EX-99.77Q1 OTHR EXHB 6 dex994.txt EX-99.77Q1E Sub-Item 77Q1(e) MEMORANDUM OF AGREEMENT (ADVISORY FEE WAIVERS) This Memorandum of Agreement is entered into as of the effective date on the attached Exhibit A and B (each an "Exhibit" or, collectively the "Exhibits"), between AIM Counselor Series Trust (Invesco Counselor Series Trust), AIM Equity Funds (Invesco Equity Funds), AIM Funds Group (Invesco Funds Group), AIM Growth Series (Invesco Growth Series), AIM International Mutual Funds (Invesco International Mutual Funds), AIM Investment Funds (Invesco Investment Funds), AIM Investment Securities Funds (Invesco Investment Securities Funds), AIM Sector Funds (Invesco Sector Funds), AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds), AIM Treasurer's Series Trust (Invesco Treasurer's Series Trust), AIM Variable Insurance Funds (Invesco Variable Insurance Funds), Invesco Municipal Income Opportunities Trust, Invesco, Invesco Municipal Premium Income Trust, Invesco Quality Municipal Income Trust, Invesco Quality Municipal Investment Trust, Invesco Quality Municipal Securities, Invesco Value Municipal Bond Trust, Invesco Value Municipal Income Trust, Invesco Value Municipal Securities, Invesco Value Municipal Trust, and Short-Term Investments Trust (each a "Trust" or, collectively, the "Trusts"), on behalf of the funds listed on the Exhibits to this Memorandum of Agreement (the "Funds"), and Invesco Advisers, Inc. ("Invesco"). Invesco shall and hereby agrees to waive fees of the Funds, on behalf of their respective classes as applicable, severally and not jointly, as indicated in the Exhibits. For and in consideration of the mutual terms and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Invesco agrees that until at least the expiration date set forth on Exhibit A (the "Expiration Date") and with respect to those Funds listed on the Exhibit, Invesco will waive its advisory fees at the rate set forth on the Exhibit. For and in consideration of the mutual terms and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Trusts and Invesco agree as follows: 1. Invesco agrees that until the expiration date, if any, of the commitment set forth on the attached Exhibit B occurs, as such Exhibit B is amended from time to time, Invesco will waive advisory fees payable by an Investing Fund (defined below) in an amount equal to 100% of the net advisory fee Invesco receives on the Uninvested Cash (defined below) from the Affiliated Money Market Fund (defined below) in which the Investing Fund invests (the "Waiver"). i. Invesco's Fund Accounting Group will calculate, and apply, the Waiver monthly, based upon the average investment of Uninvested Cash made by the Investing Fund during the previous month in an Affiliated Money Market Fund. ii. The Waiver will not apply to those Investing Funds that do not charge an advisory fee, either due to the terms of their advisory agreement, or as a result of contractual or voluntary fee waivers. iii. The Waiver will not apply to cash collateral for securities lending. For purposes of the paragraph above, the following terms shall have the following meanings: (a) "Affiliated Money Market Fund"--any existing or future Trust that holds itself out as a money market fund and complies with Rule 2a-7 under the Investment Company Act of 1940, as amended; (b) "Investing Fund" - any Fund investing Cash Balances and/or Cash Collateral in an Affiliated Money Market Fund; and (c) "Uninvested Cash"--cash available and uninvested by a Trust that may result from a variety of sources, including dividends or interest received on portfolio securities, unsettled securities transactions, strategic reserves, matured investments, proceeds from liquidation of investment securities, dividend payments, or new investor capital. 2. Neither a Trust nor Invesco may remove or amend the Waiver to a Trust's detriment prior to requesting and receiving the approval of the Board of Trustee of the applicable Fund's Trust to remove or amend such Waiver. Invesco will not have any right to reimbursement of any amount so waived. The Boards of Trustees 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. Subject to the foregoing paragraphs, Invesco agrees to review the then-current waivers for each class of the Funds listed on the Exhibits on a date prior to the Expiration Date to determine whether such waivers should be amended, continued or terminated. The waivers will expire upon the Expiration Date unless the Trusts and Invesco have agreed to continue them. The Exhibits will be amended to reflect any such agreement. It is expressly agreed that the obligations of the Trusts hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Trusts personally, but shall only bind the assets and property of the Funds, as provided in each Trust's Agreement and Declaration of Trust. The execution and delivery of this Memorandum of Agreement have been authorized by the Trustees of each Trust, and this Memorandum of Agreement has been executed and delivered by an authorized officer of each Trust acting as such; neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the assets and property of the Funds, as provided in each Trust's Agreement and Declaration of Trust. IN WITNESS WHEREOF, each of the Trusts, on behalf of itself and its Funds listed in Exhibit A and B to this Memorandum of Agreement, and Invesco have entered into this Memorandum of Agreement as of the Effective Date on the attached Exhibits. AIM COUNSELOR SERIES TRUST (INVESCO COUNSELOR SERIES TRUST) AIM EQUITY FUNDS (INVESCO EQUITY FUNDS) AIM FUNDS GROUP (INVESCO FUNDS GROUP) AIM GROWTH SERIES (INVESCO GROWTH SERIES) AIM INTERNATIONAL MUTUAL FUNDS (INVESCO INTERNATIONAL MUTUAL FUNDS) AIM INVESTMENT FUNDS (INVESCO INVESTMENT FUNDS) AIM INVESTMENT SECURITIES FUNDS (INVESCO INVESTMENT SECURITIES FUNDS) AIM SECTOR FUNDS (INVESCO SECTOR FUNDS) AIM TAX-EXEMPT FUNDS (INVESCO TAX-EXEMPT FUNDS) AIM TREASURER'S SERIES TRUST (INVESCO TREASURER'S SERIES TRUST) AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS) INVESCO MUNICIPAL INCOME OPPORTUNITIES TRUST INVESCO MUNICIPAL PREMIUM INCOME TRUST INVESCO QUALITY MUNICIPAL INCOME TRUST INVESCO QUALITY MUNICIPAL INVESTMENT TRUST INVESCO QUALITY MUNICIPAL SECURITIES INVESCO VALUE MUNICIPAL BOND TRUST INVESCO VALUE MUNICIPAL INCOME TRUST INVESCO VALUE MUNICIPAL SECURITIES INVESCO VALUE MUNICIPAL TRUST SHORT-TERM INVESTMENTS TRUST on behalf of the Funds listed in the Exhibit to this Memorandum of Agreement By: /s/ John M. Zerr -------------------------- Title: Senior Vice President INVESCO ADVISERS, INC. By: /s/ John M. Zerr -------------------------- Title: Senior Vice President EXHIBIT A TO ADVISORY FEE MOA
AIM EQUITY FUNDS (INVESCO EQUITY EXPIRATION FUNDS) WAIVER DESCRIPTION EFFECTIVE DATE DATE ------------------------------- --------------------------------------------------------- -------------- ---------- Invesco Constellation Fund Invesco will waive advisory fees to the extent necessary 3/27/2006 12/31/2012 so that advisory fees Invesco receives do not exceed the annualized rates listed below. 0.695% of the first $250M 0.615% of the next $4B 0.595% of the next $750M 0.57% of the next $2.5B 0.545% of the next $2.5B 0.52% of the excess over $10B
AIM TREASURER'S SERIES TRUST (INVESCO TREASURER'S EXPIRATION SERIES TRUST) WAIVER DESCRIPTION EFFECTIVE DATE DATE ------------------------------- -------------------------------------------------------- -------------- ---------- Premier Portfolio Invesco will waive advisory fees in the amount of 0.07% 2/1/2011 12/31/2012 of the Fund's average daily net assets Premier U.S. Government Money Invesco will waive advisory fees in the amount of 0.07% 2/1/2011 12/31/2012 Portfolio of the Fund's average daily net assets
EXHIBIT "B" AIM COUNSELOR SERIES TRUST (INVESCO COUNSELOR SERIES TRUST)
PORTFOLIO EFFECTIVE DATE COMMITTED UNTIL --------- ----------------- --------------- Invesco American Franchise Fund February 12, 2010 June 30, 2013 Invesco California Tax-Free Income Fund February 12, 2010 June 30, 2013 Invesco Core Plus Bond Fund June 2, 2009 June 30, 2013 Invesco Equally-Weighted S&P 500 Fund February 12, 2010 June 30, 2013 Invesco Equity and Income Fund February 12, 2010 June 30, 2013 Invesco Floating Rate Fund July 1, 2007 June 30, 2013 Invesco Global Real Estate Income Fund July 1, 2007 June 30, 2013 Invesco Growth and Income Fund February 12, 2010 June 30, 2013 Invesco Pennsylvania Tax Free Income Fund February 12, 2010 June 30, 2013 Invesco S&P 500 Index Fund February 12, 2010 June 30, 2013 Invesco Small Cap Growth Fund February 12, 2010 June 30, 2013 Invesco U.S. Quantitative Core Fund July 1, 2007 June 30, 2013
AIM EQUITY FUNDS (INVESCO EQUITY FUNDS)
PORTFOLIO EFFECTIVE DATE COMMITTED UNTIL --------- -------------- --------------- Invesco Charter Fund July 1, 2007 June 30, 2013 Invesco Constellation Fund July 1, 2007 June 30, 2013 Invesco Disciplined Equity Fund July 14, 2009 June 30, 2013 Invesco Diversified Dividend Fund July 1, 2007 June 30, 2013 Invesco Summit Fund July 1, 2007 June 30, 2013
AIM FUNDS GROUP (INVESCO FUNDS GROUP)
FUND EFFECTIVE DATE COMMITTED UNTIL ---- -------------- --------------- Invesco European Small Company Fund July 1, 2007 June 30, 2013 Invesco Global Core Equity Fund July 1, 2007 June 30, 2013 Invesco International Small Company Fund July 1, 2007 June 30, 2013 Invesco Small Cap Equity Fund July 1, 2007 June 30, 2013
AIM GROWTH SERIES (INVESCO GROWTH SERIES)
FUND EFFECTIVE DATE COMMITTED UNTIL ---- ----------------- --------------- Invesco Convertible Securities Fund February 12, 2010 June 30, 2013 Invesco Global Quantitative Core Fund July 1, 2007 June 30, 2013 Invesco Leaders Fund February 12, 2010 June 30, 2013 Invesco Mid Cap Core Equity Fund July 1, 2007 June 30, 2013 Invesco Small Cap Growth Fund July 1, 2007 June 30, 2013 Invesco U.S. Mortgage Fund February 12, 2010 June 30, 2013
AIM INTERNATIONAL MUTUAL FUNDS (INVESCO INTERNATIONAL MUTUAL FUNDS)
FUND EFFECTIVE DATE COMMITTED UNTIL ---- -------------- --------------- Invesco Asia Pacific Growth Fund July 1, 2007 June 30, 2013 Invesco European Growth Fund July 1, 2007 June 30, 2013 Invesco Global Growth Fund July 1, 2007 June 30, 2013 Invesco Global Opportunities Fund August 1, 2012 June 30, 2013 Invesco Global Select Companies Fund August 1, 2012 June 30, 2013 Invesco Global Small & Mid Cap Growth Fund July 1, 2007 June 30, 2013 Invesco International Growth Fund July 1, 2007 June 30, 2013 Invesco International Core Equity Fund July 1, 2007 June 30, 2013
AIM INVESTMENT FUNDS (INVESCO INVESTMENT FUNDS)
FUND EFFECTIVE DATE COMMITTED UNTIL ---- ------------------ --------------- Invesco Balanced-Risk Allocation Fund* May 29, 2009 June 30, 2013 Invesco Balanced-Risk Commodity Strategy Fund** November 29, 2010 June 30, 2013 Invesco China Fund July 1, 2007 June 30, 2013 Invesco Commodities Strategy Fund*** February 12, 2010 June 30, 2013 Invesco Developing Markets Fund July 1, 2007 June 30, 2013 Invesco Emerging Markets Equity Fund May 11, 2011 June 30, 2013 Invesco Emerging Market Local Currency Debt Fund June 14, 2010 June 30, 2013 Invesco Endeavor Fund July 1, 2007 June 30, 2013 Invesco Global Advantage Fund February 12, 2010 June 30, 2013 Invesco Global Health Care Fund July 1, 2007 June 30, 2013 Invesco Global Markets Strategy Fund September 25, 2012 June 30, 2013 Invesco International Total Return Fund July 1, 2007 June 30, 2013 Invesco Pacific Growth Fund February 12, 2010 June 30, 2013 Invesco Premium Income Fund December 13, 2011 June 30, 2013 Invesco Small Companies Fund July 1, 2007 June 30, 2013
AIM INVESTMENT SECURITIES FUNDS (INVESCO INVESTMENT SECURITIES FUNDS)
FUND EFFECTIVE DATE COMMITTED UNTIL ---- ----------------- --------------- Invesco Corporate Bond Fund February 12, 2010 June 30, 2013 Invesco Dynamics Fund July 1, 2007 June 30, 2013 Invesco Global Real Estate Fund July 1, 2007 June 30, 2013 Invesco High Yield Fund July 1, 2007 June 30, 2013 Invesco High Yield Securities Fund February 12, 2010 June 30, 2013 Invesco Limited Maturity Treasury Fund July 1, 2007 June 30, 2013 Invesco Money Market Fund July 1, 2007 June 30, 2013 Invesco Municipal Bond Fund July 1, 2007 June 30, 2013 Invesco Real Estate Fund July 1, 2007 June 30, 2013 Invesco Short Term Bond Fund July 1, 2007 June 30, 2013 Invesco U.S. Government Fund July 1, 2007 June 30, 2013
-------- * Advisory fees to be waived by Invesco for Invesco Balanced-Risk Allocation Fund also include advisory fees that Invesco receives on the Uninvested Cash from the Affiliated Money Market Fund in which Invesco Cayman Commodity Fund I, Ltd. invests. ** Advisory fees to be waived by Invesco for Invesco Balanced-Risk Commodity Strategy Fund also include advisory fees that Invesco receives on the Uninvested Cash from the Affiliated Money Market Fund in which Invesco Cayman Commodity Fund III, Ltd. invests. *** Advisory fees to be waived by Invesco for Invesco Commodities Strategy Fund also include advisory fees that Invesco receives on the Uninvested Cash from the Affiliated Money Market Fund in which Invesco Cayman Commodity Fund II, Ltd. Invests. Sub-Item 77Q1(e) AIM SECTOR FUNDS (INVESCO SECTOR FUNDS)
FUND EFFECTIVE DATE COMMITTED UNTIL ---- ----------------- --------------- Invesco American Value Fund February 12, 2010 June 30, 2013 Invesco Comstock Fund February 12, 2010 June 30, 2013 Invesco Energy Fund July 1, 2007 June 30, 2013 Invesco Gold & Precious Metals Fund July 1, 2007 June 30, 2013 Invesco Leisure Fund July 1, 2007 June 30, 2013 Invesco Mid Cap Growth Fund February 12, 2010 June 30, 2013 Invesco Small Cap Value Fund February 12, 2010 June 30, 2013 Invesco Technology Fund July 1, 2007 June 30, 2013 Invesco Technology Sector Fund February 12, 2010 June 30, 2013 Invesco Utilities Fund July 1, 2007 June 30, 2013 Invesco Value Fund February 12, 2010 June 30, 2013 Invesco Value Opportunities Fund February 12, 2010 June 30, 2013
AIM TAX-EXEMPT FUNDS (INVESCO TAX-EXEMPT FUNDS)
FUND EFFECTIVE DATE COMMITTED UNTIL ---- ----------------- --------------- Invesco High Yield Municipal Fund February 12, 2010 June 30, 2013 Invesco Intermediate Term Municipal Income Fund February 12, 2010 June 30, 2013 Invesco Municipal Income Fund February 12, 2010 June 30, 2013 Invesco New York Tax Free Income Fund February 12, 2010 June 30, 2013 Invesco Tax-Exempt Cash Fund July 1, 2007 June 30, 2013 Invesco Tax-Free Intermediate Fund July 1, 2007 June 30, 2013
AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)
FUND EFFECTIVE DATE COMMITTED UNTIL ---- ----------------- --------------- Invesco V.I. Balanced-Risk Allocation Fund**** December 22, 2010 June 30, 2013 Invesco V.I. Core Equity Fund July 1, 2007 June 30, 2013 Invesco V.I. Diversified Dividend Fund February 12, 2010 June 30, 2013 Invesco V.I. Diversified Income Fund July 1, 2007 June 30, 2013 Invesco V.I. Equally-Weighted S&P 500 Fund February 12, 2010 June 30, 2013 Invesco V.I. Global Core Equity Fund February 12, 2010 June 30, 2013 Invesco V.I. Global Health Care Fund July 1, 2007 June 30, 2013 Invesco V.I. Global Real Estate Fund July 1, 2007 June 30, 2013 Invesco V.I. Government Securities Fund July 1, 2007 June 30, 2013 Invesco V.I. High Yield Fund July 1, 2007 June 30, 2013 Invesco V.I. High Yield Securities Fund February 12, 2010 June 30, 2013 Invesco V.I. International Growth Fund July 1, 2007 June 30, 2013 Invesco V.I. Mid Cap Core Equity Fund July 1, 2007 June 30, 2013 Invesco V.I. Money Market Fund July 1, 2007 June 30, 2013 Invesco V.I. S&P 500 Index Fund February 12, 2010 June 30, 2013 Invesco V.I. Small Cap Equity Fund July 1, 2007 June 30, 2013 Invesco V.I. Technology Fund July 1, 2007 June 30, 2013 Invesco V.I. Utilities Fund July 1, 2007 June 30, 2013 Invesco Van Kampen V.I. American FranchiseFund February 12, 2010 June 30, 2013 Invesco Van Kampen V.I. American Value Fund February 12, 2010 June 30, 2013 Invesco Van Kampen V.I. Comstock Fund February 12, 2010 June 30, 2013 Invesco Van Kampen V.I. Equity and Income Fund February 12, 2010 June 30, 2013 Invesco Van Kampen V.I. Growth and Income Fund February 12, 2010 June 30, 2013 Invesco Van Kampen V.I. Mid Cap Growth Fund February 12, 2010 June 30, 2013 Invesco Van Kampen V.I. Value Opportunities Fund July 1, 2007 June 30, 2013
-------- **** Advisory fees to be waived by Invesco for Invesco V.I. Balanced-Risk Allocation Fund also include an amount equal to advisory fees that Invesco receives from any money market fund or similarly pooled cash equivalent investment vehicle advised by Invesco and/or Invesco's affiliates in which Invesco Cayman Commodity Fund IV, Ltd. invests. SHORT-TERM INVESTMENTS TRUST
FUND EFFECTIVE DATE COMMITTED UNTIL ---- -------------- --------------- Government TaxAdvantage Portfolio July 1, 2007 June 30, 2013 STIC Prime Portfolio July 1, 2007 June 30, 2013 Treasury Portfolio July 1, 2007 June 30, 2013
CLOSED-END FUNDS
FUND EFFECTIVE DATE COMMITTED UNTIL ---- -------------- --------------- Invesco Municipal Income Opportunities Trust June 1, 2010 June 30, 2013 Invesco Municipal Premium Income Trust June 1, 2010 June 30, 2013 Invesco Quality Municipal Income Trust June 1, 2010 June 30, 2013 Invesco Quality Municipal Investment Trust June 1, 2010 June 30, 2013 Invesco Quality Municipal Securities June 1, 2010 June 30, 2013 Invesco Value Municipal Bond Trust June 1, 2010 June 30, 2013 Invesco Value Municipal Income Trust June 1, 2010 June 30, 2013 Invesco Value Municipal Securities June 1, 2010 June 30, 2013 Invesco Value Municipal Trust June 1, 2010 June 30, 2013
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 Municipal Income Opportunities Trust I and Short-Term Investments Trust (each a "Trust" or, collectively, the "Trusts"), on behalf of the funds listed on the Exhibits to this Memorandum of Agreement (the "Funds"), and Invesco Advisers, Inc. ("Invesco"). Invesco shall and hereby agrees to waive fees or reimburse expenses of each Fund, on behalf of its respective classes as applicable, severally and not jointly, as indicated in the attached Exhibits. For and in consideration of the mutual terms and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Trusts and Invesco agree as follows: For the Contractual Limits (listed in Exhibits A - D), Invesco agrees until at least the expiration date set forth on the attached Exhibits A - D (the "Expiration Date") that Invesco will waive its fees or reimburse expenses to the extent that expenses of a class of a Fund (excluding (i) interest; (ii) taxes; (iii) dividend expense on short sales; (iv) extraordinary or non-routine items, including litigation expenses; and (v) expenses that each Fund has incurred but did not actually pay because of an expense offset arrangement, if applicable) exceed the rate, on an annualized basis, set forth on the Exhibits of the average daily net assets allocable to such class. Acquired fund fees and expenses are not fees or expenses incurred by a fund directly but are expenses of the investment companies in which a fund invests. These fees and expenses are incurred indirectly through the valuation of a fund's investment in these investment companies. Acquired fund fees and expenses are required to be disclosed and included in the total annual fund operating expenses in the prospectus fee table. As a result, the net total annual fund operating expenses shown in the prospectus fee table may exceed the expense limits reflected in Exhibits A--D. 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, Invesco agrees to review the then-current expense limitations for each class of each Fund listed on the Exhibits on a date prior to the Expiration Date to determine whether such limitations should be amended, continued or terminated. The expense limitations will expire upon the Expiration Date unless 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), Invesco agrees that these are not contractual in nature and that Invesco may establish, amend and/or terminate such expense limitations at any time in its sole discretion 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 MUNICIPAL INCOME OPPORTUNITIES TRUST I 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 25, 2012 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 American Franchise Fund Class A Shares Contractual 1.05% May 23, 2011 June 30, 2013 Class B Shares Contractual 1.22%/2/ May 23, 2011 June 30, 2013 Class C Shares Contractual 1.80% May 23, 2011 June 30, 2013 Class R Shares Contractual 1.30% May 23, 2011 June 30, 2013 Class R5 Shares Contractual 0.80% May 23, 2011 June 30, 2013 Class Y Shares Contractual 0.80% May 23, 2011 June 30, 2013 Invesco California Tax-Free Income Fund Class A Shares Contractual 1.50% July 1, 2012 June 30, 2013 Class B Shares Contractual 2.00% July 1, 2012 June 30, 2013 Class C Shares Contractual 2.00% July 1, 2012 June 30, 2013 Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2013 Invesco Core Plus Bond Fund Class A Shares Contractual 0.75% June 6, 2011 June 30, 2013 Class B Shares Contractual 1.50% June 6, 2011 June 30, 2013 Class C Shares Contractual 1.50% June 6, 2011 June 30, 2013 Class R Shares Contractual 1.00% June 6, 2011 June 30, 2013 Class R5 Shares Contractual 0.50% June 6, 2011 June 30, 2013 Class Y Shares Contractual 0.50% June 6, 2011 June 30, 2013 Invesco Equally-Weighted S&P 500 Fund Class A Shares Contractual 2.00% July 1, 2012 June 30, 2013 Class B Shares Contractual 2.75% July 1, 2012 June 30, 2013 Class C Shares Contractual 2.75% July 1, 2012 June 30, 2013 Class R Shares Contractual 2.25% July 1, 2012 June 30, 2013 Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2013 Invesco Equity and Income Fund Class A Shares Contractual 1.50% July 1, 2012 June 30, 2013 Class B Shares Contractual 2.25% July 1, 2012 June 30, 2013 Class C Shares Contractual 2.25% July 1, 2012 June 30, 2013 Class R Shares Contractual 1.75% July 1, 2012 June 30, 2013 Class R5 Shares Contractual 1.25% July 1, 2012 June 30, 2013 Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2013 Invesco Floating Rate Fund Class A Shares Contractual 1.50% April 14, 2006 June 30, 2013 Class C Shares Contractual 2.00% April 14, 2006 June 30, 2013 Class R Shares Contractual 1.75% April 14, 2006 June 30, 2013 Class R5 Shares Contractual 1.25% April 14, 2006 June 30, 2013 Class Y Shares Contractual 1.25% October 3, 2008 June 30, 2013 Invesco Global Real Estate Income Fund Class A Shares Contractual 2.00% July 1, 2009 June 30, 2013 Class B Shares Contractual 2.75% July 1, 2009 June 30, 2013 Class C Shares Contractual 2.75% July 1, 2009 June 30, 2013 Class R5 Shares Contractual 1.75% July 1, 2009 June 30, 2013 Class Y Shares Contractual 1.75% July 1, 2009 June 30, 2013 Invesco Growth and Income Fund Class A Shares Contractual 2.00% July 1, 2012 June 30, 2013 Class B Shares Contractual 2.75% July 1, 2012 June 30, 2013 Class C Shares Contractual 2.75% July 1, 2012 June 30, 2013 Class R Shares Contractual 2.25% July 1, 2012 June 30, 2013 Class R5 Shares Contractual 1.75% July 1, 2012 June 30, 2013 Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2013
See page 14 for footnotes to Exhibit A. 3 as of September 25, 2012
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE ---- ------------ ---------- ----------------- ------------- Invesco Pennsylvania Tax Free Income Fund Class A Shares Contractual 1.50% July 1, 2012 June 30, 2013 Class B Shares Contractual 2.25% July 1, 2012 June 30, 2013 Class C Shares Contractual 2.25% July 1, 2012 June 30, 2013 Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2013 Invesco S&P 500 Index Fund Class A Shares Contractual 2.00% July 1, 2012 June 30, 2013 Class B Shares Contractual 2.75% July 1, 2012 June 30, 2013 Class C Shares Contractual 2.75% July 1, 2012 June 30, 2013 Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2013 Invesco Small Cap Growth Fund Class A Shares Contractual 2.00% July 1, 2012 June 30, 2013 Class B Shares Contractual 2.75% July 1, 2012 June 30, 2013 Class C Shares Contractual 2.75% July 1, 2012 June 30, 2013 Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2013 Invesco U.S. Quantitative Core Fund Class A Shares Contractual 2.00% July 1, 2012 June 30, 2013 Class B Shares Contractual 2.75% July 1, 2012 June 30, 2013 Class C Shares Contractual 2.75% July 1, 2012 June 30, 2013 Class R Shares Contractual 2.25% July 1, 2012 June 30, 2013 Class R5 Shares Contractual 1.75% July 1, 2012 June 30, 2013 Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2013 Investor Class Shares Contractual 2.00% July 1, 2012 June 30, 2013
AIM EQUITY FUNDS (INVESCO EQUITY FUNDS)
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE ---- ------------ ---------- ------------------ ------------- Invesco Charter Fund Class A Shares Contractual 2.00% July 1, 2009 June 30, 2013 Class B Shares Contractual 2.75% July 1, 2009 June 30, 2013 Class C Shares Contractual 2.75% July 1, 2009 June 30, 2013 Class R Shares Contractual 2.25% July 1, 2009 June 30, 2013 Class R5 Shares Contractual 1.75% July 1, 2009 June 30, 2013 Class S Shares Contractual 1.90% September 25, 2009 June 30, 2013 Class Y Shares Contractual 1.75% July 1, 2009 June 30, 2013 Invesco Constellation Fund Class A Shares Contractual 2.00% July 1, 2009 June 30, 2013 Class B Shares Contractual 2.75% July 1, 2009 June 30, 2013 Class C Shares Contractual 2.75% July 1, 2009 June 30, 2013 Class R Shares Contractual 2.25% July 1, 2009 June 30, 2013 Class R5 Shares Contractual 1.75% July 1, 2009 June 30, 2013 Class Y Shares Contractual 1.75% July 1, 2009 June 30, 2013 Invesco Disciplined Equity Fund Class Y Shares Contractual 1.75% July 14, 2009 June 30, 2013 Invesco Diversified Dividend Fund Class A Shares Contractual 0.95% July 18, 2011 June 30, 2013 Class B Shares Contractual 1.70% July 18, 2011 June 30, 2013 Class C Shares Contractual 1.70% July 18, 2011 June 30, 2013 Class R Shares Contractual 1.20% July 18, 2011 June 30, 2013 Class R5 Shares Contractual 0.70% July 18, 2011 June 30, 2013 Class Y Shares Contractual 0.70% July 18, 2011 June 30, 2013 Investor Class Shares Contractual 0.95% July 18, 2011 June 30, 2013
See page 14 for footnotes to Exhibit A. 4 as of September 25, 2012
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE ---- ------------ ---------- ------------------ ------------- Invesco Summit Fund Class A Shares Contractual 2.00% July 1, 2009 June 30, 2013 Class B Shares Contractual 2.75% July 1, 2009 June 30, 2013 Class C Shares Contractual 2.75% July 1, 2009 June 30, 2013 Class P Shares Contractual 1.85% July 1, 2009 June 30, 2013 Class R5 Shares Contractual 1.75% July 1, 2009 June 30, 2013 Class S Shares Contractual 1.90% September 25, 2009 June 30, 2013 Class Y Shares Contractual 1.75% July 1, 2009 June 30, 2013
AIM FUNDS GROUP (INVESCO FUNDS GROUP)
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE ---- ------------ ---------- ----------------- ------------- Invesco European Small Company Fund Class A Shares Contractual 2.25% July 1, 2009 June 30, 2013 Class B Shares Contractual 3.00% July 1, 2009 June 30, 2013 Class C Shares Contractual 3.00% July 1, 2009 June 30, 2013 Class Y Shares Contractual 2.00% July 1, 2009 June 30, 2013 Invesco Global Core Equity Fund Class A Shares Contractual 1.25% May 23, 2011 June 30, 2013 Class B Shares Contractual 1.52%/2/ May 23, 2011 June 30, 2013 Class C Shares Contractual 2.00% May 23, 2011 June 30, 2013 Class R Shares Contractual 1.50% May 23, 2011 June 30, 2013 Class R5 Shares Contractual 1.00% May 23, 2011 June 30, 2013 Class Y Shares Contractual 1.00% May 23, 2011 June 30, 2013 Invesco International Small Company Fund Class A Shares Contractual 2.25% July 1, 2009 June 30, 2013 Class B Shares Contractual 3.00% July 1, 2009 June 30, 2013 Class C Shares Contractual 3.00% July 1, 2009 June 30, 2013 Class R5 Shares Contractual 2.00% July 1, 2009 June 30, 2013 Class Y Shares Contractual 2.00% July 1, 2009 June 30, 2013 Invesco Small Cap Equity Fund Class A Shares Contractual 2.00% July 1, 2009 June 30, 2013 Class B Shares Contractual 2.75% July 1, 2009 June 30, 2013 Class C Shares Contractual 2.75% July 1, 2009 June 30, 2013 Class R Shares Contractual 2.25% July 1, 2009 June 30, 2013 Class R5 Shares Contractual 1.75% July 1, 2009 June 30, 2013 Class Y Shares Contractual 1.75% July 1, 2009 June 30, 2013
AIM GROWTH SERIES (INVESCO GROWTH SERIES)
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE ---- ------------ ---------- ----------------- -------------- Invesco Balanced-Risk Retirement 2020 Fund Class A Shares Contractual 0.25% November 4, 2009 April 30, 2013 Class AX Shares Contractual 0.25% February 12, 2010 April 30, 2013 Class B Shares Contractual 1.00% November 4, 2009 April 30, 2013 Class C Shares Contractual 1.00% November 4, 2009 April 30, 2013 Class CX Shares Contractual 1.00% February 12, 2010 April 30, 2013 Class R Shares Contractual 0.50% November 4, 2009 April 30, 2013 Class R5 Shares Contractual 0.00% November 4, 2009 April 30, 2013 Class RX Shares Contractual 0.50% February 12, 2010 April 30, 2013 Class Y Shares Contractual 0.00% November 4, 2009 April 30, 2013
See page 14 for footnotes to Exhibit A. 5 as of September 25, 2012
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE ---- ------------ ---------- ----------------- -------------- Invesco Balanced-Risk Retirement 2030 Fund Class A Shares Contractual 0.25% November 4, 2009 April 30, 2013 Class AX Shares Contractual 0.25% February 12, 2010 April 30, 2013 Class B Shares Contractual 1.00% November 4, 2009 April 30, 2013 Class C Shares Contractual 1.00% November 4, 2009 April 30, 2013 Class CX Shares Contractual 1.00% February 12, 2010 April 30, 2013 Class R Shares Contractual 0.50% November 4, 2009 April 30, 2013 Class R5 Shares Contractual 0.00% November 4, 2009 April 30, 2013 Class RX Shares Contractual 0.50% February 12, 2010 April 30, 2013 Class Y Shares Contractual 0.00% November 4, 2009 April 30, 2013 Invesco Balanced-Risk Retirement 2040 Fund Class A Shares Contractual 0.25% November 4, 2009 April 30, 2013 Class AX Shares Contractual 0.25% February 12, 2010 April 30, 2013 Class B Shares Contractual 1.00% November 4, 2009 April 30, 2013 Class C Shares Contractual 1.00% November 4, 2009 April 30, 2013 Class CX Shares Contractual 1.00% February 12, 2010 April 30, 2013 Class R Shares Contractual 0.50% November 4, 2009 April 30, 2013 Class R5 Shares Contractual 0.00% November 4, 2009 April 30, 2013 Class RX Shares Contractual 0.50% February 12, 2010 April 30, 2013 Class Y Shares Contractual 0.00% November 4, 2009 April 30, 2013 Invesco Balanced-Risk Retirement 2050 Fund Class A Shares Contractual 0.25% November 4, 2009 April 30, 2013 Class AX Shares Contractual 0.25% February 12, 2010 April 30, 2013 Class B Shares Contractual 1.00% November 4, 2009 April 30, 2013 Class C Shares Contractual 1.00% November 4, 2009 April 30, 2013 Class CX Shares Contractual 1.00% February 12, 2010 April 30, 2013 Class R Shares Contractual 0.50% November 4, 2009 April 30, 2013 Class R5 Shares Contractual 0.00% November 4, 2009 April 30, 2013 Class RX Shares Contractual 0.50% February 12, 2010 April 30, 2013 Class Y Shares Contractual 0.00% November 4, 2009 April 30, 2013 Invesco Balanced-Risk Retirement Now Fund Class A Shares Contractual 0.25% November 4, 2009 April 30, 2013 Class AX Shares Contractual 0.25% February 12, 2010 April 30, 2013 Class B Shares Contractual 1.00% November 4, 2009 April 30, 2013 Class C Shares Contractual 1.00% November 4, 2009 April 30, 2013 Class CX Shares Contractual 1.00% February 12, 2010 April 30, 2013 Class R Shares Contractual 0.50% November 4, 2009 April 30, 2013 Class R5 Shares Contractual 0.00% November 4, 2009 April 30, 2013 Class RX Shares Contractual 0.50% February 12, 2010 April 30, 2013 Class Y Shares Contractual 0.00% November 4, 2009 April 30, 2013 Invesco Conservative Allocation Fund Class A Shares Contractual 1.50% July 1, 2012 June 30, 2013 Class B Shares Contractual 2.25% July 1, 2012 June 30, 2013 Class C Shares Contractual 2.25% July 1, 2012 June 30, 2013 Class R Shares Contractual 1.75% July 1, 2012 June 30, 2013 Class R5 Shares Contractual 1.25% July 1, 2012 June 30, 2013 Class S Shares Contractual 1.40% July 1, 2012 June 30, 2013 Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2013 Invesco Convertible Securities Fund Class A Shares Contractual 1.50% July 1, 2012 June 30, 2013 Class B Shares Contractual 2.25% July 1, 2012 June 30, 2013 Class C Shares Contractual 2.25% July 1, 2012 June 30, 2013 Class R5 Shares Contractual 1.25% July 1, 2012 June 30, 2013 Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2013
See page 14 for footnotes to Exhibit A. 6 as of September 25, 2012
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE ---- ------------ ---------- ----------------- -------------- Invesco Global Quantitative Core Fund Class A Shares Contractual 2.25% July 1, 2009 June 30, 2013 Class B Shares Contractual 3.00% July 1, 2009 June 30, 2013 Class C Shares Contractual 3.00% July 1, 2009 June 30, 2013 Class R Shares Contractual 2.50% July 1, 2009 June 30, 2013 Class R5 Shares Contractual 2.00% July 1, 2009 June 30, 2013 Class Y Shares Contractual 2.00% July 1, 2009 June 30, 2013 Invesco Growth Allocation Fund Class A Shares Contractual 2.00% July 1, 2012 June 30, 2013 Class B Shares Contractual 2.75% July 1, 2012 June 30, 2013 Class C Shares Contractual 2.75% July 1, 2012 June 30, 2013 Class R Shares Contractual 2.25% July 1, 2012 June 30, 2013 Class R5 Shares Contractual 1.75% July 1, 2012 June 30, 2013 Class S Shares Contractual 1.90% July 1, 2012 June 30, 2013 Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2013 Invesco Income Allocation Fund Class A Shares Contractual 0.25% May 1, 2012 April 30, 2013 Class B Shares Contractual 1.00% May 1, 2012 April 30, 2013 Class C Shares Contractual 1.00% May 1, 2012 April 30, 2013 Class R Shares Contractual 0.50% May 1, 2012 April 30, 2013 Class R5 Shares Contractual 0.00% May 1, 2012 April 30, 2013 Class Y Shares Contractual 0.00% May 1, 2012 April 30, 2013 Invesco International Allocation Fund Class A Shares Contractual 2.25% May 1, 2012 June 30, 2013 Class B Shares Contractual 3.00% May 1, 2012 June 30, 2013 Class C Shares Contractual 3.00% May 1, 2012 June 30, 2013 Class R Shares Contractual 2.50% May 1, 2012 June 30, 2013 Class R5 Shares Contractual 2.00% May 1, 2012 June 30, 2013 Class Y Shares Contractual 2.00% May 1, 2012 June 30, 2013 Invesco Leaders Fund Class A Shares Contractual 2.25% July 1, 2012 June 30, 2013 Class B Shares Contractual 3.00% July 1, 2012 June 30, 2013 Class C Shares Contractual 3.00% July 1, 2012 June 30, 2013 Class Y Shares Contractual 2.00% July 1, 2012 June 30, 2013 Invesco Mid Cap Core Equity Fund Class A Shares Contractual 2.00% July 1, 2009 June 30, 2013 Class B Shares Contractual 2.75% July 1, 2009 June 30, 2013 Class C Shares Contractual 2.75% July 1, 2009 June 30, 2013 Class R Shares Contractual 2.25% July 1, 2009 June 30, 2013 Class R5 Shares Contractual 1.75% July 1, 2009 June 30, 2013 Class Y Shares Contractual 1.75% July 1, 2009 June 30, 2013 Invesco Moderate Allocation Fund Class A Shares Contractual 1.50% July 1, 2012 June 30, 2013 Class B Shares Contractual 2.25% July 1, 2012 June 30, 2013 Class C Shares Contractual 2.25% July 1, 2012 June 30, 2013 Class R Shares Contractual 1.75% July 1, 2012 June 30, 2013 Class R5 Shares Contractual 1.25% July 1, 2012 June 30, 2013 Class S Shares Contractual 1.40% July 1, 2012 June 30, 2013 Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2013 Invesco Small Cap Growth Fund Class A Shares Contractual 2.00% July 1, 2009 June 30, 2013 Class B Shares Contractual 2.75% July 1, 2009 June 30, 2013 Class C Shares Contractual 2.75% July 1, 2009 June 30, 2013 Class R Shares Contractual 2.25% July 1, 2009 June 30, 2013 Class R5 Shares Contractual 1.75% July 1, 2009 June 30, 2013 Class Y Shares Contractual 1.75% July 1, 2009 June 30, 2013 Investor Class Shares Contractual 2.00% July 1, 2009 June 30, 2013
See page 14 for footnotes to Exhibit A. 7 as of September 25, 2012
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE ---- ------------ ---------- ----------------- ------------- Invesco U.S. Mortgage Fund Class A Shares Contractual 1.50% July 1, 2012 June 30, 2013 Class B Shares Contractual 2.25% July 1, 2012 June 30, 2013 Class C Shares Contractual 2.25% July 1, 2012 June 30, 2013 Class R5 Shares Contractual 1.25% July 1, 2012 June 30, 2013 Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2013
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 June 30, 2013 Class B Shares Contractual 3.00% July 1, 2009 June 30, 2013 Class C Shares Contractual 3.00% July 1, 2009 June 30, 2013 Class Y Shares Contractual 2.00% July 1, 2009 June 30, 2013 Invesco European Growth Fund Class A Shares Contractual 2.25% July 1, 2009 June 30, 2013 Class B Shares Contractual 3.00% July 1, 2009 June 30. 2013 Class C Shares Contractual 3.00% July 1, 2009 June 30, 2013 Class R Shares Contractual 2.50% July 1, 2009 June 30, 2013 Class Y Shares Contractual 2.00% July 1, 2009 June 30, 2013 Investor Class Shares Contractual 2.25% July 1, 2009 June 30, 2013 Invesco Global Growth Fund Class A Shares Contractual 1.32% December 19, 2011 December 31, 2012 Class B Shares Contractual 2.07% December 19, 2011 December 31, 2012 Class C Shares Contractual 2.07% December 19, 2011 December 31, 2012 Class R5 Shares Contractual 1.07% December 19, 2011 December 31, 2012 Class Y Shares Contractual 1.07% December 19, 2011 December 31, 2012 Invesco Global Opportunities Fund Class A Shares Contractual 1.36% August 1, 2012 July 31, 2013 Class C Shares Contractual 2.11% August 1, 2012 July 31, 2013 Class R Shares Contractual 1.61% August 1, 2012 July 31, 2013 Class R5 Shares Contractual 1.11% August 1, 2012 July 31, 2013 Class Y Shares Contractual 1.11% August 1, 2012 July 31, 2013 Invesco Select Opportunities Fund Class A Shares Contractual 1.51% August 1, 2012 July 31, 2013 Class C Shares Contractual 2.26% August 1, 2012 July 31, 2013 Class R Shares Contractual 1.76% August 1, 2012 July 31, 2013 Class R5 Shares Contractual 1.26% August 1, 2012 July 31, 2013 Class Y Shares Contractual 1.26% August 1, 2012 July 31, 2013 Invesco Global Small & Mid Cap Growth Fund Class A Shares Contractual 2.25% July 1, 2009 June 30. 2013 Class B Shares Contractual 3.00% July 1, 2009 June 30, 2013 Class C Shares Contractual 3.00% July 1, 2009 June 30, 2013 Class R5 Shares Contractual 2.00% July 1, 2009 June 30, 2013 Class Y Shares Contractual 2.00% July 1, 2009 June 30, 2013 Invesco International Core Equity Fund Class A Shares Contractual 2.25% July 1, 2009 June 30. 2013 Class B Shares Contractual 3.00% July 1, 2009 June 30, 2013 Class C Shares Contractual 3.00% July 1, 2009 June 30, 2013 Class R Shares Contractual 2.50% July 1, 2009 June 30, 2013 Class R5 Shares Contractual 2.00% July 1, 2009 June 30, 2013 Class Y Shares Contractual 2.00% July 1, 2009 June 30, 2013 Investor Class Shares Contractual 2.25% July 1, 2009 June 30, 2013
See page 14 for footnotes to Exhibit A. 8 as of September 25, 2012
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE ---- ------------ ---------- ----------------- ------------- Invesco International Growth Fund Class A Shares Contractual 1.40% May 23, 2011 June 30, 2013 Class B Shares Contractual 2.15% May 23, 2011 June 30, 2013 Class C Shares Contractual 2.15% May 23, 2011 June 30, 2013 Class R Shares Contractual 1.65% May 23, 2011 June 30, 2013 Class R5 Shares Contractual 1.15% May 23, 2011 June 30, 2013 Class Y Shares Contractual 1.15% May 23, 2011 June 30, 2013
AIM INVESTMENT FUNDS (INVESCO INVESTMENT FUNDS)
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE ---- ------------ ---------- ----------------- ----------------- Invesco Balanced-Risk Allocation Fund/3/ Class A Shares Contractual 2.00% July 1, 2012 June 30. 2013 Class B Shares Contractual 2.75% July 1, 2012 June 30, 2013 Class C Shares Contractual 2.75% July 1, 2012 June 30, 2013 Class R Shares Contractual 2.25% July 1, 2012 June 30, 2013 Class R5 Shares Contractual 1.75% July 1, 2012 June 30, 2013 Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2013 Invesco Balanced-Risk Commodity Strategy Fund/4/ Class A Shares Contractual 1.22% November 29, 2010 June 30. 2014 Class B Shares Contractual 1.97% November 29, 2010 June 30, 2014 Class C Shares Contractual 1.97% November 29, 2010 June 30, 2014 Class R Shares Contractual 1.47% November 29, 2010 June 30, 2014 Class R5 Shares Contractual 0.97% November 29, 2010 June 30, 2014 Class Y Shares Contractual 0.97% November 29, 2010 June 30, 2014 Invesco China Fund Class A Shares Contractual 2.25% July 1, 2009 June 30, 2013 Class B Shares Contractual 3.00% July 1, 2009 June 30, 2013 Class C Shares Contractual 3.00% July 1, 2009 June 30, 2013 Class R5 Shares Contractual 2.00% July 1, 2009 June 30, 2013 Class Y Shares Contractual 2.00% July 1, 2009 June 30, 2013 Invesco Developing Markets Fund Class A Shares Contractual 2.25% July 1, 2012 June 30. 2013 Class B Shares Contractual 3.00% July 1, 2012 June 30, 2013 Class C Shares Contractual 3.00% July 1, 2012 June 30, 2013 Class R5 Shares Contractual 2.00% July 1, 2012 June 30, 2013 Class Y Shares Contractual 2.00% July 1, 2012 June 30, 2013 Invesco Emerging Market Local Currency Debt Fund Class A Shares Contractual 1.24% June 14, 2010 February 28, 2013 Class B Shares Contractual 1.99% June 14, 2010 February 28, 2013 Class C Shares Contractual 1.99% June 14, 2010 February 28, 2013 Class R Shares Contractual 1.49% June 14, 2010 February 28, 2013 Class Y Shares Contractual 0.99% June 14, 2010 February 28, 2013 Class R5 Shares Contractual 0.99% June 14, 2010 February 28, 2013 Invesco Emerging Markets Equity Fund Class A Shares Contractual 1.85% May 11, 2011 February 28, 2013 Class C Shares Contractual 2.60% May 11, 2011 February 28, 2013 Class R Shares Contractual 2.10% May 11, 2011 February 28, 2013 Class R5 Shares Contractual 1.60% May 11, 2011 February 28, 2013 Class Y Shares Contractual 1.60% May 11, 2011 February 28, 2013
See page 14 for footnotes to Exhibit A. 9 as of September 25, 2012
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE ---- ------------ ---------- ------------------ ----------------- Invesco Endeavor Fund Class A Shares Contractual 2.00% July 1, 2009 June 30. 2013 Class B Shares Contractual 2.75% July 1, 2009 June 30, 2013 Class C Shares Contractual 2.75% July 1, 2009 June 30, 2013 Class R Shares Contractual 2.25% July 1, 2009 June 30, 2013 Class R5 Shares Contractual 1.75% July 1, 2009 June 30, 2013 Class Y Shares Contractual 1.75% July 1, 2009 June 30, 2013 Invesco Global Health Care Fund Class A Shares Contractual 2.00% July 1, 2012 June 30. 2013 Class B Shares Contractual 2.75% July 1, 2012 June 30, 2013 Class C Shares Contractual 2.75% July 1, 2012 June 30, 2013 Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2013 Investor Class Shares Contractual 2.00% July 1, 2012 June 30, 2013 Invesco Global Markets Strategy Fund/5/ Class H1 Shares Contractual 2.00% September 25, 2012 October 31, 2013 Invesco International Total Return Fund Class A Shares Contractual 1.10% March 31, 2006 February 28, 2013 Class B Shares Contractual 1.85% March 31, 2006 February 28, 2013 Class C Shares Contractual 1.85% March 31, 2006 February 28, 2013 Class R5 Shares Contractual 0.85% October 3, 2008 February 28, 2013 Class Y Shares Contractual 0.85% March 31, 2006 February 28, 2013 Invesco Pacific Growth Fund Class A Shares Contractual 2.25% July 1, 2012 June 30. 2013 Class B Shares Contractual 3.00% July 1, 2012 June 30, 2013 Class C Shares Contractual 3.00% July 1, 2012 June 30, 2013 Class R Shares Contractual 2.50% July 1, 2012 June 30, 2013 Class R5 Shares Contractual 2.00% July 1, 2012 June 30, 2013 Class Y Shares Contractual 2.00% July 1, 2012 June 30, 2013 Invesco Premium Income Fund Class A Shares Contractual 0.89% December 13, 2011 February 28, 2013 Class C Shares Contractual 1.64% December 13, 2011 February 28, 2013 Class R Shares Contractual 1.14% December 13, 2011 February 28, 2013 Class R5 Shares Contractual 0.64% December 13, 2011 February 28, 2013 Class Y Shares Contractual 0.64% December 13, 2011 February 28, 2013 Invesco Select Companies Fund Class A Shares Contractual 2.00% July 1, 2009 June 30. 2013 Class B Shares Contractual 2.75% July 1, 2009 June 30, 2013 Class C Shares Contractual 2.75% July 1, 2009 June 30, 2013 Class R Shares Contractual 2.25% July 1, 2009 June 30, 2013 Class R5 Shares Contractual 1.75% July 1, 2009 June 30, 2013 Class Y Shares Contractual 1.75% July 1, 2009 June 30, 2013
AIM INVESTMENT SECURITIES FUNDS (INVESCO INVESTMENT SECURITIES FUNDS)
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE ---- ------------ ---------- ----------------- ------------- Invesco Corporate Bond Fund Class A Shares Contractual 1.50% July 1, 2012 June 30, 2013 Class B Shares Contractual 2.25% July 1, 2012 June 30, 2013 Class C Shares Contractual 2.25% July 1, 2012 June 30, 2013 Class R Shares Contractual 1.75% July 1, 2012 June 30, 2013 Class R5 Shares Contractual 1.25% July 1, 2012 June 30, 2013 Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2013
See page 14 for footnotes to Exhibit A. 10 as of September 25, 2012
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. 2013 Class B Shares Contractual 2.75% July 1, 2009 June 30, 2013 Class C Shares Contractual 2.75% July 1, 2009 June 30, 2013 Class R Shares Contractual 2.25% July 1, 2009 June 30, 2013 Class R5 Shares Contractual 1.75% July 1, 2009 June 30, 2013 Class Y Shares Contractual 1.75% July 1, 2009 June 30, 2013 Investor Class Shares Contractual 2.00% July 1, 2009 June 30. 2013 Invesco Global Real Estate Fund Class A Shares Contractual 2.00% July 1, 2009 June 30, 2013 Class B Shares Contractual 2.75% July 1, 2009 June 30, 2013 Class C Shares Contractual 2.75% July 1, 2009 June 30, 2013 Class R Shares Contractual 2.25% July 1, 2009 June 30, 2013 Class R5 Shares Contractual 1.75% July 1, 2009 June 30, 2013 Class Y Shares Contractual 1.75% July 1, 2009 June 30, 2013 Invesco High Yield Fund Class A Shares Contractual 0.89% June 6, 2011 June 30, 2013 Class B Shares Contractual 1.64% June 6, 2011 June 30, 2013 Class C Shares Contractual 1.64% June 6, 2011 June 30, 2013 Class R5 Shares Contractual 0.64% June 6, 2011 June 30, 2013 Class Y Shares Contractual 0.64% June 6, 2011 June 30, 2013 Investor Class Shares Contractual 0.89% June 6, 2011 June 30, 2013 Invesco High Yield Securities Fund Class A Shares Contractual 1.50% July 1, 2012 June 30, 2013 Class B Shares Contractual 2.00% July 1, 2012 June 30, 2013 Class C Shares Contractual 2.10% July 1, 2012 June 30, 2013 Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2013 Invesco Limited Maturity Treasury Fund Class A Shares Contractual 1.50% July 1, 2012 June 30, 2013 Class A2 Shares Contractual 1.40% July 1, 2012 June 30, 2013 Class R5 Shares Contractual 1.25% July 1, 2012 June 30, 2013 Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2013 Invesco Municipal Bond Fund Class A Shares Contractual 1.50% July 1, 2012 June 30, 2013 Class B Shares Contractual 2.25% July 1, 2012 June 30, 2013 Class C Shares Contractual 2.25% July 1, 2012 June 30, 2013 Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2013 Investor Class Shares Contractual 1.50% July 1, 2012 June 30, 2013 Invesco Real Estate Fund Class A Shares Contractual 2.00% July 1, 2012 June 30, 2013 Class B Shares Contractual 2.75% July 1, 2012 June 30, 2013 Class C Shares Contractual 2.75% July 1, 2012 June 30, 2013 Class R Shares Contractual 2.25% July 1, 2012 June 30, 2013 Class R5 Shares Contractual 1.75% July 1, 2012 June 30, 2013 Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2013 Investor Class Shares Contractual 2.00% July 1, 2012 June 30, 2013 Invesco Short Term Bond Fund Class A Shares Contractual 0.56% June 6, 2011 June 30, 2013 Class C Shares Contractual 0.91% March 4, 2009 June 30, 2013 Class R Shares Contractual 0.91% March 4, 2009 June 30, 2013 Class R5 Shares Contractual 0.41% March 4, 2009 June 30, 2013 Class Y Shares Contractual 0.41% March 4, 2009 June 30, 2013
See page 14 for footnotes to Exhibit A. 11 as of September 25, 2012
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE ---- ------------ ---------- ----------------- ------------- Invesco U.S. Government Fund Class A Shares Contractual 1.50% July 1, 2012 June 30, 2013 Class B Shares Contractual 2.25% July 1, 2012 June 30, 2013 Class C Shares Contractual 2.25% July 1, 2012 June 30, 2013 Class R Shares Contractual 1.75% July 1, 2012 June 30, 2013 Class R5 Shares Contractual 1.25% July 1, 2012 June 30, 2013 Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2013 Investor Class Shares Contractual 1.50% July 1, 2012 June 30, 2013
AIM SECTOR FUNDS (INVESCO SECTOR FUNDS)
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE ---- ------------ ---------- ----------------- ------------- Invesco American Value Fund Class A Shares Contractual 1.25% April 30, 2012 June 30, 2013 Class B Shares Contractual 2.00% April 30, 2012 June 30, 2013 Class C Shares Contractual 2.00% April 30, 2012 June 30, 2013 Class R Shares Contractual 1.50% April 30, 2012 June 30, 2013 Class R5 Shares Contractual 1.00% April 30, 2012 June 30, 2013 Class Y Shares Contractual 1.00% April 30, 2012 June 30, 2013 Invesco Comstock Fund Class A Shares Contractual 2.00% July 1, 2012 June 30, 2013 Class B Shares Contractual 2.75% July 1, 2012 June 30, 2013 Class C Shares Contractual 2.75% July 1, 2012 June 30, 2013 Class R Shares Contractual 2.25% July 1, 2012 June 30, 2013 Class R5 Shares Contractual 1.75% July 1, 2012 June 30, 2013 Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2013 Invesco Energy Fund Class A Shares Contractual 2.00% July 1, 2009 June 30, 2013 Class B Shares Contractual 2.75% July 1, 2009 June 30, 2013 Class C Shares Contractual 2.75% July 1, 2009 June 30, 2013 Class R5 Shares Contractual 1.75% July 1, 2009 June 30, 2013 Class Y Shares Contractual 1.75% July 1, 2009 June 30, 2013 Investor Class Shares Contractual 2.00% July 1, 2009 June 30, 2013 Invesco Gold & Precious Metals Fund Class A Shares Contractual 2.00% July 1, 2009 June 30, 2013 Class B Shares Contractual 2.75% July 1, 2009 June 30, 2013 Class C Shares Contractual 2.75% July 1, 2009 June 30, 2013 Class Y Shares Contractual 1.75% July 1, 2009 June 30, 2013 Investor Class Shares Contractual 2.00% July 1, 2009 June 30, 2013 Invesco Leisure Fund Class A Shares Contractual 2.00% July 1, 2009 June 30, 2013 Class B Shares Contractual 2.75% July 1, 2009 June 30, 2013 Class C Shares Contractual 2.75% July 1, 2009 June 30, 2013 Class R Shares Contractual 2.25% July 1, 2009 June 30, 2013 Class Y Shares Contractual 1.75% July 1, 2009 June 30, 2013 Investor Class Shares Contractual 2.00% July 1, 2009 June 30, 2013 Invesco Mid Cap Growth Fund Class A Shares Contractual 2.00% July 1, 2012 June 30, 2013 Class B Shares Contractual 2.75% July 1, 2012 June 30, 2013 Class C Shares Contractual 2.75% July 1, 2012 June 30, 2013 Class R Shares Contractual 2.25% July 1, 2012 June 30, 2013 Class R5 Shares Contractual 1.75% July 1, 2012 June 30, 2013 Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2013 Invesco Small Cap Value Fund Class A Shares Contractual 2.00% July 1, 2012 June 30, 2013 Class B Shares Contractual 2.75% July 1, 2012 June 30, 2013 Class C Shares Contractual 2.75% July 1, 2012 June 30, 2013 Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2013
See page 14 for footnotes to Exhibit A. 12 as of September 25, 2012
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE ---- ------------ ---------- ----------------- ------------- Invesco Technology Fund Class A Shares Contractual 2.00% July 1, 2012 June 30, 2013 Class B Shares Contractual 2.75% July 1, 2012 June 30, 2013 Class C Shares Contractual 2.75% July 1, 2012 June 30, 2013 Class R5 Shares Contractual 1.75% July 1, 2012 June 30, 2013 Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2013 Investor Class Shares Contractual 2.00% July 1, 2012 June 30, 2013 Invesco Technology Sector Fund Class A Shares Contractual 2.00% February 12, 2010 June 30, 2013 Class B Shares Contractual 2.75% February 12, 2010 June 30, 2013 Class C Shares Contractual 2.75% February 12, 2010 June 30, 2013 Class Y Shares Contractual 1.75% February 12, 2010 June 30, 2013 Invesco Utilities Fund Class A Shares Contractual 1.32% May 23, 2011 June 30, 2013 Class B Shares Contractual 2.07% May 23, 2011 June 30, 2013 Class C Shares Contractual 2.07% May 23, 2011 June 30, 2013 Class R5 Shares Contractual 1.07% May 23, 2011 June 30, 2013 Class Y Shares Contractual 1.07% May 23, 2011 June 30, 2013 Investor Class Shares Contractual 1.32% May 23, 2011 June 30, 2013 Invesco Value Opportunities Fund Class A Shares Contractual 2.00% July 1, 2012 June 30, 2013 Class B Shares Contractual 2.75% July 1, 2012 June 30, 2013 Class C Shares Contractual 2.75% July 1, 2012 June 30, 2013 Class R Shares Contractual 2.25% July 1, 2012 June 30, 2013 Class R5 Shares Contractual 1.75% July 1, 2012 June 30, 2013 Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2013
AIM TAX-EXEMPT FUNDS (INVESCO TAX-EXEMPT FUNDS)
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE ---- ------------ ---------- ----------------- ------------- Invesco High Yield Municipal Fund Class A Shares Contractual 1.50% July 1, 2012 June 30, 2013 Class B Shares Contractual 2.25% July 1, 2012 June 30, 2013 Class C Shares Contractual 2.25% July 1, 2012 June 30, 2013 Class R5 Shares Contractual 1.25% July 1, 2012 June 30, 2013 Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2013 Invesco Intermediate Term Municipal Income Fund Class A Shares Contractual 0.75% June 6, 2011 June 30, 2013 Class B Shares Contractual 1.50% June 6, 2011 June 30, 2013 Class C Shares Contractual 1.50% June 6, 2011 June 30, 2013 Class Y Shares Contractual 0.50% June 6, 2011 June 30, 2013 Invesco Municipal Income Fund Class A Shares Contractual 0.83% June 6, 2011 June 30, 2013 Class B Shares Contractual 1.58% June 6, 2011 June 30, 2013 Class C Shares Contractual 1.58% June 6, 2011 June 30, 2013 Class Y Shares Contractual 0.58% June 6, 2011 June 30, 2013 Invesco New York Tax Free Income Fund Class A Shares Contractual 1.50% July 1, 2012 June 30, 2013 Class B Shares Contractual 2.25% July 1, 2012 June 30, 2013 Class C Shares Contractual 2.25% July 1, 2012 June 30, 2013 Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2013
See page 14 for footnotes to Exhibit A. 13 as of September 25, 2012
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE ---- ------------ ---------- ----------------- ------------- Invesco Tax-Free Intermediate Fund Class A Shares Contractual 1.50% July 1, 2012 June 30, 2013 Class A2 Shares Contractual 1.25% July 1, 2012 June 30, 2013 Class R5 Shares Contractual 1.25% July 1, 2012 June 30, 2013 Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2013
/1/ The total operating expenses of any class of shares established after the date of this Memorandum of Agreement will be limited to the amount established for Class A Shares plus the difference between the new class 12b-1 rate and the Class A 12b-1 rate. /2/ The expense limit shown is the expense limit after Rule 12b-1 fee waivers by Invesco Distributors, Inc. /3/ Includes waived fees or reimbursed expenses that Invesco receives from Invesco Cayman Commodity Fund I, Ltd. /4/ Includes waived fees or reimbursed expenses that Invesco receives from Invesco Cayman Commodity Fund III, Ltd. /5/ Includes waived fees or reimbursed expenses that Invesco receives from Invesco Cayman Commodity Fund V, Ltd. 14 as of September 25, 2012 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, 2012 Corporate Class Contractual 0.17% July 1, 2009 December 31, 2012 Institutional Class Contractual 0.14% July 1, 2009 December 31, 2012 Personal Investment Class Contractual 0.69%/2/ July 1, 2009 December 31, 2012 Private Investment Class Contractual 0.44%/2/ July 1, 2009 December 31, 2012 Reserve Class Contractual 1.01%/2/ July 1, 2009 December 31, 2012 Resource Class Contractual 0.30%/2/ July 1, 2009 December 31, 2012 Government TaxAdvantage Portfolio Cash Management Class Contractual 0.22%/2/ July 1, 2009 December 31, 2012 Corporate Class Contractual 0.17% July 1, 2009 December 31, 2012 Institutional Class Contractual 0.14% July 1, 2009 December 31, 2012 Personal Investment Class Contractual 0.69%/2/ July 1, 2009 December 31, 2012 Private Investment Class Contractual 0.39%/2/ July 1, 2009 December 31, 2012 Reserve Class Contractual 1.01%/2/ July 1, 2009 December 31, 2012 Resource Class Contractual 0.30%/2/ July 1, 2009 December 31, 2012 Liquid Assets Portfolio Cash Management Class Contractual 0.22%/2/ July 1, 2009 December 31, 2012 Corporate Class Contractual 0.17% July 1, 2009 December 31, 2012 Institutional Class Contractual 0.14% July 1, 2009 December 31, 2012 Personal Investment Class Contractual 0.69%/2/ July 1, 2009 December 31, 2012 Private Investment Class Contractual 0.44%/2/ July 1, 2009 December 31, 2012 Reserve Class Contractual 1.01%/2/ July 1, 2009 December 31, 2012 Resource Class Contractual 0.34% July 1, 2009 December 31, 2012 STIC Prime Portfolio Cash Management Class Contractual 0.22%/2/ July 1, 2009 December 31, 2012 Corporate Class Contractual 0.17% July 1, 2009 December 31, 2012 Institutional Class Contractual 0.14% July 1, 2009 December 31, 2012 Personal Investment Class Contractual 0.69%/2/ July 1, 2009 December 31, 2012 Private Investment Class Contractual 0.44%/2/ July 1, 2009 December 31, 2012 Reserve Class Contractual 1.01%/2/ July 1, 2009 December 31, 2012 Resource Class Contractual 0.30%/2/ July 1, 2009 December 31, 2012 Tax-Free Cash Reserve Portfolio/3/ Cash Management Class Contractual 0.33%/2/ July 1, 2009 December 31, 2012 Corporate Class Contractual 0.28% July 1, 2009 December 31, 2012 Institutional Class Contractual 0.25% July 1, 2009 December 31, 2012 Personal Investment Class Contractual 0.80%/2/ July 1, 2009 December 31, 2012 Private Investment Class Contractual 0.50%/2/ July 1, 2009 December 31, 2012 Reserve Class Contractual 1.12%/2/ July 1, 2009 December 31, 2012 Resource Class Contractual 0.41%/2/ July 1, 2009 December 31, 2012 Treasury Portfolio Cash Management Class Contractual 0.22%/2/ July 1, 2009 December 31, 2012 Corporate Class Contractual 0.17% July 1, 2009 December 31, 2012 Institutional Class Contractual 0.14% July 1, 2009 December 31, 2012 Personal Investment Class Contractual 0.69%/2/ July 1, 2009 December 31, 2012 Private Investment Class Contractual 0.44%/2/ July 1, 2009 December 31, 2012 Reserve Class Contractual 1.01%/2/ July 1, 2009 December 31, 2012 Resource Class Contractual 0.30%/2/ July 1, 2009 December 31, 2012
/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. 15 as of September 25, 2012 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. Balanced-Risk Allocation Fund/1/ Series I Shares Contractual 0.72% May 15, 2012 June 30, 2013 Series II Shares Contractual 0.97% May 15, 2012 June 30, 2013 Invesco V.I. Core Equity Fund Series I Shares Contractual 1.30% January 1, 2005 April 30, 2013 Series II Shares Contractual 1.45% January 1, 2005 April 30, 2013 Invesco V.I. Diversified Dividend Fund Series I Shares Contractual 0.77% July 1, 2012 April 30, 2013 Series II Shares Contractual 1.02% July 1, 2012 April 30, 2013 Invesco V.I. Diversified Income Fund Series I Shares Contractual 0.75% July 1, 2005 April 30, 2013 Series II Shares Contractual 1.00% July 1, 2005 April 30, 2013 Invesco V.I. Equally-Weighted S&P 500 Fund Series I Shares Contractual 2.00% July 1, 2012 June 30, 2013 Series II Shares Contractual 2.25% July 1, 2012 June 30, 2013 Invesco V.I. Global Core Equity Fund Series I Shares Contractual 2.25% July 1, 2012 June 30, 2013 Series II Shares Contractual 2.50% July 1, 2012 June 30, 2013 Invesco V.I. Global Health Care Fund Series I Shares Contractual 1.30% April 30, 2004 April 30, 2013 Series II Shares Contractual 1.45% April 30, 2004 April 30, 2013 Invesco V.I. Global Real Estate Fund Series I Shares Contractual 1.30% April 30, 2004 April 30, 2013 Series II Shares Contractual 1.45% April 30, 2004 April 30, 2013 Invesco V.I. Government Securities Fund Series I Shares Contractual 0.70% July 1, 2012 April 30, 2013 Series II Shares Contractual 0.95% July 1, 2012 April 30, 2013 Invesco V.I. High Yield Fund Series I Shares Contractual 0.80% May 2, 2011 June 30, 2013
-------- /1/ Includes waived fees or reimbursed expenses that Invesco receives from Invesco Cayman Commodity Fund IV, Ltd. 16 as of September 25, 2012
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE ---- ------------ ---------- ------------------- --------------- Series II Shares Contractual 1.05% May 2, 2011 June 30, 2013 Invesco V.I. High Yield Securities Fund Series I Shares Contractual 1.50% July 1, 2012 June 30, 2013 Series II Shares Contractual 1.75% July 1, 2012 June 30, 2013 Invesco V.I. International Growth Fund Series I Shares Contractual 2.25% July 1, 2012 June 30, 2013 Series II Shares Contractual 2.50% July 1, 2012 June 30, 2013 Invesco V.I. Mid Cap Core Equity Fund Series I Shares Contractual 1.30% September 10, 2001 April 30, 2013 Series II Shares Contractual 1.45% September 10, 2001 April 30, 2013 Invesco V.I. Money Market Fund Series I Shares Contractual 1.30% January 1, 2005 April 30, 2013 Series II Shares Contractual 1.45% January 1, 2005 April 30, 2013 Invesco V.I. S&P 500 Index Fund Series I Shares Contractual 2.00% July 1, 2012 June 30, 2013 Series II Shares Contractual 2.25% July 1, 2012 June 30, 2013 Invesco V.I. Small Cap Equity Fund Series I Shares Contractual 1.15% July 1, 2005 April 30, 2013 Series II Shares Contractual 1.40% July 1, 2005 April 30, 2013 Invesco V.I. Technology Fund Series I Shares Contractual 1.30% April 30, 2004 April 30, 2013 Series II Shares Contractual 1.45% April 30, 2004 April 30, 2013 Invesco V.I. Utilities Fund Series I Shares Contractual 2.00% May 1, 2012 June 30, 2013 Series II Shares Contractual 2.25% May 1, 2012 June 30, 2013 Invesco Van Kampen V.I. American Franchise Fund Series I Shares Contractual 0.90% July 1, 2012 June 30, 2014 Series II Shares Contractual 1.15% July 1, 2012 June 30, 2014 Invesco Van Kampen V.I. American Value Fund Series I Shares Contractual 2.00% July 1, 2012 June 30, 2013 Series II Shares Contractual 2.25% July 1, 2012 June 30, 2013 Invesco Van Kampen V.I. Comstock Fund Series I Shares Contractual 0.72% July 1, 2012 April 30, 2013 Series II Shares Contractual 0.97% July 1, 2012 April 30, 2013
17 as of September 25, 2012
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE ---- ------------ ---------- ----------------- --------------- Invesco Van Kampen V.I. Equity and Income Fund Series I Shares Contractual 1.50% July 1, 2012 June 30, 2013 Series II Shares Contractual 1.75% July 1, 2012 June 30, 2013 Invesco Van Kampen V.I. Growth and Income Fund Series I Shares Contractual 0.72% July 1, 2012 April 30, 2013 Series II Shares Contractual 0.97% July 1, 2012 April 30, 2013 Invesco Van Kampen V.I. Mid Cap Growth Fund Series I Shares Contractual 1.09% July 1, 2012 June 30, 2014 Series II Shares Contractual 1.34% July 1, 2012 June 30, 2014 Invesco Van Kampen V.I. Value Opportunities Fund Series I Shares Contractual 1.30% January 1, 2005 April 30, 2013 Series II Shares Contractual 1.45% January 1, 2005 April 30, 2013
18 as of September 25, 2012 EXHIBIT "D" - CLOSED-END FUNDS INVESCO MUNICIPAL INCOME OPPORTUNITIES TRUST I
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE ---- ------------ ---------- ----------------- ---------------- Invesco Municipal Income Opportunities Trust I Contractual 0.67% August 27, 2012 August 31, 2014
19 Sub-Item 77Q1(e) AMENDMENT NO. 6 TO MASTER INVESTMENT ADVISORY AGREEMENT This Amendment dated as of July 30, 2012, amends the Master Investment Advisory Agreement (the "Agreement"), dated November 25, 2003, between AIM International Mutual Funds (Invesco International Mutual Funds), a Delaware statutory trust, and Invesco Advisers, Inc., a Delaware corporation. W I T N E S S E T H: WHEREAS, the parties agree to amend the Agreement to add Invesco Global Opportunities Fund and the Invesco Global Select Companies Fund; NOW, THEREFORE, the parties agree that; 1. Appendix A and Appendix B to the Agreement are hereby deleted in their entirety and replaced with the following: "APPENDIX A FUNDS AND EFFECTIVE DATES
NAME OF FUND EFFECTIVE DATE OF ADVISORY AGREEMENT ------------ ------------------------------------ Invesco Asia Pacific Growth Fund November 25, 2003 Invesco European Growth Fund November 25, 2003 Invesco Global Growth Fund November 25, 2003 Invesco Global Opportunities Fund July 30, 2012 Invesco Global Select Companies Fund July 30, 2012 Invesco Global Small & Mid Cap Growth Fund November 25, 2003 Invesco International Core Equity Fund November 25, 2003 Invesco International Growth Fund November 25, 2003
APPENDIX B COMPENSATION TO THE ADVISOR The Trust shall pay the Advisor, out of the assets of a Fund, as full compensation for all services rendered, an advisory fee for such Fund set forth below. Such fee shall be calculated by applying the following annual rates to the average daily net assets of such Fund for the calendar year computed in the manner used for the determination of the net asset value of shares of such Fund. INVESCO ASIA PACIFIC GROWTH FUND INVESCO EUROPEAN GROWTH FUND INVESCO INTERNATIONAL GROWTH FUND
NET ASSETS ANNUAL RATE ---------- ----------- First $250 million. 0.935% Next $250 million.. 0.91% Next $500 million.. 0.885% Next $1.5 billion.. 0.86% Next $2.5 billion.. 0.835% Next $2.5 billion.. 0.81% Next $2.5 billion.. 0.785% Over $10 billion... 0.76%
INVESCO GLOBAL GROWTH FUND INVESCO GLOBAL OPPORTUNITIES FUND INVESCO GLOBAL SELECT COMPANIES FUND INVESCO GLOBAL SMALL & MID CAP GROWTH FUND
NET ASSETS ANNUAL RATE ---------- ----------- First $250 million. 0.80% Next $250 million.. 0.78% Next $500 million.. 0.76% Next $1.5 billion.. 0.74% Next $2.5 billion.. 0.72% Next $2.5 billion.. 0.70% Next $2.5 billion.. 0.68% Over $10 billion... 0.66%
INVESCO INTERNATIONAL CORE EQUITY FUND
NET ASSETS ANNUAL RATE ---------- ----------- First $500 million. 0.75% Next $500 million.. 0.65% From $1 billion.... 0.55% From $2 billion.... 0.45% From $4 billion.... 0.40% From $6 billion.... 0.375% From $8 billion.... 0.35%"
2. In all other respects, the Agreement is hereby confirmed and remains in full force and effect. 2 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective officers on the date first written above. AIM INTERNATIONAL MUTUAL FUNDS (INVESCO INTERNATIONAL MUTUAL FUNDS) Attest: /s/ Peter A. Davidson By: /s/ John M. Zerr ----------------------- ------------------------------------ Assistant Secretary John M. Zerr Senior Vice President (SEAL) INVESCO ADVISERS, INC. Attest: /s/ Peter A. Davidson By: /s/ John M. Zerr ----------------------- ----------------------------------- Assistant Secretary John M. Zerr Senior Vice President (SEAL) 3 77Q1(e) AMENDMENT NO. 7 TO MASTER INVESTMENT ADVISORY AGREEMENT This Amendment dated as of September 24, 2012, amends the Master Investment Advisory Agreement (the "Agreement"), dated November 25, 2003, between AIM International Mutual Funds (Invesco International Mutual Funds), a Delaware statutory trust, and Invesco Advisers, Inc., a Delaware corporation. W I T N E S S E T H: WHEREAS, the parties agree to amend the Agreement to change the name of Invesco Global Select Companies Fund to Invesco Select Opportunities Fund; NOW, THEREFORE, the parties agree that; 1. Appendix A and Appendix B to the Agreement are hereby deleted in their entirety and replaced with the following: "APPENDIX A FUNDS AND EFFECTIVE DATES
NAME OF FUND EFFECTIVE DATE OF ADVISORY AGREEMENT ------------ ------------------------------------ Invesco Asia Pacific Growth Fund November 25, 2003 Invesco European Growth Fund November 25, 2003 Invesco Global Growth Fund November 25, 2003 Invesco Global Opportunities Fund July 30, 2012 Invesco Global Small & Mid Cap Growth Fund November 25, 2003 Invesco International Core Equity Fund November 25, 2003 Invesco International Growth Fund November 25, 2003 Invesco Select Opportunities Fund July 30, 2012
APPENDIX B COMPENSATION TO THE ADVISOR The Trust shall pay the Advisor, out of the assets of a Fund, as full compensation for all services rendered, an advisory fee for such Fund set forth below. Such fee shall be calculated by applying the following annual rates to the average daily net assets of such Fund for the calendar year computed in the manner used for the determination of the net asset value of shares of such Fund. INVESCO ASIA PACIFIC GROWTH FUND INVESCO EUROPEAN GROWTH FUND INVESCO INTERNATIONAL GROWTH FUND
NET ASSETS ANNUAL RATE ---------- ----------- First $250 million. 0.935% Next $250 million.. 0.91% Next $500 million.. 0.885% Next $1.5 billion.. 0.86% Next $2.5 billion.. 0.835% Next $2.5 billion.. 0.81% Next $2.5 billion.. 0.785% Over $10 billion... 0.76%
INVESCO GLOBAL GROWTH FUND INVESCO GLOBAL OPPORTUNITIES FUND INVESCO GLOBAL SMALL & MID CAP GROWTH FUND INVESCO SELECT OPPORTUNITIES FUND
NET ASSETS ANNUAL RATE ---------- ----------- First $250 million. 0.80% Next $250 million.. 0.78% Next $500 million.. 0.76% Next $1.5 billion.. 0.74% Next $2.5 billion.. 0.72% Next $2.5 billion.. 0.70% Next $2.5 billion.. 0.68% Over $10 billion... 0.66%
INVESCO INTERNATIONAL CORE EQUITY FUND
NET ASSETS ANNUAL RATE ---------- ----------- First $500 million. 0.75% Next $500 million.. 0.65% From $1 billion.... 0.55% From $2 billion.... 0.45% From $4 billion.... 0.40% From $6 billion.... 0.375% From $8 billion.... 0.35%"
2 2. In all other respects, the Agreement is hereby confirmed and remains in full force and effect. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective officers on the date first written above. AIM INTERNATIONAL MUTUAL FUNDS (INVESCO INTERNATIONAL MUTUAL FUNDS) Attest: Peter A. Davidson By: /s/ John M. Zerr ------------------------------- -------------------------------- Assistant Secretary John M. Zerr Senior Vice President (SEAL) INVESCO ADVISERS, INC. Attest: Peter A. Davidson By: /s/ John M. Zerr ------------------------------- -------------------------------- Assistant Secretary John M. Zerr Senior Vice President (SEAL) 3 Sub-Item 77Q1(e) AMENDMENT NO. 3 TO MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS This Amendment dated as of July 30, 2012, amends the Master Intergroup Sub-Advisory Contract for Mutual Funds (the "Contract"), dated May 1, 2008, between Invesco Advisers, Inc. (the "Adviser"), on behalf of AIM International Mutual Funds (Invesco International Mutual Funds), and each of Invesco Canada Ltd., Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Ltd., Invesco Australia Limited, Invesco Hong Kong Limited and Invesco Senior Secured Management, Inc. (each a "Sub-Adviser" and, collectively, the "Sub-Advisers"). W I T N E S S E T H: WHEREAS, the parties agree to amend the Agreement to change the name of Invesco Global Select Companies Fund to Invesco Select Opportunities Fund; NOW, THEREFORE, the parties agree that; 1. Exhibit A to the Contract is hereby deleted in its entirety and replaced with the following: "EXHIBIT A FUNDS Invesco Asia Pacific Growth Fund Invesco European Growth Fund Invesco Global Growth Fund Invesco Global Opportunities Fund Invesco Global Small & Mid Cap Growth Fund Invesco International Core Equity Fund Invesco International Growth Fund Invesco Select Opportunities Fund" 2. All other terms and provisions of the Contract not amended shall remain in full force and effect. 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. Adviser By: /s/ John M. Zerr ------------------------------ Name: John M. Zerr Title: Senior Vice President 2 INVESCO CANADA LTD. Sub-Adviser By: /s/ Eric Adelson ------------------------------ Name: Eric Adelson Title: Senior Vice President By: /s/ Julianna Ahn ------------------------------ Name: Julianna Ahn Title: Assistant Secretary 3 INVESCO ASSET MANAGEMENT DEUTSCHLAND GMBH Sub-Adviser By: /s/ Michael Ballhausen ------------------------------ Name: Michael Ballhausen Title: Managing Director 4 INVESCO ASSET MANAGEMENT LIMITED Sub-Adviser By: /s/ GJ Proudfoot ------------------------------ Name: GJ Proudfoot Title: Director 5 INVESCO ASSET MANAGEMENT (JAPAN) LTD. Sub-Adviser By: /s/ Masakazu Hasegawa ------------------------------ Name: Masakazu Hasegawa Title: Managing Director 6 INVESCO AUSTRALIA LIMITED Sub-Adviser By: /s/ Nick Burrell / /s/ Mark Yesberg Name: Nick Burrell / Mark Yesberg Title: Director / Company Secretary 7 INVESCO HONG KONG LIMITED Sub-Adviser By: /s/ Desmond Ng / /s/ Gracie Liu Name: Desmond Ng / Gracie Lie Title: Director / Director 8 INVESCO SENIOR SECURED MANAGEMENT, INC. Sub-Adviser By: /s/ Jeffrey H. Kupor Name: Jeffrey H. Kupor Title: Secretary and General Counsel 9