EX-99.77Q1E 2 d739617dex9977q1e.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 Securities Trust, Invesco, Invesco Quality Municipal Income Trust and Invesco Value Municipal Income Trust (each a "Trust" or, collectively, the "Trusts"), on behalf of the funds listed on the Exhibits to this Memorandum of Agreement (the "Funds"), and Invesco Advisers, Inc. ("Invesco"). Invesco shall and hereby agrees to waive fees of the Funds, on behalf of their respective classes as applicable, severally and not jointly, as indicated in the Exhibits. For and in consideration of the mutual terms and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Invesco agrees that until at least the expiration date set forth on Exhibit A (the "Expiration Date") and with respect to those Funds listed on the Exhibit, Invesco will waive its advisory fees at the rate set forth on the Exhibit. For and in consideration of the mutual terms and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Trusts and Invesco agree as follows: 1. Invesco agrees that until the expiration date, if any, of the commitment set forth on the attached Exhibit B occurs, as such Exhibit B is amended from time to time, Invesco will waive advisory fees payable by an Investing Fund (defined below) in an amount equal to 100% of the net advisory fee Invesco receives on the Uninvested Cash (defined below) from the Affiliated Money Market Fund (defined below) in which the Investing Fund invests (the "Waiver"). i. Invesco's Fund Accounting Group will calculate, and apply, the Waiver monthly, based upon the average investment of Uninvested Cash made by the Investing Fund during the previous month in an Affiliated Money Market Fund. ii. The Waiver will not apply to those Investing Funds that do not charge an advisory fee, either due to the terms of their advisory agreement, or as a result of contractual or voluntary fee waivers. iii. The Waiver will not apply to cash collateral for securities lending. For purposes of the paragraph above, the following terms shall have the following meanings: (a) "Affiliated Money Market Fund" - any existing or future Trust that holds itself out as a money market fund and complies with Rule 2a-7 under the Investment Company Act of 1940, as amended; (b) "Investing Fund" - any Fund investing Cash Balances and/or Cash Collateral in an Affiliated Money Market Fund; and (c) "Uninvested Cash" - cash available and uninvested by a Trust that may result from a variety of sources, including dividends or interest received on portfolio securities, unsettled securities transactions, strategic reserves, matured investments, proceeds from liquidation of investment securities, dividend payments, or new investor capital. 2. Neither a Trust nor Invesco may remove or amend the Waiver to a Trust's detriment prior to the Expiration Date without requesting and receiving the approval of the Board of Trustee of the applicable Fund's Trust to remove or amend such Waiver. Invesco will not have any right to reimbursement of any amount so waived. 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 Invesco has agreed to continue them. The Exhibits will be amended to reflect any such agreement. It is expressly agreed that the obligations of the Trusts hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Trusts personally, but shall only bind the assets and property of the Funds, as provided in each Trust's Agreement and Declaration of Trust. The execution and delivery of this Memorandum of Agreement have been authorized by the Trustees of each Trust, and this Memorandum of Agreement has been executed and delivered by an authorized officer of each Trust acting as such; neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the assets and property of the Funds, as provided in each Trust's Agreement and Declaration of Trust. IN WITNESS WHEREOF, each of the Trusts, on behalf of itself and its Funds listed in Exhibit A and B to this Memorandum of Agreement, and Invesco have entered into this Memorandum of Agreement as of the Effective Date on the attached Exhibits. AIM COUNSELOR SERIES TRUST (INVESCO 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 QUALITY MUNICIPAL INCOME TRUST INVESCO SECURITIES TRUST INVESCO VALUE MUNICIPAL INCOME TRUST on behalf of the Funds listed in the Exhibit to this Memorandum of Agreement By: /s/ John M. Zerr ------------------------- Title: Senior Vice President INVESCO ADVISERS, INC. By: /s/ John M. Zerr ------------------------- Title: Senior Vice President EXHIBIT A TO ADVISORY FEE MOA
AIM COUNSELOR SERIES TRUST (INVESCO COUNSELOR EFFECTIVE EXPIRATION SERIES TRUST) WAIVER DESCRIPTION DATE DATE ------------------ --------------------------------------------------------------- ---------- ---------- Invesco Strategic Real Invesco will waive advisory fees in an amount equal to the Return Fund advisory fees earned on underlying affiliated investments 4/30/2014 04/30/2015 AIM INVESTMENT FUNDS (INVESCO EFFECTIVE EXPIRATION INVESTMENT FUNDS WAIVER DESCRIPTION DATE DATE ---------------- --------------------------------------------------------------- ---------- ---------- Invesco Global Targeted Invesco will waive advisory fees in an amount equal to the Returns Fund advisory fees earned on underlying affiliated investments 12/17/2013 12/31/2015 Invesco Strategic Invesco will waive advisory fees in an amount equal to the Income Fund advisory fees earned on underlying affiliated investments 5/2/2014 05/31/2015 AIM TREASURER'S SERIES TRUST (INVESCO TREASURER'S EFFECTIVE EXPIRATION SERIES TRUST) WAIVER DESCRIPTION DATE DATE -------------------- --------------------------------------------------------------- ---------- ---------- Premier Portfolio Invesco will waive advisory fees in the amount of 0.07% of the Fund's average daily net assets 2/1/2011 12/31/2014 Premier U.S. Invesco will waive advisory fees in the amount of 0.07% of the Government Money Fund's average daily net assets Portfolio 2/1/2011 12/31/2014
EXHIBIT "B" AIM COUNSELOR SERIES TRUST (INVESCO COUNSELOR SERIES TRUST) -----------------------------------------------------------
PORTFOLIO EFFECTIVE DATE COMMITTED UNTIL --------- ----------------- ----------------- Invesco American Franchise Fund February 12, 2010 December 31, 2014 Invesco California Tax-Free Income Fund February 12, 2010 December 31, 2014 Invesco Core Plus Bond Fund June 2, 2009 December 31, 2014 Invesco Equally-Weighted S&P 500 Fund February 12, 2010 December 31, 2014 Invesco Equity and Income Fund February 12, 2010 December 31, 2014 Invesco Floating Rate Fund July 1, 2007 December 31, 2014 Invesco Global Real Estate Income Fund July 1, 2007 December 31, 2014 Invesco Growth and Income Fund February 12, 2010 December 31, 2014 Invesco Low Volatility Equity Yield Fund July 1, 2007 December 31, 2014 Invesco Pennsylvania Tax Free Income Fund February 12, 2010 December 31, 2014 Invesco S&P 500 Index Fund February 12, 2010 December 31, 2014 Invesco Small Cap Discovery Fund February 12, 2010 December 31, 2014 Invesco Strategic Real Return Fund April 30, 2014 April 30, 2015
AIM EQUITY FUNDS (INVESCO EQUITY FUNDS) ---------------------------------------
PORTFOLIO EFFECTIVE DATE COMMITTED UNTIL --------- -------------- ----------------- Invesco Charter Fund July 1, 2007 February 28, 2015 Invesco Diversified Dividend Fund July 1, 2007 February 28, 2015 Invesco Summit Fund July 1, 2007 February 28, 2015
AIM FUNDS GROUP (INVESCO FUNDS GROUP) -------------------------------------
FUND EFFECTIVE DATE COMMITTED UNTIL ---- -------------- --------------- Invesco European Small Company Fund July 1, 2007 April 30, 2015 Invesco Global Core Equity Fund July 1, 2007 April 30, 2015 Invesco International Small Company Fund July 1, 2007 April 30, 2015 Invesco Small Cap Equity Fund July 1, 2007 April 30, 2015
AIM GROWTH SERIES (INVESCO GROWTH SERIES) -----------------------------------------
FUND EFFECTIVE DATE COMMITTED UNTIL ---- ----------------- --------------- Invesco Convertible Securities Fund February 12, 2010 April 30, 2015 Invesco Global Low Volatility Equity Yield Fund July 1, 2007 April 30, 2015 Invesco Mid Cap Core Equity Fund July 1, 2007 April 30, 2015 Invesco Multi-Asset Inflation Fund April 30, 2014 April 30, 2015 Invesco Small Cap Growth Fund July 1, 2007 April 30, 2015 Invesco U.S. Mortgage Fund February 12, 2010 April 30, 2015
AIM INTERNATIONAL MUTUAL FUNDS (INVESCO INTERNATIONAL MUTUAL FUNDS) -------------------------------------------------------------------
FUND EFFECTIVE DATE COMMITTED UNTIL ---- -------------- ----------------- Invesco Asia Pacific Growth Fund July 1, 2007 February 28, 2015 Invesco European Growth Fund July 1, 2007 February 28, 2015 Invesco Global Growth Fund July 1, 2007 February 28, 2015 Invesco Global Opportunities Fund August 3, 2012 February 28, 2015 Invesco Global Small & Mid Cap Growth Fund July 1, 2007 February 28, 2015 Invesco International Core Equity Fund July 1, 2007 February 28, 2015 Invesco International Growth Fund July 1, 2007 February 28, 2015 Invesco Select Opportunities Fund August 3, 2012 February 28, 2015
AIM INVESTMENT FUNDS (INVESCO INVESTMENT FUNDS) -----------------------------------------------
FUND EFFECTIVE DATE COMMITTED UNTIL ---- ------------------ ----------------- Invesco All Cap Market Neutral Fund December 17, 2013 December 31, 2015 Invesco Balanced-Risk Allocation Fund/1/ May 29, 2009 February 28, 2015 Invesco Balanced-Risk Commodity Strategy Fund/2/ November 29, 2010 February 28, 2015 Invesco China Fund July 1, 2007 February 28, 2015 Invesco Developing Markets Fund July 1, 2007 February 28, 2015 Invesco Emerging Markets Equity Fund May 11, 2011 February 28, 2015 Invesco Emerging Market Local Currency Debt Fund June 14, 2010 February 28, 2015 Invesco Endeavor Fund July 1, 2007 February 28, 2015 Invesco Global Health Care Fund July 1, 2007 February 28, 2015 Invesco Global Infrastructure Fund May 2, 2014 May 31, 2015 Invesco Global Market Neutral Fund December 17, 2013 December 31, 2015 Invesco Global Markets Strategy Fund/3/ September 25, 2012 February 28, 2015 Invesco Global Targeted Returns Fund/4/ December 17, 2013 December 31, 2015 Invesco International Total Return Fund July 1, 2007 February 28, 2015 Invesco Long/Short Equity Fund December 17, 2013 December 31, 2015 Invesco Low Volatility Emerging Markets Fund December 17, 2013 December 31, 2015 Invesco Macro International Equity Fund December 17, 2013 December 31, 2015 Invesco Macro Long/Short Fund December 17, 2013 December 31, 2015 Invesco Pacific Growth Fund February 12, 2010 February 28, 2015 Invesco Premium Income Fund December 13, 2011 February 28, 2015 Invesco Select Companies Fund July 1, 2007 February 28, 2015 Invesco Strategic Income Fund May 2, 2014 May 31, 2015
AIM INVESTMENT SECURITIES FUNDS (INVESCO INVESTMENT SECURITIES FUNDS) ---------------------------------------------------------------------
FUND EFFECTIVE DATE COMMITTED UNTIL ---- ----------------- --------------- Invesco Corporate Bond Fund February 12, 2010 June 30, 2014 Invesco Global Real Estate Fund July 1, 2007 June 30, 2014 Invesco High Yield Fund July 1, 2007 June 30, 2014 Invesco Limited Maturity Treasury Fund July 1, 2007 June 30, 2014 Invesco Money Market Fund July 1, 2007 June 30, 2014 Invesco Real Estate Fund July 1, 2007 June 30, 2014 Invesco Short Term Bond Fund July 1, 2007 June 30, 2014 Invesco U.S. Government Fund July 1, 2007 June 30, 2014
-------- /1/ Advisory fees to be waived by Invesco for Invesco Balanced-Risk Allocation Fund also include advisory fees that Invesco receives on the Uninvested Cash from the Affiliated Money Market Fund in which Invesco Cayman Commodity Fund I, Ltd. invests. /2/ Advisory fees to be waived by Invesco for Invesco Balanced-Risk Commodity Strategy Fund also include advisory fees that Invesco receives on the Uninvested Cash from the Affiliated Money Market Fund in which Invesco Cayman Commodity Fund III, Ltd. invests. /3/ Advisory fees to be waived by Invesco for Invesco Global Markets Strategy Fund also include advisory fees that Invesco receives on the Uninvested Cash from the Affiliated Money Market Fund in which Invesco Cayman Commodity Fund V, Ltd. invests. /4/ Advisory fees to be waived by Invesco for Invesco Global Targeted Returns Fund also include advisory fees that Invesco receives on the Uninvested Cash from the Affiliated Money Market Fund in which Invesco Cayman Commodity Fund VII, Ltd. invests. AIM SECTOR FUNDS (INVESCO SECTOR FUNDS) ---------------------------------------
FUND EFFECTIVE DATE COMMITTED UNTIL ---- ----------------- --------------- Invesco American Value Fund February 12, 2010 June 30, 2014 Invesco Comstock Fund February 12, 2010 June 30, 2014 Invesco Energy Fund July 1, 2007 June 30, 2014 Invesco Dividend Income Fund July 1, 2007 June 30, 2014 Invesco Gold & Precious Metals Fund July 1, 2007 June 30, 2014 Invesco Mid Cap Growth Fund February 12, 2010 June 30, 2014 Invesco Small Cap Value Fund February 12, 2010 June 30, 2014 Invesco Technology Fund July 1, 2007 June 30, 2014 Invesco Technology Sector Fund February 12, 2010 June 30, 2014 Invesco Value Opportunities Fund February 12, 2010 June 30, 2014
AIM TAX-EXEMPT FUNDS (INVESCO TAX-EXEMPT FUNDS) -----------------------------------------------
FUND EFFECTIVE DATE COMMITTED UNTIL ---- ----------------- --------------- Invesco High Yield Municipal Fund February 12, 2010 June 30, 2014 Invesco Intermediate Term Municipal Income Fund February 12, 2010 June 30, 2014 Invesco Municipal Income Fund February 12, 2010 June 30, 2014 Invesco New York Tax Free Income Fund February 12, 2010 June 30, 2014 Invesco Tax-Exempt Cash Fund July 1, 2007 June 30, 2014 Invesco Tax-Free Intermediate Fund July 1, 2007 June 30, 2014
AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS) ---------------------------------------------------------------
FUND EFFECTIVE DATE COMMITTED UNTIL ---- ----------------- --------------- Invesco V.I. American Franchise Fund February 12, 2010 April 30, 2015 Invesco V.I. American Value Fund February 12, 2010 April 30, 2015 Invesco V.I. Balanced-Risk Allocation Fund/5/ December 22, 2010 April 30, 2015 Invesco V.I. Comstock Fund February 12, 2010 April 30, 2015 Invesco V.I. Core Equity Fund July 1, 2007 April 30, 2015 Invesco V.I. Diversified Dividend Fund February 12, 2010 April 30, 2015 Invesco V.I. Diversified Income Fund July 1, 2007 April 30, 2015 Invesco V.I. Equally-Weighted S&P 500 Fund February 12, 2010 April 30, 2015 Invesco V.I. Equity and Income Fund February 12, 2010 April 30, 2015 Invesco V.I. Global Core Equity Fund February 12, 2010 April 30, 2015 Invesco V.I. Global Health Care Fund July 1, 2007 April 30, 2015 Invesco V.I. Global Real Estate Fund July 1, 2007 April 30, 2015 Invesco V.I. Government Securities Fund July 1, 2007 April 30, 2015 Invesco V.I. Growth and Income Fund February 12, 2010 April 30, 2015 Invesco V.I. High Yield Fund July 1, 2007 April 30, 2015 Invesco V.I. International Growth Fund July 1, 2007 April 30, 2015 Invesco V.I. Mid Cap Core Equity Fund July 1, 2007 April 30, 2015 Invesco V.I. Mid Cap Growth Fund February 12, 2010 April 30, 2015 Invesco V.I. Money Market Fund July 1, 2007 April 30, 2015 Invesco V.I. S&P 500 Index Fund February 12, 2010 April 30, 2015 Invesco V.I. Small Cap Equity Fund July 1, 2007 April 30, 2015 Invesco V.I. Technology Fund July 1, 2007 April 30, 2015 Invesco V.I. Managed Volatility Fund July 1, 2007 April 30, 2015 Invesco V.I. Value Opportunities Fund July 1, 2007 April 30, 2015
/5/ Advisory fees to be waived by Invesco for Invesco V.I. Balanced-Risk Allocation Fund also include advisory fees that Invesco receives on the Uninvested Cash from the Affiliated Money Market Fund in which Invesco Cayman Commodity Fund IV, Ltd. invests. INVESCO SECURITIES TRUST ------------------------
FUND EFFECTIVE DATE COMMITTED UNTIL ---- ---------------- ----------------- Invesco Balanced-Risk Aggressive Allocation Fund January 16, 2013 February 28, 2015
CLOSED-END FUNDS ----------------
FUND EFFECTIVE DATE COMMITTED UNTIL ---- -------------- --------------- Invesco Municipal Income Opportunities Trust June 1, 2010 June 30, 2014 Invesco Quality Municipal Income Trust June 1, 2010 June 30, 2014 Invesco Value Municipal Income Trust June 1, 2010 June 30, 2014
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, Invesco Quality Municipal Income Trust, Invesco Securities Trust, Invesco Value Municipal Income Trust and Short-Term Investments Trust (each a "Trust" or, collectively, the "Trusts"), on behalf of the funds listed on the Exhibits to this Memorandum of Agreement (the "Funds"), and Invesco Advisers, Inc. ("Invesco"). Invesco shall and hereby agrees to waive fees or reimburse expenses of each Fund, on behalf of its respective classes as applicable, severally and not jointly, as indicated in the attached Exhibits. For and in consideration of the mutual terms and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Trusts and Invesco agree as follows: For the Contractual Limits (listed in Exhibits A - D), Invesco agrees until at least the expiration date set forth on the attached Exhibits A - D (the "Expiration Date") that Invesco will waive its fees or reimburse expenses to the extent that expenses of a class of a Fund (excluding (i) interest; (ii) taxes; (iii) dividend expense on short sales; (iv) extraordinary or non-routine items, including litigation expenses; and (v) expenses that each Fund has incurred but did not actually pay because of an expense offset arrangement, if applicable) exceed the rate, on an annualized basis, set forth on the Exhibits of the average daily net assets allocable to such class. Acquired fund fees and expenses are not fees or expenses incurred by a fund directly but are expenses of the investment companies in which a fund invests. These fees and expenses are incurred indirectly through the valuation of a fund's investment in these investment companies. Acquired fund fees and expenses are required to be disclosed and included in the total annual fund operating expenses in the prospectus fee table. As a result, the net total annual fund operating expenses shown in the prospectus fee table may exceed the expense limits reflected in Exhibits A - D. 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 Invesco has agreed to continue them. The Exhibits will be amended to reflect any such agreement. For the Voluntary Limits (listed in Exhibits A - D), Invesco agrees that these are not contractual in nature and that Invesco may establish, amend and/or terminate such expense limitations at any time in its sole discretion. Any delay or failure by Invesco to update this Memorandum of Agreement with regards to the terminations, extensions, or expirations of the Voluntary Limits shall have no effect on the term of such Voluntary Limitations; the Voluntary Limitations are listed herein for informational purposes only. It is expressly agreed that the obligations of each Trust hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Trusts personally, but shall only bind the assets and property of each Fund, as provided in each Trust's Agreement and Declaration of Trust. The execution and delivery of this Memorandum of Agreement have been authorized by the Trustees of the Trusts, and this Memorandum of Agreement has been executed and delivered by an authorized officer of the Trusts acting as such; neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or 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 INVESCO QUALITY MUNICIPAL INCOME TRUST INVESCO SECURITIES TRUST INVESCO VALUE MUNICIPAL INCOME TRUST SHORT-TERM INVESTMENTS TRUST on behalf of the Funds listed in the Exhibits to this Memorandum of Agreement By: /s/ John M. Zerr ------------------------- Title: Senior Vice President INVESCO ADVISERS, INC. By: /s/ John M. Zerr ------------------------- Title: Senior Vice President 2 as of April 30, 2014 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 2.00% July 1, 2013 June 30, 2014 Class B Shares Contractual 2.75% July 1, 2013 June 30, 2014 Class C Shares Contractual 2.75% July 1, 2013 June 30, 2014 Class R Shares Contractual 2.25% July 1, 2013 June 30, 2014 Class R5 Shares Contractual 1.75% July 1, 2013 June 30, 2014 Class R6 Shares Contractual 1.75% July 1, 2013 June 30, 2014 Class Y Shares Contractual 1.75% July 1, 2013 June 30, 2014 Invesco California Tax-Free Income Fund Class A Shares Contractual 1.50% July 1, 2012 June 30, 2014 Class B Shares Contractual 2.00% July 1, 2012 June 30, 2014 Class C Shares Contractual 2.00% July 1, 2012 June 30, 2014 Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2014 Invesco Core Plus Bond Fund Class A Shares Contractual 0.75% June 6, 2011 December 31, 2013 Class B Shares Contractual 1.50% June 6, 2011 December 31, 2013 Class C Shares Contractual 1.50% June 6, 2011 December 31, 2013 Class R Shares Contractual 1.00% June 6, 2011 December 31, 2013 Class R5 Shares Contractual 0.50% June 6, 2011 December 31, 2013 Class R6 Shares Contractual 0.50% September 24, 2012 December 31, 2013 Class Y Shares Contractual 0.50% June 6, 2011 December 31, 2013 Invesco Core Plus Bond Fund Class A Shares Contractual 0.84% January 1, 2014 December 31, 2014 Class B Shares Contractual 1.59% January 1, 2014 December 31, 2014 Class C Shares Contractual 1.59% January 1, 2014 December 31, 2014 Class R Shares Contractual 1.09% January 1, 2014 December 31, 2014 Class R5 Shares Contractual 0.59% January 1, 2014 December 31, 2014 Class R6 Shares Contractual 0.59% January 1, 2014 December 31, 2014 Class Y Shares Contractual 0.59% January 1, 2014 December 31, 2014 Invesco Equally-Weighted S&P 500 Fund Class A Shares Contractual 2.00% July 1, 2012 June 30, 2014 Class B Shares Contractual 2.75% July 1, 2012 June 30, 2014 Class C Shares Contractual 2.75% July 1, 2012 June 30, 2014 Class R Shares Contractual 2.25% July 1, 2012 June 30, 2014 Class R6 Shares Contractual 1.75% September 24, 2012 June 30, 2014 Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2014 Invesco Equity and Income Fund Class A Shares Contractual 1.50% July 1, 2012 June 30, 2014 Class B Shares Contractual 2.25% July 1, 2012 June 30, 2014 Class C Shares Contractual 2.25% July 1, 2012 June 30, 2014 Class R Shares Contractual 1.75% July 1, 2012 June 30, 2014 Class R5 Shares Contractual 1.25% July 1, 2012 June 30, 2014 Class R6 Shares Contractual 1.25% September 24, 2012 June 30, 2014 Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2014 Invesco Floating Rate Fund Class A Shares Contractual 1.50% April 14, 2006 June 30, 2014 Class C Shares Contractual 2.00% April 14, 2006 June 30, 2014 Class R Shares Contractual 1.75% April 14, 2006 June 30, 2014 Class R5 Shares Contractual 1.25% April 14, 2006 June 30, 2014 Class R6 Shares Contractual 1.25% September 24, 2012 June 30, 2014 Class Y Shares Contractual 1.25% October 3, 2008 June 30, 2014
See page 16 for footnotes to Exhibit A. 3 as of April 30, 2014
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE ---- ------------ ---------- ------------------ -------------- Invesco Global Real Estate Income Fund Class A Shares Contractual 2.00% July 1, 2009 June 30, 2014 Class B Shares Contractual 2.75% July 1, 2009 June 30, 2014 Class C Shares Contractual 2.75% July 1, 2009 June 30, 2014 Class R5 Shares Contractual 1.75% July 1, 2009 June 30, 2014 Class R6 Shares Contractual 1.75% September 24, 2012 June 30, 2014 Class Y Shares Contractual 1.75% July 1, 2009 June 30, 2014 Invesco Growth and Income Fund Class A Shares Contractual 2.00% July 1, 2012 June 30, 2014 Class B Shares Contractual 2.75% July 1, 2012 June 30, 2014 Class C Shares Contractual 2.75% July 1, 2012 June 30, 2014 Class R Shares Contractual 2.25% July 1, 2012 June 30, 2014 Class R5 Shares Contractual 1.75% July 1, 2012 June 30, 2014 Class R6 Shares Contractual 1.75% September 24, 2012 June 30, 2014 Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2014 Invesco Low Volatility Equity Yield Fund Class A Shares Contractual 2.00% July 1, 2012 June 30, 2014 Class B Shares Contractual 2.75% July 1, 2012 June 30, 2014 Class C Shares Contractual 2.75% July 1, 2012 June 30, 2014 Class R Shares Contractual 2.25% July 1, 2012 June 30, 2014 Class R5 Shares Contractual 1.75% July 1, 2012 June 30, 2014 Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2014 Investor Class Shares Contractual 2.00% July 1, 2012 June 30, 2014 Invesco Pennsylvania Tax Free Income Fund Class A Shares Contractual 1.50% July 1, 2012 June 30, 2014 Class B Shares Contractual 2.25% July 1, 2012 June 30, 2014 Class C Shares Contractual 2.25% July 1, 2012 June 30, 2014 Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2014 Invesco S&P 500 Index Fund Class A Shares Contractual 2.00% July 1, 2012 June 30, 2014 Class B Shares Contractual 2.75% July 1, 2012 June 30, 2014 Class C Shares Contractual 2.75% July 1, 2012 June 30, 2014 Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2014 Invesco Small Cap Discovery Fund Class A Shares Contractual 2.00% July 1, 2012 June 30, 2014 Class B Shares Contractual 2.75% July 1, 2012 June 30, 2014 Class C Shares Contractual 2.75% July 1, 2012 June 30, 2014 Class R5 Shares Contractual 1.75% September 24, 2012 June 30, 2014 Class R6 Shares Contractual 1.75% September 24, 2012 June 30, 2014 Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2014 Invesco Strategic Real Return Fund Class A Shares Contractual 0.78% April 30, 2014 April 30, 2015 Class C Shares Contractual 1.53% April 30, 2014 April 30, 2015 Class R Shares Contractual 1.03% April 30, 2014 April 30, 2015 Class R5 Shares Contractual 0.53% April 30, 2014 April 30, 2015 Class R6 Shares Contractual 0.53% April 30, 2014 April 30, 2015 Class Y Shares Contractual 0.53% April 30, 2014 April 30, 2015
See page 16 for footnotes to Exhibit A. 4 as of April 30, 2014 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, 2014 Class B Shares Contractual 2.75% July 1, 2009 June 30, 2014 Class C Shares Contractual 2.75% July 1, 2009 June 30, 2014 Class R Shares Contractual 2.25% July 1, 2009 June 30, 2014 Class R5 Shares Contractual 1.75% July 1, 2009 June 30, 2014 Class R6 Shares Contractual 1.75% September 24, 2012 June 30, 2014 Class S Shares Contractual 1.90% September 25, 2009 June 30, 2014 Class Y Shares Contractual 1.75% July 1, 2009 June 30, 2014 Invesco Diversified Dividend Fund Class A Shares Contractual 2.00% July 1, 2013 June 30, 2014 Class B Shares Contractual 2.75% July 1, 2013 June 30, 2014 Class C Shares Contractual 2.75% July 1, 2013 June 30, 2014 Class R Shares Contractual 2.25% July 1, 2013 June 30, 2014 Class R5 Shares Contractual 1.75% July 1, 2013 June 30, 2014 Class R6 Shares Contractual 1.75% July 1, 2013 June 30, 2014 Class Y Shares Contractual 1.75% July 1, 2013 June 30, 2014 Investor Class Shares Contractual 2.00% July 1, 2013 June 30, 2014 Invesco Summit Fund Class A Shares Contractual 2.00% July 1, 2009 June 30, 2014 Class B Shares Contractual 2.75% July 1, 2009 June 30, 2014 Class C Shares Contractual 2.75% July 1, 2009 June 30, 2014 Class P Shares Contractual 1.85% July 1, 2009 June 30, 2014 Class R5 Shares Contractual 1.75% July 1, 2009 June 30, 2014 Class S Shares Contractual 1.90% September 25, 2009 June 30, 2014 Class Y Shares Contractual 1.75% July 1, 2009 June 30, 2014
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, 2014 Class B Shares Contractual 3.00% July 1, 2009 June 30, 2014 Class C Shares Contractual 3.00% July 1, 2009 June 30, 2014 Class Y Shares Contractual 2.00% July 1, 2009 June 30, 2014 Invesco Global Core Equity Fund Class A Shares Contractual 2.25% July 1, 2013 June 30, 2014 Class B Shares Contractual 3.00% July 1, 2013 June 30, 2014 Class C Shares Contractual 3.00% July 1, 2013 June 30, 2014 Class R Shares Contractual 2.50% July 1, 2013 June 30, 2014 Class R5 Shares Contractual 2.00% July 1, 2013 June 30, 2014 Class Y Shares Contractual 2.00% July 1, 2013 June 30, 2014 Invesco International Small Company Fund Class A Shares Contractual 2.25% July 1, 2009 June 30, 2014 Class B Shares Contractual 3.00% July 1, 2009 June 30, 2014 Class C Shares Contractual 3.00% July 1, 2009 June 30, 2014 Class R5 Shares Contractual 2.00% July 1, 2009 June 30, 2014 Class R6 Shares Contractual 2.00% September 24, 2012 June 30, 2014 Class Y Shares Contractual 2.00% July 1, 2009 June 30, 2014
See page 16 for footnotes to Exhibit A. 5 as of April 30, 2014
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE ---- ------------ ---------- ------------------ ------------- Invesco Small Cap Equity Fund Class A Shares Contractual 2.00% July 1, 2009 June 30, 2014 Class B Shares Contractual 2.75% July 1, 2009 June 30, 2014 Class C Shares Contractual 2.75% July 1, 2009 June 30, 2014 Class R Shares Contractual 2.25% July 1, 2009 June 30, 2014 Class R5 Shares Contractual 1.75% July 1, 2009 June 30, 2014 Class R6 Shares Contractual 1.75% September 24, 2012 June 30, 2014 Class Y Shares Contractual 1.75% July 1, 2009 June 30, 2014
AIM GROWTH SERIES (INVESCO GROWTH SERIES)
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE ---- ------------ ---------- ------------------ ----------------- Invesco Alternative Strategies Fund Class A Shares Contractual 0.82% December 17, 2013 December 31, 2015 Class C Shares Contractual 1.57% December 17, 2013 December 31, 2015 Class R Shares Contractual 1.07% December 17, 2013 December 31, 2015 Class R5 Shares Contractual 0.57% December 17, 2013 December 31, 2015 Class R6 Shares Contractual 0.57% December 17, 2013 December 31, 2015 Class Y Shares Contractual 0.57% December 17, 2013 December 31, 2015 Invesco Balanced-Risk Retirement 2020 Fund Class A Shares Contractual 0.25% November 4, 2009 April 30, 2015 Class AX Shares Contractual 0.25% February 12, 2010 April 30, 2015 Class B Shares Contractual 1.00% November 4, 2009 April 30, 2015 Class C Shares Contractual 1.00% November 4, 2009 April 30, 2015 Class CX Shares Contractual 1.00% February 12, 2010 April 30, 2015 Class R Shares Contractual 0.50% November 4, 2009 April 30, 2015 Class R5 Shares Contractual 0.00% November 4, 2009 April 30, 2015 Class R6 Shares Contractual 0.00% September 24, 2012 April 30, 2015 Class RX Shares Contractual 0.50% February 12, 2010 April 30, 2015 Class Y Shares Contractual 0.00% November 4, 2009 April 30, 2015 Invesco Balanced-Risk Retirement 2030 Fund Class A Shares Contractual 0.25% November 4, 2009 April 30, 2015 Class AX Shares Contractual 0.25% February 12, 2010 April 30, 2015 Class B Shares Contractual 1.00% November 4, 2009 April 30, 2015 Class C Shares Contractual 1.00% November 4, 2009 April 30, 2015 Class CX Shares Contractual 1.00% February 12, 2010 April 30, 2015 Class R Shares Contractual 0.50% November 4, 2009 April 30, 2015 Class R5 Shares Contractual 0.00% November 4, 2009 April 30, 2015 Class R6 Shares Contractual 0.00% September 24, 2012 April 30, 2015 Class RX Shares Contractual 0.50% February 12, 2010 April 30, 2015 Class Y Shares Contractual 0.00% November 4, 2009 April 30, 2015 Invesco Balanced-Risk Retirement 2040 Fund Class A Shares Contractual 0.25% November 4, 2009 April 30, 2015 Class AX Shares Contractual 0.25% February 12, 2010 April 30, 2015 Class B Shares Contractual 1.00% November 4, 2009 April 30, 2015 Class C Shares Contractual 1.00% November 4, 2009 April 30, 2015 Class CX Shares Contractual 1.00% February 12, 2010 April 30, 2015 Class R Shares Contractual 0.50% November 4, 2009 April 30, 2015 Class R5 Shares Contractual 0.00% November 4, 2009 April 30, 2015 Class R6 Shares Contractual 0.00% September 24, 2012 April 30, 2015 Class RX Shares Contractual 0.50% February 12, 2010 April 30, 2015 Class Y Shares Contractual 0.00% November 4, 2009 April 30, 2015
See page 16 for footnotes to Exhibit A. 6 as of April 30, 2014
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE ---- ------------ ---------- ------------------ -------------- Invesco Balanced-Risk Retirement 2050 Fund Class A Shares Contractual 0.25% November 4, 2009 April 30, 2015 Class AX Shares Contractual 0.25% February 12, 2010 April 30, 2015 Class B Shares Contractual 1.00% November 4, 2009 April 30, 2015 Class C Shares Contractual 1.00% November 4, 2009 April 30, 2015 Class CX Shares Contractual 1.00% February 12, 2010 April 30, 2015 Class R Shares Contractual 0.50% November 4, 2009 April 30, 2015 Class R5 Shares Contractual 0.00% November 4, 2009 April 30, 2015 Class R6 Shares Contractual 0.00% September 24, 2012 April 30, 2015 Class RX Shares Contractual 0.50% February 12, 2010 April 30, 2015 Class Y Shares Contractual 0.00% November 4, 2009 April 30, 2015 Invesco Balanced-Risk Retirement Now Fund Class A Shares Contractual 0.25% November 4, 2009 April 30, 2015 Class AX Shares Contractual 0.25% February 12, 2010 April 30, 2015 Class B Shares Contractual 1.00% November 4, 2009 April 30, 2015 Class C Shares Contractual 1.00% November 4, 2009 April 30, 2015 Class CX Shares Contractual 1.00% February 12, 2010 April 30, 2015 Class R Shares Contractual 0.50% November 4, 2009 April 30, 2015 Class R5 Shares Contractual 0.00% November 4, 2009 April 30, 2015 Class R6 Shares Contractual 0.00% September 24, 2012 April 30, 2015 Class RX Shares Contractual 0.50% February 12, 2010 April 30, 2015 Class Y Shares Contractual 0.00% November 4, 2009 April 30, 2015 Invesco Conservative Allocation Fund Class A Shares Contractual 1.50% July 1, 2012 June 30, 2014 Class B Shares Contractual 2.25% July 1, 2012 June 30, 2014 Class C Shares Contractual 2.25% July 1, 2012 June 30, 2014 Class R Shares Contractual 1.75% July 1, 2012 June 30, 2014 Class R5 Shares Contractual 1.25% July 1, 2012 June 30, 2014 Class S Shares Contractual 1.40% July 1, 2012 June 30, 2014 Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2014 Invesco Convertible Securities Fund Class A Shares Contractual 1.50% July 1, 2012 June 30, 2014 Class B Shares Contractual 2.25% July 1, 2012 June 30, 2014 Class C Shares Contractual 2.25% July 1, 2012 June 30, 2014 Class R5 Shares Contractual 1.25% July 1, 2012 June 30, 2014 Class R6 Shares Contractual 1.25% September 24, 2012 June 30, 2014 Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2014 Invesco Global Low Volatility Equity Yield Fund Class A Shares Contractual 2.25% July 1, 2009 June 30, 2014 Class B Shares Contractual 3.00% July 1, 2009 June 30, 2014 Class C Shares Contractual 3.00% July 1, 2009 June 30, 2014 Class R Shares Contractual 2.50% July 1, 2009 June 30, 2014 Class R5 Shares Contractual 2.00% July 1, 2009 June 30, 2014 Class Y Shares Contractual 2.00% July 1, 2009 June 30, 2014 Invesco Growth Allocation Fund Class A Shares Contractual 2.00% July 1, 2012 June 30, 2014 Class B Shares Contractual 2.75% July 1, 2012 June 30, 2014 Class C Shares Contractual 2.75% July 1, 2012 June 30, 2014 Class R Shares Contractual 2.25% July 1, 2012 June 30, 2014 Class R5 Shares Contractual 1.75% July 1, 2012 June 30, 2014 Class S Shares Contractual 1.90% July 1, 2012 June 30, 2014 Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2014
See page 16 for footnotes to Exhibit A. 7 as of April 30, 2014
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE ---- ------------ ---------- ------------------ -------------- Invesco Income Allocation Fund Class A Shares Contractual 0.25% May 1, 2012 April 30, 2015 Class B Shares Contractual 1.00% May 1, 2012 April 30, 2015 Class C Shares Contractual 1.00% May 1, 2012 April 30, 2015 Class R Shares Contractual 0.50% May 1, 2012 April 30, 2015 Class R5 Shares Contractual 0.00% May 1, 2012 April 30, 2015 Class Y Shares Contractual 0.00% May 1, 2012 April 30, 2015 Invesco International Allocation Fund Class A Shares Contractual 2.25% May 1, 2012 June 30, 2014 Class B Shares Contractual 3.00% May 1, 2012 June 30, 2014 Class C Shares Contractual 3.00% May 1, 2012 June 30, 2014 Class R Shares Contractual 2.50% May 1, 2012 June 30, 2014 Class R5 Shares Contractual 2.00% May 1, 2012 June 30, 2014 Class Y Shares Contractual 2.00% May 1, 2012 June 30, 2014 Invesco Mid Cap Core Equity Fund Class A Shares Contractual 2.00% July 1, 2009 June 30, 2014 Class B Shares Contractual 2.75% July 1, 2009 June 30, 2014 Class C Shares Contractual 2.75% July 1, 2009 June 30, 2014 Class R Shares Contractual 2.25% July 1, 2009 June 30, 2014 Class R5 Shares Contractual 1.75% July 1, 2009 June 30, 2014 Class R6 Shares Contractual 1.75% September 24, 2012 June 30, 2014 Class Y Shares Contractual 1.75% July 1, 2009 June 30, 2014 Invesco Moderate Allocation Fund Class A Shares Contractual 1.50% July 1, 2012 June 30, 2014 Class B Shares Contractual 2.25% July 1, 2012 June 30, 2014 Class C Shares Contractual 2.25% July 1, 2012 June 30, 2014 Class R Shares Contractual 1.75% July 1, 2012 June 30, 2014 Class R5 Shares Contractual 1.25% July 1, 2012 June 30, 2014 Class S Shares Contractual 1.40% July 1, 2012 June 30, 2014 Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2014 Invesco Multi-Asset Inflation Fund Class A Shares Contractual 0.73% April 30, 2014 April 30, 2015 Class C Shares Contractual 1.48% April 30, 2014 April 30, 2015 Class R Shares Contractual 0.98% April 30, 2014 April 30, 2015 Class Y Shares Contractual 0.48% April 30, 2014 April 30, 2015 Class R5 Shares Contractual 0.48% April 30, 2014 April 30, 2015 Class R6 Shares Contractual 0.48% April 30, 2014 April 30, 2015 Invesco Small Cap Growth Fund Class A Shares Contractual 2.00% July 1, 2009 June 30, 2014 Class B Shares Contractual 2.75% July 1, 2009 June 30, 2014 Class C Shares Contractual 2.75% July 1, 2009 June 30, 2014 Class R Shares Contractual 2.25% July 1, 2009 June 30, 2014 Class R5 Shares Contractual 1.75% July 1, 2009 June 30, 2014 Class R6 Shares Contractual 1.75% September 24, 2012 June 30, 2014 Class Y Shares Contractual 1.75% July 1, 2009 June 30, 2014 Investor Class Shares Contractual 2.00% July 1, 2009 June 30, 2014 Invesco U.S. Mortgage Fund Class A Shares Contractual 1.50% July 1, 2012 June 30, 2014 Class B Shares Contractual 2.25% July 1, 2012 June 30, 2014 Class C Shares Contractual 2.25% July 1, 2012 June 30, 2014 Class R5 Shares Contractual 1.25% July 1, 2012 June 30, 2014 Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2014
See page 16 for footnotes to Exhibit A. 8 as of April 30, 2014 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, 2014 Class B Shares Contractual 3.00% July 1, 2009 June 30, 2014 Class C Shares Contractual 3.00% July 1, 2009 June 30, 2014 Class Y Shares Contractual 2.00% July 1, 2009 June 30, 2014 Invesco European Growth Fund Class A Shares Contractual 2.25% July 1, 2009 June 30, 2014 Class B Shares Contractual 3.00% July 1, 2009 June 30, 2014 Class C Shares Contractual 3.00% July 1, 2009 June 30, 2014 Class R Shares Contractual 2.50% July 1, 2009 June 30, 2014 Class Y Shares Contractual 2.00% July 1, 2009 June 30, 2014 Investor Class Shares Contractual 2.25% July 1, 2009 June 30, 2014 Invesco Global Growth Fund Class A Shares Contractual 2.25% January 1, 2013 June 30, 2014 Class B Shares Contractual 3.00% January 1, 2013 June 30, 2014 Class C Shares Contractual 3.00% January 1, 2013 June 30, 2014 Class R5 Shares Contractual 2.00% January 1, 2013 June 30, 2014 Class R6 Shares Contractual 2.00% January 1, 2013 June 30, 2014 Class Y Shares Contractual 2.00% January 1, 2013 June 30, 2014 Invesco Global Opportunities Fund Class A Shares Contractual 1.36% August 1, 2012 February 28, 2015 Class C Shares Contractual 2.11% August 1, 2012 February 28, 2015 Class R Shares Contractual 1.61% August 1, 2012 February 28, 2015 Class R5 Shares Contractual 1.11% August 1, 2012 February 28, 2015 Class R6 Shares Contractual 1.11% September 24, 2012 February 28, 2015 Class Y Shares Contractual 1.11% August 1, 2012 February 28, 2015 Invesco Global Small & Mid Cap Growth Fund Class A Shares Contractual 2.25% July 1, 2009 June 30, 2014 Class B Shares Contractual 3.00% July 1, 2009 June 30, 2014 Class C Shares Contractual 3.00% July 1, 2009 June 30, 2014 Class R5 Shares Contractual 2.00% July 1, 2009 June 30, 2014 Class Y Shares Contractual 2.00% July 1, 2009 June 30, 2014 Invesco International Core Equity Fund Class A Shares Contractual 2.25% July 1, 2009 June 30, 2014 Class B Shares Contractual 3.00% July 1, 2009 June 30, 2014 Class C Shares Contractual 3.00% July 1, 2009 June 30, 2014 Class R Shares Contractual 2.50% July 1, 2009 June 30, 2014 Class R5 Shares Contractual 2.00% July 1, 2009 June 30, 2014 Class R6 Shares Contractual 2.00% September 24, 2012 June 30, 2014 Class Y Shares Contractual 2.00% July 1, 2009 June 30, 2014 Investor Class Shares Contractual 2.25% July 1, 2009 June 30, 2014 Invesco International Growth Fund Class A Shares Contractual 2.25% July 1, 2013 June 30, 2014 Class B Shares Contractual 3.00% July 1, 2013 June 30, 2014 Class C Shares Contractual 3.00% July 1, 2013 June 30, 2014 Class R Shares Contractual 2.50% July 1, 2013 June 30, 2014 Class R5 Shares Contractual 2.00% July 1, 2013 June 30, 2014 Class R6 Shares Contractual 2.00% July 1, 2013 June 30, 2014 Class Y Shares Contractual 2.00% July 1, 2013 June 30, 2014 Invesco Select Opportunities Fund Class A Shares Contractual 1.51% August 1, 2012 February 28, 2015 Class C Shares Contractual 2.26% August 1, 2012 February 28, 2015 Class R Shares Contractual 1.76% August 1, 2012 February 28, 2015 Class R5 Shares Contractual 1.26% August 1, 2012 February 28, 2015 Class R6 Shares Contractual 1.26% September 24, 2012 February 28, 2015 Class Y Shares Contractual 1.26% August 1, 2012 February 28, 2015
See page 16 for footnotes to Exhibit A. 9 as of April 30, 2014 AIM INVESTMENT FUNDS (INVESCO INVESTMENT FUNDS)
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE ---- ------------ ---------- ------------------ ----------------- Invesco All Cap Market Neutral Fund Class A Shares Contractual 1.62% December 17, 2013 December 31, 2015 Class C Shares Contractual 2.37% December 17, 2013 December 31, 2015 Class R Shares Contractual 1.87% December 17, 2013 December 31, 2015 Class R5 Shares Contractual 1.37% December 17, 2013 December 31, 2015 Class R6 Shares Contractual 1.37% December 17, 2013 December 31, 2015 Class Y Shares Contractual 1.37% December 17, 2013 December 31, 2015 Invesco Balanced-Risk Allocation Fund/3/ Class A Shares Contractual 2.00% July 1, 2012 June 30, 2014 Class B Shares Contractual 2.75% July 1, 2012 June 30, 2014 Class C Shares Contractual 2.75% July 1, 2012 June 30, 2014 Class R Shares Contractual 2.25% July 1, 2012 June 30, 2014 Class R5 Shares Contractual 1.75% July 1, 2012 June 30, 2014 Class R6 Shares Contractual 1.75% September 24, 2012 June 30, 2014 Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2014 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 R6 Shares Contractual 0.97% September 24, 2012 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, 2014 Class B Shares Contractual 3.00% July 1, 2009 June 30, 2014 Class C Shares Contractual 3.00% July 1, 2009 June 30, 2014 Class R5 Shares Contractual 2.00% July 1, 2009 June 30, 2014 Class Y Shares Contractual 2.00% July 1, 2009 June 30, 2014 Invesco Developing Markets Fund Class A Shares Contractual 2.25% July 1, 2012 June 30, 2014 Class B Shares Contractual 3.00% July 1, 2012 June 30, 2014 Class C Shares Contractual 3.00% July 1, 2012 June 30, 2014 Class R5 Shares Contractual 2.00% July 1, 2012 June 30, 2014 Class R6 Shares Contractual 2.00% September 24, 2012 June 30, 2014 Class Y Shares Contractual 2.00% July 1, 2012 June 30, 2014 Invesco Emerging Markets Equity Fund Class A Shares Contractual 1.85% May 11, 2011 February 28, 2015 Class C Shares Contractual 2.60% May 11, 2011 February 28, 2015 Class R Shares Contractual 2.10% May 11, 2011 February 28, 2015 Class R5 Shares Contractual 1.60% May 11, 2011 February 28, 2015 Class R6 Shares Contractual 1.60% September 24, 2012 February 28, 2015 Class Y Shares Contractual 1.60% May 11, 2011 February 28, 2015 Invesco Emerging Market Local Currency Debt Fund Class A Shares Contractual 1.24% June 14, 2010 February 28, 2015 Class B Shares Contractual 1.99% June 14, 2010 February 28, 2015 Class C Shares Contractual 1.99% June 14, 2010 February 28, 2015 Class R Shares Contractual 1.49% June 14, 2010 February 28, 2015 Class Y Shares Contractual 0.99% June 14, 2010 February 28, 2015 Class R5 Shares Contractual 0.99% June 14, 2010 February 28, 2015 Class R6 Shares Contractual 0.99% September 24, 2012 February 28, 2015
See page 16 for footnotes to Exhibit A. 10 as of April 30, 2014
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, 2014 Class B Shares Contractual 2.75% July 1, 2009 June 30, 2014 Class C Shares Contractual 2.75% July 1, 2009 June 30, 2014 Class R Shares Contractual 2.25% July 1, 2009 June 30, 2014 Class R5 Shares Contractual 1.75% July 1, 2009 June 30, 2014 Class R6 Shares Contractual 1.75% September 24, 2012 June 30, 2014 Class Y Shares Contractual 1.75% July 1, 2009 June 30, 2014 Invesco Global Health Care Fund Class A Shares Contractual 2.00% July 1, 2012 June 30, 2014 Class B Shares Contractual 2.75% July 1, 2012 June 30, 2014 Class C Shares Contractual 2.75% July 1, 2012 June 30, 2014 Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2014 Investor Class Shares Contractual 2.00% July 1, 2012 June 30, 2014 Invesco Global Infrastructure Fund Class A Shares Contractual 1.40% May 2, 2014 May 31, 2015 Class C Shares Contractual 2.15% May 2, 2014 May 31, 2015 Class R Shares Contractual 1.65% May 2, 2014 May 31, 2015 Class Y Shares Contractual 1.15% May 2, 2014 May 31, 2015 Class R5 Shares Contractual 1.15% May 2, 2014 May 31, 2015 Class R6 Shares Contractual 1.15% May 2, 2014 May 31, 2015 Invesco Global Markets Strategy Fund/5/ Class A Shares Contractual 2.25% August 28, 2013 December 16, 2013 Class C Shares Contractual 3.00% August 28, 2013 December 16, 2013 Class R Shares Contractual 2.50% August 28, 2013 December 16, 2013 Class R5 Shares Contractual 2.00% August 28, 2013 December 16, 2013 Class R6 Shares Contractual 2.00% August 28, 2013 December 16, 2013 Class Y Shares Contractual 2.00% August 28, 2013 December 16, 2013 Invesco Global Markets Strategy Fund/5/ Class A Shares Contractual 1.80% December 17, 2013 February 28, 2015 Class C Shares Contractual 2.55% December 17, 2013 February 28, 2015 Class R Shares Contractual 2.05% December 17, 2013 February 28, 2015 Class R5 Shares Contractual 1.55% December 17, 2013 February 28, 2015 Class R6 Shares Contractual 1.55% December 17, 2013 February 28, 2015 Class Y Shares Contractual 1.55% December 17, 2013 February 28, 2015 Invesco Global Market Neutral Fund Class A Shares Contractual 1.62% December 17, 2013 December 31, 2015 Class C Shares Contractual 2.37% December 17, 2013 December 31, 2015 Class R Shares Contractual 1.87% December 17, 2013 December 31, 2015 Class R5 Shares Contractual 1.37% December 17, 2013 December 31, 2015 Class R6 Shares Contractual 1.37% December 17, 2013 December 31, 2015 Class Y Shares Contractual 1.37% December 17, 2013 December 31, 2015 Invesco Global Targeted Returns Fund/6/ Class A Shares Contractual 1.71% December 17, 2013 December 31, 2015 Class C Shares Contractual 2.46% December 17, 2013 December 31, 2015 Class R Shares Contractual 1.96% December 17, 2013 December 31, 2015 Class R5 Shares Contractual 1.46% December 17, 2013 December 31, 2015 Class R6 Shares Contractual 1.46% December 17, 2013 December 31, 2015 Class Y Shares Contractual 1.46% December 17, 2013 December 31, 2015
See page 16 for footnotes to Exhibit A. 11 as of April 30, 2014
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE ---- ------------ ---------- ------------------ ----------------- Invesco International Total Return Fund Class A Shares Contractual 1.10% March 31, 2006 February 28, 2015 Class B Shares Contractual 1.85% March 31, 2006 February 28, 2015 Class C Shares Contractual 1.85% March 31, 2006 February 28, 2015 Class R5 Shares Contractual 0.85% October 3, 2008 February 28, 2015 Class R6 Shares Contractual 0.85% September 24, 2012 February 28, 2015 Class Y Shares Contractual 0.85% March 31, 2006 February 28, 2015 Invesco Long/Short Equity Fund Class A Shares Contractual 1.87% December 17, 2013 December 31, 2015 Class C Shares Contractual 2.62% December 17, 2013 December 31, 2015 Class R Shares Contractual 2.12% December 17, 2013 December 31, 2015 Class R5 Shares Contractual 1.62% December 17, 2013 December 31, 2015 Class R6 Shares Contractual 1.62% December 17, 2013 December 31, 2015 Class Y Shares Contractual 1.62% December 17, 2013 December 31, 2015 Invesco Low Volatility Emerging Markets Fund Class A Shares Contractual 1.72% December 17, 2013 December 31, 2015 Class C Shares Contractual 2.47% December 17, 2013 December 31, 2015 Class R Shares Contractual 1.97% December 17, 2013 December 31, 2015 Class R5 Shares Contractual 1.47% December 17, 2013 December 31, 2015 Class R6 Shares Contractual 1.47% December 17, 2013 December 31, 2015 Class Y Shares Contractual 1.47% December 17, 2013 December 31, 2015 Invesco MLP Fund Class A Shares Contractual 1.50% May 2, 2014 May 31, 2015 Class C Shares Contractual 2.25% May 2, 2014 May 31, 2015 Class R Shares Contractual 1.75% May 2, 2014 May 31, 2015 Class R5 Shares Contractual 1.25% May 2, 2014 May 31, 2015 Class R6 Shares Contractual 1.25% May 2, 2014 May 31, 2015 Class Y Shares Contractual 1.25% May 2, 2014 May 31, 2015 Invesco Macro international Equity Fund Class A Shares Contractual 1.43% December 17, 2013 December 31, 2015 Class C Shares Contractual 2.18% December 17, 2013 December 31, 2015 Class R Shares Contractual 1.68% December 17, 2013 December 31, 2015 Class R5 Shares Contractual 1.18% December 17, 2013 December 31, 2015 Class R6 Shares Contractual 1.18% December 17, 2013 December 31, 2015 Class Y Shares Contractual 1.18% December 17, 2013 December 31, 2015 Invesco Macro Long/Short Fund Class A Shares Contractual 1.87% December 17, 2013 December 31, 2015 Class C Shares Contractual 2.62% December 17, 2013 December 31, 2015 Class R Shares Contractual 2.12% December 17, 2013 December 31, 2015 Class R5 Shares Contractual 1.62% December 17, 2013 December 31, 2015 Class R6 Shares Contractual 1.62% December 17, 2013 December 31, 2015 Class Y Shares Contractual 1.62% December 17, 2013 December 31, 2015 Invesco Pacific Growth Fund Class A Shares Contractual 2.25% July 1, 2012 June 30, 2014 Class B Shares Contractual 3.00% July 1, 2012 June 30, 2014 Class C Shares Contractual 3.00% July 1, 2012 June 30, 2014 Class R Shares Contractual 2.50% July 1, 2012 June 30, 2014 Class R5 Shares Contractual 2.00% July 1, 2012 June 30, 2014 Class Y Shares Contractual 2.00% July 1, 2012 June 30, 2014
See page 16 for footnotes to Exhibit A. 12 as of April 30, 2014
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE ---- ------------ ---------- ------------------ ----------------- Invesco Premium Income Fund Class A Shares Contractual 0.89% December 13, 2011 February 28, 2015 Class C Shares Contractual 1.64% December 13, 2011 February 28, 2015 Class R Shares Contractual 1.14% December 13, 2011 February 28, 2015 Class R5 Shares Contractual 0.64% December 13, 2011 February 28, 2015 Class R6 Shares Contractual 0.64% September 24, 2012 February 28, 2015 Class Y Shares Contractual 0.64% December 13, 2011 February 28, 2015 Invesco Select Companies Fund Class A Shares Contractual 2.00% July 1, 2009 June 30, 2014 Class B Shares Contractual 2.75% July 1, 2009 June 30, 2014 Class C Shares Contractual 2.75% July 1, 2009 June 30, 2014 Class R Shares Contractual 2.25% July 1, 2009 June 30, 2014 Class R5 Shares Contractual 1.75% July 1, 2009 June 30, 2014 Class Y Shares Contractual 1.75% July 1, 2009 June 30, 2014 Invesco Strategic Income Fund Class A Shares Contractual 0.82% May 2, 2014 May 31, 2015 Class C Shares Contractual 1.57% May 2, 2014 May 31, 2015 Class R Shares Contractual 1.07% May 2, 2014 May 31, 2015 Class Y Shares Contractual 0.57% May 2, 2014 May 31, 2015 Class R5 Shares Contractual 0.57% May 2, 2014 May 31, 2015 Class R6 Shares Contractual 0.57% May 2, 2014 May 31, 2015
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, 2014 Class B Shares Contractual 2.25% July 1, 2012 June 30, 2014 Class C Shares Contractual 2.25% July 1, 2012 June 30, 2014 Class R Shares Contractual 1.75% July 1, 2012 June 30, 2014 Class R5 Shares Contractual 1.25% July 1, 2012 June 30, 2014 Class R6 Shares Contractual 1.25% September 24, 2012 June 30, 2014 Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2014 Invesco Global Real Estate Fund Class A Shares Contractual 2.00% July 1, 2009 June 30, 2014 Class B Shares Contractual 2.75% July 1, 2009 June 30, 2014 Class C Shares Contractual 2.75% July 1, 2009 June 30, 2014 Class R Shares Contractual 2.25% July 1, 2009 June 30, 2014 Class R5 Shares Contractual 1.75% July 1, 2009 June 30, 2014 Class R6 Shares Contractual 1.75% September 24, 2012 June 30, 2014 Class Y Shares Contractual 1.75% July 1, 2009 June 30, 2014 Invesco High Yield Fund Class A Shares Contractual 1.50% July 1, 2013 June 30, 2014 Class B Shares Contractual 2.25% July 1, 2013 June 30, 2014 Class C Shares Contractual 2.25% July 1, 2013 June 30, 2014 Class R5 Shares Contractual 1.25% July 1, 2013 June 30, 2014 Class R6 Shares Contractual 1.25% July 1, 2013 June 30, 2014 Class Y Shares Contractual 1.25% July 1, 2013 June 30, 2014 Investor Class Shares Contractual 1.50% July 1, 2013 June 30, 2014 Invesco Limited Maturity Treasury Fund Class A Shares Contractual 1.50% July 1, 2012 June 30, 2014 Class A2 Shares Contractual 1.40% July 1, 2012 June 30, 2014 Class R5 Shares Contractual 1.25% July 1, 2012 June 30, 2014 Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2014
See page 16 for footnotes to Exhibit A. 13 as of April 30, 2014
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE ---- ------------ ---------- ------------------ ------------- Invesco Municipal Bond Fund Class A Shares Contractual 1.50% July 1, 2012 June 30, 2014 Class B Shares Contractual 2.25% July 1, 2012 June 30, 2014 Class C Shares Contractual 2.25% July 1, 2012 June 30, 2014 Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2014 Investor Class Shares Contractual 1.50% July 1, 2012 June 30, 2014 Invesco Real Estate Fund Class A Shares Contractual 2.00% July 1, 2012 June 30, 2014 Class B Shares Contractual 2.75% July 1, 2012 June 30, 2014 Class C Shares Contractual 2.75% July 1, 2012 June 30, 2014 Class R Shares Contractual 2.25% July 1, 2012 June 30, 2014 Class R5 Shares Contractual 1.75% July 1, 2012 June 30, 2014 Class R6 Shares Contractual 1.75% September 24, 2012 June 30, 2014 Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2014 Investor Class Shares Contractual 2.00% July 1, 2012 June 30, 2014 Invesco Short Term Bond Fund Class A Shares Contractual 1.40% July 1, 2013 June 30, 2014 Class C Shares Contractual 1.75%/2/ July 1, 2013 June 30, 2014 Class R Shares Contractual 1.75% July 1, 2013 June 30, 2014 Class R5 Shares Contractual 1.25% July 1, 2013 June 30, 2014 Class R6 Shares Contractual 1.25% July 1, 2013 June 30, 2014 Class Y Shares Contractual 1.25% July 1, 2013 June 30, 2014 Invesco U.S. Government Fund Class A Shares Contractual 1.50% July 1, 2012 June 30, 2014 Class B Shares Contractual 2.25% July 1, 2012 June 30, 2014 Class C Shares Contractual 2.25% July 1, 2012 June 30, 2014 Class R Shares Contractual 1.75% July 1, 2012 June 30, 2014 Class R5 Shares Contractual 1.25% July 1, 2012 June 30, 2014 Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2014 Investor Class Shares Contractual 1.50% July 1, 2012 June 30, 2014
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 2.00% July 1, 2013 June 30, 2014 Class B Shares Contractual 2.75% July 1, 2013 June 30, 2014 Class C Shares Contractual 2.75% July 1, 2013 June 30, 2014 Class R Shares Contractual 2.25% July 1, 2013 June 30, 2014 Class R5 Shares Contractual 1.75% July 1, 2013 June 30, 2014 Class R6 Shares Contractual 1.75% July 1, 2013 June 30, 2014 Class Y Shares Contractual 1.75% July 1, 2013 June 30, 2014 Invesco Comstock Fund Class A Shares Contractual 2.00% July 1, 2012 June 30, 2014 Class B Shares Contractual 2.75% July 1, 2012 June 30, 2014 Class C Shares Contractual 2.75% July 1, 2012 June 30, 2014 Class R Shares Contractual 2.25% July 1, 2012 June 30, 2014 Class R5 Shares Contractual 1.75% July 1, 2012 June 30, 2014 Class R6 Shares Contractual 1.75% September 24, 2012 June 30, 2014 Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2014 Invesco Energy Fund Class A Shares Contractual 2.00% July 1, 2009 June 30, 2014 Class B Shares Contractual 2.75% July 1, 2009 June 30, 2014 Class C Shares Contractual 2.75% July 1, 2009 June 30, 2014 Class R5 Shares Contractual 1.75% July 1, 2009 June 30, 2014 Class Y Shares Contractual 1.75% July 1, 2009 June 30, 2014 Investor Class Shares Contractual 2.00% July 1, 2009 June 30, 2014
See page 16 for footnotes to Exhibit A. 14 as of April 30, 2014
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE ---- ------------ ---------- ----------------- --------------- Invesco Dividend Income Fund Class A Shares Contractual 1.10% February 6, 2013 August 31, 2014 Class B Shares Contractual 1.85% February 6, 2013 August 31, 2014 Class C Shares Contractual 1.85% February 6, 2013 August 31, 2014 Class R5 Shares Contractual 0.85% February 6, 2013 August 31, 2014 Class R6 Shares Contractual 0.85% February 6, 2013 August 31, 2014 Class Y Shares Contractual 0.85% February 6, 2013 August 31, 2014 Investor Class Shares Contractual 1.10% February 6, 2013 August 31, 2014 Invesco Gold & Precious Metals Fund Class A Shares Contractual 2.00% July 1, 2009 June 30, 2014 Class B Shares Contractual 2.75% July 1, 2009 June 30, 2014 Class C Shares Contractual 2.75% July 1, 2009 June 30, 2014 Class Y Shares Contractual 1.75% July 1, 2009 June 30, 2014 Investor Class Shares Contractual 2.00% July 1, 2009 June 30, 2014 Invesco Mid Cap Growth Fund Class A Shares Contractual 1.15% July 15, 2013 July 31, 2015 Class B Shares Contractual 1.90% July 15, 2013 July 31, 2015 Class C Shares Contractual 1.90% July 15, 2013 July 31, 2015 Class R Shares Contractual 1.40% July 15, 2013 July 31, 2015 Class R5 Shares Contractual 0.90% July 15, 2013 July 31, 2015 Class R6 Shares Contractual 0.90% July 15, 2013 July 31, 2015 Class Y Shares Contractual 0.90% July 15, 2013 July 31, 2015 Invesco Small Cap Value Fund Class A Shares Contractual 2.00% July 1, 2012 June 30, 2014 Class B Shares Contractual 2.75% July 1, 2012 June 30, 2014 Class C Shares Contractual 2.75% July 1, 2012 June 30, 2014 Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2014 Invesco Technology Fund Class A Shares Contractual 2.00% July 1, 2012 June 30, 2014 Class B Shares Contractual 2.75% July 1, 2012 June 30, 2014 Class C Shares Contractual 2.75% July 1, 2012 June 30, 2014 Class R5 Shares Contractual 1.75% July 1, 2012 June 30, 2014 Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2014 Investor Class Shares Contractual 2.00% July 1, 2012 June 30, 2014 Invesco Technology Sector Fund Class A Shares Contractual 2.00% February 12, 2010 June 30, 2014 Class B Shares Contractual 2.75% February 12, 2010 June 30, 2014 Class C Shares Contractual 2.75% February 12, 2010 June 30, 2014 Class Y Shares Contractual 1.75% February 12, 2010 June 30, 2014 Invesco Value Opportunities Fund Class A Shares Contractual 2.00% July 1, 2012 June 30, 2014 Class B Shares Contractual 2.75% July 1, 2012 June 30, 2014 Class C Shares Contractual 2.75% July 1, 2012 June 30, 2014 Class R Shares Contractual 2.25% July 1, 2012 June 30, 2014 Class R5 Shares Contractual 1.75% July 1, 2012 June 30, 2014 Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2014
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, 2014 Class B Shares Contractual 2.25% July 1, 2012 June 30, 2014 Class C Shares Contractual 2.25% July 1, 2012 June 30, 2014 Class R5 Shares Contractual 1.25% July 1, 2012 June 30, 2014 Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2014
See page 16 for footnotes to Exhibit A. 15 as of April 30, 2014
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE ---- ------------ ---------- ----------------- ------------- Invesco Intermediate Term Municipal Income Fund Class A Shares Contractual 0.80% July 1, 2013 June 30, 2014 Class B Shares Contractual 1.55% July 1, 2013 June 30, 2014 Class C Shares Contractual 1.55% July 1, 2013 June 30, 2014 Class Y Shares Contractual 0.55% July 1, 2013 June 30, 2014 Invesco Municipal Income Fund Class A Shares Contractual 1.50% July 1, 2013 June 30, 2014 Class B Shares Contractual 2.25% July 1, 2013 June 30, 2014 Class C Shares Contractual 2.25% July 1, 2013 June 30, 2014 Class Y Shares Contractual 1.25% July 1, 2013 June 30, 2014 Investor Class Contractual 1.50% July 15, 2013 June 30, 2014 Invesco New York Tax Free Income Fund Class A Shares Contractual 1.50% July 1, 2012 June 30, 2014 Class B Shares Contractual 2.25% July 1, 2012 June 30, 2014 Class C Shares Contractual 2.25% July 1, 2012 June 30, 2014 Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2014 Invesco Tax-Free Intermediate Fund Class A Shares Contractual 1.50% July 1, 2012 June 30, 2014 Class A2 Shares Contractual 1.25% July 1, 2012 June 30, 2014 Class C Shares Contractual 2.25% June 30, 2013 June 30, 2014 Class R5 Shares Contractual 1.25% July 1, 2012 June 30, 2014 Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2014
INVESCO SECURITIES TRUST
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE ---- ------------ ---------- ----------------- ----------------- Invesco Balanced-Risk Aggressive Allocation Fund Contractual 1.15% January 16, 2013 February 28, 2015
/1/ The total operating expenses of any class of shares established after the date of this Memorandum of Agreement will be limited to the amount established for Class A Shares plus the difference between the new class 12b-1 rate and the Class A 12b-1 rate. /2/ The expense limit shown is the expense limit after Rule 12b-1 fee waivers by Invesco Distributors, Inc. /3/ Includes waived fees or reimbursed expenses that Invesco receives from Invesco Cayman Commodity Fund I, Ltd. /4/ Includes waived fees or reimbursed expenses that Invesco receives from Invesco Cayman Commodity Fund III, Ltd. /5/ Includes waived fees or reimbursed expenses that Invesco receives from Invesco Cayman Commodity Fund V, Ltd. /6/ Includes waived fees or reimbursed expenses that Invesco receives from Invesco Cayman Commodity Fund VII, Ltd. 16 as of April 30, 2014 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, 2014 Corporate Class Contractual 0.17% July 1, 2009 December 31, 2014 Institutional Class Contractual 0.14% July 1, 2009 December 31, 2014 Personal Investment Class Contractual 0.69%/2/ July 1, 2009 December 31, 2014 Private Investment Class Contractual 0.44%/2/ July 1, 2009 December 31, 2014 Reserve Class Contractual 1.01%/2/ July 1, 2009 December 31, 2014 Resource Class Contractual 0.30%/2/ July 1, 2009 December 31, 2014 Government TaxAdvantage Portfolio Cash Management Class Contractual 0.22%/2/ July 1, 2009 December 31, 2014 Corporate Class Contractual 0.17% July 1, 2009 December 31, 2014 Institutional Class Contractual 0.14% July 1, 2009 December 31, 2014 Personal Investment Class Contractual 0.69%/2/ July 1, 2009 December 31, 2014 Private Investment Class Contractual 0.39%/2/ July 1, 2009 December 31, 2014 Reserve Class Contractual 1.01%/2/ July 1, 2009 December 31, 2014 Resource Class Contractual 0.30%/2/ July 1, 2009 December 31, 2014 Liquid Assets Portfolio Cash Management Class Contractual 0.22%/2/ July 1, 2009 December 31, 2014 Corporate Class Contractual 0.17% July 1, 2009 December 31, 2014 Institutional Class Contractual 0.14% July 1, 2009 December 31, 2014 Personal Investment Class Contractual 0.69%/2/ July 1, 2009 December 31, 2014 Private Investment Class Contractual 0.44%/2/ July 1, 2009 December 31, 2014 Reserve Class Contractual 1.01%/2/ July 1, 2009 December 31, 2014 Resource Class Contractual 0.34% July 1, 2009 December 31, 2014 STIC Prime Portfolio Cash Management Class Contractual 0.22%/2/ July 1, 2009 December 31, 2014 Corporate Class Contractual 0.17% July 1, 2009 December 31, 2014 Institutional Class Contractual 0.14% July 1, 2009 December 31, 2014 Personal Investment Class Contractual 0.69%/2/ July 1, 2009 December 31, 2014 Private Investment Class Contractual 0.44%/2/ July 1, 2009 December 31, 2014 Reserve Class Contractual 1.01%/2/ July 1, 2009 December 31, 2014 Resource Class Contractual 0.30%/2/ July 1, 2009 December 31, 2014 Tax-Free Cash Reserve Portfolio/3/ Cash Management Class Contractual 0.33%/2/ July 1, 2009 December 31, 2014 Corporate Class Contractual 0.28% July 1, 2009 December 31, 2014 Institutional Class Contractual 0.25% July 1, 2009 December 31, 2014 Personal Investment Class Contractual 0.80%/2/ July 1, 2009 December 31, 2014 Private Investment Class Contractual 0.50%/2/ July 1, 2009 December 31, 2014 Reserve Class Contractual 1.12%/2/ July 1, 2009 December 31, 2014 Resource Class Contractual 0.41%/2/ July 1, 2009 December 31, 2014 Treasury Portfolio Cash Management Class Contractual 0.22%/2/ July 1, 2009 December 31, 2014 Corporate Class Contractual 0.17% July 1, 2009 December 31, 2014 Institutional Class Contractual 0.14% July 1, 2009 December 31, 2014 Personal Investment Class Contractual 0.69%/2/ July 1, 2009 December 31, 2014 Private Investment Class Contractual 0.44%/2/ July 1, 2009 December 31, 2014 Reserve Class Contractual 1.01%/2/ July 1, 2009 December 31, 2014 Resource Class Contractual 0.30%/2/ July 1, 2009 December 31, 2014
/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. 17 as of April 30, 2014 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. 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 V.I. American Value Fund Series I Shares Contractual 2.00% July 1, 2012 June 30, 2014 Series II Shares Contractual 2.25% July 1, 2012 June 30, 2014 Invesco V.I. Balanced-Risk Allocation Fund/1/ Series I Shares Contractual 0.78% July 1, 2013 April 30, 2014 Series II Shares Contractual 1.03% July 1, 2013 April 30, 2014 Invesco V.I. Balanced-Risk Allocation Fund/1/ Series I Shares Contractual 0.76% May 1, 2014 April 30, 2015 Series II Shares Contractual 1.01% May 1, 2014 April 30, 2015 Invesco V.I. Comstock Fund Series I Shares Contractual 0.78% May 1, 2013 April 30, 2015 Series II Shares Contractual 1.03% May 1, 2013 April 30, 2015 Invesco V.I. Core Equity Fund Series I Shares Contractual 2.00% May 1, 2013 June 30, 2014 Series II Shares Contractual 2.25% May 1, 2013 June 30, 2014 Invesco V.I. Diversified Dividend Fund Series I Shares Contractual 2.00% May 1, 2013 June 30, 2014 Series II Shares Contractual 2.25% May 1, 2013 June 30, 2014 Invesco V.I. Diversified Income Fund Series I Shares Contractual 0.75% July 1, 2005 April 30, 2015 Series II Shares Contractual 1.00% July 1, 2005 April 30, 2015 Invesco V.I. Equally-Weighted S&P 500 Fund Series I Shares Contractual 2.00% July 1, 2012 June 30, 2014 Series II Shares Contractual 2.25% July 1, 2012 June 30, 2014 Invesco V.I. Equity and Income Fund Series I Shares Contractual 1.50% July 1, 2012 June 30, 2014 Series II Shares Contractual 1.75% July 1, 2012 June 30, 2014
/1/ Includes waived fees or reimbursed expenses that Invesco receives from Invesco Cayman Commodity Fund IV, Ltd. 18 as of April 30, 2014 Invesco V.I. Global Core Equity Fund Series I Shares Contractual 2.25% July 1, 2012 June 30, 2014 Series II Shares Contractual 2.50% July 1, 2012 June 30, 2014 Invesco V.I. Global Health Care Fund Series I Shares Contractual 2.00% May 1, 2013 June 30, 2014 Series II Shares Contractual 2.25% May 1, 2013 June 30, 2014 Invesco V.I. Global Real Estate Fund Series I Shares Contractual 2.00% May 1, 2013 June 30, 2014 Series II Shares Contractual 2.25% May 1, 2013 June 30, 2014 Invesco V.I. Government Securities Fund Series I Shares Contractual 1.50% May 1, 2013 June 30, 2014 Series II Shares Contractual 1.75% May 1, 2013 June 30, 2014 Invesco V.I. Growth and Income Fund Series I Shares Contractual 0.78% May 1, 2013 April 30, 2015 Series II Shares Contractual 1.03% May 1, 2013 April 30, 2015 Invesco V.I. High Yield Fund Series I Shares Contractual 0.80% May 2, 2011 April 30, 2014 Series II Shares Contractual 1.05% May 2, 2011 April 30, 2014 Invesco V.I. International Growth Fund Series I Shares Contractual 2.25% July 1, 2012 June 30, 2014 Series II Shares Contractual 2.50% July 1, 2012 June 30, 2014 Invesco V.I. Mid Cap Core Equity Fund Series I Shares Contractual 2.00% May 1, 2013 June 30, 2014 Series II Shares Contractual 2.25% May 1, 2013 June 30, 2014 Invesco 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 V.I. Money Market Fund Series I Shares Contractual 1.50% May 1, 2013 June 30, 2014 Series II Shares Contractual 1.75% May 1, 2013 June 30, 2014 Invesco V.I. S&P 500 Index Fund Series I Shares Contractual 2.00% July 1, 2012 June 30, 2014 Series II Shares Contractual 2.25% July 1, 2012 June 30, 2014 Invesco V.I. Small Cap Equity Fund Series I Shares Contractual 2.00% May 1, 2013 June 30, 2014 Series II Shares Contractual 2.25% May 1, 2013 June 30, 2014
19 as of April 30, 2014 Invesco V.I. Technology Fund Series I Shares Contractual 2.00% May 1, 2013 June 30, 2014 Series II Shares Contractual 2.25% May 1, 2013 June 30, 2014 Invesco V.I. Utilities Fund Series I Shares Contractual 2.00% May 1, 2012 June 30, 2014 Series II Shares Contractual 2.25% May 1, 2012 June 30, 2014 Invesco V.I. Managed Volatility Fund* Series I Shares Contractual 1.03% April 30, 2014 April 30, 2015 Series II Shares Contractual 1.28% April 30, 2014 April 30, 2015 Invesco V.I. Value Opportunities Fund Series I Shares Contractual 2.00% May 1, 2013 June 30, 2014 Series II Shares Contractual 2.25% May 1, 2013 June 30, 2014
* The Fund name and expense limit shown is contingent upon both Board of Trustee and shareholder approval of certain changes to the Fund. 20 as of April 30, 2014 EXHIBIT "D" - CLOSED-END FUNDS ------------------------------ INVESCO MUNICIPAL INCOME OPPORTUNITIES TRUST
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE ---- ------------ ---------- ----------------- --------------- Invesco Municipal Income Opportunities Trust Contractual 0.67% August 27, 2012 August 31, 2014
INVESCO QUALITY MUNICIPAL INCOME TRUST
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE ---- ------------ ---------- ----------------- ---------------- Invesco Quality Municipal Income Trust Contractual 0.50% October 15, 2012 October 31, 2014
INVESCO VALUE MUNICIPAL INCOME TRUST
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE ---- ------------ ---------- ----------------- ---------------- Invesco Value Municipal Income Trust Contractual 0.46% October 15, 2012 October 31, 2014
21 Sub Item 77 Q 1 (e) SUB-ADVISORY CONTRACT This contract is made as of December 14, 2011, by and among Invesco Advisers, Inc. (the "Advisor") and Invesco PowerShares Capital Management LLC (the "Sub-Advisor"). WHEREAS: A) The Advisor has entered into an investment advisory agreement with AIM Investment Funds (Invesco Investment Funds) (the "Trust"), an open-end management investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"), with respect to, among others, the Invesco Premium Income Fund (the "Fund"); B) The Advisor is authorized to delegate any or all of its rights, duties and obligations under investment advisory agreements to sub-advisors, including sub-advisors that are affiliated with the Advisor; C) The Sub-Advisor represents that it is registered with the U.S. Securities and Exchange Commission ("SEC") as an investment advisor under the Investment Advisers Act of 1940 ("Advisers Act"), or will be so registered prior to providing any services to the Fund under this Contract, and engages in the business of acting as an investment advisor; and D) The Sub-Advisor has been formed in part for the purpose of researching and compiling information and recommendations 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 Advisor hereby appoints the Sub-Advisor as a sub-advisor of the Fund for the period and on the terms set forth herein. The Sub-Advisor accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided. 2. DUTIES AS SUB-ADVISOR. Subject to paragraph 7 below, the Advisor may, in its discretion, appoint the Sub-Advisor to perform one or more of the following services with respect to all or a portion of the investments of the Fund. The services and the portion of the investments of the Fund to be advised or managed by the Sub-Advisor shall be as agreed upon from time to time by the Advisor and the Sub-Advisor. The Sub-Advisor shall pay the salaries and fees of all its personnel performing services for the Fund related to research, statistical and investment activities. (a) Investment Advice. If and to the extent requested by the Advisor, the ----------------- Sub-Advisor shall provide investment advice to the Fund and the Advisor with respect to all or a portion of the investments of the Fund or with respect to various investment techniques, and in connection with such advice shall furnish the Fund and the Advisor with such factual information, research reports and investment recommendations as the Advisor may reasonably require. (b) Order Execution. If and to the extent requested by the Advisor, the --------------- Sub-Advisor shall place orders for the purchase and sale of portfolio securities or other investments for the Fund. In so doing, the Sub-Advisor agrees that it shall comply with paragraph 3 below. (c) Discretionary Investment Management. If and to the extent requested by ----------------------------------- the Advisor, the Sub-Advisor shall, subject to the supervision of the Trust's Board of Trustees (the "Board") and the Advisor, manage all or a portion of the investments of the Fund in accordance with the investment objectives, policies and limitations provided in the Trust's Registration Statement and such other limitations as the Trust or the Advisor may impose with respect to the Fund by notice to the Sub-Advisor and otherwise in accordance with paragraph 5 below. With respect to the portion of the investments of the Fund, the Sub-Advisor is authorized to: (i) make investment decisions on behalf of the Fund with J-1 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-Advisor may select; and (iii) upon the request of the Advisor, 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 Fund, the Sub-Advisor 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 the Sub-Advisor shall at all times be subject to the control and direction of the Advisor and the Board. 3. BROKER-DEALER RELATIONSHIPS. The Sub-Advisor agrees that, in placing orders with brokers and dealers, it will attempt to obtain the best net result in terms of price and execution under the circumstances. Consistent with this obligation, the Sub-Advisor may, in its discretion, purchase and sell portfolio securities from and to brokers and dealers who sell shares of the Fund or provide the Fund, the Advisor's other clients, or the Sub-Advisor's other clients with research, analysis, advice and similar services. The Sub-Advisor 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 the Sub-Advisor 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 Advisor and the Sub-Advisor to the Fund and their other clients and that the total commissions or spreads paid by the 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-Advisor, 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-Advisor simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by the Sub-Advisor, 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. The Sub-Advisor will maintain all required books and records with respect to the securities transactions of the Fund, and will furnish the Board and the Advisor with such periodic and special reports as the Board or the Advisor reasonably may request. The Sub-Advisor hereby agrees that all records which it maintains for the Advisor are the property of the Advisor, and agrees to preserve for the periods prescribed by applicable law any records which it maintains for the Advisor and which are required to be maintained, and further agrees to surrender promptly to the Advisor any records which it maintains for the Advisor upon request by the Advisor. 5. FURTHER DUTIES. (a) In all matters relating to the performance of this Contract, the Sub-Advisor will act in conformity with the Agreement and Declaration of Trust, By-Laws and Registration Statement of the Trust and with the instructions and directions of the Advisor 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) The Sub-Advisor shall maintain compliance procedures for the Fund that it and the Advisor 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 Fund's prospectus and statement of additional information. The Sub-Advisor at its expense will provide the Advisor or the Trust'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, the Sub-Advisor will promptly report to the Advisor 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-Advisor's compliance policies and procedures that pertain to the Fund. (c) The Sub-Advisor at its expense will make available to the Board and the Advisor at reasonable times its portfolio managers and other appropriate personnel, either in person or, at the 2 mutual convenience of the Advisor and the Sub-Advisor, by telephone, in order to review the investment policies, performance and other investment related information regarding the Fund and to consult with the Board and the Advisor regarding the Fund's investment affairs, including economic, statistical and investment matters related to the Sub-Advisor's duties hereunder, and will provide periodic reports to the Advisor relating to the investment strategies it employs. The Sub-Advisor and its personnel shall also cooperate fully with counsel and auditors for, and the Chief Compliance Officer of, the Advisor and the Trust. (d) The Sub-Advisor will assist in the fair valuation of portfolio securities held by the Fund. The Sub-Advisor will use its reasonable efforts to provide, based upon its own expertise, and to arrange with parties independent of the Sub-Advisor such as broker-dealers for the provision of, valuation information or prices for securities for which prices are deemed by the Advisor or the Trust's administrator not to be readily available in the ordinary course of business from an automated pricing service. In addition, the Sub-Advisor will assist the Fund and its agents in determining whether prices obtained for valuation purposes accurately reflect market price information relating to the assets of the Fund at such times as the Advisor shall reasonably request, including but not limited to, the hours after the close of a securities market and prior to the daily determination of the Fund's net asset value per share. (e) The Sub-Advisor 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 Advisors Act and has provided the Advisor 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 Advisor, but in any event no less frequently than annually, the Sub-Advisor will supply the Advisor a written report that (A) describes any issues arising under the code of ethics or procedures since the Sub-Advisor'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-Advisor's code of ethics are reasonably designed to prevent "access persons" from violating the code of ethics. (f) Upon request of the Advisor, the Sub-Advisor will review draft reports to shareholders and other documents provided or available to it and provide comments on a timely basis. In addition, the Sub-Advisor and each officer and portfolio manager thereof designated by the Advisor will provide on a timely basis such certifications or sub-certifications as the Advisor may reasonably request in order to support and facilitate certifications required to be provided by the Trust's 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 Trust as the Advisor, on behalf of the Trust, deems are reasonably necessary. (g) Unless otherwise directed by the Advisor or the Board, the Sub-Advisor will vote all proxies received in accordance with the Advisor's proxy voting policy or, if the Sub-Advisor has a proxy voting policy approved by the Board, the Sub-Advisor's proxy voting policy. The Sub-Advisor shall maintain and shall forward to the Fund or its designated agent such proxy voting information as is necessary for the Fund to timely file proxy voting results in accordance with Rule 30b1-4 of the 1940 Act. (h) The Sub-Advisor shall provide the Fund's custodian on each business day with information relating to all transactions concerning the assets of the Fund and shall provide the Advisor with such information upon request of the Advisor. 6. SERVICES NOT EXCLUSIVE. The services furnished by the Sub-Advisor hereunder are not to be deemed exclusive and the Sub-Advisor 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 the Sub-Advisor, who may also be a Trustee, officer or employee of the Trust, 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. 3 7. USE OF SUBSIDIARIES AND AFFILIATES. The Sub-Advisor may perform any or all of the services contemplated hereunder, including but not limited to providing investment advice to the Fund pursuant to paragraph 2(a) above and placing orders for the purchase and sale of portfolio securities or other investments for the Fund pursuant to paragraph 2(b) above, directly or through such of its subsidiaries or other affiliates, as the Sub-Advisor shall determine; provided, however, that performance of such 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 the independent 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 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 the Fund's outstanding voting securities. 8. COMPENSATION. (a) The only fees payable to the Sub-Advisors under this Contract are for providing discretionary investment management services pursuant to paragraph 2(c) above. For such services, the Advisor will pay the Sub-Advisor a fee, computed daily and paid monthly, equal to (i) 40% of the monthly compensation that the Advisor receives from the Trust pursuant to its advisory agreement with the Trust, multiplied by (ii) the fraction equal to the net assets of the Fund as to which the Sub-Advisor shall have provided discretionary investment management services pursuant to paragraph 2(c) above for that month divided by the net assets of the 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 Advisor, 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-Advisor under this Contract exceed 40% of the monthly compensation that the Advisor receives from the Trust pursuant to its advisory agreement with the Trust, as reduced to reflect contractual or voluntary fee waivers or expense limitations by the Advisor, 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 the Sub-Advisor provides the services under paragraph 2(c) above to the 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 the Fund, the amount of the advisory fee which the Fund would otherwise be obligated to pay to the Advisor is reduced because of contractual or voluntary fee waivers or expense limitations by the Advisor, the fee payable to the Sub-Advisor pursuant to paragraph 8 above shall be reduced proportionately; and to the extent that the Advisor reimburses the Fund as a result of such expense limitations, the Sub-Advisor shall reimburse the Advisor that proportion of such reimbursement payments which the fee payable to the Sub-Advisor pursuant to paragraph 8 above bears to the advisory fee under this Contract. 10. LIMITATION OF LIABILITY OF SUB-ADVISOR AND INDEMNIFICATION. The Sub-Advisor shall not be liable for any costs or liabilities arising from any error of judgment or mistake of law or any loss suffered by the Fund or the Trust 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 the Sub-Advisor in the performance of its duties or from reckless disregard by the Sub-Advisor of its obligations and duties under this Contract. Any person, even though also an officer, partner, employee, or agent of the Sub-Advisor, who may be or become a Trustee, officer, employee or agent of the Trust, shall be deemed, when rendering services to a Fund or the Trust or acting with respect to any business of a Fund or the Trust, to be rendering such service to or acting solely for the Fund or the Trust and not as an officer, partner, employee, or agent or one under the control or direction of the Sub-Advisor even though paid by it. 4 11. DURATION AND TERMINATION. (a) This Contract shall become effective with respect to the Sub-Advisor upon the later of the date hereabove written and the date that the Sub-Advisor is registered with the SEC as an investment advisor under the Advisors Act, if the Sub-Advisor is not so registered as of the date hereabove written; provided, however, that this Contract shall not take effect with respect to the Fund unless it has first been approved (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Fund's outstanding voting securities, when required by the 1940 Act. (b) Unless sooner terminated as provided herein, this Contract shall continue in force and effect until [June 30, 2012]. Thereafter, if not terminated, 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 Independent 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 the Fund. (c) Notwithstanding the foregoing, this Contract may be terminated at any time, without the payment of any penalty, (i) by vote of the Board or by a vote of a majority of the outstanding voting securities of the Fund on sixty days' written notice to the Sub-Advisor; or (ii) by the Advisor on sixty days' written notice to the Sub-Advisor; or (iii) by the Sub-Advisor on sixty days' written notice to the Trust. Should this Contract be terminated with respect to the Sub-Advisor, the Advisor shall assume the duties and responsibilities of the Sub-Advisor unless and until the Advisor appoints another Sub-Advisor to perform such duties and responsibilities. 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 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 the Trust and the Advisor shall be 11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173. Until further notice to the other party, it is agreed that the address the Sub-Advisor shall be 301 West Roosevelt Road, Wheaton, Illinois 60187. 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. 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 Advisors Act shall be resolved by reference to such term or provision of the 1940 Act or the Advisors 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 Advisors 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/ JOHN M. ZERR ------------------------- NAME: JOHN M. ZERR TITLE: SENIOR VICE PRESIDENT 6 INVESCO POWERSHARES CAPITAL MANAGEMENT LLC Sub-Advisor BY: /s/ BENJAMIN T. FULTON --------------------------------- NAME: BENJAMIN T. FULTON TITLE: MANAGING DIRECTOR OF GLOBAL ETFS 7 Sub Item 77 Q 1 (e) AMENDMENT NO. 1 TO SUB-ADVISORY CONTRACT This Amendment dated as of July 30, 2012, amends the Sub-Advisory Contract (the "Contract") between Invesco Advisers, Inc. (the "Advisor") and Invesco PowerShares Capital Management LLC (the "Sub-Advisor"). WHEREAS, the parties agree to amend the Contract to add AIM International Mutual Fund (Invesco International Mutual Funds), on behalf of its portfolios, Invesco Global Opportunities Fund and Invesco Global Select Companies Fund (the "Funds"); NOW THEREFORE, in consideration of the promises and the mutual covenants herein contained, it is agreed between the parties hereto as follows: 1. The Contract is hereby amended to add AIM International Mutual Fund (Invesco International Mutual Funds) and to add the Funds as the recipients of the sub-advisory services by revising recital A) at the beginning of the Contract to read as follows: The Advisor has entered into an investment advisory agreement with AIM Investment Funds (Invesco Investment Funds) ("AIF") and AIM International Mutual Funds (Invesco International Mutual Funds) ("AIMF") (collectively, the "Trust"), open-end management investment companies registered under the Investment Company Act of 1940, as amended (the "1940 Act"), with respect to, among others, the Invesco Premium Income Fund (as a series portfolio of AIF), the Invesco Global Opportunities Fund and the Invesco Global Select Companies Fund (as series portfolios of AIMF) (collectively, the "Fund"); ; and 2. All other terms and provisions of the Contract not amended shall remain in full force and effect. J-1 IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed by their officers designated as of the day and year first above written. INVESCO ADVISERS, INC. ADVISOR BY: /s/ JOHN M. ZERR ------------------------- NAME: JOHN M. ZERR TITLE: SENIOR VICE PRESIDENT 2 INVESCO POWERSHARES CAPITAL MANAGEMENT LLC Sub-Advisor BY: /s/ BENJAMIN T. FULTON --------------------------------- NAME: BENJAMIN T. FULTON TITLE: MANAGING DIRECTOR OF GLOBAL ETFS 3 Sub Item 77 Q 1 (e) AMENDMENT NO. 2 TO SUB-ADVISORY CONTRACT This Amendment dated as of September 25, 2012, amends the Sub-Advisory Contract (the "Contract") between Invesco Advisers, Inc. (the "Advisor") and Invesco PowerShares Capital Management LLC (the "Sub-Advisor"). WHEREAS, the parties agree to amend the Contract to add Invesco Global Markets Strategy Fund, a series portfolio of AIM Investment Funds (Invesco Investment Funds); NOW THEREFORE, in consideration of the promises and the mutual covenants herein contained, it is agreed between the parties hereto as follows: 1. The Contract is hereby amended to Invesco Global Markets Strategy Fund as a recipients of the sub-advisory services by revising recital A) at the beginning of the Contract to read as follows: The Advisor has entered into an investment advisory agreement with AIM Investment Funds (Invesco Investment Funds) ("AIF") and AIM International Mutual Funds (Invesco International Mutual Funds) ("AIMF") (collectively, the "Trust"), open-end management investment companies registered under the Investment Company Act of 1940, as amended (the "1940 Act"), with respect to, among others, the Invesco Premium Income Fund, Invesco Global Markets Strategy Fund (series portfolios of AIF), the Invesco Global Opportunities Fund and the Invesco Global Select Companies Fund (series portfolios of AIMF) (collectively, the "Fund"); and 2. All other terms and provisions of the Contract not amended shall remain in full force and effect. J-1 IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed by their officers designated as of the day and year first above written. INVESCO ADVISERS, INC. ADVISOR BY: /s/ JOHN M. ZERR ------------------------- NAME: JOHN M. ZERR TITLE: SENIOR VICE PRESIDENT 2 INVESCO POWERSHARES CAPITAL MANAGEMENT LLC Sub-Advisor BY: /s/ BENJAMIN T. FULTON --------------------------------- NAME: BENJAMIN T. FULTON TITLE: MANAGING DIRECTOR OF GLOBAL ETFS 3 Sub Item 77 Q 1 (e) AMENDMENT NO. 3 TO SUB-ADVISORY CONTRACT This Amendment dated as of February 25, 2013, amends the Sub-Advisory Contract (the "Contract") between Invesco Advisers, Inc. (the "Advisor") and Invesco PowerShares Capital Management LLC (the "Sub-Advisor"). WHEREAS, the parties agree to amend the Contract to add Invesco Securities Trust , on behalf of its portfolio, Invesco Balanced-Risk Aggressive Allocation Fund (the "Fund"); NOW THEREFORE, in consideration of the promises and the mutual covenants herein contained, it is agreed between the parties hereto as follows: 1. The Contract is hereby amended to add Invesco Securities Trust to the Contract and to add the Fund as a recipient of the sub-advisory services by revising recital A) at the beginning of the Agreement to read as follows: The Advisor has entered into an investment advisory agreement with AIM Investment Funds (Invesco Investment Funds) ("AIF"), AIM International Mutual Funds (Invesco International Mutual Funds) ("AIMF") and Invesco Securities Trust ("IST") (collectively, the "Trusts"), open-end management investment companies registered under the Investment Company Act of 1940, as amended (the "1940 Act"), with respect to, among others, the Invesco Premium Income Fund and Invesco Global Markets Strategy Fund (series portfolios of AIF), the Invesco Global Opportunities Fund and the Invesco Global Select Companies Fund (series portfolios of AIMF) and Invesco Balanced-Risk Aggressive Allocation Fund (a series portfolio of IST) (collectively, the "Funds"); and 2. All other terms and provisions of the Contract not amended shall remain in full force and effect. J-1 IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed by their officers designated as of the day and year first above written. INVESCO ADVISERS, INC. ADVISOR BY: /s/ JOHN M. ZERR ------------------------- NAME: JOHN M. ZERR TITLE: SENIOR VICE PRESIDENT 2 INVESCO POWERSHARES CAPITAL MANAGEMENT LLC Sub-Advisor BY: /s/ BENJAMIN T. FULTON --------------------------------- NAME: BENJAMIN T. FULTON TITLE: MANAGING DIRECTOR OF GLOBAL ETFS 3 Sub Item 77 Q 1 (e) AMENDMENT NO. 4 TO SUB-ADVISORY CONTRACT This Amendment dated as of December 16, 2013, amends the Sub-Advisory Contract (the "Contract") between Invesco Advisers, Inc. (the "Advisor") and Invesco PowerShares Capital Management LLC (the "Sub-Advisor"). WHEREAS, the parties agree to amend the Contract to add Invesco All Cap Market Neutral Fund, Invesco Global Market Neutral Fund, Invesco Global Targeted Returns Fund, Invesco Long/Short Equity Fund, Invesco Low Volatility Emerging Markets Fund, Invesco Macro International Equity Fund and Invesco Macro Long/Short Fund, series portfolios of AIM Investment Funds (Invesco Investment Funds) and to change the name of Invesco Global Select Companies Fund to Invesco Select Opportunities Fund (the "Funds"); NOW THEREFORE, in consideration of the promises and the mutual covenants herein contained, it is agreed between the parties hereto as follows: 1. The Contract is hereby amended to add Invesco Securities Trust to the Contract and to add the Fund as a recipient of the sub-advisory services by revising recital A) at the beginning of the Agreement to read as follows: The Advisor has entered into an investment advisory agreement with AIM Investment Funds (Invesco Investment Funds) ("AIF"), AIM International Mutual Funds (Invesco International Mutual Funds) ("AIMF") and Invesco Securities Trust ("IST") (collectively, the "Trusts"), open-end management investment companies registered under the Investment Company Act of 1940, as amended (the "1940 Act"), with respect to, among others, the Invesco Premium Income Fund, Invesco Global Markets Strategy Fund, Invesco Macro International Equity Fund, Invesco Macro Long/Short Fund, Invesco Global Market Neutral Fund, Invesco Global Targeted Returns Fund, Invesco Low Volatility Emerging Markets Fund, Invesco All Cap Market Neutral Fund and Invesco Long/Short Equity Fund (series portfolios of AIF), the Invesco Global Opportunities Fund and the Invesco Select Opportunities Fund (series portfolios of AIMF) and Invesco Balanced-Risk Aggressive Allocation Fund (a series portfolio of IST) (collectively, the "Funds"); and 2. All other terms and provisions of the Contract not amended shall remain in full force and effect. J-1 IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed by their officers designated as of the day and year first above written. INVESCO ADVISERS, INC. ADVISOR BY: /s/ JOHN M. ZERR ------------------------- NAME: JOHN M. ZERR TITLE: SENIOR VICE PRESIDENT 2 INVESCO POWERSHARES CAPITAL MANAGEMENT LLC Sub-Advisor BY: /s/ ANDREW SCHLOSSBERG ------------------------- NAME: ANDREW SCHLOSSBERG TITLE: MANAGING DIRECTOR OF US STRATEGY AND MARKETING 3 Sub Item 77 Q 1 (e) AMENDMENT NO. 5 TO SUB-ADVISORY CONTRACT This Amendment dated as of April 22, 2014, amends the Sub-Advisory Contract (the "Contract") between Invesco Advisers, Inc. (the "Advisor") and Invesco PowerShares Capital Management LLC (the "Sub-Advisor"). WHEREAS, the parties agree to amend the Contract to add Invesco Global Infrastructure Fund, Invesco MLP Fund and Invesco Strategic Income Fund, series portfolios of AIM Investment Funds (Invesco Investment Funds) and Invesco Strategic Real Return, a series portfolio of AIM Counselor Series Trust (Invesco Counselor Series Trust) (the "Funds"); NOW THEREFORE, in consideration of the promises and the mutual covenants herein contained, it is agreed between the parties hereto as follows: 1. The Contract is hereby amended to add the Funds as a recipient of the sub-advisory services by revising recital A) at the beginning of the Agreement to read as follows: The Advisor has entered into an investment advisory agreement with AIM Counselor Series Trust (Invesco Counselor Series Trust) ("ACST"), AIM Investment Funds (Invesco Investment Funds) ("AIF"), AIM International Mutual Funds (Invesco International Mutual Funds) ("AIMF") and Invesco Securities Trust ("IST") (collectively, the "Trusts"), open-end management investment companies registered under the Investment Company Act of 1940, as amended (the "1940 Act"), with respect to, among others, the Invesco Strategic Real Return (a series portfolio of ACST), Invesco Premium Income Fund, Invesco Global Markets Strategy Fund, Invesco Macro International Equity Fund, Invesco Macro Long/Short Fund, Invesco Global Market Neutral Fund, Invesco Global Targeted Returns Fund, Invesco Low Volatility Emerging Markets Fund, Invesco All Cap Market Neutral Fund, Invesco Long/Short Equity Fund, Invesco Global Infrastructure Fund, Invesco MLP Fund and Invesco Strategic Income Fund (series portfolios of AIF), the Invesco Global Opportunities Fund and the Invesco Select Opportunities Fund (series portfolios of AIMF) and Invesco Balanced-Risk Aggressive Allocation Fund (a series portfolio of IST) (collectively, the "Funds"); and 2. All other terms and provisions of the Contract not amended shall remain in full force and effect. J-1 IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed by their officers designated as of the day and year first above written. INVESCO ADVISERS, INC. ADVISOR BY: /s/ JOHN M. ZERR ------------------------- NAME: JOHN M. ZERR TITLE: SENIOR VICE PRESIDENT 2 INVESCO POWERSHARES CAPITAL MANAGEMENT LLC Sub-Advisor BY: /s/ ANDREW SCHLOSSBERG ------------------------------------- NAME: ANDREW SCHLOSSBERG TITLE: MANAGING DIRECTOR OF US STRATEGY AND MARKETING 3