February 12, 2010 June 30, 2018
Invesco Core Plus Bond Fund June 2, 2009 June 30, 2018
Invesco Equally-Weighted S&P 500 Fund February 12, 2010 June 30, 2018
Invesco Equity and Income Fund February 12, 2010 June 30, 2018
Invesco Floating Rate Fund July 1, 2007 June 30, 2018
Invesco Global Real Estate Income Fund July 1, 2007 June 30, 2018
Invesco Growth and Income Fund February 12, 2010 June 30, 2018
Invesco Low Volatility Equity Yield Fund July 1, 2007 June 30, 2018
Invesco Pennsylvania Tax Free Income Fund February 12, 2010 June 30, 2018
Invesco S&P 500 Index Fund February 12, 2010 June 30, 2018
Invesco Short Duration High Yield Municipal Fund September 30, 2015 June 30, 2018
Invesco Small Cap Discovery Fund February 12, 2010 June 30, 2018
Invesco Strategic Real Return Fund April 30, 2014 June 30, 2018
</TABLE>
AIM EQUITY FUNDS (INVESCO EQUITY FUNDS)
<TABLE>
<CAPTION>
PORTFOLIO EFFECTIVE DATE COMMITTED UNTIL
--------- -------------- ---------------
<S> <C> <C>
Invesco Charter Fund July 1, 2007 June 30, 2018
Invesco Diversified Dividend Fund July 1, 2007 June 30, 2018
Invesco Summit Fund July 1, 2007 June 30, 2018
</TABLE>
AIM FUNDS GROUP (INVESCO FUNDS GROUP)
<TABLE>
<CAPTION>
FUND EFFECTIVE DATE COMMITTED UNTIL
---- -------------- ---------------
<S> <C> <C>
Invesco European Small Company Fund July 1, 2007 June 30, 2018
Invesco Global Core Equity Fund July 1, 2007 June 30, 2018
Invesco International Small Company Fund July 1, 2007 June 30, 2018
Invesco Small Cap Equity Fund July 1, 2007 June 30, 2018
</TABLE>
AIM GROWTH SERIES (INVESCO GROWTH SERIES)
<TABLE>
<CAPTION>
FUND EFFECTIVE DATE COMMITTED UNTIL
---- ----------------- ---------------
<S> <C> <C>
Invesco Alternative Strategies Fund October 14, 2014 June 30, 2018
Invesco Convertible Securities Fund February 12, 2010 June 30, 2018
Invesco Global Low Volatility Equity Yield Fund July 1, 2007 June 30, 2018
Invesco Mid Cap Core Equity Fund July 1, 2007 June 30, 2018
Invesco Multi-Asset Inflation Fund October 14, 2014 June 30, 2018
Invesco Small Cap Growth Fund July 1, 2007 June 30, 2018
Invesco U.S. Mortgage Fund February 12, 2010 June 30, 2018
</TABLE>
AIM INTERNATIONAL MUTUAL FUNDS (INVESCO INTERNATIONAL MUTUAL FUNDS)
<TABLE>
<CAPTION>
FUND EFFECTIVE DATE COMMITTED UNTIL
---- ----------------- ---------------
<S> <C> <C>
Invesco Asia Pacific Growth Fund July 1, 2007 June 30, 2018
Invesco European Growth Fund July 1, 2007 June 30, 2018
Invesco Global Growth Fund July 1, 2007 June 30, 2018
Invesco Global Opportunities Fund August 3, 2012 June 30, 2018
Invesco Global Small & Mid Cap Growth Fund July 1, 2007 June 30, 2018
Invesco Global Sustainable Equity Fund June 30, 2016 June 30, 2018
Invesco International Companies Fund December 21, 2015 June 30, 2018
Invesco International Core Equity Fund July 1, 2007 June 30, 2018
Invesco International Growth Fund July 1, 2007 June 30, 2018
Invesco Select Opportunities Fund August 3, 2012 June 30, 2018
</TABLE>
<PAGE>
AIM INVESTMENT FUNDS (INVESCO INVESTMENT FUNDS)
<TABLE>
<CAPTION>
FUND EFFECTIVE DATE COMMITTED UNTIL
---- ------------------ ---------------
<S> <C> <C>
Invesco All Cap Market Neutral Fund December 17, 2013 June 30, 2018
Invesco Balanced-Risk Allocation Fund/1/ May 29, 2009 June 30, 2018
Invesco Balanced-Risk Commodity Strategy Fund/2/ November 29, 2010 June 30, 2018
Invesco Developing Markets Fund July 1, 2007 June 30, 2018
Invesco Emerging Markets Equity Fund May 11, 2011 June 30, 2018
Invesco Emerging Markets Flexible Bond Fund/3/ June 14, 2010 June 30, 2018
Invesco Endeavor Fund July 1, 2007 June 30, 2018
Invesco Global Health Care Fund July 1, 2007 June 30, 2018
Invesco Global Infrastructure Fund May 2, 2014 June 30, 2018
Invesco Global Market Neutral Fund December 17, 2013 June 30, 2018
Invesco Global Markets Strategy Fund/4/ September 25, 2012 June 30, 2018
Invesco Global Targeted Returns Fund/5/ December 17, 2013 June 30, 2018
Invesco Greater China Fund July 1, 2007 June 30, 2018
Invesco International Total Return Fund July 1, 2007 June 30, 2018
Invesco Long/Short Equity Fund December 17, 2013 June 30, 2018
Invesco Low Volatility Emerging Markets Fund December 17, 2013 June 30, 2018
Invesco Macro International Equity Fund December 17, 2013 June 30, 2018
Invesco Macro Long/Short Fund December 17, 2013 June 30, 2018
Invesco MLP Fund August 29, 2014 June 30, 2018
Invesco Pacific Growth Fund February 12, 2010 June 30, 2018
Invesco Premium Income Fund/6/ December 13, 2011 June 30, 2018
Invesco Select Companies Fund July 1, 2007 June 30, 2018
Invesco Strategic Income Fund May 2, 2014 June 30, 2018
Invesco Unconstrained Bond Fund October 14, 2014 June 30, 2018
</TABLE>
AIM INVESTMENT SECURITIES FUNDS (INVESCO INVESTMENT SECURITIES FUNDS)
<TABLE>
<CAPTION>
FUND EFFECTIVE DATE COMMITTED UNTIL
---- ----------------- ---------------
<S> <C> <C>
Invesco Corporate Bond Fund February 12, 2010 June 30, 2018
Invesco Global Real Estate Fund July 1, 2007 June 30, 2018
Invesco Government Money Market Fund July 1, 2007 June 30, 2018
Invesco High Yield Fund July 1, 2007 June 30, 2018
Invesco Real Estate Fund July 1, 2007 June 30, 2018
Invesco Short Duration Inflation Protected Fund July 1, 2007 June 30, 2018
Invesco Short Term Bond Fund July 1, 2007 June 30, 2018
Invesco U.S. Government Fund July 1, 2007 June 30, 2018
</TABLE>
--------
/1/ Advisory fees to be waived by Invesco for Invesco Balanced-Risk Allocation
Fund also include advisory fees that Invesco receives on the Uninvested
Cash from the Affiliated Money Market Fund in which Invesco Cayman
Commodity Fund I, Ltd. invests.
2 Advisory fees to be waived by Invesco for Invesco Balanced-Risk Commodity
Strategy Fund also include advisory fees that Invesco receives on the
Uninvested Cash from the Affiliated Money Market Fund in which Invesco
Cayman Commodity Fund III, Ltd. invests.
3 Advisory fees to be waived by Invesco for Invesco Emerging Markets
Flexible Bond Fund also include advisory fees that Invesco receives on the
Uninvested Cash from the Affiliated Money Market Fund in which Invesco
Emerging Markets Flexible Bond Cayman, Ltd. invests.
4 Advisory fees to be waived by Invesco for Invesco Global Markets Strategy
Fund also include advisory fees that Invesco receives on the Uninvested
Cash from the Affiliated Money Market Fund in which Invesco Cayman
Commodity Fund V, Ltd. invests.
5 Advisory fees to be waived by Invesco for Invesco Global Targeted Returns
Fund also include advisory fees that Invesco receives on the Uninvested
Cash from the Affiliated Money Market Fund in which Invesco Cayman
Commodity Fund VII, Ltd. invests.
6 Advisory fees to be waived by Invesco for Invesco Premium Income Fund also
include advisory fees that Invesco receives on the Uninvested Cash from
the Affiliated Money Market Fund in which Invesco Premium Income Cayman,
Ltd. invests.
<PAGE>
AIM SECTOR FUNDS (INVESCO SECTOR FUNDS)
<TABLE>
<CAPTION>
FUND EFFECTIVE DATE COMMITTED UNTIL
---- ----------------- ---------------
<S> <C> <C>
Invesco American Value Fund February 12, 2010 June 30, 2018
Invesco Comstock Fund February 12, 2010 June 30, 2018
Invesco Energy Fund July 1, 2007 June 30, 2018
Invesco Dividend Income Fund July 1, 2007 June 30, 2018
Invesco Gold & Precious Metals Fund July 1, 2007 June 30, 2018
Invesco Mid Cap Growth Fund February 12, 2010 June 30, 2018
Invesco Small Cap Value Fund February 12, 2010 June 30, 2018
Invesco Technology Fund July 1, 2007 June 30, 2018
Invesco Technology Sector Fund February 12, 2010 June 30, 2018
Invesco Value Opportunities Fund February 12, 2010 June 30, 2018
</TABLE>
AIM TAX-EXEMPT FUNDS (INVESCO TAX-EXEMPT FUNDS)
<TABLE>
<CAPTION>
FUND EFFECTIVE DATE COMMITTED UNTIL
---- ----------------- ---------------
<S> <C> <C>
Invesco High Yield Municipal Fund February 12, 2010 June 30, 2018
Invesco Intermediate Term Municipal Income Fund February 12, 2010 June 30, 2018
Invesco Municipal Income Fund February 12, 2010 June 30, 2018
Invesco New York Tax Free Income Fund February 12, 2010 June 30, 2018
Invesco Tax-Exempt Cash Fund July 1, 2007 June 30, 2018
Invesco Limited Term Municipal Income Fund July 1, 2007 June 30, 2018
</TABLE>
AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)
<TABLE>
<CAPTION>
FUND EFFECTIVE DATE COMMITTED UNTIL
---- ----------------- ---------------
<S> <C> <C>
Invesco V.I. American Franchise Fund February 12, 2010 June 30, 2018
Invesco V.I. American Value Fund February 12, 2010 June 30, 2018
Invesco V.I. Balanced-Risk Allocation Fund/7/ December 22, 2010 June 30, 2018
Invesco V.I. Comstock Fund February 12, 2010 June 30, 2018
Invesco V.I. Core Equity Fund July 1, 2007 June 30, 2018
Invesco V.I. Core Plus Bond Fund April 30, 2015 June 30, 2018
Invesco V.I. Diversified Dividend Fund February 12, 2010 June 30, 2018
Invesco V.I. Equally-Weighted S&P 500 Fund February 12, 2010 June 30, 2018
Invesco V.I. Equity and Income Fund February 12, 2010 June 30, 2018
Invesco V.I. Global Core Equity Fund February 12, 2010 June 30, 2018
Invesco V.I. Global Health Care Fund July 1, 2007 June 30, 2018
Invesco V.I. Global Real Estate Fund July 1, 2007 June 30, 2018
Invesco V.I. Government Money Market Fund July 1, 2007 June 30, 2018
Invesco V.I. Government Securities Fund July 1, 2007 June 30, 2018
Invesco V.I. Growth and Income Fund February 12, 2010 June 30, 2018
Invesco V.I. High Yield Fund July 1, 2007 June 30, 2018
Invesco V.I. International Growth Fund July 1, 2007 June 30, 2018
Invesco V.I. Managed Volatility Fund July 1, 2007 June 30, 2018
Invesco V.I. Mid Cap Core Equity Fund July 1, 2007 June 30, 2018
Invesco V.I. Mid Cap Growth Fund February 12, 2010 June 30, 2018
Invesco V.I. S&P 500 Index Fund February 12, 2010 June 30, 2018
Invesco V.I. Small Cap Equity Fund July 1, 2007 June 30, 2018
Invesco V.I. Technology Fund July 1, 2007 June 30, 2018
Invesco V.I. Value Opportunities Fund July 1, 2007 June 30, 2018
</TABLE>
/7/ Advisory fees to be waived by Invesco for Invesco V.I. Balanced-Risk
Allocation Fund also include advisory fees that Invesco receives on the
Uninvested Cash from the Affiliated Money Market Fund in which Invesco
Cayman Commodity Fund IV, Ltd. invests.
<PAGE>
INVESCO EXCHANGE FUND
<TABLE>
<CAPTION>
FUND EFFECTIVE DATE COMMITTED UNTIL
---- ------------------ ---------------
<S> <C> <C>
Invesco Exchange Fund September 30, 2015 June 30, 2018
</TABLE>
INVESCO SECURITIES TRUST
<TABLE>
<CAPTION>
FUND EFFECTIVE DATE COMMITTED UNTIL
---- ---------------- ---------------
<S> <C> <C>
Invesco Balanced-Risk Aggressive Allocation Fund/8/ January 16, 2013 June 30, 2018
</TABLE>
INVESCO MANAGEMENT TRUST
<TABLE>
<CAPTION>
FUND EFFECTIVE DATE COMMITTED UNTIL
---- -------------- ---------------
<S> <C> <C>
Invesco Conservative Income Fund July 1, 2014 June 30, 2018
</TABLE>
CLOSED-END FUNDS
<TABLE>
<CAPTION>
FUND EFFECTIVE DATE COMMITTED UNTIL
---- --------------- ---------------
<S> <C> <C>
Invesco Advantage Municipal Income Trust II May 15, 2012 June 30, 2018
Invesco Bond Fund August 26, 2015 June 30, 2018
Invesco California Value Municipal Income Trust May 15, 2012 June 30, 2018
Invesco Dynamic Credit Opportunities Fund May 15, 2012 June 30, 2018
Invesco High Income Trust II May 15, 2012 June 30, 2018
Invesco Municipal Income Opportunities Trust August 26, 2015 June 30, 2018
Invesco Municipal Opportunity Trust May 15, 2012 June 30, 2018
Invesco Municipal Trust May 15, 2012 June 30, 2018
Invesco Pennsylvania Value Municipal Income Trust May 15, 2012 June 30, 2018
Invesco Quality Municipal Income Trust August 26, 2015 June 30, 2018
Invesco Senior Income Trust May 15, 2012 June 30, 2018
Invesco Trust for Investment Grade Municipals May 15, 2012 June 30, 2018
Invesco Trust for Investment Grade New York Municipals May 15, 2012 June 30, 2018
Invesco Value Municipal Income Trust June 1, 2010 June 30, 2018
</TABLE>
/8/ Advisory fees to be waived by Invesco for Invesco Balanced-Risk Aggressive
Allocation Fund also include advisory fees that Invesco receives on the
Uninvested Cash from the Affiliated Money Market Fund in which Invesco
Cayman Commodity Fund VI, Ltd. invests.
<PAGE>
Sub-Item 77Q1(e)
MEMORANDUM OF AGREEMENT
(EXPENSE LIMITATIONS)
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 California Value Municipal Trust,
Invesco Management Trust, Invesco Quality Municipal Income 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 behalf of its respective classes as applicable,
severally and not jointly, as indicated in the attached Exhibits.
For and in consideration of the mutual terms and agreements set forth herein
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the Trusts and Invesco agree as follows:
For the Contractual Limits (listed in Exhibits A - D), Invesco agrees until
at least the expiration date set forth on the attached Exhibits A - D (the
"Expiration Date") that Invesco will waive its fees or reimburse expenses to
the extent that expenses of a class of a Fund (excluding (i) interest;
(ii) taxes; (iii) dividend expense on short sales; (iv) extraordinary or
non-routine items, including litigation expenses; and (v) expenses that each
Fund has incurred but did not actually pay because of an expense offset
arrangement, if applicable) exceed the rate, on an annualized basis, set forth
on the Exhibits of the average daily net assets allocable to such class.
Acquired fund fees and expenses are not fees or expenses incurred by a fund
directly but are expenses of the investment companies in which a fund
invests. These fees and expenses are incurred indirectly through the valuation
of a fund's investment in these investment companies. Acquired fund fees and
expenses are required to be disclosed and included in the total annual fund
operating expenses in the prospectus fee table. As a result, the net total
annual fund operating expenses shown in the prospectus fee table may exceed the
expense limits reflected in Exhibits A - D. Neither a Trust nor Invesco may
remove or amend the Contractual Limits to a Trust's detriment prior to the
Expiration Date without requesting and receiving the approval of the Board of
Trustees of the applicable Fund's Trust to remove or amend such Contractual
Limits. Invesco will not have any right to reimbursement of any amount so
waived or reimbursed.
For the Contractual Limits, Invesco agrees to review the then-current
expense limitations for each class of each Fund listed on the Exhibits on a
date prior to the Expiration Date to determine whether such limitations should
be amended, continued or terminated. The expense limitations will expire upon
the Expiration Date unless Invesco has agreed to continue them. The Exhibits
will be amended to reflect any such agreement.
For the Voluntary Limits (listed in Exhibits A - D), Invesco agrees that
these are not contractual in nature and that Invesco may establish, amend
and/or terminate such expense limitations at any time in its sole
discretion. Any delay or failure by Invesco to update this Memorandum of
Agreement with regards to the terminations, extensions, or expirations of the
Voluntary Limits shall have no effect on the term of such Voluntary
Limitations; the Voluntary Limitations are listed herein for informational
purposes only.
It is expressly agreed that the obligations of each Trust hereunder shall
not be binding upon any of the Trustees, shareholders, nominees, officers,
agents or employees of the Trusts personally, but shall only bind the assets
and property of each Fund, as provided in each Trust's Agreement and
Declaration of Trust. The execution and delivery of this Memorandum of
Agreement have been authorized by the Trustees of the Trusts, and this
Memorandum of Agreement has been executed and delivered by an authorized
officer of the Trusts acting as such; neither such authorization by such
Trustees nor such execution and delivery by such officer shall be deemed to
have been made by any of them individually or
<PAGE>
to impose any liability on any of them personally, but shall bind only the
assets and property of the Funds, as provided in each Trust's Agreement and
Declaration of Trust.
IN WITNESS WHEREOF, each of the Trusts and Invesco have entered into this
Memorandum of Agreement as of the Effective Dates on the attached Exhibits.
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 CALIFORNIA VALUE MUNICIPAL INCOME TRUST
INVESCO MANAGEMENT TRUST
INVESCO QUALITY MUNICIPAL INCOME TRUST
INVESCO SECURITIES TRUST
SHORT-TERM INVESTMENTS TRUST
on behalf of the Funds listed in the Exhibits
to this Memorandum of Agreement
By: /s/ John M. Zerr
--------------------------
Title: Senior Vice President
INVESCO ADVISERS, INC.
By: /s/ John M. Zerr
--------------------------
Title: Senior Vice President
2
<PAGE>
EXHIBIT "A" - RETAIL FUNDS/1/
AIM COUNSELOR SERIES TRUST (INVESCO COUNSELOR SERIES TRUST)
<TABLE>
<CAPTION>
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ ---------- ------------------ -----------------
<S> <C> <C> <C> <C>
Invesco American Franchise Fund
Class A Shares Contractual 2.00% July 1, 2013 June 30, 2017
Class B Shares Contractual 2.75% July 1, 2013 June 30, 2017
Class C Shares Contractual 2.75% July 1, 2013 June 30, 2017
Class R Shares Contractual 2.25% July 1, 2013 June 30, 2017
Class R5 Shares Contractual 1.75% July 1, 2013 June 30, 2017
Class R6 Shares Contractual 1.75% July 1, 2013 June 30, 2017
Class Y Shares Contractual 1.75% July 1, 2013 June 30, 2017
Invesco California Tax-Free Income Fund
Class A Shares Contractual 1.50% July 1, 2012 June 30, 2017
Class B Shares Contractual 2.00% July 1, 2012 June 30, 2017
Class C Shares Contractual 2.00% July 1, 2012 June 30, 2017
Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2017
Invesco Core Plus Bond Fund
Class A Shares Contractual 0.86% January 1, 2015 December 31, 2016
Class B Shares Contractual 1.61% January 1, 2015 December 31, 2016
Class C Shares Contractual 1.61% January 1, 2015 December 31, 2016
Class R Shares Contractual 1.11% January 1, 2015 December 31, 2016
Class R5 Shares Contractual 0.61% January 1, 2015 December 31, 2016
Class R6 Shares Contractual 0.61% January 1, 2015 December 31, 2016
Class Y Shares Contractual 0.61% January 1, 2015 December 31, 2016
Invesco Equally-Weighted S&P 500 Fund
Class A Shares Contractual 2.00% July 1, 2012 June 30, 2017
Class B Shares Contractual 2.75% July 1, 2012 June 30, 2017
Class C Shares Contractual 2.75% July 1, 2012 June 30, 2017
Class R Shares Contractual 2.25% July 1, 2012 June 30, 2017
Class R6 Shares Contractual 1.75% September 24, 2012 June 30, 2017
Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2017
Invesco Equity and Income Fund
Class A Shares Contractual 1.50% July 1, 2012 June 30, 2017
Class B Shares Contractual 2.25% July 1, 2012 June 30, 2017
Class C Shares Contractual 2.25% July 1, 2012 June 30, 2017
Class R Shares Contractual 1.75% July 1, 2012 June 30, 2017
Class R5 Shares Contractual 1.25% July 1, 2012 June 30, 2017
Class R6 Shares Contractual 1.25% September 24, 2012 June 30, 2017
Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2017
Invesco Floating Rate Fund
Class A Shares Contractual 1.50% April 14, 2006 June 30, 2017
Class C Shares Contractual 2.00% April 14, 2006 June 30, 2017
Class R Shares Contractual 1.75% April 14, 2006 June 30, 2017
Class R5 Shares Contractual 1.25% April 14, 2006 June 30, 2017
Class R6 Shares Contractual 1.25% September 24, 2012 June 30, 2017
Class Y Shares Contractual 1.25% October 3, 2008 June 30, 2017
Invesco Global Real Estate Income Fund
Class A Shares Contractual 2.00% July 1, 2009 June 30, 2017
Class B Shares Contractual 2.75% July 1, 2009 June 30, 2017
Class C Shares Contractual 2.75% July 1, 2009 June 30, 2017
Class R5 Shares Contractual 1.75% July 1, 2009 June 30, 2017
Class R6 Shares Contractual 1.75% September 24, 2012 June 30, 2017
Class Y Shares Contractual 1.75% July 1, 2009 June 30, 2017
</TABLE>
See page 17 for footnotes to Exhibit A.
3
<PAGE>
<TABLE>
<CAPTION>
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ --------------------- ------------------ -----------------
<S> <C> <C> <C> <C>
Invesco Growth and Income Fund
Class A Shares Contractual 2.00% July 1, 2012 June 30, 2017
Class B Shares Contractual 2.75% July 1, 2012 June 30, 2017
Class C Shares Contractual 2.75% July 1, 2012 June 30, 2017
Class R Shares Contractual 2.25% July 1, 2012 June 30, 2017
Class R5 Shares Contractual 1.75% July 1, 2012 June 30, 2017
Class R6 Shares Contractual 1.75% September 24, 2012 June 30, 2017
Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2017
Invesco Low Volatility Equity Yield Fund
Class A Shares Contractual 2.00% July 1, 2012 June 30, 2017
Class B Shares Contractual 2.75% July 1, 2012 June 30, 2017
Class C Shares Contractual 2.75% July 1, 2012 June 30, 2017
Class R Shares Contractual 2.25% July 1, 2012 June 30, 2017
Class R5 Shares Contractual 1.75% July 1, 2012 June 30, 2017
Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2017
Investor Class Shares Contractual 2.00% July 1, 2012 June 30, 2017
Invesco Pennsylvania Tax Free Income Fund
Class A Shares Contractual 1.50% July 1, 2012 June 30, 2017
Class B Shares Contractual 2.25% July 1, 2012 June 30, 2017
Class C Shares Contractual 2.25% July 1, 2012 June 30, 2017
Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2017
Invesco S&P 500 Index Fund
Class A Shares Contractual 2.00% July 1, 2012 June 30, 2017
Class B Shares Contractual 2.75% July 1, 2012 June 30, 2017
Class C Shares Contractual 2.75% July 1, 2012 June 30, 2017
Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2017
Invesco Short Duration High Yield
Municipal Fund
Class A Shares Contractual 0.79% September 30, 2015 December 31, 2016
Class C Shares Contractual 1.54% September 30, 2015 December 31, 2016
Class R5 Shares Contractual 0.54% September 30, 2015 December 31, 2016
Class Y Shares Contractual 0.54% September 30, 2015 December 31, 2016
Invesco Small Cap Discovery Fund
Class A Shares Contractual 2.00% July 1, 2012 June 30, 2017
Class B Shares Contractual 2.75% July 1, 2012 June 30, 2017
Class C Shares Contractual 2.75% July 1, 2012 June 30, 2017
Class R5 Shares Contractual 1.75% September 24, 2012 June 30, 2017
Class R6 Shares Contractual 1.75% September 24, 2012 June 30, 2017
Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2017
Invesco Strategic Real Return Fund
Class A Shares Contractual 0.82% less net AFFE* April 30, 2014 December 31, 2016
Class C Shares Contractual 1.57% less net AFFE* April 30, 2014 December 31, 2016
Class R Shares Contractual 1.07% less net AFFE* April 30, 2014 December 31, 2016
Class R5 Shares Contractual 0.57% less net AFFE* April 30, 2014 December 31, 2016
Class R6 Shares Contractual 0.57% less net AFFE* April 30, 2014 December 31, 2016
Class Y Shares Contractual 0.57% less net AFFE* April 30, 2014 December 31, 2016
</TABLE>
See page 17 for footnotes to Exhibit A.
4
<PAGE>
AIM EQUITY FUNDS (INVESCO EQUITY FUNDS)
<TABLE>
<CAPTION>
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ ---------- ------------------ -------------
<S> <C> <C> <C> <C>
Invesco Charter Fund
Class A Shares Contractual 2.00% July 1, 2009 June 30, 2017
Class B Shares Contractual 2.75% July 1, 2009 June 30, 2017
Class C Shares Contractual 2.75% July 1, 2009 June 30, 2017
Class R Shares Contractual 2.25% July 1, 2009 June 30, 2017
Class R5 Shares Contractual 1.75% July 1, 2009 June 30, 2017
Class R6 Shares Contractual 1.75% September 24, 2012 June 30, 2017
Class S Shares Contractual 1.90% September 25, 2009 June 30, 2017
Class Y Shares Contractual 1.75% July 1, 2009 June 30, 2017
Invesco Diversified Dividend Fund
Class A Shares Contractual 2.00% July 1, 2013 June 30, 2017
Class B Shares Contractual 2.75% July 1, 2013 June 30, 2017
Class C Shares Contractual 2.75% July 1, 2013 June 30, 2017
Class R Shares Contractual 2.25% July 1, 2013 June 30, 2017
Class R5 Shares Contractual 1.75% July 1, 2013 June 30, 2017
Class R6 Shares Contractual 1.75% July 1, 2013 June 30, 2017
Class Y Shares Contractual 1.75% July 1, 2013 June 30, 2017
Investor Class Shares Contractual 2.00% July 1, 2013 June 30, 2017
Invesco Summit Fund
Class A Shares Contractual 2.00% July 1, 2009 June 30, 2017
Class B Shares Contractual 2.75% July 1, 2009 June 30, 2017
Class C Shares Contractual 2.75% July 1, 2009 June 30, 2017
Class P Shares Contractual 1.85% July 1, 2009 June 30, 2017
Class R5 Shares Contractual 1.75% July 1, 2009 June 30, 2017
Class S Shares Contractual 1.90% September 25, 2009 June 30, 2017
Class Y Shares Contractual 1.75% July 1, 2009 June 30, 2017
</TABLE>
AIM FUNDS GROUP (INVESCO FUNDS GROUP)
<TABLE>
<CAPTION>
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ ---------- ------------------ -------------
<S> <C> <C> <C> <C>
Invesco European Small Company Fund
Class A Shares Contractual 2.25% July 1, 2009 June 30, 2017
Class B Shares Contractual 3.00% July 1, 2009 June 30, 2017
Class C Shares Contractual 3.00% July 1, 2009 June 30, 2017
Class Y Shares Contractual 2.00% July 1, 2009 June 30, 2017
Invesco Global Core Equity Fund
Class A Shares Contractual 2.25% July 1, 2013 June 30, 2017
Class B Shares Contractual 3.00% July 1, 2013 June 30, 2017
Class C Shares Contractual 3.00% July 1, 2013 June 30, 2017
Class R Shares Contractual 2.50% July 1, 2013 June 30, 2017
Class R5 Shares Contractual 2.00% July 1, 2013 June 30, 2017
Class Y Shares Contractual 2.00% July 1, 2013 June 30, 2017
Invesco International Small Company Fund
Class A Shares Contractual 2.25% July 1, 2009 June 30, 2017
Class B Shares Contractual 3.00% July 1, 2009 June 30, 2017
Class C Shares Contractual 3.00% July 1, 2009 June 30, 2017
Class R5 Shares Contractual 2.00% July 1, 2009 June 30, 2017
Class R6 Shares Contractual 2.00% September 24, 2012 June 30, 2017
Class Y Shares Contractual 2.00% July 1, 2009 June 30, 2017
</TABLE>
See page 17 for footnotes to Exhibit A.
5
<PAGE>
<TABLE>
<CAPTION>
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ ---------- ------------------ -------------
<S> <C> <C> <C> <C>
Invesco Small Cap Equity Fund
Class A Shares Contractual 2.00% July 1, 2009 June 30, 2017
Class B Shares Contractual 2.75% July 1, 2009 June 30, 2017
Class C Shares Contractual 2.75% July 1, 2009 June 30, 2017
Class R Shares Contractual 2.25% July 1, 2009 June 30, 2017
Class R5 Shares Contractual 1.75% July 1, 2009 June 30, 2017
Class R6 Shares Contractual 1.75% September 24, 2012 June 30, 2017
Class Y Shares Contractual 1.75% July 1, 2009 June 30, 2017
</TABLE>
AIM GROWTH SERIES (INVESCO GROWTH SERIES)
<TABLE>
<CAPTION>
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ --------------------- ------------------ --------------
<S> <C> <C> <C> <C>
Invesco Alternative Strategies Fund
Class A Shares Contractual 1.75% less net AFFE* October 14, 2014 April 30, 2017
Class C Shares Contractual 2.50% less net AFFE* October 14, 2014 April 30, 2017
Class R Shares Contractual 2.00% less net AFFE* October 14, 2014 April 30, 2017
Class R5 Shares Contractual 1.50% less net AFFE* October 14, 2014 April 30, 2017
Class R6 Shares Contractual 1.50% less net AFFE* October 14, 2014 April 30, 2017
Class Y Shares Contractual 1.50% less net AFFE* October 14, 2014 April 30, 2017
Invesco Balanced-Risk Retirement 2020 Fund
Class A Shares Contractual 0.25% November 4, 2009 April 30, 2017
Class AX Shares Contractual 0.25% February 12, 2010 April 30, 2017
Class B Shares Contractual 1.00% November 4, 2009 April 30, 2017
Class C Shares Contractual 1.00% November 4, 2009 April 30, 2017
Class CX Shares Contractual 1.00% February 12, 2010 April 30, 2017
Class R Shares Contractual 0.50% November 4, 2009 April 30, 2017
Class R5 Shares Contractual 0.00% November 4, 2009 April 30, 2017
Class R6 Shares Contractual 0.00% September 24, 2012 April 30, 2017
Class RX Shares Contractual 0.50% February 12, 2010 April 30, 2017
Class Y Shares Contractual 0.00% November 4, 2009 April 30, 2017
Invesco Balanced-Risk Retirement 2030 Fund
Class A Shares Contractual 0.25% November 4, 2009 April 30, 2017
Class AX Shares Contractual 0.25% February 12, 2010 April 30, 2017
Class B Shares Contractual 1.00% November 4, 2009 April 30, 2017
Class C Shares Contractual 1.00% November 4, 2009 April 30, 2017
Class CX Shares Contractual 1.00% February 12, 2010 April 30, 2017
Class R Shares Contractual 0.50% November 4, 2009 April 30, 2017
Class R5 Shares Contractual 0.00% November 4, 2009 April 30, 2017
Class R6 Shares Contractual 0.00% September 24, 2012 April 30, 2017
Class RX Shares Contractual 0.50% February 12, 2010 April 30, 2017
Class Y Shares Contractual 0.00% November 4, 2009 April 30, 2017
Invesco Balanced-Risk Retirement 2040 Fund
Class A Shares Contractual 0.25% November 4, 2009 April 30, 2017
Class AX Shares Contractual 0.25% February 12, 2010 April 30, 2017
Class B Shares Contractual 1.00% November 4, 2009 April 30, 2017
Class C Shares Contractual 1.00% November 4, 2009 April 30, 2017
Class CX Shares Contractual 1.00% February 12, 2010 April 30, 2017
Class R Shares Contractual 0.50% November 4, 2009 April 30, 2017
Class R5 Shares Contractual 0.00% November 4, 2009 April 30, 2017
Class R6 Shares Contractual 0.00% September 24, 2012 April 30, 2017
Class RX Shares Contractual 0.50% February 12, 2010 April 30, 2017
Class Y Shares Contractual 0.00% November 4, 2009 April 30, 2017
</TABLE>
See page 17 for footnotes to Exhibit A.
6
<PAGE>
<TABLE>
<CAPTION>
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ ---------- ------------------ --------------
<S> <C> <C> <C> <C>
Invesco Balanced-Risk Retirement 2050 Fund
Class A Shares Contractual 0.25% November 4, 2009 April 30, 2017
Class AX Shares Contractual 0.25% February 12, 2010 April 30, 2017
Class B Shares Contractual 1.00% November 4, 2009 April 30, 2017
Class C Shares Contractual 1.00% November 4, 2009 April 30, 2017
Class CX Shares Contractual 1.00% February 12, 2010 April 30, 2017
Class R Shares Contractual 0.50% November 4, 2009 April 30, 2017
Class R5 Shares Contractual 0.00% November 4, 2009 April 30, 2017
Class R6 Shares Contractual 0.00% September 24, 2012 April 30, 2017
Class RX Shares Contractual 0.50% February 12, 2010 April 30, 2017
Class Y Shares Contractual 0.00% November 4, 2009 April 30, 2017
Invesco Balanced-Risk Retirement Now Fund
Class A Shares Contractual 0.25% November 4, 2009 April 30, 2017
Class AX Shares Contractual 0.25% February 12, 2010 April 30, 2017
Class B Shares Contractual 1.00% November 4, 2009 April 30, 2017
Class C Shares Contractual 1.00% November 4, 2009 April 30, 2017
Class CX Shares Contractual 1.00% February 12, 2010 April 30, 2017
Class R Shares Contractual 0.50% November 4, 2009 April 30, 2017
Class R5 Shares Contractual 0.00% November 4, 2009 April 30, 2017
Class R6 Shares Contractual 0.00% September 24, 2012 April 30, 2017
Class RX Shares Contractual 0.50% February 12, 2010 April 30, 2017
Class Y Shares Contractual 0.00% November 4, 2009 April 30, 2017
Invesco Conservative Allocation Fund
Class A Shares Contractual 1.50% July 1, 2012 June 30, 2017
Class B Shares Contractual 2.25% July 1, 2012 June 30, 2017
Class C Shares Contractual 2.25% July 1, 2012 June 30, 2017
Class R Shares Contractual 1.75% July 1, 2012 June 30, 2017
Class R5 Shares Contractual 1.25% July 1, 2012 June 30, 2017
Class S Shares Contractual 1.40% July 1, 2012 June 30, 2017
Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2017
Invesco Convertible Securities Fund
Class A Shares Contractual 1.50% July 1, 2012 June 30, 2017
Class B Shares Contractual 2.25% July 1, 2012 June 30, 2017
Class C Shares Contractual 2.25% July 1, 2012 June 30, 2017
Class R5 Shares Contractual 1.25% July 1, 2012 June 30, 2017
Class R6 Shares Contractual 1.25% September 24, 2012 June 30, 2017
Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2017
Invesco Global Low Volatility Equity Yield Fund
Class A Shares Contractual 2.00% May 1, 2016 June 30, 2017
Class B Shares Contractual 2.75% May 1, 2016 June 30, 2017
Class C Shares Contractual 2.75% May 1, 2016 June 30, 2017
Class R Shares Contractual 2.25% May 1, 2016 June 30, 2017
Class R5 Shares Contractual 1.75% May 1, 2016 June 30, 2017
Class Y Shares Contractual 1.75% May 1, 2016 June 30, 2017
Invesco Growth Allocation Fund
Class A Shares Contractual 2.00% July 1, 2012 June 30, 2017
Class B Shares Contractual 2.75% July 1, 2012 June 30, 2017
Class C Shares Contractual 2.75% July 1, 2012 June 30, 2017
Class R Shares Contractual 2.25% July 1, 2012 June 30, 2017
Class R5 Shares Contractual 1.75% July 1, 2012 June 30, 2017
Class S Shares Contractual 1.90% July 1, 2012 June 30, 2017
Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2017
</TABLE>
See page 17 for footnotes to Exhibit A.
7
<PAGE>
<TABLE>
<CAPTION>
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ --------------------- ------------------ --------------
<S> <C> <C> <C> <C>
Invesco Income Allocation Fund
Class A Shares Contractual 0.25% May 1, 2012 April 30, 2017
Class B Shares Contractual 1.00% May 1, 2012 April 30, 2017
Class C Shares Contractual 1.00% May 1, 2012 April 30, 2017
Class R Shares Contractual 0.50% May 1, 2012 April 30, 2017
Class R5 Shares Contractual 0.00% May 1, 2012 April 30, 2017
Class Y Shares Contractual 0.00% May 1, 2012 April 30, 2017
Invesco International Allocation Fund
Class A Shares Contractual 2.25% May 1, 2012 June 30, 2017
Class B Shares Contractual 3.00% May 1, 2012 June 30, 2017
Class C Shares Contractual 3.00% May 1, 2012 June 30, 2017
Class R Shares Contractual 2.50% May 1, 2012 June 30, 2017
Class R5 Shares Contractual 2.00% May 1, 2012 June 30, 2017
Class Y Shares Contractual 2.00% May 1, 2012 June 30, 2017
Invesco Mid Cap Core Equity Fund
Class A Shares Contractual 2.00% July 1, 2009 June 30, 2017
Class B Shares Contractual 2.75% July 1, 2009 June 30, 2017
Class C Shares Contractual 2.75% July 1, 2009 June 30, 2017
Class R Shares Contractual 2.25% July 1, 2009 June 30, 2017
Class R5 Shares Contractual 1.75% July 1, 2009 June 30, 2017
Class R6 Shares Contractual 1.75% September 24, 2012 June 30, 2017
Class Y Shares Contractual 1.75% July 1, 2009 June 30, 2017
Invesco Moderate Allocation Fund
Class A Shares Contractual 1.50% July 1, 2012 June 30, 2017
Class B Shares Contractual 2.25% July 1, 2012 June 30, 2017
Class C Shares Contractual 2.25% July 1, 2012 June 30, 2017
Class R Shares Contractual 1.75% July 1, 2012 June 30, 2017
Class R5 Shares Contractual 1.25% July 1, 2012 June 30, 2017
Class S Shares Contractual 1.40% July 1, 2012 June 30, 2017
Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2017
Invesco Multi-Asset Inflation Fund
Class A Shares Contractual 1.36% less net AFFE* October 14, 2014 April 30, 2017
Class C Shares Contractual 2.11% less net AFFE* October 14, 2014 April 30, 2017
Class R Shares Contractual 1.61% less net AFFE* October 14, 2014 April 30, 2017
Class R5 Shares Contractual 1.11% less net AFFE* October 14, 2014 April 30, 2017
Class R6 Shares Contractual 1.11% less net AFFE* October 14, 2014 April 30, 2017
Class Y Shares Contractual 1.11% less net AFFE* October 14, 2014 April 30, 2017
Invesco Small Cap Growth Fund
Class A Shares Contractual 2.00% July 1, 2009 June 30, 2017
Class B Shares Contractual 2.75% July 1, 2009 June 30, 2017
Class C Shares Contractual 2.75% July 1, 2009 June 30, 2017
Class R Shares Contractual 2.25% July 1, 2009 June 30, 2017
Class R5 Shares Contractual 1.75% July 1, 2009 June 30, 2017
Class R6 Shares Contractual 1.75% September 24, 2012 June 30, 2017
Class Y Shares Contractual 1.75% July 1, 2009 June 30, 2017
Investor Class Shares Contractual 2.00% July 1, 2009 June 30, 2017
Invesco U.S. Mortgage Fund
Class A Shares Contractual 1.50% July 1, 2012 June 30, 2017
Class B Shares Contractual 2.25% July 1, 2012 June 30, 2017
Class C Shares Contractual 2.25% July 1, 2012 June 30, 2017
Class R5 Shares Contractual 1.25% July 1, 2012 June 30, 2017
Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2017
</TABLE>
See page 17 for footnotes to Exhibit A.
8
<PAGE>
AIM INTERNATIONAL MUTUAL FUNDS (INVESCO INTERNATIONAL MUTUAL FUNDS)
<TABLE>
<CAPTION>
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ ---------- ------------------ -----------------
<S> <C> <C> <C> <C>
Invesco Asia Pacific Growth Fund
Class A Shares Contractual 2.25% July 1, 2009 June 30, 2017
Class B Shares Contractual 3.00% July 1, 2009 June 30, 2017
Class C Shares Contractual 3.00% July 1, 2009 June 30, 2017
Class Y Shares Contractual 2.00% July 1, 2009 June 30, 2017
Invesco European Growth Fund
Class A Shares Contractual 2.25% July 1, 2009 June 30, 2017
Class B Shares Contractual 3.00% July 1, 2009 June 30. 2017
Class C Shares Contractual 3.00% July 1, 2009 June 30, 2017
Class R Shares Contractual 2.50% July 1, 2009 June 30, 2017
Class Y Shares Contractual 2.00% July 1, 2009 June 30, 2017
Investor Class Shares Contractual 2.25% July 1, 2009 June 30, 2017
Invesco Global Growth Fund
Class A Shares Contractual 1.31% October 1, 2015 February 28, 2017
Class B Shares Contractual 2.06% October 1, 2015 February 28, 2017
Class C Shares Contractual 2.06% October 1, 2015 February 28, 2017
Class R5 Shares Contractual 1.06% October 1, 2015 February 28, 2017
Class R6 Shares Contractual 1.06% October 1, 2015 February 28, 2017
Class Y Shares Contractual 1.06% October 1, 2015 February 28, 2017
Invesco Global Opportunities Fund
Class A Shares Contractual 1.36% August 1, 2012 February 28, 2017
Class C Shares Contractual 2.11% August 1, 2012 February 28, 2017
Class R Shares Contractual 1.61% August 1, 2012 February 28, 2017
Class R5 Shares Contractual 1.11% August 1, 2012 February 28, 2017
Class R6 Shares Contractual 1.11% September 24, 2012 February 28, 2017
Class Y Shares Contractual 1.11% August 1, 2012 February 28, 2017
Invesco Global Small & Mid Cap Growth Fund
Class A Shares Contractual 2.25% July 1, 2009 June 30. 2017
Class B Shares Contractual 3.00% July 1, 2009 June 30, 2017
Class C Shares Contractual 3.00% July 1, 2009 June 30, 2017
Class R5 Shares Contractual 2.00% July 1, 2009 June 30, 2017
Class Y Shares Contractual 2.00% July 1, 2009 June 30, 2017
Invesco Global Sustainable Equity Fund
Class A Shares Contractual 0.85% June 30, 2016 May 31, 2017
Class C Shares Contractual 1.60% June 30, 2016 May 31, 2017
Class R Shares Contractual 1.10% June 30, 2016 May 31, 2017
Class R5 Shares Contractual 0.60% June 30, 2016 May 31, 2017
Class R6 Shares Contractual 0.60% June 30, 2016 May 31, 2017
Class Y Shares Contractual 0.60% June 30, 2016 May 31, 2017
Invesco International Companies Fund
Class A Shares Contractual 1.33% December 21, 2015 February 28, 2017
Class C Shares Contractual 2.08% December 21, 2015 February 28, 2017
Class R Shares Contractual 1.58% December 21, 2015 February 28, 2017
Class R5 Shares Contractual 1.08% December 21, 2015 February 28, 2017
Class R6 Shares Contractual 1.08% December 21, 2015 February 28, 2017
Class Y Shares Contractual 1.08% December 21, 2015 February 28, 2017
Invesco International Core Equity Fund
Class A Shares Contractual 1.33% April 1, 2016 March 31, 2017
Class B Shares Contractual 2.08% April 1, 2016 March 31, 2017
Class C Shares Contractual 2.08% April 1, 2016 March 31, 2017
Class R Shares Contractual 1.58% April 1, 2016 March 31, 2017
Class R5 Shares Contractual 1.08% April 1, 2016 March 31, 2017
Class R6 Shares Contractual 1.08% April 1, 2016 March 31, 2017
Class Y Shares Contractual 1.08% April 1, 2016 March 31, 2017
Investor Class Shares Contractual 1.33% April 1, 2016 March 31, 2017
</TABLE>
See page 17 for footnotes to Exhibit A.
9
<PAGE>
<TABLE>
<CAPTION>
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ ---------- ------------------ -----------------
<S> <C> <C> <C> <C>
Invesco International Growth Fund
Class A Shares Contractual 2.25% July 1, 2013 June 30, 2017
Class B Shares Contractual 3.00% July 1, 2013 June 30, 2017
Class C Shares Contractual 3.00% July 1, 2013 June 30, 2017
Class R Shares Contractual 2.50% July 1, 2013 June 30, 2017
Class R5 Shares Contractual 2.00% July 1, 2013 June 30, 2017
Class R6 Shares Contractual 2.00% July 1, 2013 June 30, 2017
Class Y Shares Contractual 2.00% July 1, 2013 June 30, 2017
Invesco Select Opportunities Fund
Class A Shares Contractual 1.51% August 1, 2012 February 28, 2017
Class C Shares Contractual 2.26% August 1, 2012 February 28, 2017
Class R Shares Contractual 1.76% August 1, 2012 February 28, 2017
Class R5 Shares Contractual 1.26% August 1, 2012 February 28, 2017
Class R6 Shares Contractual 1.26% September 24, 2012 February 28, 2017
Class Y Shares Contractual 1.26% August 1, 2012 February 28, 2017
</TABLE>
AIM INVESTMENT FUNDS (INVESCO INVESTMENT FUNDS)
<TABLE>
<CAPTION>
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ ---------- ------------------ -----------------
<S> <C> <C> <C> <C>
Invesco All Cap Market Neutral Fund
Class A Shares Contractual 1.62% December 17, 2013 February 28, 2017
Class C Shares Contractual 2.37% December 17, 2013 February 28, 2017
Class R Shares Contractual 1.87% December 17, 2013 February 28, 2017
Class R5 Shares Contractual 1.37% December 17, 2013 February 28, 2017
Class R6 Shares Contractual 1.37% December 17, 2013 February 28, 2017
Class Y Shares Contractual 1.37% December 17, 2013 February 28, 2017
Invesco Balanced-Risk Allocation
Fund/3/
Class A Shares Contractual 2.00% July 1, 2012 June 30, 2017
Class B Shares Contractual 2.75% July 1, 2012 June 30, 2017
Class C Shares Contractual 2.75% July 1, 2012 June 30, 2017
Class R Shares Contractual 2.25% July 1, 2012 June 30, 2017
Class R5 Shares Contractual 1.75% July 1, 2012 June 30, 2017
Class R6 Shares Contractual 1.75% September 24, 2012 June 30, 2017
Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2017
Invesco Balanced-Risk Commodity
Strategy Fund/4/
Class A Shares Contractual 2.00% July 1, 2014 June 30, 2017
Class B Shares Contractual 2.75% July 1, 2014 June 30, 2017
Class C Shares Contractual 2.75% July 1, 2014 June 30, 2017
Class R Shares Contractual 2.25% July 1, 2014 June 30, 2017
Class R5 Shares Contractual 1.75% July 1, 2014 June 30, 2017
Class R6 Shares Contractual 1.75% July 1, 2014 June 30, 2017
Class Y Shares Contractual 1.75% July 1, 2014 June 30, 2017
Invesco Developing Markets Fund
Class A Shares Contractual 2.25% July 1, 2012 June 30, 2017
Class B Shares Contractual 3.00% July 1, 2012 June 30, 2017
Class C Shares Contractual 3.00% July 1, 2012 June 30, 2017
Class R5 Shares Contractual 2.00% July 1, 2012 June 30, 2017
Class R6 Shares Contractual 2.00% September 24, 2012 June 30, 2017
Class Y Shares Contractual 2.00% July 1, 2012 June 30, 2017
</TABLE>
See page 17 for footnotes to Exhibit A.
10
<PAGE>
<TABLE>
<CAPTION>
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ ---------- ------------------ -----------------
<S> <C> <C> <C> <C>
Invesco Emerging Markets Equity Fund
Class A Shares Contractual 1.54% April 1, 2016 March 31, 2017
Class C Shares Contractual 2.29% April 1, 2016 March 31, 2017
Class R Shares Contractual 1.79% April 1, 2016 March 31, 2017
Class R5 Shares Contractual 1.29% April 1, 2016 March 31, 2017
Class R6 Shares Contractual 1.29% April 1, 2016 March 31, 2017
Class Y Shares Contractual 1.29% April 1, 2016 March 31, 2017
Invesco Emerging Market Local Currency Debt Fund
Class A Shares Contractual 1.24% June 14, 2010 February 28, 2017
Class B Shares Contractual 1.99% June 14, 2010 February 28, 2017
Class C Shares Contractual 1.99% June 14, 2010 February 28, 2017
Class R Shares Contractual 1.49% June 14, 2010 February 28, 2017
Class Y Shares Contractual 0.99% June 14, 2010 February 28, 2017
Class R5 Shares Contractual 0.99% June 14, 2010 February 28, 2017
Class R6 Shares Contractual 0.99% September 24, 2012 February 28, 2017
Invesco Endeavor Fund
Class A Shares Contractual 2.00% July 1, 2009 June 30. 2017
Class B Shares Contractual 2.75% July 1, 2009 June 30, 2017
Class C Shares Contractual 2.75% July 1, 2009 June 30, 2017
Class R Shares Contractual 2.25% July 1, 2009 June 30, 2017
Class R5 Shares Contractual 1.75% July 1, 2009 June 30, 2017
Class R6 Shares Contractual 1.75% September 24, 2012 June 30, 2017
Class Y Shares Contractual 1.75% July 1, 2009 June 30, 2017
Invesco Global Health Care Fund
Class A Shares Contractual 2.00% July 1, 2012 June 30. 2017
Class B Shares Contractual 2.75% July 1, 2012 June 30, 2017
Class C Shares Contractual 2.75% July 1, 2012 June 30, 2017
Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2017
Investor Class Shares Contractual 2.00% July 1, 2012 June 30, 2017
Invesco Global Infrastructure Fund
Class A Shares Contractual 1.40% May 2, 2014 February 28, 2017
Class C Shares Contractual 2.15% May 2, 2014 February 28, 2017
Class R Shares Contractual 1.65% May 2, 2014 February 28, 2017
Class Y Shares Contractual 1.15% May 2, 2014 February 28, 2017
Class R5 Shares Contractual 1.15% May 2, 2014 February 28, 2017
Class R6 Shares Contractual 1.15% May 2, 2014 February 28, 2017
Invesco Global Markets Strategy Fund/5/
Class A Shares Contractual 1.65% March 1, 2016 February 28, 2017
Class C Shares Contractual 2.40% March 1, 2016 February 28, 2017
Class R Shares Contractual 1.90% March 1, 2016 February 28, 2017
Class R5 Shares Contractual 1.40% March 1, 2016 February 28, 2017
Class R6 Shares Contractual 1.40% March 1, 2016 February 28, 2017
Class Y Shares Contractual 1.40% March 1, 2016 February 28, 2017
Invesco Global Market Neutral Fund
Class A Shares Contractual 1.62% December 17, 2013 February 28, 2017
Class C Shares Contractual 2.37% December 17, 2013 February 28, 2017
Class R Shares Contractual 1.87% December 17, 2013 February 28, 2017
Class R5 Shares Contractual 1.37% December 17, 2013 February 28, 2017
Class R6 Shares Contractual 1.37% December 17, 2013 February 28, 2017
Class Y Shares Contractual 1.37% December 17, 2013 February 28, 2017
</TABLE>
See page 17 for footnotes to Exhibit A.
11
<PAGE>
<TABLE>
<CAPTION>
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ ---------- ------------------ -----------------
<S> <C> <C> <C> <C>
Invesco Global Targeted Returns Fund/6/
Class A Shares Contractual 1.65% March 1, 2016 February 28, 2017
Class C Shares Contractual 2.40% March 1, 2016 February 28, 2017
Class R Shares Contractual 1.90% March 1, 2016 February 28, 2017
Class R5 Shares Contractual 1.40% March 1, 2016 February 28, 2017
Class R6 Shares Contractual 1.40% March 1, 2016 February 28, 2017
Class Y Shares Contractual 1.40% March 1, 2016 February 28, 2017
Invesco Greater China Fund
Class A Shares Contractual 2.25% July 1, 2009 June 30, 2017
Class B Shares Contractual 3.00% July 1, 2009 June 30, 2017
Class C Shares Contractual 3.00% July 1, 2009 June 30, 2017
Class R5 Shares Contractual 2.00% July 1, 2009 June 30, 2017
Class Y Shares Contractual 2.00% July 1, 2009 June 30, 2017
Invesco International Total Return Fund
Class A Shares Contractual 1.10% March 31, 2006 February 28, 2017
Class B Shares Contractual 1.85% March 31, 2006 February 28, 2017
Class C Shares Contractual 1.85% March 31, 2006 February 28, 2017
Class R5 Shares Contractual 0.85% October 3, 2008 February 28, 2017
Class R6 Shares Contractual 0.85% September 24, 2012 February 28, 2017
Class Y Shares Contractual 0.85% March 31, 2006 February 28, 2017
Invesco Long/Short Equity Fund
Class A Shares Contractual 1.87% December 17, 2013 February 28, 2017
Class C Shares Contractual 2.62% December 17, 2013 February 28, 2017
Class R Shares Contractual 2.12% December 17, 2013 February 28, 2017
Class R5 Shares Contractual 1.62% December 17, 2013 February 28, 2017
Class R6 Shares Contractual 1.62% December 17, 2013 February 28, 2017
Class Y Shares Contractual 1.62% December 17, 2013 February 28, 2017
Invesco Low Volatility Emerging Markets Fund
Class A Shares Contractual 1.72% December 17, 2013 February 28, 2017
Class C Shares Contractual 2.47% December 17, 2013 February 28, 2017
Class R Shares Contractual 1.97% December 17, 2013 February 28, 2017
Class R5 Shares Contractual 1.47% December 17, 2013 February 28, 2017
Class R6 Shares Contractual 1.47% December 17, 2013 February 28, 2017
Class Y Shares Contractual 1.47% December 17, 2013 February 28, 2017
Invesco MLP Fund
Class A Shares Contractual 1.50% August 29, 2014 February 28, 2017
Class C Shares Contractual 2.25% August 29, 2014 February 28, 2017
Class R Shares Contractual 1.75% August 29, 2014 February 28, 2017
Class R5 Shares Contractual 1.25% August 29, 2014 February 28, 2017
Class R6 Shares Contractual 1.25% August 29, 2014 February 28, 2017
Class Y Shares Contractual 1.25% August 29, 2014 February 28, 2017
Invesco Macro International Equity Fund
Class A Shares Contractual 1.43% December 17, 2013 February 28, 2017
Class C Shares Contractual 2.18% December 17, 2013 February 28, 2017
Class R Shares Contractual 1.68% December 17, 2013 February 28, 2017
Class R5 Shares Contractual 1.18% December 17, 2013 February 28, 2017
Class R6 Shares Contractual 1.18% December 17, 2013 February 28, 2017
Class Y Shares Contractual 1.18% December 17, 2013 February 28, 2017
Invesco Macro Long/Short Fund
Class A Shares Contractual 1.87% December 17, 2013 February 28, 2017
Class C Shares Contractual 2.62% December 17, 2013 February 28, 2017
Class R Shares Contractual 2.12% December 17, 2013 February 28, 2017
Class R5 Shares Contractual 1.62% December 17, 2013 February 28, 2017
Class R6 Shares Contractual 1.62% December 17, 2013 February 28, 2017
Class Y Shares Contractual 1.62% December 17, 2013 February 28, 2017
</TABLE>
See page 17 for footnotes to Exhibit A.
12
<PAGE>
<TABLE>
<CAPTION>
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ ------------------- ----------------- -----------------
<S> <C> <C> <C> <C>
Invesco Pacific Growth Fund
Class A Shares Contractual 2.25% July 1, 2012 June 30. 2017
Class B Shares Contractual 3.00% July 1, 2012 June 30, 2017
Class C Shares Contractual 3.00% July 1, 2012 June 30, 2017
Class R Shares Contractual 2.50% July 1, 2012 June 30, 2017
Class R5 Shares Contractual 2.00% July 1, 2012 June 30, 2017
Class Y Shares Contractual 2.00% July 1, 2012 June 30, 2017
Invesco Premium Income Fund
Class A Shares Contractual 1.05% March 1, 2015 February 28, 2017
Class C Shares Contractual 1.80% March 1, 2015 February 28, 2017
Class R Shares Contractual 1.30% March 1, 2015 February 28, 2017
Class R5 Shares Contractual 0.80% March 1, 2015 February 28, 2017
Class R6 Shares Contractual 0.80% March 1, 2015 February 28, 2017
Class Y Shares Contractual 0.80% March 1, 2015 February 28, 2017
Invesco Select Companies Fund
Class A Shares Contractual 2.00% July 1, 2009 June 30. 2017
Class B Shares Contractual 2.75% July 1, 2009 June 30, 2017
Class C Shares Contractual 2.75% July 1, 2009 June 30, 2017
Class R Shares Contractual 2.25% July 1, 2009 June 30, 2017
Class R5 Shares Contractual 1.75% July 1, 2009 June 30, 2017
Class Y Shares Contractual 1.75% July 1, 2009 June 30, 2017
Invesco Strategic Income Fund
Class A Shares Contractual 0.85% less net AFFE* May 2, 2014 February 28, 2017
Class C Shares Contractual 1.60% less net AFFE* May 2, 2014 February 28, 2017
Class R Shares Contractual 1.10% less net AFFE* May 2, 2014 February 28, 2017
Class Y Shares Contractual 0.60% less net AFFE* May 2, 2014 February 28, 2017
Class R5 Shares Contractual 0.60% less net AFFE* May 2, 2014 February 28, 2017
Class R6 Shares Contractual 0.60% less net AFFE* May 2, 2014 February 28, 2017
Invesco Unconstrained Bond
Fund
Class A Shares Contractual 1.04% less net AFFE* October 14, 2014 February 28, 2017
Class C Shares Contractual 1.79% less net AFFE* October 14, 2014 February 28, 2017
Class R Shares Contractual 1.29% less net AFFE* October 14, 2014 February 28, 2017
Class Y Shares Contractual 0.79% less net AFFE* October 14, 2014 February 28, 2017
Class R5 Shares Contractual 0.79% less net AFFE* October 14, 2014 February 28, 2017
Class R6 Shares Contractual 0.79% less net AFFE* October 14, 2014 February 28, 2017
</TABLE>
AIM INVESTMENT SECURITIES FUNDS (INVESCO INVESTMENT SECURITIES FUNDS)
<TABLE>
<CAPTION>
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ ---------- ------------------ -------------
<S> <C> <C> <C> <C>
Invesco Corporate Bond Fund
Class A Shares Contractual 1.50% July 1, 2012 June 30, 2017
Class B Shares Contractual 2.25% July 1, 2012 June 30, 2017
Class C Shares Contractual 2.25% July 1, 2012 June 30, 2017
Class R Shares Contractual 1.75% July 1, 2012 June 30, 2017
Class R5 Shares Contractual 1.25% July 1, 2012 June 30, 2017
Class R6 Shares Contractual 1.25% September 24, 2012 June 30, 2017
Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2017
Invesco Global Real Estate Fund
Class A Shares Contractual 2.00% July 1, 2009 June 30, 2017
Class B Shares Contractual 2.75% July 1, 2009 June 30, 2017
Class C Shares Contractual 2.75% July 1, 2009 June 30, 2017
Class R Shares Contractual 2.25% July 1, 2009 June 30, 2017
Class R5 Shares Contractual 1.75% July 1, 2009 June 30, 2017
Class R6 Shares Contractual 1.75% September 24, 2012 June 30, 2017
Class Y Shares Contractual 1.75% July 1, 2009 June 30, 2017
</TABLE>
See page 17 for footnotes to Exhibit A.
13
<PAGE>
<TABLE>
<CAPTION>
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ ---------- ------------------ -------------
<S> <C> <C> <C> <C>
Invesco High Yield Fund
Class A Shares Contractual 1.50% July 1, 2013 June 30, 2017
Class B Shares Contractual 2.25% July 1, 2013 June 30, 2017
Class C Shares Contractual 2.25% July 1, 2013 June 30, 2017
Class R5 Shares Contractual 1.25% July 1, 2013 June 30, 2017
Class R6 Shares Contractual 1.25% July 1, 2013 June 30, 2017
Class Y Shares Contractual 1.25% July 1, 2013 June 30, 2017
Investor Class Shares Contractual 1.50% July 1, 2013 June 30, 2017
Invesco Short Duration Inflation Protected Fund
Class A Shares Contractual 0.55% December 31, 2015 June 30, 2017
Class A2 Shares Contractual 0.45% December 31, 2015 June 30, 2017
Class R5 Shares Contractual 0.30% December 31, 2015 June 30, 2017
Class R6 Shares Contractual 0.30% December 31, 2015 June 30, 2017
Class Y Shares Contractual 0.30% December 31, 2015 June 30, 2017
Invesco Real Estate Fund
Class A Shares Contractual 2.00% July 1, 2012 June 30, 2017
Class B Shares Contractual 2.75% July 1, 2012 June 30, 2017
Class C Shares Contractual 2.75% July 1, 2012 June 30, 2017
Class R Shares Contractual 2.25% July 1, 2012 June 30, 2017
Class R5 Shares Contractual 1.75% July 1, 2012 June 30, 2017
Class R6 Shares Contractual 1.75% September 24, 2012 June 30, 2017
Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2017
Investor Class Shares Contractual 2.00% July 1, 2012 June 30, 2017
Invesco Short Term Bond Fund
Class A Shares Contractual 1.40% July 1, 2013 June 30, 2017
Class C Shares Contractual 1.75%/2/ July 1, 2013 June 30, 2017
Class R Shares Contractual 1.75% July 1, 2013 June 30, 2017
Class R5 Shares Contractual 1.25% July 1, 2013 June 30, 2017
Class R6 Shares Contractual 1.25% July 1, 2013 June 30, 2017
Class Y Shares Contractual 1.25% July 1, 2013 June 30, 2017
Invesco U.S. Government Fund
Class A Shares Contractual 1.50% July 1, 2012 June 30, 2017
Class B Shares Contractual 2.25% July 1, 2012 June 30, 2017
Class C Shares Contractual 2.25% July 1, 2012 June 30, 2017
Class R Shares Contractual 1.75% July 1, 2012 June 30, 2017
Class R5 Shares Contractual 1.25% July 1, 2012 June 30, 2017
Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2017
Investor Class Shares Contractual 1.50% July 1, 2012 June 30, 2017
</TABLE>
AIM SECTOR FUNDS (INVESCO SECTOR FUNDS)
<TABLE>
<CAPTION>
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ ---------- ------------------ -------------
<S> <C> <C> <C> <C>
Invesco American Value Fund
Class A Shares Contractual 2.00% July 1, 2013 June 30, 2017
Class B Shares Contractual 2.75% July 1, 2013 June 30, 2017
Class C Shares Contractual 2.75% July 1, 2013 June 30, 2017
Class R Shares Contractual 2.25% July 1, 2013 June 30, 2017
Class R5 Shares Contractual 1.75% July 1, 2013 June 30, 2017
Class R6 Shares Contractual 1.75% July 1, 2013 June 30, 2017
Class Y Shares Contractual 1.75% July 1, 2013 June 30, 2017
Invesco Comstock Fund
Class A Shares Contractual 2.00% July 1, 2012 June 30, 2017
Class B Shares Contractual 2.75% July 1, 2012 June 30, 2017
Class C Shares Contractual 2.75% July 1, 2012 June 30, 2017
Class R Shares Contractual 2.25% July 1, 2012 June 30, 2017
Class R5 Shares Contractual 1.75% July 1, 2012 June 30, 2017
Class R6 Shares Contractual 1.75% September 24, 2012 June 30, 2017
Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2017
</TABLE>
See page 17 for footnotes to Exhibit A.
14
<PAGE>
<TABLE>
<CAPTION>
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ ---------- ----------------- ---------------
<S> <C> <C> <C> <C>
Invesco Energy Fund
Class A Shares Contractual 2.00% July 1, 2009 June 30, 2017
Class B Shares Contractual 2.75% July 1, 2009 June 30, 2017
Class C Shares Contractual 2.75% July 1, 2009 June 30, 2017
Class R5 Shares Contractual 1.75% July 1, 2009 June 30, 2017
Class Y Shares Contractual 1.75% July 1, 2009 June 30, 2017
Investor Class Shares Contractual 2.00% July 1, 2009 June 30, 2017
Invesco Dividend Income Fund
Class A Shares Contractual 1.14% September 1, 2014 August 31, 2016
Class B Shares Contractual 1.89% September 1, 2014 August 31, 2016
Class C Shares Contractual 1.89% September 1, 2014 August 31, 2016
Class R5 Shares Contractual 0.89% September 1, 2014 August 31, 2016
Class R6 Shares Contractual 0.89% September 1, 2014 August 31, 2016
Class Y Shares Contractual 0.89% September 1, 2014 August 31, 2016
Investor Class Shares Contractual 1.14% September 1, 2014 August 31, 2016
Invesco Dividend Income Fund
Class A Shares Contractual 2.00% September 1, 2016 June 30, 2017
Class B Shares Contractual 2.75% September 1, 2016 June 30, 2017
Class C Shares Contractual 2.75% September 1, 2016 June 30, 2017
Class R5 Shares Contractual 1.75% September 1, 2016 June 30, 2017
Class R6 Shares Contractual 1.75% September 1, 2016 June 30, 2017
Class Y Shares Contractual 1.75% September 1, 2016 June 30, 2017
Investor Class Shares Contractual 2.00% September 1, 2016 June 30, 2017
Invesco Gold & Precious Metals Fund
Class A Shares Contractual 2.00% July 1, 2009 June 30, 2017
Class B Shares Contractual 2.75% July 1, 2009 June 30, 2017
Class C Shares Contractual 2.75% July 1, 2009 June 30, 2017
Class Y Shares Contractual 1.75% July 1, 2009 June 30, 2017
Investor Class Shares Contractual 2.00% July 1, 2009 June 30, 2017
Invesco Mid Cap Growth Fund
Class A Shares Contractual 2.00% August 1, 2015 June 30, 2017
Class B Shares Contractual 2.75% August 1, 2015 June 30, 2017
Class C Shares Contractual 2.75% August 1, 2015 June 30, 2017
Class R Shares Contractual 2.25% August 1, 2015 June 30, 2017
Class R5 Shares Contractual 1.75% August 1, 2015 June 30, 2017
Class R6 Shares Contractual 1.75% August 1, 2015 June 30, 2017
Class Y Shares Contractual 1.75% August 1, 2015 June 30, 2017
Invesco Small Cap Value Fund
Class A Shares Contractual 2.00% July 1, 2012 June 30, 2017
Class B Shares Contractual 2.75% July 1, 2012 June 30, 2017
Class C Shares Contractual 2.75% July 1, 2012 June 30, 2017
Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2017
Invesco Technology Fund
Class A Shares Contractual 2.00% July 1, 2012 June 30, 2017
Class B Shares Contractual 2.75% July 1, 2012 June 30, 2017
Class C Shares Contractual 2.75% July 1, 2012 June 30, 2017
Class R5 Shares Contractual 1.75% July 1, 2012 June 30, 2017
Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2017
Investor Class Shares Contractual 2.00% July 1, 2012 June 30, 2017
Invesco Technology Sector Fund
Class A Shares Contractual 2.00% February 12, 2010 June 30, 2017
Class B Shares Contractual 2.75% February 12, 2010 June 30, 2017
Class C Shares Contractual 2.75% February 12, 2010 June 30, 2017
Class Y Shares Contractual 1.75% February 12, 2010 June 30, 2017
</TABLE>
See page 17 for footnotes to Exhibit A.
15
<PAGE>
<TABLE>
<CAPTION>
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ ---------- ----------------- -------------
<S> <C> <C> <C> <C>
Invesco Value Opportunities Fund
Class A Shares Contractual 2.00% July 1, 2012 June 30, 2017
Class B Shares Contractual 2.75% July 1, 2012 June 30, 2017
Class C Shares Contractual 2.75% July 1, 2012 June 30, 2017
Class R Shares Contractual 2.25% July 1, 2012 June 30, 2017
Class R5 Shares Contractual 1.75% July 1, 2012 June 30, 2017
Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2017
</TABLE>
AIM TAX-EXEMPT FUNDS (INVESCO TAX-EXEMPT FUNDS)
<TABLE>
<CAPTION>
Contractual/ Expense Effective Date of Expiration
Fund Voluntary Limitation Current Limit Date
---- ------------ ---------- ----------------- -------------
<S> <C> <C> <C> <C>
Invesco High Yield Municipal Fund
Class A Shares Contractual 1.50% July 1, 2012 June 30, 2017
Class B Shares Contractual 2.25% July 1, 2012 June 30, 2017
Class C Shares Contractual 2.25% July 1, 2012 June 30, 2017
Class R5 Shares Contractual 1.25% July 1, 2012 June 30, 2017
Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2017
Invesco Intermediate Term Municipal Income Fund
Class A Shares Contractual 0.84% July 1, 2016 June 30, 2017
Class B Shares Contractual 1.59% July 1, 2016 June 30, 2017
Class C Shares Contractual 1.59% July 1, 2016 June 30, 2017
Class Y Shares Contractual 0.59% July 1, 2016 June 30, 2017
Invesco Municipal Income Fund
Class A Shares Contractual 1.50% July 1, 2013 June 30, 2017
Class B Shares Contractual 2.25% July 1, 2013 June 30, 2017
Class C Shares Contractual 2.25% July 1, 2013 June 30, 2017
Class Y Shares Contractual 1.25% July 1, 2013 June 30, 2017
Investor Class Contractual 1.50% July 15, 2013 June 30, 2017
Invesco New York Tax Free Income Fund
Class A Shares Contractual 1.50% July 1, 2012 June 30, 2017
Class B Shares Contractual 2.25% July 1, 2012 June 30, 2017
Class C Shares Contractual 2.25% July 1, 2012 June 30, 2017
Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2017
Invesco Limited Term Municipal Income Fund
Class A Shares Contractual 1.50% July 1, 2012 June 30, 2017
Class A2 Shares Contractual 1.25% July 1, 2012 June 30, 2017
Class C Shares Contractual 2.25% June 30, 2013 June 30, 2017
Class R5 Shares Contractual 1.25% July 1, 2012 June 30, 2017
Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2017
</TABLE>
INVESCO MANAGEMENT TRUST
<TABLE>
<CAPTION>
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ ---------- ----------------- -----------------
<S> <C> <C> <C> <C>
Invesco Conservative Income Fund Institutional Class Contractual 0.28% July 1, 2014 December 31, 2016
</TABLE>
See page 17 for footnotes to Exhibit A.
16
<PAGE>
INVESCO SECURITIES TRUST
<TABLE>
<CAPTION>
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ ---------- ----------------- -----------------
<S> <C> <C> <C> <C>
Invesco Balanced-Risk Aggressive Allocation Fund Contractual 1.15% January 16, 2013 February 28, 2017
</TABLE>
* ACQUIRED FUND FEES AND EXPENSES ("AFFE") WILL BE CALCULATED AS OF THE FUND'S
FISCAL YEAR END ACCORDING TO INSTRUCTION 3(F) OF ITEM 3 OF FORM N-1A. "NET
AFFE" WILL BE CALCULATED BY SUBTRACTING ANY WAIVERS BY INVESCO ASSOCIATED
WITH INVESTMENTS IN AFFILIATED FUNDS, SUCH AS INVESTMENTS IN AFFILIATED
MONEY MARKET FUNDS, FROM THE AFFE CALCULATED IN ACCORDANCE WITH THE
PRECEDING SENTENCE. FOR CLARITY, THE NET AFFE CALCULATED AS OF THE FUND'S
FISCAL YEAR END WILL BE USED THROUGHOUT THE WAIVER PERIOD IN ESTABLISHING
THE FUND'S WAIVER AMOUNT, REGARDLESS OF WHETHER ACTUAL AFFE IS MORE OR LESS
DURING THE WAIVER PERIOD.
/1/ The total operating expenses of any class of shares established after the
date of this Memorandum of Agreement will be limited to the amount
established for Class A Shares plus the difference between the new
class 12b-1 rate and the Class A 12b-1 rate.
/2/ The expense limit shown is the expense limit after Rule 12b-1 fee waivers
by Invesco Distributors, Inc.
/3/ Includes waived fees or reimbursed expenses that Invesco receives from
Invesco Cayman Commodity Fund I, Ltd.
/4/ Includes waived fees or reimbursed expenses that Invesco receives from
Invesco Cayman Commodity Fund III, Ltd.
/5/ Includes waived fees or reimbursed expenses that Invesco receives from
Invesco Cayman Commodity Fund V, Ltd.
/6/ Includes waived fees or reimbursed expenses that Invesco receives from
Invesco Cayman Commodity Fund VII, Ltd.
17
<PAGE>
EXHIBIT "B" - INSTITUTIONAL MONEY MARKET FUNDS/1,2/
SHORT-TERM INVESTMENTS TRUST
<TABLE>
<CAPTION>
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ ---------- ----------------- -----------------
<S> <C> <C> <C> <C>
Government & Agency Portfolio
Cash Management Class Contractual 0.26% June 1, 2016 December 31, 2016
Corporate Class Contractual 0.21% June 1, 2016 December 31, 2016
Institutional Class Contractual 0.18% June 1, 2016 December 31, 2016
Personal Investment Class Contractual 0.73% June 1, 2016 December 31, 2016
Private Investment Class Contractual 0.48% June 1, 2016 December 31, 2016
Reserve Class Contractual 1.05% June 1, 2016 December 31, 2016
Resource Class Contractual 0.34% June 1, 2016 December 31, 2016
Government TaxAdvantage Portfolio
Cash Management Class Contractual 0.26% June 1, 2016 December 31, 2016
Corporate Class Contractual 0.21% June 1, 2016 December 31, 2016
Institutional Class Contractual 0.18% June 1, 2016 December 31, 2016
Personal Investment Class Contractual 0.73% June 1, 2016 December 31, 2016
Private Investment Class Contractual 0.43% June 1, 2016 December 31, 2016
Reserve Class Contractual 1.05% June 1, 2016 December 31, 2016
Resource Class Contractual 0.34% June 1, 2016 December 31, 2016
Liquid Assets Portfolio
Cash Management Class Contractual 0.26% June 1, 2016 December 31, 2016
Corporate Class Contractual 0.21% June 1, 2016 December 31, 2016
Institutional Class Contractual 0.18% June 1, 2016 December 31, 2016
Personal Investment Class Contractual 0.73% June 1, 2016 December 31, 2016
Private Investment Class Contractual 0.48% June 1, 2016 December 31, 2016
Reserve Class Contractual 1.05% June 1, 2016 December 31, 2016
Resource Class Contractual 0.38% June 1, 2016 December 31, 2016
STIC Prime Portfolio
Cash Management Class Contractual 0.26% June 1, 2016 December 31, 2016
Corporate Class Contractual 0.21% June 1, 2016 December 31, 2016
Institutional Class Contractual 0.18% June 1, 2016 December 31, 2016
Personal Investment Class Contractual 0.73% June 1, 2016 December 31, 2016
Private Investment Class Contractual 0.48% June 1, 2016 December 31, 2016
Reserve Class Contractual 1.05% June 1, 2016 December 31, 2016
Resource Class Contractual 0.34% June 1, 2016 December 31, 2016
Tax-Free Cash Reserve Portfolio/2/
Cash Management Class Contractual 0.28% June 1, 2016 December 31, 2016
Corporate Class Contractual 0.23% June 1, 2016 December 31, 2016
Institutional Class Contractual 0.20% June 1, 2016 December 31, 2016
Personal Investment Class Contractual 0.75% June 1, 2016 December 31, 2016
Private Investment Class Contractual 0.45% June 1, 2016 December 31, 2016
Reserve Class Contractual 1.07% June 1, 2016 December 31, 2016
Resource Class Contractual 0.36% June 1, 2016 December 31, 2016
Treasury Portfolio
Cash Management Class Contractual 0.26% June 1, 2016 December 31, 2016
Corporate Class Contractual 0.21% June 1, 2016 December 31, 2016
Institutional Class Contractual 0.18% June 1, 2016 December 31, 2016
Personal Investment Class Contractual 0.73% June 1, 2016 December 31, 2016
Private Investment Class Contractual 0.48% June 1, 2016 December 31, 2016
Reserve Class Contractual 1.05% June 1, 2016 December 31, 2016
Resource Class Contractual 0.34% June 1, 2016 December 31, 2016
</TABLE>
/1/ The expense rate excluding 12b-1 fees of any class of shares established
after the date of this Memorandum of Agreement will be the same as
existing classes.
/2/ The expense limitation also excludes Trustees' fees and federal
registration expenses.
18
<PAGE>
EXHIBIT "C" - VARIABLE INSURANCE FUNDS
AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)
<TABLE>
<CAPTION>
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ --------------------- ----------------- --------------
<S> <C> <C> <C> <C>
Invesco V.I. American Franchise Fund
Series I Shares Contractual 2.00% July 1, 2014 June 30, 2017
Series II Shares Contractual 2.25% July 1, 2014 June 30, 2017
Invesco V.I. American Value Fund
Series I Shares Contractual 2.00% July 1, 2012 June 30, 2017
Series II Shares Contractual 2.25% July 1, 2012 June 30, 2017
Invesco V.I. Balanced-Risk Allocation Fund/1/
Series I Shares Contractual 0.80% less net AFFE* May 1, 2014 April 30, 2017
Series II Shares Contractual 1.05% less net AFFE* May 1, 2014 April 30, 2017
Invesco V.I. Comstock Fund
Series I Shares Contractual 0.78% May 1, 2013 April 30, 2017
Series II Shares Contractual 1.03% May 1, 2013 April 30, 2017
Invesco V.I. Core Equity Fund
Series I Shares Contractual 2.00% May 1, 2013 June 30, 2017
Series II Shares Contractual 2.25% May 1, 2013 June 30, 2017
Invesco V.I. Core Plus Bond Fund
Series I Shares Contractual 0.61% April 30, 2015 April 30, 2017
Series II Shares Contractual 0.86% April 30, 2015 April 30, 2017
Invesco V.I. Diversified Dividend Fund
Series I Shares Contractual 2.00% May 1, 2013 June 30, 2017
Series II Shares Contractual 2.25% May 1, 2013 June 30, 2017
Invesco V.I. Equally-Weighted S&P 500 Fund
Series I Shares Contractual 2.00% July 1, 2012 June 30, 2017
Series II Shares Contractual 2.25% July 1, 2012 June 30, 2017
Invesco V.I. Equity and Income Fund
Series I Shares Contractual 1.50% July 1, 2012 June 30, 2017
Series II Shares Contractual 1.75% July 1, 2012 June 30, 2017
Invesco V.I. Global Core Equity Fund
Series I Shares Contractual 2.25% July 1, 2012 June 30, 2017
Series II Shares Contractual 2.50% July 1, 2012 June 30, 2017
Invesco V.I. Global Health Care Fund
Series I Shares Contractual 2.00% May 1. 2013 June 30, 2017
Series II Shares Contractual 2.25% May 1, 2013 June 30, 2017
Invesco V.I. Global Real Estate Fund
Series I Shares Contractual 2.00% May 1. 2013 June 30, 2017
Series II Shares Contractual 2.25% May 1, 2013 June 30, 2017
</TABLE>
/1/ Includes waived fees or reimbursed expenses that Invesco receives from
Invesco Cayman Commodity Fund IV, Ltd.
19
<PAGE>
<TABLE>
<CAPTION>
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ ---------- ----------------- --------------
<S> <C> <C> <C> <C>
Invesco V.I. Government Money Market Fund
Series I Shares Contractual 1.50% May 1, 2013 June 30, 2017
Series II Shares Contractual 1.75% May 1, 2013 June 30, 2017
Invesco V.I. Government Securities Fund
Series I Shares Contractual 1.50% May 1, 2013 June 30, 2017
Series II Shares Contractual 1.75% May 1, 2013 June 30, 2017
Invesco V.I. Growth and Income Fund
Series I Shares Contractual 0.78% May 1. 2013 April 30, 2017
Series II Shares Contractual 1.03% May 1, 2013 April 30, 2017
Invesco V.I. High Yield Fund
Series I Shares Contractual 1.50% May 1, 2014 June 30, 2017
Series II Shares Contractual 1.75% May 1, 2014 June 30, 2017
Invesco V.I. International Growth Fund
Series I Shares Contractual 2.25% July 1, 2012 June 30, 2017
Series II Shares Contractual 2.50% July 1, 2012 June 30, 2017
Invesco V.I. Managed Volatility Fund
Series I Shares Contractual 2.00% May 1, 2015 June 30, 2017
Series II Shares Contractual 2.25% May 1, 2015 June 30, 2017
Invesco V.I. Mid Cap Core Equity Fund
Series I Shares Contractual 2.00% May 1. 2013 June 30, 2017
Series II Shares Contractual 2.25% May 1, 2013 June 30, 2017
Invesco V.I. Mid Cap Growth Fund
Series I Shares Contractual 2.00% July 1, 2014 June 30, 2017
Series II Shares Contractual 2.25% July 1, 2014 June 30, 2017
Invesco V.I. S&P 500 Index Fund
Series I Shares Contractual 2.00% July 1, 2012 June 30, 2017
Series II Shares Contractual 2.25% July 1, 2012 June 30, 2017
Invesco V.I. Small Cap Equity Fund
Series I Shares Contractual 2.00% May 1. 2013 June 30, 2017
Series II Shares Contractual 2.25% May 1, 2013 June 30, 2017
Invesco V.I. Technology Fund
Series I Shares Contractual 2.00% May 1. 2013 June 30, 2017
Series II Shares Contractual 2.25% May 1, 2013 June 30, 2017
Invesco V.I. Value Opportunities Fund
Series I Shares Contractual 2.00% May 1. 2013 June 30, 2017
Series II Shares Contractual 2.25% May 1, 2013 June 30, 2017
</TABLE>
* ACQUIRED FUND FEES AND EXPENSES ("AFFE") WILL BE CALCULATED AS OF THE FUND'S
FISCAL YEAR END ACCORDING TO INSTRUCTION 3(F) OF ITEM 3 OF FORM N-1A. "NET
AFFE" WILL BE CALCULATED BY SUBTRACTING ANY WAIVERS BY INVESCO ASSOCIATED
WITH INVESTMENTS IN AFFILIATED FUNDS, SUCH AS INVESTMENTS IN AFFILIATED MONEY
MARKET FUNDS, FROM THE AFFE CALCULATED IN ACCORDANCE WITH THE PRECEDING
SENTENCE. FOR CLARITY, THE NET AFFE CALCULATED AS OF THE FUND'S FISCAL YEAR
END WILL BE USED THROUGHOUT THE WAIVER PERIOD IN ESTABLISHING THE FUND'S
WAIVER AMOUNT, REGARDLESS OF WHETHER ACTUAL AFFE IS MORE OR LESS DURING THE
WAIVER PERIOD.
20
<PAGE>
EXHIBIT "D" - CLOSED-END FUNDS
INVESCO CALIFORNIA VALUE MUNICIPAL INCOME TRUST
<TABLE>
<CAPTION>
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF COMMITMENT END
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ ---------- ----------------- --------------
<S> <C> <C> <C> <C>
Invesco California Value Municipal Income Trust Voluntary 0.83% July 1, 2016 N/A
INVESCO QUALITY MUNICIPAL INCOME TRUST
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF COMMITMENT END
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ ---------- ----------------- --------------
Invesco Quality Municipal Income Trust Voluntary 0.71% July 1, 2016 N/A
</TABLE>
21
<PAGE>
Sub-Item 77Q1(e)
AMENDMENT NO. 10
TO
SUB-ADVISORY CONTRACT
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").
WHEREAS, the parties agree to amend the Contract to add Invesco Global
Sustainable Equity Fund, a series portfolio of AIM International Mutual Funds
(Invesco International Mutual Funds) (the "Fund");
NOW THEREFORE, in consideration of the promises and the mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. The Contract is hereby amended to add the Fund to the Contract as a
recipient of the sub-advisory services by revising recital A) at the
beginning of the Agreement to read as follows:
The Advisor has entered into an investment advisory agreement with AIM
Counselor Series Trust (Invesco Counselor Series Trust) ("ACST"), AIM
Growth Series (Invesco Growth Series) ("AGS"), AIM Investment Funds
(Invesco Investment Funds) ("AIF"), AIM International Mutual Funds
(Invesco International Mutual Funds) ("AIMF"), Invesco Management Trust
("IMT") and Invesco Securities Trust ("IST") (collectively, the
"Trusts"), open-end management investment companies registered under the
Investment Company Act of 1940, as amended (the "1940 Act"), with
respect to, among others, the Invesco Short Duration High Yield
Municipal Fund and Invesco Strategic Real Return (series portfolios of
ACST), Invesco Alternative Strategies Fund and Invesco Multi-Asset
Inflation Fund (series portfolios of AGS), Invesco Premium Income Fund,
Invesco Global Markets Strategy Fund, Invesco Macro International Equity
Fund, Invesco Macro Long/Short Fund, Invesco Global Market Neutral Fund,
Invesco Global Targeted Returns Fund, Invesco Low Volatility Emerging
Markets Fund, Invesco All Cap Market Neutral Fund, Invesco Long/Short
Equity Fund, Invesco Global Infrastructure Fund, Invesco MLP Fund,
Invesco Strategic Income Fund and Invesco Unconstrained Bond Fund
(series portfolios of AIF), the Invesco Global Opportunities Fund,
Invesco Global Sustainable Equity Fund, Invesco International Companies
Fund and the Invesco Select Opportunities Fund (series portfolios of
AIMF), Invesco Balanced-Risk Aggressive Allocation Fund (a series
portfolio of IST) and the Invesco Conservative Income Fund (a series
portfolio of IMT) (collectively, the "Funds"); and
2. All other terms and provisions of the Contract not amended shall remain
in full force and effect.
1
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Contract to be
executed by their officers designated as of the day and year first above
written.
INVESCO ADVISERS, INC.
ADVISOR
BY: /S/ JOHN M. ZERR
--------------------------
NAME: JOHN M. ZERR
TITLE: SENIOR VICE PRESIDENT
2
<PAGE>
INVESCO POWERSHARES CAPITAL MANAGEMENT LLC
Sub-Advisor
BY: /S/ DANIEL E. DRAPER
--------------------------
NAME: DAN DRAPER
TITLE: MANAGING DIRECTOR -
INVESCO POWERSHARES
GLOBAL ETFS
3
<PAGE>
Sub-Item 77Q1(e)
AMENDMENT NO. 11
TO
SUB-ADVISORY CONTRACT
This Amendment dated as of July 1, 2016, amends the Sub-Advisory Contract
(the "Contract") between Invesco Advisers, Inc. (the "Advisor") and Invesco
PowerShares Capital Management LLC (the "Sub-Advisor").
WHEREAS, the parties agree to amend the Contract to change the name of
Invesco Global Sustainable Equity Fund to Invesco Global Responsibility Equity
Fund, a series portfolio of AIM International Mutual Funds (Invesco
International Mutual Funds) (the "Fund");
NOW THEREFORE, in consideration of the promises and the mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. The Contract is hereby amended to add the Fund to the Contract as a
recipient of the sub-advisory services by revising recital A) at the
beginning of the Agreement to read as follows:
The Advisor has entered into an investment advisory agreement with AIM
Counselor Series Trust (Invesco Counselor Series Trust) ("ACST"), AIM
Growth Series (Invesco Growth Series) ("AGS"), AIM Investment Funds
(Invesco Investment Funds) ("AIF"), AIM International Mutual Funds
(Invesco International Mutual Funds) ("AIMF"), Invesco Management Trust
("IMT") and Invesco Securities Trust ("IST") (collectively, the
"Trusts"), open-end management investment companies registered under the
Investment Company Act of 1940, as amended (the "1940 Act"), with
respect to, among others, the Invesco Short Duration High Yield
Municipal Fund and Invesco Strategic Real Return (series portfolios of
ACST), Invesco Alternative Strategies Fund and Invesco Multi-Asset
Inflation Fund (series portfolios of AGS), Invesco Premium Income Fund,
Invesco Global Markets Strategy Fund, Invesco Macro International Equity
Fund, Invesco Macro Long/Short Fund, Invesco Global Market Neutral Fund,
Invesco Global Targeted Returns Fund, Invesco Low Volatility Emerging
Markets Fund, Invesco All Cap Market Neutral Fund, Invesco Long/Short
Equity Fund, Invesco Global Infrastructure Fund, Invesco MLP Fund,
Invesco Strategic Income Fund and Invesco Unconstrained Bond Fund
(series portfolios of AIF), the Invesco Global Opportunities Fund,
Invesco Global Responsibility Equity Fund, Invesco International
Companies Fund and the Invesco Select Opportunities Fund (series
portfolios of AIMF), Invesco Balanced-Risk Aggressive Allocation Fund (a
series portfolio of IST) and the Invesco Conservative Income Fund (a
series portfolio of IMT) (collectively, the "Funds"); and
2. All other terms and provisions of the Contract not amended shall remain
in full force and effect.
1
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Contract to be
executed by their officers designated as of the day and year first above
written.
INVESCO ADVISERS, INC.
ADVISOR
BY: /S/ JOHN M. ZERR
--------------------------
NAME: JOHN M. ZERR
TITLE: SENIOR VICE PRESIDENT
2
<PAGE>
INVESCO POWERSHARES CAPITAL MANAGEMENT LLC
Sub-Advisor
BY: /S/ DANIEL E. DRAPER
--------------------------
NAME: DAN DRAPER
TITLE: MANAGING DIRECTOR -
INVESCO POWERSHARES
GLOBAL ETFS
3
<PAGE>
Sub-Item 77Q1(e)
AMENDMENT NO. 12
TO
SUB-ADVISORY CONTRACT
This Amendment dated as of July 27, 2016, amends the Sub-Advisory Contract
(the "Contract") between Invesco Advisers, Inc. (the "Advisor") and Invesco
PowerShares Capital Management LLC (the "Sub-Advisor").
WHEREAS, the parties agree to amend the Contract to name change of Invesco
Premium Income Fund to Invesco Multi-Asset Income Fund and Invesco Global
Markets Strategy Fund to Invesco Macro Allocation Strategy Fund, series
portfolios of AIM Investment Funds (Invesco Investment Funds) (the "Fund");
NOW THEREFORE, in consideration of the promises and the mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. The Contract is hereby amended to add the Fund to the Contract as a
recipient of the sub-advisory services by revising recital A) at the
beginning of the Agreement to read as follows:
The Advisor has entered into an investment advisory agreement with AIM
Counselor Series Trust (Invesco Counselor Series Trust) ("ACST"), AIM
Growth Series (Invesco Growth Series) ("AGS"), AIM Investment Funds
(Invesco Investment Funds) ("AIF"), AIM International Mutual Funds
(Invesco International Mutual Funds) ("AIMF"), Invesco Management Trust
("IMT") and Invesco Securities Trust ("IST") (collectively, the
"Trusts"), open-end management investment companies registered under the
Investment Company Act of 1940, as amended (the "1940 Act"), with
respect to, among others, the Invesco Short Duration High Yield
Municipal Fund and Invesco Strategic Real Return (series portfolios of
ACST), Invesco Alternative Strategies Fund and Invesco Multi-Asset
Inflation Fund (series portfolios of AGS), Invesco Multi-Asset Income
Fund, Invesco Macro Allocation Strategy Fund, Invesco Macro
International Equity Fund, Invesco Macro Long/Short Fund, Invesco Global
Market Neutral Fund, Invesco Global Targeted Returns Fund, Invesco Low
Volatility Emerging Markets Fund, Invesco All Cap Market Neutral Fund,
Invesco Long/Short Equity Fund, Invesco Global Infrastructure Fund,
Invesco MLP Fund, Invesco Strategic Income Fund and Invesco
Unconstrained Bond Fund (series portfolios of AIF), the Invesco Global
Opportunities Fund, Invesco Global Responsibility Equity Fund, Invesco
International Companies Fund and the Invesco Select Opportunities Fund
(series portfolios of AIMF), Invesco Balanced-Risk Aggressive Allocation
Fund (a series portfolio of IST) and the Invesco Conservative Income
Fund (a series portfolio of IMT) (collectively, the "Funds"); and
2. All other terms and provisions of the Contract not amended shall remain
in full force and effect.
1
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Contract to be
executed by their officers designated as of the day and year first above
written.
INVESCO ADVISERS, INC.
ADVISOR
BY: /S/ JOHN M. ZERR
--------------------------
NAME: JOHN M. ZERR
TITLE: SENIOR VICE PRESIDENT
2
<PAGE>
INVESCO POWERSHARES CAPITAL MANAGEMENT LLC
Sub-Advisor
BY: /S/ DANIEL E. DRAPER
---------------------------
NAME: DAN DRAPER
TITLE: MANAGING DIRECTOR - INVESCO
POWERSHARES GLOBAL ETFS
3
</TEXT>
</DOCUMENT>