-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RVRQSdg0JIIm4ryEJ3sU8WejHWTHguKqQP1namm5PbWhIyiH6XiuvI2J/gepHKnu voDo4dqsqS6atgHaHF785Q== 0000950123-10-117548.txt : 20101230 0000950123-10-117548.hdr.sgml : 20101230 20101230110522 ACCESSION NUMBER: 0000950123-10-117548 CONFORMED SUBMISSION TYPE: NSAR-B PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 20101031 FILED AS OF DATE: 20101230 DATE AS OF CHANGE: 20101230 EFFECTIVENESS DATE: 20101230 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Invesco Insured Municipal Bond Trust CENTRAL INDEX KEY: 0000861185 IRS NUMBER: 000000000 STATE OF INCORPORATION: MA FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: NSAR-B SEC ACT: 1940 Act SEC FILE NUMBER: 811-06053 FILM NUMBER: 101279879 BUSINESS ADDRESS: STREET 1: 1555 PEACHTREE STREET, N.E. STREET 2: SUITE 1800 CITY: ATLANTA STATE: 2Q ZIP: 30309 BUSINESS PHONE: 404-439-3217 MAIL ADDRESS: STREET 1: 1555 PEACHTREE STREET, N.E. STREET 2: SUITE 1800 CITY: ATLANTA STATE: 2Q ZIP: 30309 FORMER COMPANY: FORMER CONFORMED NAME: MORGAN STANLEY INSURED MUNICIPAL BOND TRUST DATE OF NAME CHANGE: 20011220 FORMER COMPANY: FORMER CONFORMED NAME: MORGAN STANLEY DEAN WITTER INSURED MUNICIPAL BOND TRUST DATE OF NAME CHANGE: 19981221 FORMER COMPANY: FORMER CONFORMED NAME: INTERCAPITAL INSURED MUNICIPAL BOND TRUST DATE OF NAME CHANGE: 19920703 NSAR-B 1 answer.fil ANSWER FILE PAGE 1 000 B000000 10/31/2010 000 C000000 0000861185 000 D000000 N 000 E000000 NF 000 F000000 Y 000 G000000 N 000 H000000 N 000 I000000 6.1 000 J000000 A 001 A000000 INVESCO INSURED MUNICIPAL BOND TRUST 001 B000000 811-06053 001 C000000 8002415477 002 A000000 1555 PEACHTREE ST., NE 002 B000000 ATLANTA 002 C000000 GA 002 D010000 30309 003 000000 N 004 000000 N 005 000000 N 006 000000 N 007 A000000 N 007 B000000 0 007 C010100 1 008 A000001 Invesco Advisers, Inc. 008 B000001 A 008 C000001 801-33949 008 D010001 HOUSTON 008 D020001 TX 008 D030001 77046 008 D040001 1173 008 A000002 Invesco Asset Management Deutschland GmbH 008 B000002 S 008 C000002 801-67712 008 D010002 Frankfurt 008 D050002 Germany 008 D060002 60313 008 A000003 Invesco Asset Management Limited 008 B000003 S 008 C000003 801-50197 008 D010003 London 008 D050003 United Kingdom 008 D060003 EC2A1AG 008 A000004 Invesco Asset Management (Japan) Ltd. 008 B000004 S 008 C000004 801-52601 008 D010004 Tokyo 008 D050004 Japan 008 D060004 105-6025 008 A000005 Invesco Australia Limited 008 B000005 S 008 C000005 801-68638 PAGE 2 008 D010005 Melbourne 008 D050005 Australia 008 D060005 3000 008 A000006 Invesco Hong Kong Limited 008 B000006 S 008 C000006 801-47856 008 D010006 HONG KONG 008 D050006 HONG KONG 008 A000007 Invesco Senior Secured Management, Inc. 008 B000007 S 008 C000007 801-38119 008 D010007 NEW YORK 008 D020007 NY 008 D030007 10036 008 D040007 2727 008 A000008 Invesco Trimark Ltd. 008 B000008 S 008 C000008 801-62166 008 D010008 TORONTO 008 D050008 CANADA 008 D060008 M2N 6X7 010 A000001 Invesco Management Group Inc. 010 B000001 33-67866 010 C010001 Houston 010 C020001 TX 010 C030001 77046 012 A000001 COMPUTERSHARE TRUST COMPANY, N.A. 012 B000001 84-00000 012 C010001 PROVIDENCE 012 C020001 RI 012 C030001 02940 012 C040001 3078 013 A000001 PRICEWATERHOUSE COOPERS, LLP 013 B010001 HOUSTON 013 B020001 TX 013 B030001 77002 014 A000001 ARIGIL MENKUL DEGERLER A.S. 014 B000001 8-00000 014 A000002 BANK MORGAN STANLEY AG 014 B000002 8-00000 014 A000003 BETTER ALTERNATIVE TRADING SYSTEM 014 B000003 8-00000 014 A000004 BLOCK INTEREST DISCOVERY SERVICE 014 B000004 8-00000 014 A000005 CHINA INTERNATIONAL CAPITAL CORP. 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31, 2010, in accordance with the standards of the Public Company Accounting Oversight Board (United States), we considered the Trust's internal control over financial reporting, including controls over safeguarding securities, as a basis for designing our auditing procedures for the purpose of expressing our opinion on the financial statements and to comply with the requirements of Form N-SAR, but not for the purpose of expressing an opinion on the effectiveness of the Trust's internal control over financial reporting. Accordingly, we do not express an opinion on the effectiveness of the Trust's internal control over financial reporting. The management of the Trust is responsible for establishing and maintaining effective internal control over financial reporting. In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of controls. A Trust's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and trustees of the Trust; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of a company's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. A deficiency in internal control over financial reporting exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Trust's annual or interim financial statements will not be prevented or detected on a timely basis. Our consideration of the Trust's internal control over financial reporting was for the limited purpose described in the first paragraph and would not necessarily disclose all deficiencies in internal control over financial reporting that might be material weaknesses under standards established by the Public Company Accounting Oversight Board (United States). However, we noted no deficiencies in the Trust's internal control over financial reporting and its operation, including controls over safeguarding securities that we consider to be material weaknesses as defined above as of October 31, 2010. This report is intended solely for the information and use of management and the Board of Trustees of the Trust and the Securities and Exchange Commission and is not intended to be and should not be used by anyone other than these specified parties. PricewaterhouseCoopers LLP Houston, TX December 22, 2010 EX-99.77C VOTES 3 h7857677c.txt EX-99.77C Sub-Item 77C SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS INVESCO INSURED MUNICIPAL BOND TRUST An Annual Meeting ("Meeting") of Shareholders of Invesco Insured Municipal Bond Trust was held on Friday, July 16, 2010. The Meeting was held for the following purpose: (1) Elect four Trustees by the holders of Common Shares and Preferred Shares voting together, and one Trustee by the holders of Preferred Shares voting separately, each of whom will serve for a three year term or until a successor has been duly elected and qualified. The results of the voting on the above matters were as follows:
Votes Matters Votes For Withheld - ------- --------- -------- (1) Albert R. Dowden........ 3,764,558 35,718 Lewis F. Pennock........ 3,765,435 34,841 Hugo F. Sonnenschein.... 3,758,140 42,136 Raymond Stickel, Jr..... 3,763,387 36,889 Prema Mathai-Davis (P).. 209 0
EX-99.77E LEGAL 4 h7857677e.txt EX-99.77E Sub-Item 77E LEGAL PROCEEDINGS SETTLED ENFORCEMENT ACTIONS AND INVESTIGATIONS RELATED TO MARKET TIMING On October 8, 2004, Invesco Advisers, Inc. (Invesco), successor by merger to Invesco Aim Advisors, Inc. and INVESCO Funds Group, Inc. (IFG), both former investment advisers, along with Invesco Aim Distributors, n/k/a Invesco Distributors, Inc. (Invesco Distributors) reached final settlements with certain regulators, including the Securities and Exchange Commission (SEC), the New York Attorney General and the Colorado Attorney General, to resolve civil enforcement actions and/or investigations related to market timing and related activity in the AIM Funds (n/k/a the Invesco Funds), including those formerly advised by IFG. As part of the settlements, a $325 million fair fund ($110 million of which is civil penalties) was created to compensate shareholders harmed by market timing and related activity in funds formerly advised by IFG. Additionally, Invesco and Invesco Distributors created a $50 million fair fund ($30 million of which is civil penalties) to compensate shareholders harmed by market timing and related activity in funds advised by Invesco, which was done pursuant to the terms of the settlement. The methodology of the fair funds distributions was determined by Invesco's independent distribution consultant (IDC Plan), in consultation with Invesco and the independent trustees of the Invesco Funds, and approved by the SEC on May 23, 2008. The IDC Plan provides for distribution to all eligible investors, for the periods spanning January 1, 2000 through July 31, 2003 (for the IFG Fair Fund) and January 1, 2001 through September 30, 2003 (for the AIM Fair Fund), their proportionate share of the applicable Fair Fund to compensate such investors for injury they may have suffered as a result of market timing in the affected funds. The IDC Plan includes a provision for any residual amounts in the Fair Funds to be distributed in the future to the affected funds. Further details regarding the IDC Plan and distributions thereunder are available on Invesco's Web site, available at http://www.invesco.com/us. At the present time, management of Invesco and the Invesco Funds are unable to estimate the impact, if any, that the outcome of the Pending Litigation and Regulatory Inquiries described herein may have on Invesco, Invesco Distributors or the Invesco Funds. Pending Regulatory Action Alleging Market Timing On August 30, 2005, the West Virginia Office of the State Auditor - Securities Commission (WVASC) issued a Summary Order to Cease and Desist and Notice of Right to Hearing to Invesco and Invesco Distributors (Order No. 05-1318). The WVASC makes findings of fact that Invesco and Invesco Distributors entered into certain arrangements permitting market timing of the Invesco Funds and failed to disclose these arrangements in the prospectuses for such Funds, and conclusions of law to the effect that Invesco and Invesco Distributors violated the West Virginia securities laws. The WVASC orders Invesco and Invesco Distributors to cease any further violations and seeks to impose monetary sanctions, including restitution to affected investors, disgorgement of fees, reimbursement of investigatory, administrative and legal costs and an "administrative assessment," to be determined by the Commissioner. Initial research indicates that these damages could be limited or capped by statute. By agreement with the Commissioner of Securities, Invesco's time to respond to that Order has been indefinitely suspended. Private Civil Actions Alleging Market Timing Multiple civil lawsuits, including purported class action and shareholder derivative suits, have been filed against various parties (including, depending on the lawsuit, certain Invesco Funds, IFG, Invesco, Invesco Aim Management Group, Inc., n/k/a Invesco Management Group, Inc. and certain related entities, certain of their current and former officers and/or certain unrelated third parties) based on allegations of improper market timing and related activity in the Invesco Funds. These lawsuits allege a variety of theories of recovery, including but not limited to: (i) violation of various provisions of the Federal Sub-Item 77E and state securities laws; (ii) violation of various provisions of Employee Retirement Income Security Act of 1974, as amended (ERISA); (iii) breach of fiduciary duty; and/or (iv) breach of contract. These lawsuits were initiated in both Federal and state courts and seek such remedies as compensatory damages; restitution; injunctive relief; disgorgement of management fees; imposition of a constructive trust; removal of certain directors and/or employees; various corrective measures under ERISA; rescission of certain Funds' advisory agreements; interest; and attorneys' and experts' fees. All lawsuits based on allegations of market timing, late trading, and related issues have been transferred to the United States District Court for the District of Maryland (the MDL Court) for consolidated or coordinated pre-trial proceedings. Pursuant to an Order of the MDL Court, plaintiffs in these lawsuits consolidated their claims for pre-trial purposes into three amended complaints against various Invesco - and IFG-related parties. The parties in the amended complaints have agreed in principle to settle the actions. A list identifying the amended complaints in the MDL Court and details of the settlements are discussed below. - RICHARD LEPERA, INDIVIDUALLY AND ON BEHALF OF ALL OTHERS SIMILARLY SITUATED (LEAD PLAINTIFF: CITY OF CHICAGO DEFERRED COMPENSATION PLAN), V. INVESCO FUNDS GROUP, INC., ET AL, in the MDL Court (Case No. 04-MD-15864; No. 04-CV-00814-JFM) (originally in the United States District Court for the District of Colorado), filed on September 29, 2004. - CYNTHIA ESSENMACHER, ET AL., Derivatively on Behalf of the Mutual Funds, Trusts and Corporations Comprising the Invesco and AIM Family of Mutual Funds v. AMVESCAP, PLC, ET AL., in the MDL Court (Case No. 04-MD-15864-FPS; No. 04-819), filed on September 29, 2004. - MIRIAM CALDERON, INDIVIDUALLY AND ON BEHALF OF ALL OTHERS SIMILARLY SITUATED, V. AVZ, INC., ET AL., in the MDL Court (Case No. 1:04-MD-15864-FPS), filed on September 29, 2004. On March 1, 2006, the MDL Court dismissed all derivative causes of action in the Essenmacher lawsuit but two: (i) the excessive fee claim under Section 36(b) of the Investment Company Act of 1940 (the 1940 Act); and (ii) the "control person liability" claim under Section 48 of the 1940 Act, and all claims asserted in the Lepera class action lawsuit but three: (i) the securities fraud claims under Section 10(b) of the Securities Exchange Act of 1934; (ii) the excessive fee claim under Section 36(b) of the 1940 Act (which survived only insofar as plaintiffs seek recovery of fees associated with the assets involved in market timing); and (iii) the "control person liability" claim under Section 48 of the 1940 Act. On June 14, 2006, the MDL Court entered an order dismissing the Section 48 claim in the derivative (Essenmacher) lawsuit. Based on the MDL Court's March 1, 2006 and June 14, 2006 orders, all claims asserted against the Funds that were transferred to the MDL Court were dismissed, although certain Funds remain nominal defendants in the derivative (Essenmacher) lawsuit. On January 5, 2008, the parties reached an agreement in principle to settle both the class action (Lepera) and the derivative (Essenmacher) lawsuits, subject to the MDL Court approval. Individual class members have the right to object. On September 15, 2006, Judge Motz for the MDL Court granted the Defendants' motion to dismiss the ERISA (Calderon) lawsuit and dismissed such lawsuit. The Plaintiff appealed this decision. On June 16, 2008, the Fourth Circuit Court of Appeals reversed the dismissal and remanded this lawsuit back to the MDL Court for further proceedings. On December 15, 2008, the parties reached an agreement in principle to settle this lawsuit, subject to the MDL Court approval. Individual class members have the right to object. No payments are required under the settlement; however, the parties agreed that certain limited changes to benefit plans and participants' accounts would be made. More detailed information regarding each of the civil lawsuits identified above, including the parties to the lawsuits and summaries of the various allegations and remedies sought, can be found in the Fund's Statement of Additional Information. EX-99.77K CHNG ACCNT 5 h78576ex77k.txt EX-99.77K SUB-ITEM 77K CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT INVESCO INSURED MUNICIPAL BOND TRUST The Audit Committee of the Board of Trustees of the Trust appointed, and the Board of Trustees ratified and approved, PricewaterhouseCoopers LLP ("PWC") as the independent registered public accounting firm of the Fund for the fiscal year ended October 31, 2010. Prior to May 31, 2010, the fund was audited by a different independent registered public accounting firm (the "Prior Auditor"). The Board of Trustees selected a new independent auditor for the Fund's current fiscal year in connection with the appointment of Invesco Advisers as investment adviser to the Fund ("New Advisory Agreement"). Effective June 1, 2010, the Prior Auditor resigned as the independent registered public accounting firm of the Fund. The Prior Auditor's report on the financial statements of the Fund for the past two years did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope or accounting principles. During the period the Prior Auditor was engaged, there were no disagreements with the Prior Auditor on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures which, if not resolved to the Prior Auditor's satisfaction, would have caused it to make reference to that matter in connection with its report. (Letter dated December 30, 2010 from Deloitte & Touche LLP is attached as Attachment A to this exhibit.) ATTACHMENT A December 30, 2010 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549-7561 Dear Sirs/Madams: We have read Item 77K of Invesco Insured Municipal Bond Trust Form N-SAR dated December 30, 2010 and we agree with the statements made therein. Yours truly, /s/ Deloitte & Touche LLP EX-99.77Q1 OTHR EXHB 6 h7857677q1e.txt EX-99.77Q1E Sub-Item 77Q 1 (e) SUB-ADVISORY CONTRACT This contract is made as of June 1, 2010, by and among Invesco Advisers, Inc. (the "Adviser") and each of Invesco Asset Management Deutschland GmbH; Invesco Asset Management Limited; Invesco Asset Management (Japan) Limited; Invesco Australia Limited; Invesco Hong Kong Limited; Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd. (each a "Sub-Adviser" and, collectively, the "Sub-Advisers"). WHEREAS: A) The Adviser has entered into an investment advisory agreement with each of the registered investment companies as set forth on Exhibit I (each, a "Fund" and collectively, the "Funds"), as the same may be amended from time to time, each a closed-end management investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"); B) The Adviser is authorized to delegate certain, any or all of its rights, duties and obligations under investment advisory agreements to sub-advisers, including sub-advisers that are affiliated with the Adviser; C) Each Sub-Adviser represents that it is registered with the U.S. Securities and Exchange Commission ("SEC") as an investment adviser under the Investment Advisers Act of 1940 ("Advisers Act"), or will be so registered prior to providing any services to any of the Funds under this Contract, and engages in the business of acting as an investment adviser; and D) The Sub-Advisers and their affiliates have personnel in various locations throughout the world and have been formed in part for the purpose of researching and compiling information and recommendations on the economies of various countries and securities of issuers located in such countries or on various types of investments and investment techniques, and providing investment advisory services in connection therewith. NOW THEREFORE, in consideration of the promises and the mutual covenants herein contained, it is agreed between the parties hereto as follows: 1. Appointment. The Adviser hereby appoints each Sub-Adviser as a sub-adviser of each Fund for the period and on the terms set forth herein. Each Sub-Adviser accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided. 2. Duties as Sub-Adviser. Subject to paragraph 7 below, the Adviser may, in its discretion, appoint each Sub-Adviser to perform one or more of the following services with respect to all or a portion of the investments of each Fund. The services and the portion of the investments of each Fund to be advised or managed by each Sub-Adviser shall be as agreed upon from time to time by the Adviser and the Sub-Advisers. Each Sub-Adviser shall pay the salaries and fees of all personnel of such Sub-Adviser performing services for the Funds related to research, statistical and investment activities. (a) Investment Advice. If and to the extent requested by the Adviser, each Sub-Adviser shall provide investment advice to one or more of the Funds and the Adviser with respect to all or a portion of the investments of such Fund(s) or with respect to various investment techniques, and in connection with such advice shall furnish such Fund(s) and the Adviser with such factual information, research reports and investment recommendations as the Adviser may reasonably require. (b) Order Execution. If and to the extent requested by the Adviser, each Sub-Adviser shall place orders for the purchase and sale of portfolio securities or other investments for one or more of the Funds. In so doing, each Sub-Adviser agrees that it shall comply with paragraph 3 below. (c) Discretionary Investment Management. If and to the extent requested by the Adviser, each Sub-Adviser shall, subject to the supervision of each Fund's Board of Trustees/Directors (the "Board") and the Adviser, manage all or a portion of the investments of one or more of the Funds in accordance with the investment objectives, policies and limitations provided in such Fund's Registration Statement and such other limitations as the Fund or the Adviser may impose by notice to the applicable Sub-Adviser(s) and otherwise in accordance with paragraph 5 below. With respect to the portion of the investments of a Fund under its management, each Sub-Adviser is authorized to: (i) make investment decisions on behalf of the Fund with regard to any stock, bond, other security or investment instrument, including but not limited to foreign currencies, futures, options and other derivatives, and with regard to borrowing money; (ii) place orders for the purchase and sale of securities or other investment instruments with such brokers and dealers as the Sub-Adviser may select; and (iii) upon the request of the Adviser, provide additional investment management services to the Fund, including but not limited to managing the Fund's cash and cash equivalents and lending securities on behalf of the Fund. In selecting brokers or dealers to execute trades for the Funds, each Sub-Adviser will comply with its written policies and procedures regarding brokerage and trading, which policies and procedures shall have been approved by the Board. All discretionary investment management and any other activities of each Sub-Adviser shall at all times be subject to the control and direction of the Adviser and the Board. 3. Broker-Dealer Relationships. Each Sub-Adviser agrees that, in placing orders with brokers and dealers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation, each Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to brokers and dealers who sell shares of the Funds or provide the Funds, the Adviser's other clients, or a Sub-Adviser's other clients with research, analysis, advice and similar services. Each Sub-Adviser may pay to brokers and dealers, in return for such research and analysis, a higher commission or spread than may be charged by other brokers and dealers, subject to such Sub-Adviser determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and such Sub-Adviser to the Funds and their other clients and that the total commissions or spreads paid by each Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to a Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable securities laws and the rules and regulations thereunder and any exemptive orders currently in effect. Whenever a Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a Fund and one or more other accounts advised by such Sub-Adviser, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. 4. Books and Records. Each Sub-Adviser will maintain all required books and records with respect to the securities transactions of the Funds, and will furnish the Board and the Adviser with such periodic and special reports as the Board or the Adviser reasonably may request. Each Sub-Adviser hereby agrees that all records which it maintains for the Adviser are the property of the Adviser, and agrees to preserve for the periods prescribed by applicable law any records which it maintains for the Adviser and which are required to be maintained, and further agrees to surrender promptly to the Adviser any records which it maintains for the Adviser upon request by the Adviser. 5. Further Duties. (a) In all matters relating to the performance of this Contract, each Sub-Adviser will act in conformity with the Articles of Incorporation or Declaration of Trust, as applicable, By-Laws and Registration Statement of each Fund and with the instructions and directions of the Adviser and the Board and will comply with the requirements of the 1940 Act, the rules, regulations, exemptive orders and no-action positions thereunder, and all other applicable laws and regulations. (b) Each Sub-Adviser shall maintain compliance procedures for the Funds that it and the Adviser reasonably believe are adequate to ensure compliance with the federal securities laws (as defined in Rule 38a-1 under the 1940 Act) and the investment objective(s) and policies as stated in the Funds' prospectuses and statements of additional information. Each Sub-Adviser at its expense will provide the Adviser or the Fund's Chief Compliance Officer with such compliance reports relating to its duties under this Contract as may be requested from time to time. Notwithstanding the foregoing, each Sub-Adviser will promptly report to the Adviser any material violations of the federal securities laws (as defined in Rule 38a-1 under the 1940 Act) that it is or should be aware of or of any material violation of the Sub-Adviser's compliance policies and procedures that pertain to the Funds. 2 (c) Each Sub-Adviser at its expense will make available to the Board and the Adviser at reasonable times its portfolio managers and other appropriate personnel, either in person or, at the mutual convenience of the Adviser and the Sub-Adviser, by telephone, in order to review the investment policies, performance and other investment related information regarding the Funds and to consult with the Board and the Adviser regarding the Funds' investment affairs, including economic, statistical and investment matters related to the Sub-Adviser's duties hereunder, and will provide periodic reports to the Adviser relating to the investment strategies it employs. Each Sub-Adviser and its personnel shall also cooperate fully with counsel and auditors for, and the Chief Compliance Officer of, the Adviser and the Fund. (d) Each Sub-Adviser will assist in the fair valuation of portfolio securities held by the Funds. The Sub-Adviser will use its reasonable efforts to provide, based upon its own expertise, and to arrange with parties independent of the Sub-Adviser such as broker-dealers for the provision of, valuation information or prices for securities for which prices are deemed by the Adviser or the Funds' administrator not to be readily available in the ordinary course of business from an automated pricing service. In addition, each Sub-Adviser will assist the Funds and their agents in determining whether prices obtained for valuation purposes accurately reflect market price information relating to the assets of the Funds at such times as the Adviser shall reasonably request, including but not limited to, the hours after the close of a securities market and prior to the daily determination of a Fund's net asset value per share. (e) Each Sub-Adviser represents and warrants that it has adopted a code of ethics meeting the requirements of Rule 17j-1 under the 1940 Act and the requirements of Rule 204A-1 under the Advisers Act and has provided the Adviser and the Board a copy of such code of ethics, together with evidence of its adoption, and will promptly provide copies of any changes thereto, together with evidence of their adoption. Upon request of the Adviser, but in any event no less frequently than annually, each Sub-Adviser will supply the Adviser a written report that (A) describes any issues arising under the code of ethics or procedures since the Sub-Adviser's last report, including but not limited to material violations of the code of ethics or procedures and sanctions imposed in response to the material violations; and (B) certifies that the procedures contained in the Sub-Adviser's code of ethics are reasonably designed to prevent "access persons" from violating the code of ethics. (f) Upon request of the Adviser, each Sub-Adviser will review draft reports to shareholders and other documents provided or available to it and provide comments on a timely basis. In addition, each Sub-Adviser and each officer and portfolio manager thereof designated by the Adviser will provide on a timely basis such certifications or sub-certifications as the Adviser may reasonably request in order to support and facilitate certifications required to be provided by the Funds' Principal Executive Officer and Principal Financial Officer and will adopt such disclosure controls and procedures in support of the disclosure controls and procedures adopted by the Funds as the Adviser, deems are reasonably necessary. (g) Unless otherwise directed by the Adviser or the Board, each Sub-Adviser will vote all proxies received in accordance with the Adviser's proxy voting policy or, if the Sub-Adviser has a proxy voting policy approved by the Board, the Sub-Adviser's proxy voting policy. Each Sub-Adviser shall maintain and shall forward to the Funds or their designated agent such proxy voting information as is necessary for the Funds to timely file proxy voting results in accordance with Rule 30b1-4 under the 1940 Act. (h) Each Sub-Adviser shall provide the Funds' custodian on each business day with information relating to all transactions concerning the assets of the Funds and shall provide the Adviser with such information upon request of the Adviser. 6. Services Not Exclusive. The services furnished by each Sub-Adviser hereunder are not to be deemed exclusive and such Sub-Adviser shall be free to furnish similar services to others so long as its services under this Contract are not impaired thereby. Nothing in this Contract shall limit or restrict the right of any director,officer or employee of a Sub-Adviser, who may also be a Director/Trustee, officer or employee of a Fund, to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any other business, whether of a similar nature or a dissimilar nature. 7. Use of Subsidiaries and Affiliates. Each Sub-Adviser may perform any or all of the services contemplated hereunder, including but not limited to providing investment advice to the Funds pursuant to paragraph 2(a) above and placing orders for the purchase and sale of portfolio securities or other investments for the Funds pursuant to paragraph 2(b) above, directly or through such of its subsidiaries or other affiliates, including each of the other Sub-Advisers, as such Sub-Adviser shall determine; provided, however, that performance of such 3 services through such subsidiaries or other affiliates shall have been approved, when required by the 1940 Act, by (i) a vote of a majority of that Fund's independent Directors/Trustees who are not parties to this Contract or "interested persons" (as defined in the 1940 Act) of a party to this Contract, other than as Board members ("Independent Directors/Trustees"), cast in person at a meeting called for the purpose of voting on such approval, and/or (ii) a vote of a majority of that Fund's outstanding voting securities. 8. Compensation. (a) The only fees payable to the Sub-Advisers under this Contract are for providing discretionary investment management services pursuant to paragraph 2(c) above. For such services, the Adviser will pay each Sub-Adviser a fee, computed daily and paid monthly, equal to (i) 40% of the monthly compensation that the Adviser receives from each Fund pursuant to its advisory agreement with the Funds, multiplied by (ii) the fraction equal to the net assets of such Fund as to which the Sub-Adviser shall have provided discretionary investment management services pursuant to paragraph 2(c) above for that month divided by the net assets of such Fund for that month. This fee shall be payable on or before the last business day of the next succeeding calendar month. This fee shall be reduced to reflect contractual or voluntary fee waivers or expense limitations by the Adviser, if any, in effect from time to time as set forth in paragraph 9 below. In no event shall the aggregate monthly fees paid to the Sub-Advisers under this Contract exceed 40% of the monthly compensation that the Adviser receives from each Fund pursuant to its advisory agreement with the Funds, as reduced to reflect contractual or voluntary fee waivers or expense limitations by the Adviser, if any. (b) If this Contract becomes effective or terminates before the end of any month, the fees for the period from the effective date to the end of the month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination occurs. (c) If a Sub-Adviser provides the services under paragraph 2(c) above to a Fund for a period that is less than a full month, the fees for such period shall be prorated according to the proportion which such period bears to the applicable full month. 9. Fee Waivers and Expense Limitations. If, for any fiscal year of a Fund, the amount of the advisory fee which such Fund would otherwise be obligated to pay to the Adviser is reduced because of contractual or voluntary fee waivers or expense limitations by the Adviser, the fee payable to each Sub-Adviser pursuant to paragraph 8 above shall be reduced proportionately; and to the extent that the Adviser reimburses the Fund as a result of such expense limitations, such Sub-Adviser shall reimburse the Adviser that proportion of such reimbursement payments which the fee payable to each Sub-Adviser pursuant to paragraph 8 above bears to the advisory fee payable to the Adviser pursuant to its advisory agreement with the Funds. 10. Limitation of Liability of Sub-Adviser and Indemnification. No Sub-Adviser shall be liable for any costs or liabilities arising from any error of judgment or mistake of law or any loss suffered by a Fund in connection with the matters to which this Contract relates except a loss resulting from willful misfeasance, bad faith or gross negligence on the part of such Sub-Adviser in the performance by such Sub-Adviser of its duties or from reckless disregard by such Sub-Adviser of its obligations and duties under this Contract. Any person, even though also an officer, partner, employee, or agent of a Sub-Adviser, who may be or become a Director/Trustee, officer, employee or agent of a Fund, shall be deemed, when rendering services to a Fund or acting with respect to any business of a Fund, to be rendering such service to or acting solely for the Fund and not as an officer, partner, employee, or agent or one under the control or direction of such Sub-Adviser even though paid by it. 11. Duration and Termination. (a) This Contract shall become effective with respect to each Sub-Adviser upon the later of the date hereabove written and the date that such Sub-Adviser is registered with the SEC as an investment adviser under the Advisers Act, if a Sub-Adviser is not so registered as of the date hereabove written; provided, however, that this Contract shall not take effect with respect to any Fund unless it has first been approved (i) by a vote of a majority of the Independent Directors/Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of that Fund's outstanding voting securities, when required by the 1940 Act. 4 (b) Unless sooner terminated as provided herein, this Contract shall continue in force and effect with respect to a Fund for two years. Thereafter, if not terminated, with respect to a Fund, this Contract shall continue automatically for successive periods not to exceed twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Fund's Independent Directors/Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of that Fund. (c) Notwithstanding the foregoing, with respect to any Fund(s) or any Sub-Adviser(s), this Contract may be terminated at any time, without the payment of any penalty, (i) by vote of the Fund's Board or by a vote of a majority of the outstanding voting securities of such Fund(s) on sixty days' written notice to such Sub-Adviser(s); or (ii) by the Adviser on sixty days' written notice to such Sub-Adviser(s); or (iii) by a Sub-Adviser on sixty days' written notice to the applicable Fund. Should this Contract be terminated with respect to a Sub-Adviser, the Adviser shall assume the duties and responsibilities of such Sub-Adviser unless and until the Adviser appoints another Sub-Adviser to perform such duties and responsibilities. Termination of this Contract with respect to one or more Fund(s) or Sub-Adviser(s) shall not affect the continued effectiveness of this Contract with respect to any remaining Fund(s) or Sub-Adviser(s). This Contract will automatically terminate in the event of its assignment. 12. Amendment. No provision of this Contract may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought, and, when required by the 1940 Act, no amendment of this Contract shall be effective, as to a Fund, until approved by vote of a majority of the Fund's outstanding voting securities. 13. Notices. Any notices under this Contract shall be in writing, addressed and delivered, telecopied or mailed postage paid, to the other party entitled to receipt thereof at such address as such party may designate for the receipt of such notice. Until further notice to the other party, it is agreed that the address of each Fund and the Adviser shall be 11 Greenway Plaza, Suite 2500, Houston, Texas 77046-1173. Until further notice to the other party, it is agreed that the address of each Sub-Adviser shall be set forth in Exhibit II attached hereto. 14. Governing Law. This Contract shall be construed in accordance with the laws of the State of Texas and the 1940 Act. To the extent that the applicable laws of the State of Texas conflict with the applicable provisions of the 1940 Act, the latter shall control. 15. Multiple Sub-Advisory Agreements. This Contract has been signed by multiple parties; namely the Adviser, on one hand, and each Sub-Adviser, on the other. The parties have signed one document for administrative convenience to avoid a multiplicity of documents. It is understood and agreed that this document shall constitute a separate sub-advisory agreement between the Adviser and each Sub-Adviser with respect to each Fund, as if the Adviser and such Sub-Adviser had executed a separate sub-advisory agreement naming such Sub-Adviser as a sub-adviser to each Fund. With respect to any one Sub-Adviser, (i) references in this Contract to "a Sub-Adviser" or to "each Sub-Adviser" shall be deemed to refer only to such Sub-Adviser, and (ii) the term "this Contract" shall be construed according to the foregoing provisions. 16. Miscellaneous. The captions in this Contract are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. If any provision of this Contract shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Contract shall not be affected thereby. This Contract shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors. Any question of interpretation of any term or provision of this Contract having a counterpart in or otherwise derived from a term or provision of the 1940 Act or the Advisers Act shall be resolved by reference to such term or provision of the 1940 Act or the Advisers Act and to interpretations thereof, if any, by the United States Courts or in the absence of any controlling decision of any such court, by rules, regulations or orders of the SEC issued pursuant to said Acts. In addition, where the effect of a requirement of the 1940 Act or the Advisers Act reflected in any provision of the Contract is revised by rule, regulation or order of the SEC, such provision shall be deemed to incorporate the effect of such rule, regulation or order. 5 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/ Todd Spillane Name: Todd Spillane Title: Senior Vice President 6 INVESCO ASSET MANAGEMENT INVESCO ASSET MANAGEMENT LIMITED DEUTSCHLAND GMBH Sub-Adviser Sub-Adviser By: /s/ K. G. Bayer / /s/ D. L. Langewand By: /s/ Michelle Moran Name: K. G. Bayer / D. L. Langewand Name: Michelle Moran Title: Managing Directors Title: Head of Legal for UK and Ireland INVESCO ASSET MANAGEMENT (JAPAN) LIMITED INVESCO AUSTRALIA LIMITED Sub-Adviser Sub-Adviser By: /s/ Masakazu Hasegawa By: /s/ Robert Ades / /s/ Ian Coatman Name: Masakazu Hasegawa Name: Robert Ades / Ian Coatman Title: Managing Director Title: Director Head of Legal INVESCO HONG KONG LIMITED INVESCO SENIOR SECURED MANAGEMENT, INC. Sub-Adviser Sub-Adviser By: /s/ Fanny Lee /s/ Gracie Liu By: /s/ Jeffrey H. Kupor Name: Fanny Lee Gracie Liu Name: Jeffrey H. Kupor Title: Director Director Title: Secretary and General Council INVESCO TRIMARK LTD. Sub-Adviser By: /s/ Eric J. Adelson /s/ Theodore Heldman Name: Eric J. Adelson Theodore Heldman Title: Senior Vice President, Legal and Secretary / Vice President
7 EXHIBIT I FUNDS Invesco California Insured Municipal Income Trust Invesco California Quality Municipal Securities Invesco Insured California Municipal Securities Invesco Insured Municipal Bond Trust Invesco Insured Municipal Income Trust Invesco Insured Municipal Securities Invesco Insured Municipal Trust Invesco Municipal Income Opportunities Trust Invesco Municipal Income Opportunities Trust II Invesco Municipal Income Opportunities Trust III Invesco Municipal Premium Income Trust Invesco New York Quality Municipal Securities Invesco Prime Income Trust Invesco Quality Municipal Income Trust Invesco Quality Municipal Investment Trust Invesco Quality Municipal Securities 8 EXHIBIT II ADDRESSES OF SUB-ADVISERS Invesco Asset Management Deutschland GmbH An der Welle 5, 1st Floor Frankfurt, Germany 60322 Invesco Asset Management Limited 30 Finsbury Square London, United Kingdom EC2A 1AG ENGLAND Invesco Asset Management (Japan) Limited 25th Floor, Shiroyama Trust Tower 3-1, Toranoman 4-chome, Minato-Ku Tokyo, Japan 105-6025 Invesco Australia Limited 333 Collins Street, Level 26 Melbourne Victoria 3000, Australia Invesco Hong Kong Limited 32nd Floor Three Pacific Place 1 Queen's Road East Hong Kong Invesco Senior Secured Management, Inc. 1166 Avenue of the Americas, 27th Floor New York, NY 10036 USA Invesco Trimark Ltd. 5140 Yonge Street Suite 900 Toronto, ON, M2N 6X7 9 EX-99.77Q1 OTHR EXHB 7 h7857677q1ea.txt EX-99.77Q1EA 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 Insured Municipal Income Trust, Invesco California Quality Municipal Securities, Invesco High Yield Investments Funds, Inc., Invesco Insured California Municipal Securities, Invesco Insured Municipal Bond Trust, Invesco Insured Municipal Income Trust, Invesco Insured Municipal Securities, Invesco Insured Municipal Trust, Invesco Municipal Income Opportunities Trust, Invesco Municipal Income Opportunities Trust II, Invesco Municipal Income Opportunities Trust III, Invesco Municipal Premium Income Trust, Invesco New York Quality Municipal Securities, Invesco Prime Income Trust, Invesco Quality Municipal Income Trust, Invesco Quality Municipal Investment Trust, Invesco Quality Municipal Securities 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), the Trusts and Invesco agree 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; (v) expenses related to a merger or reorganization, as approved by the Funds' Boards of Trustees; (vi) expenses of the underlying funds that are paid indirectly as a result of share ownership of the underlying funds; and (vii) 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. Notwithstanding the foregoing, for Funds indicated on Exhibits A - D with an asterisk, Invesco will waive its fees or reimburse expenses to the extent that total annual fund operating expenses after fee waiver and/or expense reimbursement of a class of a Fund (excluding (i) interest; (ii) taxes; (iii) dividend expense on short sales; (iv) extraordinary or non-routine items; (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. With regard to the Contractual Limits, the Board of Trustees of the Trust and Invesco may terminate or modify this Memorandum of Agreement prior to the Expiration Date only by mutual written consent. Invesco will not have any right to reimbursement of any amount so waived or reimbursed. For the Contractual Limits, each of the Trusts and Invesco agree 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 the Trusts and Invesco have agreed to continue them. The Exhibits will be amended to reflect any such agreement. For the Voluntary Limits (listed in Exhibits A - D), the Trusts and Invesco agree 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 after consultation with the Funds' Boards of Trustees. 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 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 QUALITY MUNICIPAL SECURITIES INVESCO HIGH YIELD INVESTMENT FUNDS, INC. INVESCO INSURED CALIFORNIA MUNICIPAL SECURITIES INVESCO INSURED MUNICIPAL BOND TRUST INVESCO INSURED MUNICIPAL INCOME TRUST INVESCO INSURED MUNICIPAL SECURITIES INVESCO INSURED MUNICIPAL TRUST INVESCO MUNICIPAL INCOME OPPORTUNITIES TRUST INVESCO MUNICIPAL INCOME OPPORTUNITIES TRUST II INVESCO MUNICIPAL INCOME OPPORTUNITIES TRUST III INVESCO MUNICIPAL PREMIUM INCOME TRUST INVESCO NEW YORK QUALITY MUNICIPAL SECURITIES INVESCO PRIME INCOME TRUST INVESCO QUALITY MUNICIPAL INCOME TRUST INVESCO QUALITY MUNICIPAL INVESTMENT TRUST INVESCO QUALITY MUNICIPAL SECURITIES 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 as of September 15, 2010 EXHIBIT "A" - RETAIL FUNDS(1) AIM COUNSELOR SERIES TRUST (INVESCO COUNSELOR SERIES TRUST)
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE - ---- ------------ ---------- ------------------ ----------------- Invesco Balanced Fund* Class A Shares Contractual 1.10% February 12, 2010 June 30, 2012 Class B Shares Contractual 1.85% February 12, 2010 June 30, 2012 Class C Shares Contractual 1.85% February 12, 2010 June 30, 2012 Class Y Shares Contractual 0.85% February 12, 2010 June 30, 2012 Invesco California Tax-Free Income Fund* Class A Shares Contractual 0.85% February 12, 2010 June 30, 2012 Class B Shares Contractual 1.35% February 12, 2010 June 30, 2012 Class C Shares Contractual 1.35% February 12, 2010 June 30, 2012 Class Y Shares Contractual 0.60% February 12, 2010 June 30, 2012 Invesco Core Plus Bond Fund Class A Shares Contractual 0.90% June 2, 2009 December 31, 2011 Class B Shares Contractual 1.65% June 2, 2009 December 31, 2011 Class C Shares Contractual 1.65% June 2, 2009 December 31, 2011 Class R Shares Contractual 1.15% June 2, 2009 December 31, 2011 Class Y Shares Contractual 0.65% June 2, 2009 December 31, 2011 Institutional Class Shares Contractual 0.65% June 2, 2009 December 31, 2011 Invesco Dividend Growth Securities Fund* Class A Shares Contractual 0.95% February 12, 2010 June 30, 2012 Class B Shares Contractual 1.70% February 12, 2010 June 30, 2012 Class C Shares Contractual 1.70% February 12, 2010 June 30, 2012 Class Y Shares Contractual 0.70% February 12, 2010 June 30, 2012 Invesco Equally-Weighted S&P 500 Fund* Class A Shares Contractual 0.75% February 12, 2010 June 30, 2012 Class B Shares Contractual 1.50% February 12, 2010 June 30, 2012 Class C Shares Contractual 1.50% February 12, 2010 June 30, 2012 Class R Shares Contractual 1.00% February 12, 2010 June 30, 2012 Class Y Shares Contractual 0.50% February 12, 2010 June 30, 2012 Invesco Floating Rate Fund Class A Shares Contractual 1.50% April 14, 2006 December 31, 2011 Class C Shares Contractual 2.00% April 14, 2006 December 31, 2011 Class R Shares Contractual 1.75% April 14, 2006 December 31, 2011 Class Y Shares Contractual 1.25% October 3, 2008 December 31, 2011 Institutional Class Shares Contractual 1.25% April 14, 2006 December 31, 2011 Invesco Fundamental Value Fund* Class A Shares Contractual 1.65% February 12, 2010 June 30, 2012 Class B Shares Contractual 2.40% February 12, 2010 June 30, 2012 Class C Shares Contractual 2.40% February 12, 2010 June 30, 2012 Class Y Shares Contractual 1.40% February 12, 2010 June 30, 2012 Invesco Large Cap Relative Value Fund* Class A Shares Contractual 0.95% February 12, 2010 June 30, 2012 Class B Shares Contractual 1.70% February 12, 2010 June 30, 2012 Class C Shares Contractual 1.70% February 12, 2010 June 30, 2012 Class Y Shares Contractual 0.70% February 12, 2010 June 30, 2012
See page 21 for footnotes to Exhibit A. 3 as of September 15, 2010
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE - ---- ------------ ---------- ------------------ ----------------- Invesco Multi-Sector Fund Class A Shares Contractual 2.00% July 1, 2009 December 31, 2011 Class B Shares Contractual 2.75% July 1, 2009 December 31, 2011 Class C Shares Contractual 2.75% July 1, 2009 December 31, 2011 Class Y Shares Contractual 1.75% July 1, 2009 December 31, 2011 Institutional Class Shares Contractual 1.75% July 1, 2009 December 31, 2011 Invesco New York Tax-Free Income Fund* Class A Shares Contractual 0.90% February 12, 2010 June 30, 2012 Class B Shares Contractual 1.40% February 12, 2010 June 30, 2012 Class C Shares Contractual 1.40% February 12, 2010 June 30, 2012 Class Y Shares Contractual 0.65% February 12, 2010 June 30, 2012 Invesco S&P 500 Index Fund* Class A Shares Contractual 0.65% February 12, 2010 June 30, 2012 Class B Shares Contractual 1.40% February 12, 2010 June 30, 2012 Class C Shares Contractual 1.40% February 12, 2010 June 30, 2012 Class Y Shares Contractual 0.40% February 12, 2010 June 30, 2012 Invesco Select Real Estate Income Fund Class A Shares Contractual 2.00% July 1, 2009 December 31, 2011 Class B Shares Contractual 2.75% July 1, 2009 December 31, 2011 Class C Shares Contractual 2.75% July 1, 2009 December 31, 2011 Class Y Shares Contractual 1.75% July 1, 2009 December 31, 2011 Institutional Class Shares Contractual 1.75% July 1, 2009 December 31, 2011 Invesco Structured Core Fund Class A Shares Contractual 1.00% July 1, 2009 December 31, 2011 Class B Shares Contractual 1.75% July 1, 2009 December 31, 2011 Class C Shares Contractual 1.75% July 1, 2009 December 31, 2011 Class R Shares Contractual 1.25% July 1, 2009 December 31, 2011 Class Y Shares Contractual 0.75% July 1, 2009 December 31, 2011 Investor Class Shares Contractual 1.00% July 1, 2009 December 31, 2011 Institutional Class Shares Contractual 0.75% July 1, 2009 December 31, 2011 Invesco Structured Growth Fund Class A Shares Contractual 1.00% March 31, 2006 December 31, 2011 Class B Shares Contractual 1.75% March 31, 2006 December 31, 2011 Class C Shares Contractual 1.75% March 31, 2006 December 31, 2011 Class R Shares Contractual 1.25% March 31, 2006 December 31, 2011 Class Y Shares Contractual 0.75% October 3, 2008 December 31, 2011 Institutional Class Shares Contractual 0.75% March 31, 2006 December 31, 2011 Invesco Structured Value Fund Class A Shares Contractual 1.00% March 31, 2006 December 31, 2011 Class B Shares Contractual 1.75% March 31, 2006 December 31, 2011 Class C Shares Contractual 1.75% March 31, 2006 December 31, 2011 Class R Shares Contractual 1.25% March 31, 2006 December 31, 2011 Class Y Shares Contractual 0.75% October 3, 2008 December 31, 2011 Institutional Class Shares Contractual 0.75% March 31, 2006 December 31, 2011 Invesco Van Kampen American Franchise Fund* Class A Shares Contractual 1.35% February 12, 2010 June 30, 2012 Class B Shares Contractual 2.10% February 12, 2010 June 30, 2012 Class C Shares Contractual 2.10% February 12, 2010 June 30, 2012 Class Y Shares Contractual 1.10% February 12, 2010 June 30, 2012
See page 21 for footnotes to Exhibit A. 4 as of September 15, 2010
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE - ---- ------------ ---------- ------------------ ----------------- Invesco Van Kampen Core Equity Fund* Class A Shares Contractual 1.20% February 12, 2010 June 30, 2012 Class B Shares Contractual 1.95% February 12, 2010 June 30, 2012 Class C Shares Contractual 1.95% February 12, 2010 June 30, 2012 Class R Shares Contractual 1.45% February 12, 2010 June 30, 2012 Class Y Shares Contractual 0.95% February 12, 2010 June 30, 2012 Invesco Van Kampen Equity and Income Fund* Class A Shares Contractual 0.82% February 12, 2010 June 30, 2012 Class B Shares Contractual 1.57% February 12, 2010 June 30, 2012 Class C Shares Contractual 1.57% February 12, 2010 June 30, 2012 Class R Shares Contractual 1.07% February 12, 2010 June 30, 2012 Class Y Shares Contractual 0.57% February 12, 2010 June 30, 2012 Institutional Class Shares Contractual 0.57% February 12, 2010 June 30, 2012 Invesco Van Kampen Equity Premium Income Fund* Class A Shares Contractual 1.24% February 12, 2010 June 30, 2012 Class B Shares Contractual 1.99% February 12, 2010 June 30, 2012 Class C Shares Contractual 1.99% February 12, 2010 June 30, 2012 Class Y Shares Contractual 0.99% February 12, 2010 June 30, 2012 Invesco Van Kampen Growth and Income Fund* Class A Shares Contractual 0.88% February 12, 2010 June 30, 2012 Class B Shares Contractual 1.63% February 12, 2010 June 30, 2012 Class C Shares Contractual 1.63% February 12, 2010 June 30, 2012 Class R Shares Contractual 1.13% February 12, 2010 June 30, 2012 Class Y Shares Contractual 0.63% February 12, 2010 June 30, 2012 Institutional Class Shares Contractual 0.63% February 12, 2010 June 30, 2012 Invesco Van Kampen Pennsylvania Tax Free Income Fund* Class A Shares Contractual 1.13% February 12, 2010 June 30, 2012 Class B Shares Contractual 1.88% February 12, 2010 June 30, 2012 Class C Shares Contractual 1.88% February 12, 2010 June 30, 2012 Class Y Shares Contractual 0.88% February 12, 2010 June 30, 2012 Invesco Van Kampen Small Cap Growth Fund* Class A Shares Contractual 1.38% February 12, 2010 June 30, 2012 Class B Shares Contractual 2.13% February 12, 2010 June 30, 2012 Class C Shares Contractual 2.13% February 12, 2010 June 30, 2012 Class Y Shares Contractual 1.13% February 12, 2010 June 30, 2012
AIM EQUITY FUNDS (INVESCO EQUITY FUNDS)
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE - ---- ------------ ---------- ------------------ ----------------- Invesco Capital Development Fund Class A Shares Contractual 2.00% July 1, 2009 February 28, 2011 Class B Shares Contractual 2.75% July 1, 2009 February 28, 2011 Class C Shares Contractual 2.75% July 1, 2009 February 28, 2011 Class R Shares Contractual 2.25% July 1, 2009 February 28, 2011 Class Y Shares Contractual 1.75% July 1, 2009 February 28, 2011 Investor Class Shares Contractual 2.00% July 1, 2009 February 28, 2011 Institutional Class Shares Contractual 1.75% July 1, 2009 February 28, 2011
See page 21 for footnotes to Exhibit A. 5 as of September 15, 2010
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE - ---- ------------ ---------- ------------------ ----------------- Invesco Charter Fund Class A Shares Contractual 2.00% July 1, 2009 February 28, 2011 Class B Shares Contractual 2.75% July 1, 2009 February 28, 2011 Class C Shares Contractual 2.75% July 1, 2009 February 28, 2011 Class R Shares Contractual 2.25% July 1, 2009 February 28, 2011 Class S Shares Contractual 1.90% September 25, 2009 February 28, 2011 Class Y Shares Contractual 1.75% July 1, 2009 February 28, 2011 Institutional Class Shares Contractual 1.75% July 1, 2009 February 28, 2011 Invesco Constellation Fund Class A Shares Contractual 2.00% July 1, 2009 February 28, 2011 Class B Shares Contractual 2.75% July 1, 2009 February 28, 2011 Class C Shares Contractual 2.75% July 1, 2009 February 28, 2011 Class R Shares Contractual 2.25% July 1, 2009 February 28, 2011 Class Y Shares Contractual 1.75% July 1, 2009 February 28, 2011 Institutional Class Shares Contractual 1.75% July 1, 2009 February 28, 2011 Invesco Disciplined Equity Fund Class Y Shares Contractual 1.75% July 14, 2009 February 28, 2011 Invesco Diversified Dividend Fund Class A Shares Contractual 2.00% July 1, 2009 February 28, 2011 Class B Shares Contractual 2.75% July 1, 2009 February 28, 2011 Class C Shares Contractual 2.75% July 1, 2009 February 28, 2011 Class R Shares Contractual 2.25% July 1, 2009 February 28, 2011 Class Y Shares Contractual 1.75% July 1, 2009 February 28, 2011 Investor Class Shares Contractual 2.00% July 1, 2009 February 28, 2011 Institutional Class Shares Contractual 1.75% July 1, 2009 February 28, 2011 Invesco Large Cap Basic Value Fund Class A Shares Contractual 2.00% July 1, 2009 February 28, 2011 Class B Shares Contractual 2.75% July 1, 2009 February 28, 2011 Class C Shares Contractual 2.75% July 1, 2009 February 28, 2011 Class R Shares Contractual 2.25% July 1, 2009 February 28, 2011 Class Y Shares Contractual 1.75% July 1, 2009 February 28, 2011 Investor Class Shares Contractual 2.00% July 1, 2009 February 28, 2011 Institutional Class Shares Contractual 1.75% July 1, 2009 February 28, 2011 Invesco Large Cap Growth Fund Class A Shares Contractual 2.00% July 1, 2009 February 28, 2011 Class B Shares Contractual 2.75% July 1, 2009 February 28, 2011 Class C Shares Contractual 2.75% July 1, 2009 February 28, 2011 Class R Shares Contractual 2.25% July 1, 2009 February 28, 2011 Class Y Shares Contractual 1.75% July 1, 2009 February 28, 2011 Investor Class Shares Contractual 2.00% July 1, 2009 February 28, 2011 Institutional Class Shares Contractual 1.75% July 1, 2009 February 28, 2011 Invesco Summit Fund Class A Shares Contractual 2.00% July 1, 2009 February 28, 2011 Class B Shares Contractual 2.75% July 1, 2009 February 28, 2011 Class C Shares Contractual 2.75% July 1, 2009 February 28, 2011 Class P Shares Contractual 1.85% July 1, 2009 February 28, 2011 Class S Shares Contractual 1.90% September 25, 2009 February 28, 2011 Class Y Shares Contractual 1.75% July 1, 2009 February 28, 2011 Institutional Class Shares Contractual 1.75% July 1, 2009 February 28, 2011
See page 21 for footnotes to Exhibit A. 6 as of September 15, 2010 AIM FUNDS GROUP (INVESCO FUNDS GROUP)
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE - ---- ------------ ---------- ------------------ ----------------- Invesco Basic Balanced Fund Class A Shares Contractual 2.00% July 1, 2009 April 30, 2011 Class B Shares Contractual 2.75% July 1, 2009 April 30, 2011 Class C Shares Contractual 2.75% July 1, 2009 April 30, 2011 Class R Shares Contractual 2.25% July 1, 2009 April 30, 2011 Class Y Shares Contractual 1.75% July 1, 2009 April 30, 2011 Investor Class Shares Contractual 2.00% July 1, 2009 April 30, 2011 Institutional Class Shares Contractual 1.75% July 1, 2009 April 30, 2011 Invesco European Small Company Fund Class A Shares Contractual 2.25% July 1, 2009 April 30, 2011 Class B Shares Contractual 3.00% July 1, 2009 April 30, 2011 Class C Shares Contractual 3.00% July 1, 2009 April 30, 2011 Class Y Shares Contractual 2.00% July 1, 2009 April 30, 2011 Invesco Global Core Equity Fund Class A Shares Contractual 2.25% July 1, 2009 April 30, 2011 Class B Shares Contractual 3.00% July 1, 2009 April 30, 2011 Class C Shares Contractual 3.00% July 1, 2009 April 30, 2011 Class Y Shares Contractual 2.00% July 1, 2009 April 30, 2011 Institutional Class Shares Contractual 2.00% July 1, 2009 April 30, 2011 Invesco International Small Company Fund Class A Shares Contractual 2.25% July 1, 2009 April 30, 2011 Class B Shares Contractual 3.00% July 1, 2009 April 30, 2011 Class C Shares Contractual 3.00% July 1, 2009 April 30, 2011 Class Y Shares Contractual 2.00% July 1, 2009 April 30, 2011 Institutional Class Shares Contractual 2.00% July 1, 2009 April 30, 2011 Invesco Mid Cap Basic Value Fund Class A Shares Contractual 2.00% July 1, 2009 April 30, 2011 Class B Shares Contractual 2.75% July 1, 2009 April 30, 2011 Class C Shares Contractual 2.75% July 1, 2009 April 30, 2011 Class R Shares Contractual 2.25% July 1, 2009 April 30, 2011 Class Y Shares Contractual 1.75% July 1, 2009 April 30, 2011 Institutional Class Shares Contractual 1.75% July 1, 2009 April 30, 2011 Invesco Select Equity Fund Class A Shares Contractual 2.00% July 1, 2009 April 30, 2011 Class B Shares Contractual 2.75% July 1, 2009 April 30, 2011 Class C Shares Contractual 2.75% July 1, 2009 April 30, 2011 Class Y Shares Contractual 1.75% July 1, 2009 April 30, 2011 Invesco Small Cap Equity Fund Class A Shares Contractual 2.00% July 1, 2009 April 30, 2011 Class B Shares Contractual 2.75% July 1, 2009 April 30, 2011 Class C Shares Contractual 2.75% July 1, 2009 April 30, 2011 Class R Shares Contractual 2.25% July 1, 2009 April 30, 2011 Class Y Shares Contractual 1.75% July 1, 2009 April 30, 2011 Institutional Class Shares Contractual 1.75% July 1, 2009 April 30, 2011
See page 21 for footnotes to Exhibit A. 7 as of September 15, 2010 AIM GROWTH SERIES (INVESCO GROWTH SERIES)
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE - ---- ------------ ---------- ------------------ ----------------- Invesco Balanced-Risk Retirement 2010 Fund(3) Class A Shares Contractual 0.25% November 4, 2009 April 30, 2011 Class A5 Shares Contracutal 0.25% February 12, 2010 April 30, 2011 Class B Shares Contractual 1.00% November 4, 2009 April 30, 2011 Class C Shares Contractual 1.00% November 4, 2009 April 30, 2011 Class C5 Shares Contractual 1.00% February 12, 2010 April 30, 2011 Class R Shares Contractual 0.50% November 4, 2009 April 30, 2011 Class R5 Shares Contractual 0.50% February 12, 2010 April 30, 2011 Class Y Shares Contractual 0.00% November 4, 2009 April 30, 2011 Institutional Class Shares Contractual 0.00% November 4, 2009 April 30, 2011 Invesco Balanced-Risk Retirement 2020 Fund(4) Class A Shares Contractual 0.25% November 4, 2009 April 30, 2011 Class A5 Shares Contractual 0.25% February 12, 2010 April 30, 2011 Class B Shares Contractual 1.00% November 4, 2009 April 30, 2011 Class C Shares Contractual 1.00% November 4, 2009 April 30, 2011 Class C5 Shares Contractual 1.00% February 12, 2010 April 30, 2011 Class R Shares Contractual 0.50% November 4, 2009 April 30, 2011 Class R5 Shares Contractual 0.50% February 12, 2010 April 30, 2011 Class Y Shares Contractual 0.00% November 4, 2009 April 30, 2011 Institutional Class Shares Contractual 0.00% November 4, 2009 April 30, 2011 Invesco Balanced-Risk Retirement 2030 Fund(5) Class A Shares Contractual 0.25% November 4, 2009 April 30, 2011 Class A5 Shares Contractual 0.25% February 12, 2010 April 30, 2011 Class B Shares Contractual 1.00% November 4, 2009 April 30, 2011 Class C Shares Contractual 1.00% November 4, 2009 April 30, 2011 Class C5 Shares Contractual 1.00% February 12, 2010 April 30, 2011 Class R Shares Contractual 0.50% November 4, 2009 April 30, 2011 Class R5 Shares Contractual 0.50% February 12, 2010 April 30, 2011 Class Y Shares Contractual 0.00% November 4, 2009 April 30, 2011 Institutional Class Shares Contractual 0.00% November 4, 2009 April 30, 2011 Invesco Balanced-Risk Retirement 2040 Fund(6) Class A Shares Contractual 0.25% November 4, 2009 April 30, 2011 Class A5 Shares Contractual 0.25% February 12, 2010 April 30, 2011 Class B Shares Contractual 1.00% November 4, 2009 April 30, 2011 Class C Shares Contractual 1.00% November 4, 2009 April 30, 2011 Class C5 Shares Contractual 1.00% February 12, 2010 April 30, 2011 Class R Shares Contractual 0.50% November 4, 2009 April 30, 2011 Class R5 Shares Contractual 0.50% February 12, 2010 April 30, 2011 Class Y Shares Contractual 0.00% November 4, 2009 April 30, 2011 Institutional Class Shares Contractual 0.00% November 4, 2009 April 30, 2011 Invesco Balanced-Risk Retirement 2050 Fund(8) Class A Shares Contractual 0.25% November 4, 2009 April 30, 2011 Class A5 Shares Contractual 0.25% February 12, 2010 April 30, 2011 Class B Shares Contractual 1.00% November 4, 2009 April 30, 2011 Class C Shares Contractual 1.00% November 4, 2009 April 30, 2011 Class C5 Shares Contractual 1.00% February 12, 2010 April 30, 2011 Class R Shares Contractual 0.50% November 4, 2009 April 30, 2011 Class R5 Shares Contractual 0.50% February 12, 2010 April 30, 2011 Class Y Shares Contractual 0.00% November 4, 2009 April 30, 2011 Institutional Class Shares Contractual 0.00% November 4, 2009 April 30, 2011
See page 21 for footnotes to Exhibit A. 8 as of September 15, 2010
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE - ---- ------------ ---------- ------------------ ----------------- Invesco Balanced-Risk Retirement Now Fund(2) Class A Shares Contractual 0.25% November 4, 2009 April 30, 2011 Class A5 Shares Contractual 0.25% February 12, 2010 April 30, 2011 Class B Shares Contractual 1.00% November 4, 2009 April 30, 2011 Class C Shares Contractual 1.00% November 4, 2009 April 30, 2011 Class C5 Shares Contractual 1.00% February 12, 2010 April 30, 2011 Class R Shares Contractual 0.50% November 4, 2009 April 30, 2011 Class R5 Shares Contractual 0.50% February 12, 2010 April 30, 2011 Class Y Shares Contractual 0.00% November 4, 2009 April 30, 2011 Institutional Class Shares Contractual 0.00% November 4, 2009 April 30, 2011 Invesco Basic Value Fund Class A Shares Contractual 2.00% July 1, 2009 April 30, 2011 Class B Shares Contractual 2.75% July 1, 2009 April 30, 2011 Class C Shares Contractual 2.75% July 1, 2009 April 30, 2011 Class R Shares Contractual 2.25% July 1, 2009 April 30, 2011 Class Y Shares Contractual 1.75% July 1, 2009 April 30, 2011 Institutional Class Shares Contractual 1.75% July 1, 2009 April 30, 2011 Invesco Conservative Allocation Fund Class A Shares Contractual 0.48% July 1, 2009 April 30, 2011 Class B Shares Contractual 1.23% July 1, 2009 April 30, 2011 Class C Shares Contractual 1.23% July 1, 2009 April 30, 2011 Class R Shares Contractual 0.73% July 1, 2009 April 30, 2011 Class S Shares Contractual 0.38% September 25, 2009 April 30, 2011 Class Y Shares Contractual 0.23% July 1, 2009 April 30, 2011 Institutional Class Shares Contractual 0.23% July 1, 2009 April 30, 2011 Invesco Convertible Securities Fund* Class A Shares Contractual 1.27% February 12, 2010 June 30, 2012 Class B Shares Contractual 2.02% February 12, 2010 June 30, 2012 Class C Shares Contractual 2.02% February 12, 2010 June 30, 2012 Class Y Shares Contractual 1.02% February 12, 2010 June 30, 2012 Invesco Global Equity Fund Class A Shares Contractual 2.25% July 1, 2009 April 30, 2011 Class B Shares Contractual 3.00% July 1, 2009 April 30, 2011 Class C Shares Contractual 3.00% July 1, 2009 April 30, 2011 Class R Shares Contractual 2.50% July 1, 2009 April 30, 2011 Class Y Shares Contractual 2.00% July 1, 2009 April 30, 2011 Institutional Class Shares Contractual 2.00% July 1, 2009 April 30, 2011 Invesco Growth Allocation Fund Class A Shares Contractual 0.46% July 1, 2009 April 30, 2011 Class B Shares Contractual 1.21% July 1, 2009 April 30, 2011 Class C Shares Contractual 1.21% July 1, 2009 April 30, 2011 Class R Shares Contractual 0.71% July 1, 2009 April 30, 2011 Class S Shares Contractual 0.36% September 25, 2009 April 30, 2011 Class Y Shares Contractual 0.21% July 1, 2009 April 30, 2011 Institutional Class Shares Contractual 0.21% July 1, 2009 April 30, 2011 Invesco Income Allocation Fund Class A Shares Contractual 0.28% July 1, 2009 April 30, 2011 Class B Shares Contractual 1.03% July 1, 2009 April 30, 2011 Class C Shares Contractual 1.03% July 1, 2009 April 30, 2011 Class R Shares Contractual 0.53% July 1, 2009 April 30, 2011 Class Y Shares Contractual 0.03% July 1, 2009 April 30, 2011 Institutional Class Shares Contractual 0.03% July 1, 2009 April 30, 2011
See page 21 for footnotes to Exhibit A. 9 as of September 15, 2010
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE - ---- ------------ ---------- ------------------ ----------------- Invesco International Allocation Fund Class A Shares Contractual 0.43% July 1, 2009 April 30, 2011 Class B Shares Contractual 1.18% July 1, 2009 April 30, 2011 Class C Shares Contractual 1.18% July 1, 2009 April 30, 2011 Class R Shares Contractual 0.68% July 1, 2009 April 30, 2011 Class Y Shares Contractual 0.18% July 1, 2009 April 30, 2011 Institutional Class Shares Contractual 0.18% July 1, 2009 April 30, 2011 Invesco Mid Cap Core Equity Fund Class A Shares Contractual 2.00% July 1, 2009 April 30, 2011 Class B Shares Contractual 2.75% July 1, 2009 April 30, 2011 Class C Shares Contractual 2.75% July 1, 2009 April 30, 2011 Class R Shares Contractual 2.25% July 1, 2009 April 30, 2011 Class Y Shares Contractual 1.75% July 1, 2009 April 30, 2011 Institutional Class Shares Contractual 1.75% July 1, 2009 April 30, 2011 Invesco Moderate Allocation Fund Class A Shares Contractual 0.37% July 1, 2009 April 30, 2011 Class B Shares Contractual 1.12% July 1, 2009 April 30, 2011 Class C Shares Contractual 1.12% July 1, 2009 April 30, 2011 Class R Shares Contractual 0.62% July 1, 2009 April 30, 2011 Class S Shares Contractual 0.27% September 25, 2009 April 30, 2011 Class Y Shares Contractual 0.12% July 1, 2009 April 30, 2011 Institutional Class Shares Contractual 0.12% July 1, 2009 April 30, 2011 Invesco Moderate Growth Allocation Fund Class A Shares Contractual 0.37% July 1, 2009 April 30, 2011 Class B Shares Contractual 1.12% July 1, 2009 April 30, 2011 Class C Shares Contractual 1.12% July 1, 2009 April 30, 2011 Class R Shares Contractual 0.62% July 1, 2009 April 30, 2011 Class Y Shares Contractual 0.12% July 1, 2009 April 30, 2011 Institutional Class Shares Contractual 0.12% July 1, 2009 April 30, 2011 Invesco Moderately Conservative Allocation Fund Class A Shares Contractual 0.39% July 1, 2009 April 30, 2011 Class B Shares Contractual 1.14% July 1, 2009 April 30, 2011 Class C Shares Contractual 1.14% July 1, 2009 April 30, 2011 Class R Shares Contractual 0.64% July 1, 2009 April 30, 2011 Class Y Shares Contractual 0.14% July 1, 2009 April 30, 2011 Institutional Class Shares Contractual 0.14% July 1, 2009 April 30, 2011 Invesco Small Cap Growth Fund Class A Shares Contractual 2.00% July 1, 2009 April 30, 2011 Class B Shares Contractual 2.75% July 1, 2009 April 30, 2011 Class C Shares Contractual 2.75% July 1, 2009 April 30, 2011 Class R Shares Contractual 2.25% July 1, 2009 April 30, 2011 Class Y Shares Contractual 1.75% July 1, 2009 April 30, 2011 Investor Class Shares Contractual 2.00% July 1, 2009 April 30, 2011 Institutional Class Shares Contractual 1.75% July 1, 2009 April 30, 2011 Invesco Van Kampen Asset Allocation Conservative Fund* Class A Shares Contractual 0.40% February 12, 2010 June 30, 2012 Class B Shares Contractual 1.15% February 12, 2010 June 30, 2012 Class C Shares Contractual 1.15% February 12, 2010 June 30, 2012 Class Y Shares Contractual 0.15% February 12, 2010 June 30, 2012 Invesco Van Kampen Asset Allocation Growth Fund* Class A Shares Contractual 0.40% February 12, 2010 June 30, 2012 Class B Shares Contractual 1.15% February 12, 2010 June 30, 2012 Class C Shares Contractual 1.15% February 12, 2010 June 30, 2012 Class Y Shares Contractual 0.15% February 12, 2010 June 30, 2012
See page 21 for footnotes to Exhibit A. 10 as of September 15, 2010
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE - ---- ------------ ---------- ------------------ ----------------- Invesco Van Kampen Asset Allocation Moderate Fund* Class A Shares Contractual 0.40% February 12, 2010 June 30, 2012 Class B Shares Contractual 1.15% February 12, 2010 June 30, 2012 Class C Shares Contractual 1.15% February 12, 2010 June 30, 2012 Class Y Shares Contractual 0.15% February 12, 2010 June 30, 2012 Invesco Van Kampen Harbor Fund* Class A Shares Contractual 1.11% February 12, 2010 June 30, 2012 Class B Shares Contractual 1.86% February 12, 2010 June 30, 2012 Class C Shares Contractual 1.86% February 12, 2010 June 30, 2012 Class Y Shares Contractual 0.86% February 12, 2010 June 30, 2012 Institutional Class Shares Contractual 0.86% February 12, 2010 June 30, 2012 Invesco Van Kampen Leaders Fund* Class A Shares Contractual 0.50% February 12, 2010 June 30, 2012 Class B Shares Contractual 1.25% February 12, 2010 June 30, 2012 Class C Shares Contractual 1.25% February 12, 2010 June 30, 2012 Class Y Shares Contractual 0.25% February 12, 2010 June 30, 2012 Invesco Van Kampen Real Estate Securities Fund* Class A Shares Contractual 1.55% February 12, 2010 June 30, 2012 Class B Shares Contractual 2.30% February 12, 2010 June 30, 2012 Class C Shares Contractual 2.30% February 12, 2010 June 30, 2012 Class Y Shares Contractual 1.30% February 12, 2010 June 30, 2012 Institutional Class Shares Contractual 1.30% February 12, 2010 June 30, 2012 Invesco Van Kampen U.S. Mortgage Fund* Class A Shares Contractual 0.96% February 12, 2010 June 30, 2012 Class B Shares Contractual 1.71% February 12, 2010 June 30, 2012 Class C Shares Contractual 1.71% February 12, 2010 June 30, 2012 Class Y Shares Contractual 0.71% February 12, 2010 June 30, 2012 Institutional Class Shares Contractual 0.71% February 12, 2010 June 30, 2012
AIM INTERNATIONAL MUTUAL FUNDS (INVESCO INTERNATIONAL MUTUAL FUNDS)
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE - ---- ------------ ---------- ------------------ ----------------- Invesco Asia Pacific Growth Fund Class A Shares Contractual 2.25% July 1, 2009 February 28, 2011 Class B Shares Contractual 3.00% July 1, 2009 February 28, 2011 Class C Shares Contractual 3.00% July 1, 2009 February 28, 2011 Class Y Shares Contractual 2.00% July 1, 2009 February 28, 2011 Invesco European Growth Fund Class A Shares Contractual 2.25% July 1, 2009 February 28, 2011 Class B Shares Contractual 3.00% July 1, 2009 February 28, 2011 Class C Shares Contractual 3.00% July 1, 2009 February 28, 2011 Class R Shares Contractual 2.50% July 1, 2009 February 28, 2011 Class Y Shares Contractual 2.00% July 1, 2009 February 28, 2011 Investor Class Shares Contractual 2.25% July 1, 2009 February 28, 2011 Invesco Global Growth Fund Class A Shares Contractual 2.25% July 1, 2009 February 28, 2011 Class B Shares Contractual 3.00% July 1, 2009 February 28, 2011 Class C Shares Contractual 3.00% July 1, 2009 February 28, 2011 Class Y Shares Contractual 2.00% July 1, 2009 February 28, 2011 Institutional Class Shares Contractual 2.00% July 1, 2009 February 28, 2011
See page 21 for footnotes to Exhibit A. 11 as of September 15, 2010
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE - ---- ------------ ---------- ------------------ ----------------- Invesco Global Small & Mid Cap Growth Fund Class A Shares Contractual 2.25% July 1, 2009 February 28, 2011 Class B Shares Contractual 3.00% July 1, 2009 February 28, 2011 Class C Shares Contractual 3.00% July 1, 2009 February 28, 2011 Class Y Shares Contractual 2.00% July 1, 2009 February 28, 2011 Institutional Class Shares Contractual 2.00% July 1, 2009 February 28, 2011 Invesco International Core Equity Fund Class A Shares Contractual 2.25% July 1, 2009 February 28, 2011 Class B Shares Contractual 3.00% July 1, 2009 February 28, 2011 Class C Shares Contractual 3.00% July 1, 2009 February 28, 2011 Class R Shares Contractual 2.50% July 1, 2009 February 28, 2011 Class Y Shares Contractual 2.00% July 1, 2009 February 28, 2011 Investor Class Shares Contractual 2.25% July 1, 2009 February 28, 2011 Institutional Class Shares Contractual 2.00% July 1, 2009 February 28, 2011 Invesco International Growth Fund Class A Shares Contractual 2.25% July 1, 2009 February 28, 2011 Class B Shares Contractual 3.00% July 1, 2009 February 28, 2011 Class C Shares Contractual 3.00% July 1, 2009 February 28, 2011 Class R Shares Contractual 2.50% July 1, 2009 February 28, 2011 Class Y Shares Contractual 2.00% July 1, 2009 February 28, 2011 Institutional Class Shares Contractual 2.00% July 1, 2009 February 28, 2011
AIM INVESTMENT FUNDS (INVESCO INVESTMENT FUNDS)
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE - ---- ------------ ---------- ------------------ ----------------- Invesco Alternative Opportunities Fund* Class A Shares Contractual 1.56% February 12, 2010 June 30, 2012 Class C Shares Contractual 2.31% February 12, 2010 June 30, 2012 Class R Shares Contractual 1.81% February 12, 2010 June 30, 2012 Class Y Shares Contractual 1.31% February 12, 2010 June 30, 2012 Institutional Class Shares Contractual 1.31% February 12, 2010 June 30, 2012 Invesco Balanced-Risk Allocation Fund(8) Class A Shares Contractual 1.04% November 4, 2009 February 28, 2011 Class B Shares Contractual 1.79% November 4, 2009 February 28, 2011 Class C Shares Contractual 1.79% November 4, 2009 February 28, 2011 Class R Shares Contractual 1.29% November 4, 2009 February 28, 2011 Class Y Shares Contractual 0.79% November 4, 2009 February 28, 2011 Institutional Class Shares Contractual 0.79% November 4, 2009 February 28, 2011 Invesco China Fund Class A Shares Contractual 2.25% July 1, 2009 February 28, 2011 Class B Shares Contractual 3.00% July 1, 2009 February 28, 2011 Class C Shares Contractual 3.00% July 1, 2009 February 28, 2011 Class Y Shares Contractual 2.00% July 1, 2009 February 28, 2011 Institutional Class Shares Contractual 2.00% July 1, 2009 February 28, 2011
See page 21 for footnotes to Exhibit A. 12 as of September 15, 2010
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE - ---- ------------ ---------- ------------------ ----------------- Invesco Commodities Strategy Fund* Class A Shares Contractual 1.25% February 12, 2010 June 30, 2012 Class B Shares Contractual 2.00% February 12, 2010 June 30, 2012 Class C Shares Contractual 2.00% February 12, 2010 June 30, 2012 Class R Shares Contractual 1.50% February 12, 2010 June 30, 2012 Class Y Shares Contractual 1.00% February 12, 2010 June 30, 2012 Institutional Class Shares Contractual 1.00% February 12, 2010 June 30, 2012 Invesco Developing Markets Fund Class A Shares Contractual 2.25% July 1, 2009 February 28, 2011 Class B Shares Contractual 3.00% July 1, 2009 February 28, 2011 Class C Shares Contractual 3.00% July 1, 2009 February 28, 2011 Class Y Shares Contractual 2.00% July 1, 2009 February 28, 2011 Institutional Class Shares Contractual 2.00% July 1, 2009 February 28, 2011 Invesco Emerging Market Local Currency Debt Fund Class A Shares Contractual 1.24% June 14, 2010 June 30, 2011 Class B Shares Contractual 1.99% June 14, 2010 June 30, 2011 Class C Shares Contractual 1.99% June 14, 2010 June 30, 2011 Class R Shares Contractual 1.49% June 14, 2010 June 30, 2011 Class Y Shares Contractual 0.99% June 14, 2010 June 30, 2011 Institutional Class Shares Contractual 0.99% June 14, 2010 June 30, 2011 Invesco Endeavor Fund Class A Shares Contractual 2.00% July 1, 2009 February 28, 2011 Class B Shares Contractual 2.75% July 1, 2009 February 28, 2011 Class C Shares Contractual 2.75% July 1, 2009 February 28, 2011 Class R Shares Contractual 2.25% July 1, 2009 February 28, 2011 Class Y Shares Contractual 1.75% July 1, 2009 February 28, 2011 Institutional Class Shares Contractual 1.75% July 1, 2009 February 28, 2011 Invesco FX Alpha Plus Strategy Fund* Class A Shares Contractual 1.84% February 12, 2010 June 30, 2012 Class C Shares Contractual 2.59% February 12, 2010 June 30, 2012 Class R Shares Contractual 2.09% February 12, 2010 June 30, 2012 Class Y Shares Contractual 1.59% February 12, 2010 June 30, 2012 Institutional Class Shares Contractual 1.59% February 12, 2010 June 30, 2012 Invesco FX Alpha Strategy Fund* Class A Shares Contractual 1.29% February 12, 2010 June 30, 2012 Class C Shares Contractual 1.79% February 12, 2010 June 30, 2012 Class R Shares Contractual 1.54% February 12, 2010 June 30, 2012 Class Y Shares Contractual 1.04% February 12, 2010 June 30, 2012 Institutional Class Shares Contractual 1.04% February 12, 2010 June 30, 2012 Invesco Global Advantage Fund* Class A Shares Contractual 1.41% February 12, 2010 June 30, 2012 Class B Shares Contractual 2.16% February 12, 2010 June 30, 2012 Class C Shares Contractual 2.16% February 12, 2010 June 30, 2012 Class Y Shares Contractual 1.16% February 12, 2010 June 30, 2012 Invesco Global Dividend Growth Securities Fund* Class A Shares Contractual 1.25% February 12, 2010 June 30, 2012 Class B Shares Contractual 2.00% February 12, 2010 June 30, 2012 Class C Shares Contractual 2.00% February 12, 2010 June 30, 2012 Class Y Shares Contractual 1.00% February 12, 2010 June 30, 2012 Invesco Global Fund Class A Shares Contractual 2.25% July 1, 2009 February 28, 2011 Class B Shares Contractual 3.00% July 1, 2009 February 28, 2011 Class C Shares Contractual 3.00% July 1, 2009 February 28, 2011 Class R Shares Contractual 2.50% July 1, 2009 February 28, 2011 Class Y Shares Contractual 2.00% July 1, 2009 February 28, 2011 Institutional Class Shares Contractual 2.00% July 1, 2009 February 28, 2011
See page 21 for footnotes to Exhibit A. 13 as of September 15, 2010
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE - ---- ------------ ---------- ------------------ ----------------- Invesco Global Health Care Fund Class A Shares Contractual 2.00% July 1, 2009 February 28, 2011 Class B Shares Contractual 2.75% July 1, 2009 February 28, 2011 Class C Shares Contractual 2.75% July 1, 2009 February 28, 2011 Class Y Shares Contractual 1.75% July 1, 2009 February 28, 2011 Investor Class Shares Contractual 2.00% July 1, 2009 February 28, 2011 Invesco Health Sciences Fund* Class A Shares Contractual 1.65% February 12, 2010 June 30, 2012 Class B Shares Contractual 2.40% February 12, 2010 June 30, 2012 Class C Shares Contractual 2.40% February 12, 2010 June 30, 2012 Class Y Shares Contractual 1.40% February 12, 2010 June 30, 2012 Invesco International Growth Equity Fund* Class A Shares Contractual 1.25% February 12, 2010 June 30, 2012 Class B Shares Contractual 2.00% February 12, 2010 June 30, 2012 Class C Shares Contractual 2.00% February 12, 2010 June 30, 2012 Class Y Shares Contractual 1.00% February 12, 2010 June 30, 2012 Invesco International Total Return Fund Class A Shares Contractual 1.10% March 31, 2006 February 28, 2011 Class B Shares Contractual 1.85% March 31, 2006 February 28, 2011 Class C Shares Contractual 1.85% March 31, 2006 February 28, 2011 Class Y Shares Contractual 0.85% October 3, 2008 February 28, 2011 Institutional Class Shares Contractual 0.85% March 31, 2006 February 28, 2011 Invesco Japan Fund Class A Shares Contractual 2.25% March 31, 2006 February 28, 2011 Class B Shares Contractual 3.00% March 31, 2006 February 28, 2011 Class C Shares Contractual 3.00% March 31, 2006 February 28, 2011 Class Y Shares Contractual 2.00% October 3, 2008 February 28, 2011 Institutional Class Shares Contractual 2.00% March 31, 2006 February 28, 2011 Invesco LIBOR Alpha Fund Class A Shares Contractual 0.85% March 31, 2006 February 28, 2011 Class C Shares Contractual 1.10%(3) March 31, 2006 February 28, 2011 Class R Shares Contractual 1.10% March 31, 2006 February 28, 2011 Class Y Shares Contractual 0.60% October 3, 2008 February 28, 2011 Institutional Class Shares Contractual 0.60% March 31, 2006 February 28, 2011 Invesco Pacific Growth Fund* Class A Shares Contractual 1.88% June 30, 2012 Class B Shares Contractual 2.63% February 12, 2010 June 30, 2012 Class C Shares Contractual 2.63% February 12, 2010 June 30, 2012 Class R Shares Contractual 2.13% February 12, 2010 June 30, 2012 Class Y Shares Contractual 1.63% February 12, 2010 June 30, 2012 Invesco Small Companies Fund Class A Shares Contractual 2.00% July 1, 2009 February 28, 2011 Class B Shares Contractual 2.75% July 1, 2009 February 28, 2011 Class C Shares Contractual 2.75% July 1, 2009 February 28, 2011 Class R Shares Contractual 2.25% July 1, 2009 February 28, 2011 Class Y Shares Contractual 1.75% July 1, 2009 February 28, 2011 Institutional Class Shares Contractual 1.75% July 1, 2009 February 28, 2011 Invesco Van Kampen Emerging Markets Fund* Class A Shares Contractual 2.10% February 12, 2010 June 30, 2012 Class B Shares Contractual 2.85% February 12, 2010 June 30, 2012 Class C Shares Contractual 2.85% February 12, 2010 June 30, 2012 Class Y Shares Contractual 1.85% February 12, 2010 June 30, 2012 Institutional Class Shares Contractual 1.85% February 12, 2010 June 30, 2012
See page 21 for footnotes to Exhibit A. 14 as of September 15, 2010
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE - ---- ------------ ---------- ------------------ ----------------- Invesco Van Kampen Global Bond Fund* Class A Shares Contractual 1.00% February 12, 2010 June 30, 2012 Class B Shares Contractual 1.75% February 12, 2010 June 30, 2012 Class C Shares Contractual 1.75% February 12, 2010 June 30, 2012 Class R Shares Contractual 1.25% February 12, 2010 June 30, 2012 Class Y Shares Contractual 0.75% February 12, 2010 June 30, 2012 Invesco Van Kampen Global Equity Allocation Fund* Class A Shares Contractual 1.70% February 12, 2010 June 30, 2012 Class B Shares Contractual 2.45% February 12, 2010 June 30, 2012 Class C Shares Contractual 2.45% February 12, 2010 June 30, 2012 Class Y Shares Contractual 1.45% February 12, 2010 June 30, 2012 Invesco Van Kampen Global Franchise Fund* Class A Shares Contractual 1.28% February 12, 2010 June 30, 2012 Class B Shares Contractual 2.03% February 12, 2010 June 30, 2012 Class C Shares Contractual 2.03% February 12, 2010 June 30, 2012 Class Y Shares Contractual 1.03% February 12, 2010 June 30, 2012 Invesco Van Kampen Global Tactical Asset Allocation Fund* Class A Shares Contractual 1.20% February 12, 2010 June 30, 2012 Class B Shares Contractual 1.95% February 12, 2010 June 30, 2012 Class C Shares Contractual 1.95% February 12, 2010 June 30, 2012 Class R Shares Contractual 1.45% February 12, 2010 June 30, 2012 Class Y Shares Contractual 0.95% February 12, 2010 June 30, 2012 Institutional Class Shares Contractual 0.95% February 12, 2010 June 30, 2012 Invesco Van Kampen International Advantage Fund* Class A Shares Contractual 1.65% February 12, 2010 June 30, 2012 Class B Shares Contractual 2.40% February 12, 2010 June 30, 2012 Class C Shares Contractual 2.40% February 12, 2010 June 30, 2012 Class Y Shares Contractual 1.40% February 12, 2010 June 30, 2012 Invesco Van Kampen International Growth Fund* Class A Shares Contractual 1.40% February 12, 2010 June 30, 2012 Class B Shares Contractual 2.15% February 12, 2010 June 30, 2012 Class C Shares Contractual 2.15% February 12, 2010 June 30, 2012 Class R Shares Contractual 1.65% February 12, 2010 June 30, 2012 Class Y Shares Contractual 1.15% February 12, 2010 June 30, 2012 Institutional Class Shares Contractual 1.15% February 12, 2010 June 30, 2012
AIM INVESTMENT SECURITIES FUNDS (INVESCO INVESTMENT SECURITIES FUNDS)
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE - ---- ------------ ---------- ------------------ ----------------- Invesco Core Bond Fund Class A Shares Contractual 0.80% March 4, 2009 June 30, 2011 Class B Shares Contractual 1.55% March 4, 2009 June 30, 2011 Class C Shares Contractual 1.55% March 4, 2009 June 30, 2011 Class R Shares Contractual 1.05% March 4, 2009 June 30, 2011 Class Y Shares Contractual 0.55% March 4, 2009 June 30, 2011 Institutional Class Shares Contractual 0.55% March 4, 2009 June 30, 2011
See page 21 for footnotes to Exhibit A. 15 as of September 15, 2010
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE - ---- ------------ ---------- ------------------ ----------------- Invesco Dynamics Fund Class A Shares Contractual 2.00% July 1, 2009 June 30, 2011 Class B Shares Contractual 2.75% July 1, 2009 June 30, 2011 Class C Shares Contractual 2.75% July 1, 2009 June 30, 2011 Class R Shares Contractual 2.25% July 1, 2009 June 30, 2011 Class Y Shares Contractual 1.75% July 1, 2009 June 30, 2011 Investor Class Shares Contractual 2.00% July 1, 2009 June 30, 2011 Institutional Class Shares Contractual 1.75% July 1, 2009 June 30, 2011 Invesco Global Real Estate Fund Class A Shares Contractual 2.00% July 1, 2009 June 30, 2011 Class B Shares Contractual 2.75% July 1, 2009 June 30, 2011 Class C Shares Contractual 2.75% July 1, 2009 June 30, 2011 Class R Shares Contractual 2.25% July 1, 2009 June 30, 2011 Class Y Shares Contractual 1.75% July 1, 2009 June 30, 2011 Institutional Class Shares Contractual 1.75% July 1, 2009 June 30, 2011 Invesco High Yield Fund Class A Shares Contractual 0.99% March 4, 2009 June 30, 2011 Class B Shares Contractual 1.74% March 4, 2009 June 30, 2011 Class C Shares Contractual 1.74% March 4, 2009 June 30, 2011 Class Y Shares Contractual 0.74% March 4, 2009 June 30, 2011 Investor Class Shares Contractual 0.99% March 4, 2009 June 30, 2011 Institutional Class Shares Contractual 0.74% March 4, 2009 June 30, 2011 Invesco High Yield Securities Fund* Class A Shares Contractual 2.13% February 12, 2010 June 30, 2012 Class B Shares Contractual 2.63% February 12, 2010 June 30, 2012 Class C Shares Contractual 2.73% February 12, 2010 June 30, 2012 Class Y Shares Contractual 1.88% February 12, 2010 June 30, 2012 Invesco Municipal Bond Fund Class A Shares Contractual 0.57% March 4, 2009 June 30, 2011 Class B Shares Contractual 1.32% March 4, 2009 June 30, 2011 Class C Shares Contractual 1.32% March 4, 2009 June 30, 2011 Class Y Shares Contractual 0.32% March 4, 2009 June 30, 2011 Investor Class Shares Contractual 0.57% March 4, 2009 June 30, 2011 Invesco Real Estate Fund Class A Shares Contractual 2.00% July 1, 2009 June 30, 2011 Class B Shares Contractual 2.75% July 1, 2009 June 30, 2011 Class C Shares Contractual 2.75% July 1, 2009 June 30, 2011 Class R Shares Contractual 2.25% July 1, 2009 June 30, 2011 Class Y Shares Contractual 1.75% July 1, 2009 June 30, 2011 Investor Class Shares Contractual 2.00% July 1, 2009 June 30, 2011 Institutional Class Shares Contractual 1.75% July 1, 2009 June 30, 2011 Invesco Short Term Bond Fund Class A Shares Contractual 0.66% March 4, 2009 June 30, 2011 Class C Shares Contractual 0.91%(9) March 4, 2009 June 30, 2011 Class R Shares Contractual 0.91% March 4, 2009 June 30, 2011 Class Y Shares Contractual 0.41% March 4, 2009 June 30, 2011 Institutional Class Shares Contractual 0.41% March 4, 2009 June 30, 2011 Invesco Van Kampen Core Plus Fixed Income Fund* Class A Shares Contractual 0.75% February 12, 2010 June 30, 2012 Class B Shares Contractual 1.50% February 12, 2010 June 30, 2012 Class C Shares Contractual 1.50% February 12, 2010 June 30, 2012 Class Y Shares Contractual 0.50% February 12, 2010 June 30, 2012
See page 21 for footnotes to Exhibit A. 16 as of September 15, 2010
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE - ---- ------------ ---------- ------------------ ----------------- Invesco Van Kampen Corporate Bond Fund* Class A Shares Contractual 0.95% February 12, 2010 June 30, 2012 Class B Shares Contractual 1.70% February 12, 2010 June 30, 2012 Class C Shares Contractual 1.70% February 12, 2010 June 30, 2012 Class Y Shares Contractual 0.70% February 12, 2010 June 30, 2012 Institutional Class Shares Contractual 0.70% February 12, 2010 June 30, 2012 Invesco Van Kampen Government Securities Fund* Class A Shares Contractual 1.03% February 12, 2010 June 30, 2012 Class B Shares Contractual 1.78% February 12, 2010 June 30, 2012 Class C Shares Contractual 1.78% February 12, 2010 June 30, 2012 Class Y Shares Contractual 0.78% February 12, 2010 June 30, 2012 Institutional Class Shares Contractual 0.78% February 12, 2010 June 30, 2012 Invesco Van Kampen High Yield Fund* Class A Shares Contractual 1.03% February 12, 2010 June 30, 2012 Class B Shares Contractual 1.78% February 12, 2010 June 30, 2012 Class C Shares Contractual 1.78% February 12, 2010 June 30, 2012 Class Y Shares Contractual 0.78% February 12, 2010 June 30, 2012 Institutional Class Shares Contractual 0.78% February 12, 2010 June 30, 2012 Invesco Van Kampen Limited Duration Fund* Class A Shares Contractual 0.93% February 12, 2010 June 30, 2012 Class B Shares Contractual 1.43% February 12, 2010 June 30, 2012 Class C Shares Contractual 1.43% February 12, 2010 June 30, 2012 Class Y Shares Contractual 0.78% February 12, 2010 June 30, 2012 Institutional Class Shares Contractual 0.78% February 12, 2010 June 30, 2012
AIM SECTOR FUNDS (INVESCO SECTOR FUNDS)
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE - ---- ------------ ---------- ------------------ ----------------- Invesco Energy Fund Class A Shares Contractual 2.00% July 1, 2009 August 31, 2011 Class B Shares Contractual 2.75% July 1, 2009 August 31, 2011 Class C Shares Contractual 2.75% July 1, 2009 August 31, 2011 Class Y Shares Contractual 1.75% July 1, 2009 August 31, 2011 Investor Class Shares Contractual 2.00% July 1, 2009 August 31, 2011 Institutional Class Shares Contractual 1.75% July 1, 2009 August 31, 2011 Invesco Financial Services Fund Class A Shares Contractual 2.00% July 1, 2009 August 31, 2011 Class B Shares Contractual 2.75% July 1, 2009 August 31, 2011 Class C Shares Contractual 2.75% July 1, 2009 August 31, 2011 Class Y Shares Contractual 1.75% July 1, 2009 August 31, 2011 Investor Class Shares Contractual 2.00% July 1, 2009 August 31, 2011 Invesco Gold & Precious Metals Fund Class A Shares Contractual 2.00% July 1, 2009 August 31, 2011 Class B Shares Contractual 2.75% July 1, 2009 August 31, 2011 Class C Shares Contractual 2.75% July 1, 2009 August 31, 2011 Class Y Shares Contractual 1.75% July 1, 2009 August 31, 2011 Investor Class Shares Contractual 2.00% July 1, 2009 August 31, 2011 Invesco Leisure Fund Class A Shares Contractual 2.00% July 1, 2009 August 31, 2011 Class B Shares Contractual 2.75% July 1, 2009 August 31, 2011 Class C Shares Contractual 2.75% July 1, 2009 August 31, 2011 Class R Shares Contractual 2.25% July 1, 2009 August 31, 2011 Class Y Shares Contractual 1.75% July 1, 2009 August 31, 2011 Investor Class Shares Contractual 2.00% July 1, 2009 August 31, 2011
See page 21 for footnotes to Exhibit A. 17 as of September 15, 2010
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE - ---- ------------ ---------- ------------------ ----------------- Invesco Mid-Cap Value Fund* Class A Shares Contractual 1.64% February 12, 2010 June 30, 2012 Class B Shares Contractual 2.39% February 12, 2010 June 30, 2012 Class C Shares Contractual 2.39% February 12, 2010 June 30, 2012 Class Y Shares Contractual 1.39% February 12, 2010 June 30, 2012 Invesco Small-Mid Special Value Fund* Class A Shares Contractual 1.46% February 12, 2010 June 30, 2012 Class B Shares Contractual 2.21% February 12, 2010 June 30, 2012 Class C Shares Contractual 2.21% February 12, 2010 June 30, 2012 Class Y Shares Contractual 1.21% February 12, 2010 June 30, 2012 Invesco Special Value Fund* Class A Shares Contractual 1.34% February 12, 2010 June 30, 2012 Class B Shares Contractual 2.09% February 12, 2010 June 30, 2012 Class C Shares Contractual 2.09% February 12, 2010 June 30, 2012 Class Y Shares Contractual 1.09% February 12, 2010 June 30, 2012 Invesco Technology Fund Class A Shares Contractual 2.00% July 1, 2009 August 31, 2011 Class B Shares Contractual 2.75% July 1, 2009 August 31, 2011 Class C Shares Contractual 2.75% July 1, 2009 August 31, 2011 Class Y Shares Contractual 1.75% July 1, 2009 August 31, 2011 Investor Class Shares Contractual 2.00% July 1, 2009 August 31, 2011 Institutional Class Shares Contractual 1.75% July 1, 2009 August 31, 2011 Invesco Technology Sector Fund* Class A Shares Contractual 2.00% February 12, 2010 June 30, 2012 Class B Shares Contractual 2.75% February 12, 2010 June 30, 2012 Class C Shares Contractual 2.75% February 12, 2010 June 30, 2012 Class Y Shares Contractual 1.75% February 12, 2010 June 30, 2012 Invesco U.S. Mid Cap Value Fund* Class A Shares Contractual 1.27% February 12, 2010 June 30, 2012 Class B Shares Contractual 2.02% February 12, 2010 June 30, 2012 Class C Shares Contractual 2.02% February 12, 2010 June 30, 2012 Class Y Shares Contractual 1.02% February 12, 2010 June 30, 2012 Invesco U.S. Small Cap Value Fund* Class A Shares Contractual 1.12% February 12, 2010 June 30, 2012 Class B Shares Contractual 1.87% February 12, 2010 June 30, 2012 Class C Shares Contractual 1.87% February 12, 2010 June 30, 2012 Class Y Shares Contractual 0.87% February 12, 2010 June 30, 2012 Invesco U.S. Small/Mid Cap Value Fund* Class A Shares Contractual 1.51% February 12, 2010 June 30, 2012 Class B Shares Contractual 2.26% February 12, 2010 June 30, 2012 Class C Shares Contractual 2.26% February 12, 2010 June 30, 2012 Class Y Shares Contractual 1.26% February 12, 2010 June 30, 2012 Invesco Utilities Fund Class A Shares Contractual 2.00% July 1, 2009 August 31, 2011 Class B Shares Contractual 2.75% July 1, 2009 August 31, 2011 Class C Shares Contractual 2.75% July 1, 2009 August 31, 2011 Class Y Shares Contractual 1.75% July 1, 2009 August 31, 2011 Investor Class Shares Contractual 2.00% July 1, 2009 August 31, 2011 Institutional Class Shares Contractual 1.75% July 1, 2009 August 31, 2011
See page 21 for footnotes to Exhibit A. 18 as of September 15, 2010
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE - ---- ------------ ---------- ------------------ ----------------- Invesco Value Fund* Class A Shares Contractual 1.25% February 12, 2010 June 30, 2012 Class B Shares Contractual 2.00% February 12, 2010 June 30, 2012 Class C Shares Contractual 2.00% February 12, 2010 June 30, 2012 Class Y Shares Contractual 1.00% February 12, 2010 June 30, 2012 Invesco Value II Fund* Class A Shares Contractual 1.01% February 12, 2010 June 30, 2012 Class B Shares Contractual 1.76% February 12, 2010 June 30, 2012 Class C Shares Contractual 1.76% February 12, 2010 June 30, 2012 Class Y Shares Contractual 0.76% February 12, 2010 June 30, 2012 Invesco Van Kampen American Value Fund* Class A Shares Contractual 1.41% February 12, 2010 June 30, 2012 Class B Shares Contractual 2.16% February 12, 2010 June 30, 2012 Class C Shares Contractual 2.16% February 12, 2010 June 30, 2012 Class R Shares Contractual 1.66% February 12, 2010 June 30, 2012 Class Y Shares Contractual 1.16% February 12, 2010 June 30, 2012 Institutional Class Shares Contractual 1.16% February 12, 2010 June 30, 2012 Invesco Van Kampen Capital Growth Fund* Class A Shares Contractual 1.28% February 12, 2010 June 30, 2012 Class B Shares Contractual 2.03% February 12, 2010 June 30, 2012 Class C Shares Contractual 2.03% February 12, 2010 June 30, 2012 Class R Shares Contractual 1.53% February 12, 2010 June 30, 2012 Class Y Shares Contractual 1.03% February 12, 2010 June 30, 2012 Institutional Class Shares Contractual 1.03% February 12, 2010 June 30, 2012 Invesco Van Kampen Comstock Fund* Class A Shares Contractual 0.89% February 12, 2010 June 30, 2012 Class B Shares Contractual 1.64% February 12, 2010 June 30, 2012 Class C Shares Contractual 1.64% February 12, 2010 June 30, 2012 Class R Shares Contractual 1.14% February 12, 2010 June 30, 2012 Class Y Shares Contractual 0.64% February 12, 2010 June 30, 2012 Institutional Class Shares Contractual 0.64% February 12, 2010 June 30, 2012 Invesco Van Kampen Enterprise Fund* Class A Shares Contractual 1.17% February 12, 2010 June 30, 2012 Class B Shares Contractual 1.92% February 12, 2010 June 30, 2012 Class C Shares Contractual 1.92% February 12, 2010 June 30, 2012 Class Y Shares Contractual 0.92% February 12, 2010 June 30, 2012 Invesco Van Kampen Mid Cap Growth Fund* Class A Shares Contractual 1.40% February 12, 2010 June 30, 2012 Class B Shares Contractual 2.15% February 12, 2010 June 30, 2012 Class C Shares Contractual 2.15% February 12, 2010 June 30, 2012 Class R Shares Contractual 1.65% February 12, 2010 June 30, 2012 Class Y Shares Contractual 1.15% February 12, 2010 June 30, 2012 Institutional Class Shares Contractual 1.15% February 12, 2010 June 30, 2012 Invesco Van Kampen Small Cap Value Fund* Class A Shares Contractual 1.34% February 12, 2010 June 30, 2012 Class B Shares Contractual 2.09% February 12, 2010 June 30, 2012 Class C Shares Contractual 2.09% February 12, 2010 June 30, 2012 Class Y Shares Contractual 1.09% February 12, 2010 June 30, 2012
See page 21 for footnotes to Exhibit A. 19 as of September 15, 2010
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE - ---- ------------ ---------- ------------------ ----------------- Invesco Van Kampen Technology Sector Fund* Class A Shares Contractual 1.95% February 12, 2010 June 30, 2012 Class B Shares Contractual 2.70% February 12, 2010 June 30, 2012 Class C Shares Contractual 2.70% February 12, 2010 June 30, 2012 Class Y Shares Contractual 1.70% February 12, 2010 June 30, 2012 Invesco Van Kampen Utility Fund* Class A Shares Contractual 1.32% February 12, 2010 June 30, 2012 Class B Shares Contractual 2.07% February 12, 2010 June 30, 2012 Class C Shares Contractual 2.07% February 12, 2010 June 30, 2012 Class Y Shares Contractual 1.07% February 12, 2010 June 30, 2012 Van Kampen Value Opportunities Fund* Class A Shares Contractual 1.41% February 12, 2010 June 30, 2012 Class B Shares Contractual 2.16% February 12, 2010 June 30, 2012 Class C Shares Contractual 2.16% February 12, 2010 June 30, 2012 Class Y Shares Contractual 1.16% February 12, 2010 June 30, 2012
AIM TAX-EXEMPT FUNDS (INVESCO TAX-EXEMPT FUNDS)
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE - ---- ------------ ---------- ------------------ ----------------- Invesco High Income Municipal Fund Class A Shares Voluntary 0.83% March 4, 2009 N/A(10) Class B Shares Voluntary 1.58% March 4, 2009 N/A(10) Class C Shares Voluntary 1.58% March 4, 2009 N/A(10) Class Y Shares Voluntary 0.58% March 4, 2009 N/A(10) Institutional Class Shares Voluntary 0.58% March 4, 2009 N/A(10) Invesco Municipal Fund* Class A Shares Contractual 0.75% February 12, 2010 June 30, 2012 Class B Shares Contractual 1.50% February 12, 2010 June 30, 2012 Class C Shares Contractual 1.50% February 12, 2010 June 30, 2012 Class Y Shares Contractual 0.50% February 12, 2010 June 30, 2012 Invesco Tax-Exempt Securities Fund* Class A Shares Contractual 0.83% February 12, 2010 June 30, 2012 Class B Shares Contractual 1.18% February 12, 2010 June 30, 2012 Class C Shares Contractual 1.28% February 12, 2010 June 30, 2012 Class Y Shares Contractual 0.58% February 12, 2010 June 30, 2012 Invesco Van Kampen California Insured Tax Free Fund* Class A Shares Contractual 0.95% February 12, 2010 June 30, 2012 Class B Shares Contractual 1.70% February 12, 2010 June 30, 2012 Class C Shares Contractual 1.70% February 12, 2010 June 30, 2012 Class Y Shares Contractual 0.70% February 12, 2010 June 30, 2012 Invesco Van Kampen High Yield Municipal Fund* Class A Shares Contractual 0.87% February 12, 2010 June 30, 2012 Class B Shares Contractual 1.62% February 12, 2010 June 30, 2012 Class C Shares Contractual 1.62% February 12, 2010 June 30, 2012 Class Y Shares Contractual 0.62% February 12, 2010 June 30, 2012
See page 21 for footnotes to Exhibit A. 20 as of September 15, 2010
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE - ---- ------------ ---------- ------------------ ----------------- Invesco Van Kampen Insured Tax Free Income Fund* Class A Shares Contractual 0.90% February 12, 2010 June 30, 2012 Class B Shares Contractual 1.65% February 12, 2010 June 30, 2012 Class C Shares Contractual 1.65% February 12, 2010 June 30, 2012 Class Y Shares Contractual 0.65% February 12, 2010 June 30, 2012 Invesco Van Kampen Intermediate Term Municipal Income Fund* Class A Shares Contractual 0.90% February 12, 2010 June 30, 2012 Class B Shares Contractual 1.65% February 12, 2010 June 30, 2012 Class C Shares Contractual 1.65% February 12, 2010 June 30, 2012 Class Y Shares Contractual 0.65% February 12, 2010 June 30, 2012 Invesco Van Kampen Municipal Income Fund* Class A Shares Contractual 0.90% February 12, 2010 June 30, 2012 Class B Shares Contractual 1.65% February 12, 2010 June 30, 2012 Class C Shares Contractual 1.65% February 12, 2010 June 30, 2012 Class Y Shares Contractual 0.65% February 12, 2010 June 30, 2012 Invesco Van Kampen New York Tax Free Income Fund* Class A Shares Contractual 0.78% February 12, 2010 June 30, 2012 Class B Shares Contractual 1.53% February 12, 2010 June 30, 2012 Class C Shares Contractual 1.53% February 12, 2010 June 30, 2012 Class Y Shares Contractual 0.53% February 12, 2010 June 30, 2012
(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) In addition upon closing of a reorganization with Van Kampen In Retirement, the Fund's contractual limit through at least June 30, 2012 (excluding only items included in "notwithstanding" sentence discussed above) will be 0.47%, 1.22%, 0.72% and 0.22% for Class A5, C5, R5 and Y, respectively. (3) In addition upon closing of a reorganization with Van Kampen 2010 Retirement Strategy and Van Kampen 2015 Retirement Strategy, the Fund's contractual limit through at least June 30, 2012 (excluding only items included in "notwithstanding" sentence discussed above) will be 0.38%, 1.13%, 0.63% and 0.13% for Class A5, C5, R5 and Y, respectively. (4) In addition upon closing of a reorganization with Van Kampen 2020 Retirement Strategy and Van Kampen 2025 Retirement Strategy, the Fund's contractual limit through at least June 30, 2012 (excluding only items included in "notwithstanding" sentence discussed above) will be 0.41%, 1.16%, 0.66% and 0.16% for Class A5, C5, R5 and Y, respectively. (5) In addition upon closing of a reorganization with Van Kampen 30 Retirement Strategy and Van Kampen 2035 Retirement Strategy, the Fund's contractual limit through at least June 30, 2012 (excluding only items included in "notwithstanding" sentence discussed above) will be 0.29%, 1.04%, 0.54% and 0.04% for Class A5, C5, R5 and Y, respectively. (6) In addition upon closing of a reorganization with Van Kampen 2040 Retirement Strategy and Van Kampen 2045 Retirement Strategy, the Fund's contractual limit through at least June 30, 2012 (excluding only items included in "notwithstanding" sentence discussed above) will be 0.28%, 1.03%, 0.53% and 0.03% for Class A5, C5, R5 and Y, respectively. (7) In addition upon closing of a reorganization with Van Kampen 50 Retirement Strategy, the Fund's contractual limit through at least June 30, 2012 (excluding only items included in "notwithstanding" sentence discussed above) will be 0.26%, 1.01%, 0.51% and 0.01% for Class A5, C5, R5 and Y, respectively. (8) Includes waived fees or reimbursed expenses that Invesco receives from Invesco Aim Cayman Commodity Fund I, Ltd. (9) The expense limit shown is the expense limit after Rule 12b-1 fee waivers by Invesco Distributors, Inc. (10) Invesco may establish, amend or terminate voluntary waivers at any time in its sole discretion after consultation with the Trust. 21 as of September 15, 2010 EXHIBIT "B" - INSTITUTIONAL MONEY MARKET FUNDS(1, 2) SHORT-TERM INVESTMENTS TRUST
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE - ---- ------------ ---------- ----------------- ----------------- Government & Agency Portfolio Cash Management Class Contractual 0.22%(2) July 1, 2009 December 31, 2011 Corporate Class Contractual 0.17% July 1, 2009 December 31, 2011 Institutional Class Contractual 0.14% July 1, 2009 December 31, 2011 Personal Investment Class Contractual 0.69%(2) July 1, 2009 December 31, 2011 Private Investment Class Contractual 0.44%(2) July 1, 2009 December 31, 2011 Reserve Class Contractual 1.01%(2) July 1, 2009 December 31, 2011 Resource Class Contractual 0.30%(2) July 1, 2009 December 31, 2011 Government TaxAdvantage Portfolio Cash Management Class Contractual 0.22%(2) July 1, 2009 December 31, 2011 Corporate Class Contractual 0.17% July 1, 2009 December 31, 2011 Institutional Class Contractual 0.14% July 1, 2009 December 31, 2011 Personal Investment Class Contractual 0.69%(2) July 1, 2009 December 31, 2011 Private Investment Class Contractual 0.39%(2) July 1, 2009 December 31, 2011 Reserve Class Contractual 1.01%(2) July 1, 2009 December 31, 2011 Resource Class Contractual 0.30%(2) July 1, 2009 December 31, 2011 Liquid Assets Portfolio Cash Management Class Contractual 0.22%(2) July 1, 2009 December 31, 2011 Corporate Class Contractual 0.17% July 1, 2009 December 31, 2011 Institutional Class Contractual 0.14% July 1, 2009 December 31, 2011 Personal Investment Class Contractual 0.69%(2) July 1, 2009 December 31, 2011 Private Investment Class Contractual 0.44%(2) July 1, 2009 December 31, 2011 Reserve Class Contractual 1.01%(2) July 1, 2009 December 31, 2011 Resource Class Contractual 0.34% July 1, 2009 December 31, 2011 STIC Prime Portfolio Cash Management Class Contractual 0.22%(2) July 1, 2009 December 31, 2011 Corporate Class Contractual 0.17% July 1, 2009 December 31, 2011 Institutional Class Contractual 0.14% July 1, 2009 December 31, 2011 Personal Investment Class Contractual 0.69%(2) July 1, 2009 December 31, 2011 Private Investment Class Contractual 0.44%(2) July 1, 2009 December 31, 2011 Reserve Class Contractual 1.01%(2) July 1, 2009 December 31, 2011 Resource Class Contractual 0.30%(2) July 1, 2009 December 31, 2011 Tax-Free Cash Reserve Portfolio(3) Cash Management Class Contractual 0.33%(2) July 1, 2009 December 31, 2011 Corporate Class Contractual 0.28% July 1, 2009 December 31, 2011 Institutional Class Contractual 0.25% July 1, 2009 December 31, 2011 Personal Investment Class Contractual 0.80%(2) July 1, 2009 December 31, 2011 Private Investment Class Contractual 0.50%(2) July 1, 2009 December 31, 2011 Reserve Class Contractual 1.12%(2) July 1, 2009 December 31, 2011 Resource Class Contractual 0.41%(2) July 1, 2009 December 31, 2011
See page 23 for footnotes to Exhibit B. 22 as of September 15, 2010 CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE - ---- ------------ ---------- ----------------- ----------------- Treasury Portfolio(3) Cash Management Class Contractual 0.22%(2) July 1, 2009 December 31, 2011 Corporate Class Contractual 0.17% July 1, 2009 December 31, 2011 Institutional Class Contractual 0.14% July 1, 2009 December 31, 2011 Personal Investment Class Contractual 0.69%(2) July 1, 2009 December 31, 2011 Private Investment Class Contractual 0.44%(2) July 1, 2009 December 31, 2011 Reserve Class Contractual 1.01%(2) July 1, 2009 December 31, 2011 Resource Class Contractual 0.30%(2) July 1, 2009 December 31, 2011
(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 limit shown is the expense limit after Rule 12b-1 fee waivers by Invesco Distributors, Inc. (3) The expense limitation also excludes Trustees' fees and federal registration expenses. 23 as of September 15, 2010 EXHIBIT "C" - VARIABLE INSURANCE FUNDS AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE - ---- ------------ ---------- ------------------ -------------- Invesco V.I. Basic Balanced Fund Series I Shares Contractual 0.91% July 1, 2005 April 30, 2011 Series II Shares Contractual 1.16% July 1, 2005 April 30, 2011 Invesco V.I. Basic Value Fund Series I Shares Contractual 1.30% January 1, 2005 April 30, 2011 Series II Shares Contractual 1.45% January 1, 2005 April 30, 2011 Invesco V.I. Capital Appreciation Fund Series I Shares Contractual 1.30% January 1, 2005 April 30, 2011 Series II Shares Contractual 1.45% January 1, 2005 April 30, 2011 Invesco V.I. Capital Development Fund Series I Shares Contractual 1.30% January 1, 2005 April 30, 2011 Series II Shares Contractual 1.45% January 1, 2005 April 30, 2011 Invesco V.I. Core Equity Fund Series I Shares Contractual 1.30% January 1, 2005 April 30, 2011 Series II Shares Contractual 1.45% January 1, 2005 April 30, 2011 Invesco V.I. Diversified Income Fund Series I Shares Contractual 0.75% July 1, 2005 April 30, 2011 Series II Shares Contractual 1.00% July 1, 2005 April 30, 2011 Invesco V.I. Dividend Growth Fund* Series I Shares Contractual 0.67% February 12, 2010 June 30, 2012 Series II Shares Contractual 0.92% February 12, 2010 June 30, 2012 Invesco V.I. Dynamics Fund Series I Shares Contractual 1.30% April 30, 2004 April 30, 2011 Series II Shares Contractual 1.45% April 30, 2004 April 30, 2011 Invesco V.I. Financial Services Fund Series I Shares Contractual 1.30% April 30, 2004 April 30, 2011 Series II Shares Contractual 1.45% April 30, 2004 April 30, 2011 Invesco V.I. Global Dividend Growth Fund* Series I Shares Contractual 0.94% February 12, 2010 June 30, 2012 Series II Shares Contractual 1.19% February 12, 2010 June 30, 2012 Invesco V.I. Global Health Care Fund Series I Shares Contractual 1.30% April 30, 2004 April 30, 2011 Series II Shares Contractual 1.45% April 30, 2004 April 30, 2011
24 as of September 15, 2010
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE - ---- ------------ ---------- ------------------ -------------- Invesco V.I. Global Multi-Asset Fund Series I Shares Contractual 0.10% April 30, 2010 April 30, 2011 Series II Shares Contractual 0.35% April 30, 2010 April 30, 2011 Invesco V.I. Global Real Estate Fund Series I Shares Contractual 1.30% April 30, 2004 April 30, 2011 Series II Shares Contractual 1.45% April 30, 2004 April 30, 2011 Invesco V.I. Government Securities Fund Series I Shares Contractual 0.73% July 1, 2005 April 30, 2011 Series II Shares Contractual 0.98% July 1, 2005 April 30, 2011 Invesco V.I. High Yield Fund Series II Shares Contractual 0.95% July 1, 2005 April 30, 2011 Series II Shares Contractual 1.20% April 30, 2004 April 30, 2011 Invesco V.I. High Yield Securities Fund* Series I Shares Contractual 1.75% February 12, 2010 June 30, 2012 Series II Shares Contractual 2.00% February 12, 2010 June 30, 2012 Invesco V.I. Income Builder Fund* Series I Shares Contractual 1.02% February 12, 2010 June 30, 2012 Series II Shares Contractual 1.27% February 12, 2010 June 30, 2012 Invesco V.I. International Growth Fund Series I Shares Contractual 1.30% January 1, 2005 April 30, 2011 Series II Shares Contractual 1.45% January 1, 2005 April 30, 2011 Invesco V.I. Large Cap Growth Fund Series I Shares Contractual 1.01% July 1, 2005 April 30, 2011 Series II Shares Contractual 1.26% July 1, 2005 April 30, 2011 Invesco V.I. Leisure Fund Series I Shares Contractual 1.01% April 30, 2004 April 30, 2011 Series II Shares Contractual 1.26% April 30, 2004 April 30, 2011 Invesco V.I. Mid Cap Core Equity Fund Series I Shares Contractual 1.30% September 10, 2001 April 30, 2011 Series II Shares Contractual 1.45% September 10, 2001 April 30, 2011 Invesco V.I. Money Market Fund Series I Shares Contractual 1.30% January 1, 2005 April 30, 2011 Series II Shares Contractual 1.45% January 1, 2005 April 30, 2011
25 as of September 15, 2010
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE - ---- ------------ ---------- ------------------ -------------- Invesco V.I. S&P 500 Index Fund* Series I Shares Contractual 0.28% February 12, 2010 June 30, 2012 Series II Shares Contractual 0.53% February 12, 2010 June 30, 2012 Invesco V.I. Select Dimensions Balanced Fund* Series I Shares Contractual 0.82% February 12, 2010 June 30, 2012 Series II Shares Contractual 1.07% February 12, 2010 June 30, 2012 Invesco V.I. Select Dimensions Dividend Growth Fund* Series I Shares Contractual 0.72% February 12, 2010 June 30, 2012 Series II Shares Contractual 0.97% February 12, 2010 June 30, 2012 Invesco V.I. Select Dimensions Equally-Weighted S&P 500 Fund* Series I Shares Contractual 0.37% February 12, 2010 June 30, 2012 Series II Shares Contractual 0.62% February 12, 2010 June 30, 2012 Invesco V.I. Small Cap Equity Fund Series I Shares Contractual 1.15% July 1, 2005 April 30, 2011 Series II Shares Contractual 1.40% July 1, 2005 April 30, 2011 Invesco V.I. Technology Fund Series I Shares Contractual 1.30% April 30, 2004 April 30, 2011 Series II Shares Contractual 1.45% April 30, 2004 April 30, 2011 Invesco V.I. Utilities Fund Series I Shares Contractual 0.93% September 23, 2005 April 30, 2011 Series II Shares Contractual 1.18% September 23, 2005 April 30, 2011 Invesco Van Kampen V.I. Capital Growth Fund* Series I Shares Contractual 0.84% February 12, 2010 June 30, 2012 Series II Shares Contractual 1.09% February 12, 2010 June 30, 2012 Invesco Van Kampen V.I. Comstock Fund* Series I Shares Contractual 0.62% February 12, 2010 June 30, 2012 Series II Shares Contractual 0.87% February 12, 2010 June 30, 2012 Invesco Van Kampen V.I. Equity and Income Fund* Series I Shares Contractual 0.70%(1) February 12, 2010 June 30, 2012 Series II Shares Contractual 0.75% February 12, 2010 June 30, 2012 Invesco Van Kampen V.I. Global Tactical Asset Allocation Fund* Series I Shares Contractual 0.90% February 12, 2010 June 30, 2012 Series II Shares Contractual 1.15% February 12, 2010 June 30, 2012
See page 27 for footnotes to Exhibit C. 26 as of September 15, 2010
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE - ---- ------------ ---------- ------------------ -------------- Invesco Van Kampen V.I. Global Value Equity Fund* Series I Shares Contractual 1.15% February 12, 2010 June 30, 2012 Series II Shares Contractual 1.40% February 12, 2010 June 30, 2012 Invesco Van Kampen V.I. Government Fund* Series I Shares Contractual 0.60% February 12, 2010 June 30, 2012 Series II Shares Contractual 0.85% February 12, 2010 June 30, 2012 Invesco Van Kampen V.I. Growth and Income Fund* Series I Shares Contractual 0.62% February 12, 2010 June 30, 2012 Series II Shares Contractual 0.87% February 12, 2010 June 30, 2012 Invesco Van Kampen V.I. High Yield Fund* Series I Shares Contractual 0.80% February 12, 2010 June 30, 2012 Series II Shares Contractual 1.05% February 12, 2010 June 30, 2012 Invesco Van Kampen V.I. International Growth Equity Fund* Series I Shares Contractual 1.11% February 12, 2010 June 30, 2012 Series II Shares Contractual 1.36% February 12, 2010 June 30, 2012 Invesco Van Kampen V.I. Mid Cap Growth Fund* Series I Shares Contractual 1.01% February 12, 2010 June 30, 2012 Series II Shares Contractual 1.26% February 12, 2010 June 30, 2012 Invesco Van Kampen V.I. Mid Cap Value Fund* Series I Shares Contractual 1.18%(1) February 12, 2010 June 30, 2012 Series II Shares Contractual 1.28% February 12, 2010 June 30, 2012 Invesco Van Kampen V.I. Value Fund* Series I Shares Contractual 0.86% February 12, 2010 June 30, 2012 Series II Shares Contractual 1.11% February 12, 2010 June 30, 2012
(1) The expense limit shown is the expense limit after Rule 12b-1 fee waivers by Invesco Distributors, Inc. 27 as of September 15, 2010 EXHIBIT "D" - CLOSED-END FUNDS(1) INVESCO CALIFORNIA INSURED MUNICIPAL INCOME TRUST
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE - ---- ------------ ---------- ----------------- -------------- Invesco California Insured Municipal Income Trust Contractual 0.67% June 1, 2010 June 30, 2012
INVESCO CALIFORNIA QUALITY MUNICIPAL SECURITIES
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE - ---- ------------ ---------- ----------------- -------------- Invesco California Quality Municipal Securities Contractual 0.70% June 1, 2010 June 30, 2012
INVESCO HIGH YIELD FUND, INC.
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE - ---- ------------ ---------- ----------------- -------------- Invesco High Yield Investment Funds, Inc. Contractual 0.98% June 1, 2010 June 30, 2012
INVESCO INSURED CALIFORNIA MUNICIPAL SECURITIES
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE - ---- ------------ ---------- ----------------- -------------- Invesco Insured California Municipal Securities Contractual 0.70% June 1, 2010 June 30, 2012
INVESCO INSURED MUNICIPAL BOND TRUST
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE - ---- ------------ ---------- ----------------- -------------- Invesco Insured Municipal Bond Trust Contractual 1.00% June 1, 2010 June 30, 2012
INVESCO INSURED MUNICIPAL INCOME TRUST
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE - ---- ------------ ---------- ----------------- -------------- Invesco Insured Municipal Income Trust Contractual 0.64% June 1, 2010 June 30, 2012
INVESCO INSURED MUNICIPAL SECURITIES
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE - ---- ------------ ---------- ----------------- -------------- Invesco Insured Municipal Securities Contractual 0.54% June 1, 2010 June 30, 2012
28 as of September 15, 2010 INVESCO INSURED MUNICIPAL TRUST
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE - ---- ------------ ---------- ----------------- -------------- Invesco Insured Municipal Trust Contractual 0.66% June 1, 2010 June 30, 2012
INVESCO MUNICIPAL INCOME OPPORTUNITIES TRUST
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE - ---- ------------ ---------- ----------------- -------------- Invesco Municipal Income Opportunities Trust Contractual 0.73% June 1, 2010 June 30, 2012
INVESCO MUNICIPAL INCOME OPPORTUNITIES TRUST II
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE - ---- ------------ ---------- ----------------- -------------- Invesco Municipal Income Opportunities Trust II Contractual 0.73% June 1, 2010 June 30, 2012
INVESCO MUNICIPAL INCOME OPPORTUNITIES TRUST III
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE - ---- ------------ ---------- ----------------- -------------- Invesco Municipal Income Opportunities Trust III Contractual 0.84% June 1, 2010 June 30, 2012
INVESCO MUNICIPAL PREMIUM INCOME TRUST
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE - ---- ------------ ---------- ----------------- -------------- Invesco Municipal Premium Income Trust Contractual 1.03% June 1, 2010 June 30, 2012
INVESCO NEW YORK QUALITY MUNICIPAL SECURITIES
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE - ---- ------------ ---------- ----------------- -------------- Invesco New York Quality Municipal Securities Contractual 0.80% June 1, 2010 June 30, 2012
INVESCO PRIME INCOME TRUST
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE - ---- ------------ ---------- ----------------- -------------- Invesco Prime Income Trust Contractual 1.32% June 1, 2010 June 30, 2012
29 as of September 15, 2010 INVESCO QUALITY MUNICIPAL INCOME TRUST
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE - ---- ------------ ---------- ----------------- -------------- Invesco Quality Municipal Income Trust Contractual 0.70% June 1, 2010 June 30, 2012
INVESCO QUALITY MUNICIPAL INVESTMENT TRUST
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE - ---- ------------ ---------- ----------------- -------------- Invesco Quality Municipal Investment Trust Contractual 0.70% June 1, 2010 June 30, 2012
INVESCO QUALITY MUNICIPAL SECURITIES
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE - ---- ------------ ---------- ----------------- -------------- Invesco Quality Municipal Securities Contractual 0.66% June 1, 2010 June 30, 2012
(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. 30 EX-99.77Q1 OTHR EXHB 8 h7857677q1eb.txt EX-99.77Q1EB Sub-Item 77 Q1 (e) INVESTMENT ADVISORY AGREEMENT THIS AGREEMENT is made this 1st day of June, 2010, by and between the registered investment companies as set forth on Appendix I (each, a "Fund" and collectively, the "Funds"), as the same may be amended from time to time, and Invesco Advisers, Inc., a Delaware corporation (the "Adviser"). RECITALS WHEREAS, each Fund is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as a closed-end management investment company; WHEREAS, the Adviser is registered under the Investment Advisers Act of 1940, as amended (the "Advisers Act"), as an investment adviser and engages in the business of acting as an investment adviser; WHEREAS, each Fund and the Adviser desire to enter into an agreement to provide for investment advisory services to the Funds upon the terms and conditions hereinafter set forth; NOW THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows: 1. Advisory Services. The Adviser shall act as investment adviser for the Funds and shall, in such capacity, supervise all aspects of the Funds' operations, including the investment and reinvestment of cash, securities or other properties comprising the Funds' assets, subject at all times to the policies and control of the Board of Trustees/Directors of each Fund (the "Board of Trustees/Directors"). The Adviser shall give each Fund the benefit of its best judgment, efforts and facilities in rendering its services as investment adviser. 2. Investment Analysis and Implementation. In carrying out its obligations under Section 1 hereof, the Adviser shall: (a) supervise all aspects of the operations of the Funds; (b) obtain and evaluate pertinent information about significant developments and economic, statistical and financial data, domestic, foreign or otherwise, whether affecting the economy generally or the Funds, and whether concerning the individual issuers whose securities are included in the assets of the Funds or the activities in which such issuers engage, or with respect to securities which the Adviser considers desirable for inclusion in the Funds' assets; (c) determine which issuers and securities shall be represented in the Funds' investment portfolios and regularly report thereon to the Board of Trustees/Directors; (d) formulate and implement continuing programs for the purchases and sales of the securities of such issuers and regularly report thereon to the Board of Trustees/Directors; and (e) take, on behalf of each Fund, all actions which appear to the Funds necessary to carry into effect such purchase and sale programs and supervisory functions as aforesaid, including but not limited to the placing of orders for the purchase and sale of securities for the Funds. 3. Securities Lending Duties and Fees. The Adviser agrees to provide the following services in connection with the securities lending activities of each Fund: (a) oversee participation in the securities lending program to ensure compliance with all applicable regulatory and investment guidelines; (b) assist the securities lending agent or principal (the "Agent") in determining which specific securities are available for loan; (c) monitor the Agent to ensure that securities loans are effected in accordance with the Adviser's instructions and with procedures adopted by the Board of Trustees/Directors; (d) prepare appropriate periodic reports for, and seek appropriate approvals from, the Board of Trustees/Directors with respect to securities lending activities; (e) respond to Agent inquiries; and (f) perform such other duties as necessary. As compensation for such services provided by the Adviser in connection with securities lending activities of each Fund, a lending Fund shall pay the Adviser a fee equal to 25% of the net monthly interest or fee income retained or paid to the Fund from such activities. 4. Delegation of Responsibilities. The Adviser is authorized to delegate any or all of its rights, duties and obligations under this Agreement to one or more sub-advisors, and may enter into agreements with sub-advisers, and may replace any such sub-advisors from time to time in its discretion, in accordance with the 1940 Act, the Advisers Act, and rules and regulations thereunder, as such statutes, rules and regulations are amended from time to time or are interpreted from time to time by the staff of the Securities and Exchange Commission ("SEC"), and if applicable, exemptive orders or similar relief granted by the SEC and upon receipt of approval of such sub-advisors by the Board of Trustees/Directors and by shareholders (unless any such approval is not required by such statutes, rules, regulations, interpretations, orders or similar relief). 5. Independent Contractors. The Adviser and any sub-advisors shall for all purposes herein be deemed to be independent contractors and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent each Fund in any way or otherwise be deemed to be an agent of each Fund. 6. Control by Board of Trustees/Directors. Any investment program undertaken by the Adviser pursuant to this Agreement, as well as any other activities undertaken by the Adviser on behalf of the Funds, shall at all times be subject to any directives of the Board of Trustees/Directors. 7. Compliance with Applicable Requirements. In carrying out its obligations under this Agreement, the Advisor shall at all times conform to: (a) all applicable provisions of the 1940 Act and the Advisers Act and any rules and regulations adopted thereunder; (b) the provisions of the registration statement of each Fund, as the same may be amended from time to time under the Securities Act of 1933 and the 1940 Act; (c) the provisions of each Fund's Articles of Incorporation or Declaration of Trust, as applicable, (together, the "Declaration") as the same may be amended from time to time; (d) the provisions of the by-laws of each Fund, as the same may be amended from time to time; and (e) any other applicable provisions of state, federal or foreign law. 8. Broker-Dealer Relationships. The Adviser is responsible for decisions to buy and sell securities for the Funds, broker-dealer selection, and negotiation of brokerage commission rates. (a) The Adviser's primary consideration in effecting a security transaction will be to obtain the best execution. (b) In selecting a broker-dealer to execute each particular transaction, the Adviser will take the following into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and the difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Funds on a continuing basis. Accordingly, the price to the Funds in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the fund execution services offered. (c) Subject to such policies as the Board of Trustees/Directors may from time to time determine, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Funds to pay a broker or dealer that provides brokerage and research services to the Adviser an amount of commission for effecting a fund investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by 2 such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to a particular Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. The Adviser is further authorized to allocate the orders placed by it on behalf of the Funds to such brokers and dealers who also provide research or statistical material, or other services to the Funds, to the Adviser, or to any sub-advisor. Such allocation shall be in such amounts and proportions as the Adviser shall determine and the Adviser will report on said allocations regularly to the Board of Trustees/Directors indicating the brokers to whom such allocations have been made and the basis therefor. (d) With respect to one or more Funds, to the extent the Adviser does not delegate trading responsibility to one or more sub-advisors, in making decisions regarding broker-dealer relationships, the Adviser may take into consideration the recommendations of any sub-advisor appointed to provide investment research or advisory services in connection with the Funds, and may take into consideration any research services provided to such sub-advisor by broker-dealers. (e) Subject to the other provisions of this Section 8, the 1940 Act, the Securities Exchange Act of 1934, and rules and regulations thereunder, as such statutes, rules and regulations are amended from time to time or are interpreted from time to time by the staff of the SEC, any exemptive orders issued by the SEC, and any other applicable provisions of law, the Adviser may select brokers or dealers with which it or the Funds are affiliated. 9. Compensation. The compensation that each Fund shall pay the Adviser is set forth in Appendix II attached hereto. 10. Expenses of the Funds. All of the ordinary business expenses incurred in the operations of the Funds and the offering of their shares shall be borne by the Funds unless specifically provided otherwise in this Agreement. These expenses borne by the Funds include but are not limited to brokerage commissions, taxes, legal, accounting, auditing, or governmental fees, the cost of preparing share certificates, custodian, transfer and shareholder service agent costs, expenses of issue, sale, redemption and repurchase of shares, expenses of registering and qualifying shares for sale, expenses relating to trustees and shareholder meetings, the cost of preparing and distributing reports and notices to shareholders, the fees and other expenses incurred by the Funds in connection with membership in investment company organizations and the cost of printing copies of prospectuses and statements of additional information distributed to the Funds' shareholders. 11. Services to Other Companies or Accounts. Each Fund understands that the Adviser now acts, will continue to act and may act in the future as investment manager or adviser to fiduciary and other managed accounts, and as investment manager or adviser to other investment companies, including any offshore entities, or accounts, and each Fund has no objection to the Adviser so acting, provided that whenever a Fund and one or more other investment companies or accounts managed or advised by the Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in accordance with a formula believed to be equitable to each company and account. Each Fund recognizes that in some cases this procedure may adversely affect the size of the positions obtainable and the prices realized for the Funds. 12. Non-Exclusivity. Each Fund understands that the persons employed by the Adviser to assist in the performance of the Adviser's duties under this Agreement will not devote their full time to such service and nothing contained in this Agreement shall be deemed to limit or restrict the right of the Adviser or any affiliate of the Adviser to engage in and devote time and attention to other businesses or to render services of whatever kind or nature. Each Fund further understands and agrees that officers or directors of the Adviser may serve as officers or trustees of a Fund, and that officers or trustees of the Funds may serve as officers or directors of the Adviser to the extent permitted by law; and that the officers and directors of the Adviser are not prohibited from engaging in any other business activity or from rendering services to any other person, or from serving as partners, officers, directors or trustees of any other firm or trust, including other investment advisory companies. 13. Effective Date, Term and Approval. This Agreement shall become effective with respect to a Fund, if approved by the shareholders of such Fund, on the Effective Date for such Fund, as set forth in Appendix I attached hereto. If so approved, this Agreement shall thereafter continue in force and effect with respect to a 3 Fund for two years, and may be continued from year to year thereafter, provided that the continuation of the Agreement is specifically approved at least annually: (a) (i) by the Fund's Board of Trustees/Directors or (ii) by the vote of "a majority of the outstanding voting securities" of such Fund (as defined in Section 2(a)(42) of the 1940 Act); and (b) by the affirmative vote of a majority of the Fund's directors/trustees who are not parties to this Agreement or "interested persons" (as defined in the 1940 Act) of a party to this Agreement (other than as directors/trustees of the Fund), by votes cast in person at a meeting specifically called for such purpose. 14. Termination. This Agreement may be terminated as to a Fund at any time, without the payment of any penalty, by vote of the Fund's Board of Trustees/Directors or by vote of a majority of the outstanding voting securities of the applicable Fund, or by the Adviser, on sixty (60) days' written notice to the other party. The notice provided for herein may be waived by the party entitled to receipt thereof. This Agreement shall automatically terminate in the event of its assignment, the term "assignment" for purposes of this paragraph having the meaning defined in Section 2(a)(4) of the 1940 Act. 15. Amendment. No amendment of this Agreement shall be effective unless it is in writing and signed by the party against which enforcement of the amendment is sought. 16. Liability of Adviser and Fund. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Adviser or any of its officers, directors or employees, the Adviser shall not be subject to liability to a Fund or to any shareholder of such Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security. Any liability of the Adviser to one Fund shall not automatically impart liability on the part of the Adviser to any other Fund. No Fund shall be liable for the obligations of any other Fund. 17. Liability of Shareholders. Notice is hereby given that, as provided by applicable law, the obligations of or arising out of this Agreement are not binding upon any of the shareholders of a Fund individually but are binding only upon the assets and property of the Fund and that the shareholders shall be entitled, to the fullest extent permitted by applicable law, to the same limitation on personal liability as shareholders of private corporations for profit. 18. Limited Liability of Massachusetts Business Trusts. The Declaration of Trust, together with all amendments thereto establishing each Fund identified in Appendix I as a Massachusetts business trust (the "Declaration"), is on file in the office of the Secretary of the Commonwealth of Massachusetts, provides that the name of such Funds refers to the Trustees under the Declaration collectively as Trustees, but not as individuals or personally; and no Trustee, shareholder, officer, employee or agent of such Funds shall be held to any personal liability, nor shall resort be had to their private property for the satisfaction of any obligation or claim or otherwise, in connection with the affairs of such Funds, but the Trust Estate only shall be liable. 19. Notices. Any notices under this Agreement shall be in writing, addressed and delivered, telecopied or mailed postage paid, to the other party entitled to receipt thereof at such address as such party may designate for the receipt of such notice. Until further notice to the other party, it is agreed that the address of each Fund and that of the Adviser shall be 11 Greenway Plaza, Suite 2500, Houston, Texas 77046-1173. 20. Questions of Interpretation. Any question of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the 1940 Act or the Advisers Act shall be resolved by reference to such term or provision of the 1940 Act or the Advisers Act and to interpretations thereof, if any, by the United States Courts or in the absence of any controlling decision of any such court, by rules, regulations or orders of the SEC issued pursuant to said Acts. In addition, where the effect of a requirement of the 1940 Act or the Advisers Act reflected in any provision of the Agreement is revised by rule, regulation or order of the SEC, such provision shall be deemed to incorporate the effect of such rule, regulation or order. Subject to the foregoing, this Agreement shall be 4 governed by and construed in accordance with the laws (without reference to conflicts of law provisions) of the State of Texas. 21. License Agreement. Each Fund shall have the non-exclusive right to use the name "Invesco" to designate any current or future series of shares only so long as Invesco Advisers, Inc. serves as investment manager or adviser to the Fund with respect to such series of shares. 5 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in duplicate by their respective officers on the day and year first written above. ON BEHALF OF EACH FUND LISTED IN APPENDIX I Attest: /s/ Stephen R. Rimes By: /s/ John M. Zerr ------------------------- ------------------------------- Name: Stephen R. Rimes Name: John M. Zerr Title: Assistant Secretary Title: Senior Vice President (SEAL) INVESCO ADVISERS, INC. Attest: /s/ Stephen R. Rimes By: /s/ Todd Spillane ------------------------- ------------------------------- Name: Stephen R. Rimes Name: Todd Spillane Title: Assistant Secretary Title: Senior Vice President (SEAL) 6 APPENDIX I FUNDS AND EFFECTIVE DATES All of the Funds referenced below are organized as Massachusetts business trusts.
NAME OF FUND EFFECTIVE DATE OF ADVISORY AGREEMENT - ------------ ------------------------------------ Invesco California Insured Municipal Income Trust June 1, 2010 Invesco California Quality Municipal Securities June 1, 2010 Invesco Insured California Municipal Securities June 1, 2010 Invesco Insured Municipal Bond Trust June 1, 2010 Invesco Insured Municipal Income Trust June 1, 2010 Invesco Insured Municipal Securities June 1, 2010 Invesco Insured Municipal Trust June 1, 2010 Invesco Municipal Income Opportunities Trust June 1, 2010 Invesco Municipal Income Opportunities Trust II June 1, 2010 Invesco Municipal Income Opportunities Trust III June 1, 2010 Invesco Municipal Premium Income Trust June 1, 2010 Invesco New York Quality Municipal Securities June 1, 2010 Invesco Prime Income Trust June 1, 2010 Invesco Quality Municipal Income Trust June 1, 2010 Invesco Quality Municipal Investment Trust June 1, 2010 Invesco Quality Municipal Securities June 1, 2010
7 APPENDIX II COMPENSATION TO THE ADVISER Each Fund shall pay the Adviser, out of the assets of the Fund, as full compensation for all services rendered, an advisory fee for such Fund set forth below.
FUND ANNUAL RATE - ---- --------------------------------------------------- Invesco California Insured Municipal Income Trust 0.27% as a percentage of average weekly net assets* Invesco California Quality Municipal Securities 0.27% as a percentage of average weekly net assets* Invesco Insured California Municipal Securities 0.27% as a percentage of average weekly net assets Invesco Insured Municipal Bond Trust 0.27% as a percentage of average weekly net assets* Invesco Insured Municipal Income Trust 0.27% as a percentage of average weekly net assets* Invesco Insured Municipal Securities 0.27% as a percentage of average weekly net assets Invesco Insured Municipal Trust 0.27% as a percentage of average weekly net assets* Invesco Municipal Income Opportunities Trust 0.50% as a percentage of average weekly net assets Invesco Municipal Income Opportunities Trust II 0.50% as a percentage of average weekly net assets Invesco Municipal Income Opportunities Trust III 0.50% as a percentage of average weekly net assets Invesco Municipal Premium Income Trust 0.40% as a percentage of average weekly net assets* Invesco New York Quality Municipal Securities 0.27% as a percentage of average weekly net assets* Invesco Prime Income Trust 0.90% of the portion of the daily net assets not exceeding $500 million; 0.85% of the portion of the daily net assets exceeding $500 million but not exceeding $1.5 billion; 0.825% of the portion of the daily net assets exceeding $1.5 billion but not exceeding $2.5 billion; 0.80% of the portion of the daily net assets exceeding $2.5 billion, but not exceeding $3 billion; and 0.775% of the portion of the daily net assets in excess of $3 billion Invesco Quality Municipal Income Trust 0.27% as a percentage of average weekly net assets* Invesco Quality Municipal Investment Trust 0.27% as a percentage of average weekly net assets* Invesco Quality Municipal Securities 0.27% as a percentage of average weekly net assets*
- ---------- * For the purpose of calculating the advisory fee, the liquidation preference of any Preferred Shares issued by the Fund will not be deducted from the Fund's total assets. In addition, an amount up to the aggregate amount of any other borrowings may be included in the Fund's advisory fee calculation. 8 -----END PRIVACY-ENHANCED MESSAGE-----