EX-99.77Q1E 3 d897163dex9977q1e.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 Advantage Municipal Income Trust II, Invesco Bond Fund, Invesco California Value Municipal Income Trust, Invesco Dynamic Credit Opportunities Fund, Invesco Exchange Fund, Invesco High Income Trust II, Invesco Management Trust, Invesco Municipal Income Opportunities Trust, Invesco Municipal Opportunity Trust, Invesco Municipal Trust, Invesco Pennsylvania Value Municipal Income Trust, Invesco Quality Municipal Income Trust, Invesco Securities Trust, Invesco Senior Income Trust, Invesco Senior Loan Fund, Invesco Trust for Investment Grade Municipals, Invesco Trust for Investment Grade New York Municipals and Invesco Value Municipal Income Trust (each a "Trust" or, collectively, the "Trusts"), on behalf of the funds listed on the Exhibits to this Memorandum of Agreement (the "Funds"), and Invesco Advisers, Inc. ("Invesco"). Invesco shall and hereby agrees to waive fees of the Funds, on behalf of their respective classes as applicable, severally and not jointly, as indicated in the Exhibits. For and in consideration of the mutual terms and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Invesco agrees that until at least the expiration date set forth on Exhibit A (the "Expiration Date") and with respect to those Funds listed on the Exhibit, Invesco will waive its advisory fees at the rate set forth on the Exhibit. For and in consideration of the mutual terms and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Trusts and Invesco agree as follows: 1. Invesco agrees that until the expiration date, if any, of the commitment set forth on the attached Exhibit B occurs, as such Exhibit B is amended from time to time, Invesco will waive advisory fees payable by an Investing Fund (defined below) in an amount equal to 100% of the net advisory fee Invesco receives on the Uninvested Cash (defined below) from the Affiliated Money Market Fund (defined below) in which the Investing Fund invests (the "Waiver"). i. Invesco's Fund Accounting Group will calculate, and apply, the Waiver monthly, based upon the average investment of Uninvested Cash made by the Investing Fund during the previous month in an Affiliated Money Market Fund. ii. The Waiver will not apply to those Investing Funds that do not charge an advisory fee, either due to the terms of their advisory agreement, or as a result of contractual or voluntary fee waivers. iii. The Waiver will not apply to cash collateral for securities lending. For purposes of the paragraph above, the following terms shall have the following meanings: (a) "Affiliated Money Market Fund"--any existing or future Trust that holds itself out as a money market fund and complies with Rule 2a-7 under the Investment Company Act of 1940, as amended; (b) "Investing Fund" - any Fund investing Cash Balances and/or Cash Collateral in an Affiliated Money Market Fund; and (c) "Uninvested Cash"--cash available and uninvested by a Trust that may result from a variety of sources, including dividends or interest received on portfolio securities, unsettled securities transactions, strategic reserves, matured investments, proceeds from liquidation of investment securities, dividend payments, or new investor capital. 2. Neither a Trust nor Invesco may remove or amend the Waiver to a Trust's detriment prior to the Expiration Date without requesting and receiving the approval of the Board of Trustee of the applicable Fund's Trust to remove or amend such Waiver. Invesco will not have any right to reimbursement of any amount so waived. Subject to the foregoing paragraphs, Invesco agrees to review the then-current waivers for each class of the Funds listed on the Exhibits on a date prior to the Expiration Date to determine whether such waivers should be amended, continued or terminated. The waivers will expire upon the Expiration Date unless Invesco has agreed to continue them. The Exhibits will be amended to reflect any such agreement. It is expressly agreed that the obligations of the Trusts hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Trusts personally, but shall only bind the assets and property of the Funds, as provided in each Trust's Agreement and Declaration of Trust. The execution and delivery of this Memorandum of Agreement have been authorized by the Trustees of each Trust, and this Memorandum of Agreement has been executed and delivered by an authorized officer of each Trust acting as such; neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the assets and property of the Funds, as provided in each Trust's Agreement and Declaration of Trust. IN WITNESS WHEREOF, each of the Trusts, on behalf of itself and its Funds listed in Exhibit A and B to this Memorandum of Agreement, and Invesco have entered into this Memorandum of Agreement as of the Effective Date on the attached Exhibits. AIM COUNSELOR SERIES TRUST (INVESCO INVESCO CALIFORNIA VALUE MUNICIPAL COUNSELOR SERIES TRUST) INCOME TRUST AIM EQUITY FUNDS (INVESCO EQUITY INVESCO DYNAMIC CREDIT OPPORTUNITIES FUNDS) FUND AIM FUNDS GROUP (INVESCO FUNDS GROUP) INVESCO EXCHANGE FUND AIM GROWTH SERIES (INVESCO GROWTH INVESCO HIGH INCOME TRUST II SERIES) INVESCO MANAGEMENT TRUST AIM INTERNATIONAL MUTUAL FUNDS INVESCO MUNICIPAL INCOME (INVESCO INTERNATIONAL MUTUAL FUNDS) OPPORTUNITIES TRUST AIM INVESTMENT FUNDS (INVESCO INVESCO MUNICIPAL OPPORTUNITY TRUST INVESTMENT FUNDS) INVESCO MUNICIPAL TRUST AIM INVESTMENT SECURITIES FUNDS INVESCO PENNSYLVANIA VALUE MUNICIPAL (INVESCO INVESTMENT SECURITIES FUNDS) INCOME TRUST AIM SECTOR FUNDS (INVESCO SECTOR INVESCO QUALITY MUNICIPAL INCOME TRUST FUNDS) INVESCO SECURITIES TRUST AIM TAX-EXEMPT FUNDS (INVESCO INVESCO SENIOR INCOME TRUST TAX-EXEMPT FUNDS) INVESCO SENIOR LOAN FUND AIM TREASURER'S SERIES TRUST (INVESCO INVESCO TRUST FOR INVESTMENT GRADE TREASURER'S SERIES TRUST) MUNICIPALS AIM VARIABLE INSURANCE FUNDS (INVESCO INVESCO TRUST FOR INVESTMENT GRADE VARIABLE INSURANCE FUNDS) NEW YORK MUNICIPALS INVESCO ADVANTAGE MUNICIPAL INCOME INVESCO VALUE MUNICIPAL INCOME TRUST TRUST II INVESCO BOND FUND 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 SERIES TRUST) WAIVER DESCRIPTION EFFECTIVE DATE EXPIRATION DATE ----------------------------- --------------------------------------- -------------- --------------- Invesco Strategic Real Return Invesco will waive advisory fees in an 4/30/2014 06/30/2016 Fund amount equal to the advisory fees earned on underlying affiliated investments AIM INVESTMENT FUNDS (INVESCO INVESTMENT FUNDS WAIVER DESCRIPTION EFFECTIVE DATE EXPIRATION DATE ----------------------------- --------------------------------------- -------------- --------------- Invesco Global Targeted Invesco will waive advisory fees in an 12/17/2013 06/30/2016 Returns Fund amount equal to the advisory fees earned on underlying affiliated investments Invesco Strategic Income Fund Invesco will waive advisory fees in an 5/2/2014 06/30/2016 amount equal to the advisory fees earned on underlying affiliated investments Invesco Unconstrained Bond Invesco will waive advisory fees in an 10/14/2014 06/30/2016 Fund amount equal to the advisory fees earned on underlying affiliated investments AIM TREASURER'S SERIES TRUST (INVESCO TREASURER'S SERIES TRUST) WAIVER DESCRIPTION EFFECTIVE DATE EXPIRATION DATE ----------------------------- --------------------------------------- -------------- --------------- Premier Portfolio Invesco will waive advisory fees in the 2/1/2011 12/31/2015 amount of 0.07% of the Fund's average daily net assets Premier U.S. Government Money Invesco will waive advisory fees in the 2/1/2011 12/31/2015 Portfolio amount of 0.07% of the Fund's average daily net assets
EXHIBIT "B" AIM COUNSELOR SERIES TRUST (INVESCO COUNSELOR SERIES TRUST)
COMMITTED PORTFOLIO EFFECTIVE DATE UNTIL --------- ----------------- ------------- Invesco American Franchise Fund February 12, 2010 June 30, 2016 Invesco California Tax-Free Income Fund February 12, 2010 June 30, 2016 Invesco Core Plus Bond Fund June 2, 2009 June 30, 2016 Invesco Equally-Weighted S&P 500 Fund February 12, 2010 June 30, 2016 Invesco Equity and Income Fund February 12, 2010 June 30, 2016 Invesco Floating Rate Fund July 1, 2007 June 30, 2016 Invesco Global Real Estate Income Fund July 1, 2007 June 30, 2016 Invesco Growth and Income Fund February 12, 2010 June 30, 2016 Invesco Low Volatility Equity Yield Fund July 1, 2007 June 30, 2016 Invesco Pennsylvania Tax Free Income Fund February 12, 2010 June 30, 2016 Invesco S&P 500 Index Fund February 12, 2010 June 30, 2016 Invesco Small Cap Discovery Fund February 12, 2010 June 30, 2016 Invesco Strategic Real Return Fund April 30, 2014 June 30, 2016
AIM EQUITY FUNDS (INVESCO EQUITY FUNDS)
EFFECTIVE COMMITTED PORTFOLIO DATE UNTIL --------- ------------ ------------- Invesco Charter Fund July 1, 2007 June 30, 2016 Invesco Diversified Dividend Fund July 1, 2007 June 30, 2016 Invesco Summit Fund July 1, 2007 June 30, 2016
AIM FUNDS GROUP (INVESCO FUNDS GROUP)
EFFECTIVE COMMITTED FUND DATE UNTIL ---- ------------ ------------- Invesco European Small Company Fund July 1, 2007 June 30, 2016 Invesco Global Core Equity Fund July 1, 2007 June 30, 2016 Invesco International Small Company Fund July 1, 2007 June 30, 2016 Invesco Small Cap Equity Fund July 1, 2007 June 30, 2016
AIM GROWTH SERIES (INVESCO GROWTH SERIES)
COMMITTED FUND EFFECTIVE DATE UNTIL ---- ----------------- ------------- Invesco Alternative Strategies Fund February 12, 2010 June 30, 2016 Invesco Convertible Securities Fund February 12, 2010 June 30, 2016 Invesco Global Low Volatility Equity Yield Fund July 1, 2007 June 30, 2016 Invesco Mid Cap Core Equity Fund July 1, 2007 June 30, 2016 Invesco Multi-Asset Inflation Fund October 14, 2014 June 30, 2016 Invesco Small Cap Growth Fund July 1, 2007 June 30, 2016 Invesco U.S. Mortgage Fund February 12, 2010 June 30, 2016
AIM INTERNATIONAL MUTUAL FUNDS (INVESCO INTERNATIONAL MUTUAL FUNDS)
EFFECTIVE COMMITTED FUND DATE UNTIL ---- -------------- ------------- Invesco Asia Pacific Growth Fund July 1, 2007 June 30, 2016 Invesco European Growth Fund July 1, 2007 June 30, 2016 Invesco Global Growth Fund July 1, 2007 June 30, 2016 Invesco Global Opportunities Fund August 3, 2012 June 30, 2016 Invesco Global Small & Mid Cap Growth Fund July 1, 2007 June 30, 2016 Invesco International Core Equity Fund July 1, 2007 June 30, 2016 Invesco International Growth Fund July 1, 2007 June 30, 2016 Invesco Select Opportunities Fund August 3, 2012 June 30, 2016
AIM INVESTMENT FUNDS (INVESCO INVESTMENT FUNDS)
COMMITTED FUND EFFECTIVE DATE UNTIL ---- ------------------ ------------- Invesco All Cap Market Neutral Fund December 17, 2013 June 30, 2016 Invesco Balanced-Risk Allocation Fund/1/ May 29, 2009 June 30, 2016 Invesco Balanced-Risk Commodity Strategy Fund/2/ November 29, 2010 June 30, 2016 Invesco China Fund July 1, 2007 June 30, 2016 Invesco Developing Markets Fund July 1, 2007 June 30, 2016 Invesco Emerging Markets Equity Fund May 11, 2011 June 30, 2016 Invesco Emerging Market Local Currency Debt Fund June 14, 2010 June 30, 2016 Invesco Endeavor Fund July 1, 2007 June 30, 2016 Invesco Global Health Care Fund July 1, 2007 June 30, 2016 Invesco Global Infrastructure Fund May 2, 2014 June 30, 2016 Invesco Global Market Neutral Fund December 17, 2013 June 30, 2016 Invesco Global Markets Strategy Fund/3/ September 25, 2012 June 30, 2016 Invesco Global Targeted Returns Fund/4/ December 17, 2013 June 30, 2016 Invesco International Total Return Fund July 1, 2007 June 30, 2016 Invesco Long/Short Equity Fund December 17, 2013 June 30, 2016 Invesco Low Volatility Emerging Markets Fund December 17, 2013 June 30, 2016 Invesco Macro International Equity Fund December 17, 2013 June 30, 2016 Invesco Macro Long/Short Fund December 17, 2013 June 30, 2016 Invesco MLP Fund August 29, 2014 June 30, 2016 Invesco Pacific Growth Fund February 12, 2010 June 30, 2016 Invesco Premium Income Fund December 13, 2011 June 30, 2016 Invesco Select Companies Fund July 1, 2007 June 30, 2016 Invesco Strategic Income Fund May 2, 2014 June 30, 2016 Invesco Unconstrained Bond Fund October 14, 2014 June 30, 2016
AIM INVESTMENT SECURITIES FUNDS (INVESCO INVESTMENT SECURITIES FUNDS)
COMMITTED FUND EFFECTIVE DATE UNTIL ---- ----------------- ------------- Invesco Corporate Bond Fund February 12, 2010 June 30, 2016 Invesco Global Real Estate Fund July 1, 2007 June 30, 2016 Invesco High Yield Fund July 1, 2007 June 30, 2016 Invesco Limited Maturity Treasury Fund July 1, 2007 June 30, 2016 Invesco Money Market Fund July 1, 2007 June 30, 2016 Invesco Real Estate Fund July 1, 2007 June 30, 2016 Invesco Short Term Bond Fund July 1, 2007 June 30, 2016 Invesco U.S. Government Fund July 1, 2007 June 30, 2016
-------- /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)
COMMITTED FUND EFFECTIVE DATE UNTIL ---- ----------------- ------------- Invesco American Value Fund February 12, 2010 June 30, 2016 Invesco Comstock Fund February 12, 2010 June 30, 2016 Invesco Energy Fund July 1, 2007 June 30, 2016 Invesco Dividend Income Fund July 1, 2007 June 30, 2016 Invesco Gold & Precious Metals Fund July 1, 2007 June 30, 2016 Invesco Mid Cap Growth Fund February 12, 2010 June 30, 2016 Invesco Small Cap Value Fund February 12, 2010 June 30, 2016 Invesco Technology Fund July 1, 2007 June 30, 2016 Invesco Technology Sector Fund February 12, 2010 June 30, 2016 Invesco Value Opportunities Fund February 12, 2010 June 30, 2016
AIM TAX-EXEMPT FUNDS (INVESCO TAX-EXEMPT FUNDS)
COMMITTED FUND EFFECTIVE DATE UNTIL ---- ----------------- ------------- Invesco High Yield Municipal Fund February 12, 2010 June 30, 2016 Invesco Intermediate Term Municipal Income Fund February 12, 2010 June 30, 2016 Invesco Municipal Income Fund February 12, 2010 June 30, 2016 Invesco New York Tax Free Income Fund February 12, 2010 June 30, 2016 Invesco Tax-Exempt Cash Fund July 1, 2007 June 30, 2016 Invesco Tax-Free Intermediate Fund July 1, 2007 June 30, 2016
AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)
COMMITTED FUND EFFECTIVE DATE UNTIL ---- ----------------- ------------- Invesco V.I. American Franchise Fund February 12, 2010 June 30, 2016 Invesco V.I. American Value Fund February 12, 2010 June 30, 2016 Invesco V.I. Balanced-Risk Allocation Fund/5/ December 22, 2010 June 30, 2016 Invesco V.I. Comstock Fund February 12, 2010 June 30, 2016 Invesco V.I. Core Equity Fund July 1, 2007 June 30, 2016 Invesco V.I. Diversified Dividend Fund February 12, 2010 June 30, 2016 Invesco V.I. Diversified Income Fund July 1, 2007 June 30, 2016 Invesco V.I. Equally-Weighted S&P 500 Fund February 12, 2010 June 30, 2016 Invesco V.I. Equity and Income Fund February 12, 2010 June 30, 2016 Invesco V.I. Global Core Equity Fund February 12, 2010 June 30, 2016 Invesco V.I. Global Health Care Fund July 1, 2007 June 30, 2016 Invesco V.I. Global Real Estate Fund July 1, 2007 June 30, 2016 Invesco V.I. Government Securities Fund July 1, 2007 June 30, 2016 Invesco V.I. Growth and Income Fund February 12, 2010 June 30, 2016 Invesco V.I. High Yield Fund July 1, 2007 June 30, 2016 Invesco V.I. International Growth Fund July 1, 2007 June 30, 2016 Invesco V.I. Managed Volatility Fund July 1, 2007 June 30, 2016 Invesco V.I. Mid Cap Core Equity Fund July 1, 2007 June 30, 2016 Invesco V.I. Mid Cap Growth Fund February 12, 2010 June 30, 2016 Invesco V.I. Money Market Fund July 1, 2007 June 30, 2016 Invesco V.I. S&P 500 Index Fund February 12, 2010 June 30, 2016 Invesco V.I. Small Cap Equity Fund July 1, 2007 June 30, 2016 Invesco V.I. Technology Fund July 1, 2007 June 30, 2016 Invesco V.I. Value Opportunities Fund July 1, 2007 June 30, 2016
/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
EFFECTIVE COMMITTED FUND DATE UNTIL ---- ---------------- ------------- Invesco Balanced-Risk Aggressive Allocation Fund January 16, 2013 June 30, 2016
INVESCO MANAGEMENT TRUST
EFFECTIVE COMMITTED FUND DATE UNTIL ---- ------------ ------------- Invesco Conservative Income Fund July 1, 2014 June 30, 2016
CLOSED-END FUNDS
EFFECTIVE COMMITTED FUND DATE UNTIL ---- ------------ ------------- Invesco Advantage Municipal Income Trust II May 15, 2012 June 30, 2016 Invesco Bond Fund May 15, 2012 June 30, 2016 Invesco California Value Municipal Income Trust May 15, 2012 June 30, 2016 Invesco Dynamic Credit Opportunities Fund May 15, 2012 June 30, 2016 Invesco Exchange Fund May 15, 2012 June 30, 2016 Invesco High Income Trust II May 15, 2012 June 30, 2016 Invesco Municipal Income Opportunities Trust June 1, 2010 June 30, 2016 Invesco Municipal Opportunity Trust May 15, 2012 June 30, 2016 Invesco Municipal Trust May 15, 2012 June 30, 2016 Invesco Pennsylvania Value Municipal Income Trust May 15, 2012 June 30, 2016 Invesco Quality Municipal Income Trust June 1, 2010 June 30, 2016 Invesco Senior Income Trust May 15, 2012 June 30, 2016 Invesco Senior Loan Fund May 15, 2012 June 30, 2016 Invesco Trust for Investment Grade Municipals May 15, 2012 June 30, 2016 Invesco Trust for Investment Grade New York Municipals May 15, 2012 June 30, 2016 Invesco Value Municipal Income Trust June 1, 2010 June 30, 2016
Sub-Item 77Q1(e) MEMORANDUM OF AGREEMENT (EXPENSE LIMITATIONS) This Memorandum of Agreement is entered into as of the Effective Date on the attached exhibits (the "Exhibits"), between AIM Counselor Series Trust (Invesco Counselor Series Trust), AIM Equity Funds (Invesco Equity Funds), AIM Funds Group (Invesco Funds Group), AIM Growth Series (Invesco Growth Series), AIM International Mutual Funds (Invesco International Mutual Funds), AIM Investment Funds (Invesco Investment Funds), AIM Investment Securities Funds (Invesco Investment Securities Funds), AIM Sector Funds (Invesco Sector Funds), AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds), AIM Variable Insurance Funds (Invesco Variable Insurance Funds), Invesco California Value Municipal Trust, Invesco High Income Trust II, Invesco Management Trust, Invesco Municipal Income Opportunities Trust, Invesco Quality Municipal Income Trust, Invesco Securities Trust, Invesco Trust for Investment Grade New York Municipals, 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 CALIFORNIA VALUE MUNICIPAL INCOME TRUST INVESCO HIGH INCOME TRUST II INVESCO MANAGEMENT TRUST INVESCO MUNICIPAL INCOME OPPORTUNITIES TRUST INVESCO QUALITY MUNICIPAL INCOME TRUST INVESCO SECURITIES TRUST INVESCO TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS 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 December 3, 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, 2015 Class B Shares Contractual 2.75% July 1, 2013 June 30, 2015 Class C Shares Contractual 2.75% July 1, 2013 June 30, 2015 Class R Shares Contractual 2.25% July 1, 2013 June 30, 2015 Class R5 Shares Contractual 1.75% July 1, 2013 June 30, 2015 Class R6 Shares Contractual 1.75% July 1, 2013 June 30, 2015 Class Y Shares Contractual 1.75% July 1, 2013 June 30, 2015 Invesco California Tax-Free Income Fund Class A Shares Contractual 1.50% July 1, 2012 June 30, 2015 Class B Shares Contractual 2.00% July 1, 2012 June 30, 2015 Class C Shares Contractual 2.00% July 1, 2012 June 30, 2015 Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2015 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 Core Plus Bond Fund Class A Shares Contractual 0.86% January 1, 2015 December 31, 2015 Class B Shares Contractual 1.61% January 1, 2015 December 31, 2015 Class C Shares Contractual 1.61% January 1, 2015 December 31, 2015 Class R Shares Contractual 1.11% January 1, 2015 December 31, 2015 Class R5 Shares Contractual 0.61% January 1, 2015 December 31, 2015 Class R6 Shares Contractual 0.61% January 1, 2015 December 31, 2015 Class Y Shares Contractual 0.61% January 1, 2015 December 31, 2015 Invesco Equally-Weighted S&P 500 Fund Class A Shares Contractual 2.00% July 1, 2012 June 30, 2015 Class B Shares Contractual 2.75% July 1, 2012 June 30, 2015 Class C Shares Contractual 2.75% July 1, 2012 June 30, 2015 Class R Shares Contractual 2.25% July 1, 2012 June 30, 2015 Class R6 Shares Contractual 1.75% September 24, 2012 June 30, 2015 Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2015 Invesco Equity and Income Fund Class A Shares Contractual 1.50% July 1, 2012 June 30, 2015 Class B Shares Contractual 2.25% July 1, 2012 June 30, 2015 Class C Shares Contractual 2.25% July 1, 2012 June 30, 2015 Class R Shares Contractual 1.75% July 1, 2012 June 30, 2015 Class R5 Shares Contractual 1.25% July 1, 2012 June 30, 2015 Class R6 Shares Contractual 1.25% September 24, 2012 June 30, 2015 Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2015 Invesco Floating Rate Fund Class A Shares Contractual 1.50% April 14, 2006 June 30, 2015 Class C Shares Contractual 2.00% April 14, 2006 June 30, 2015 Class R Shares Contractual 1.75% April 14, 2006 June 30, 2015 Class R5 Shares Contractual 1.25% April 14, 2006 June 30, 2015 Class R6 Shares Contractual 1.25% September 24, 2012 June 30, 2015 Class Y Shares Contractual 1.25% October 3, 2008 June 30, 2015
See page 16 for footnotes to Exhibit A. 3 as of December 3, 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, 2015 Class B Shares Contractual 2.75% July 1, 2009 June 30, 2015 Class C Shares Contractual 2.75% July 1, 2009 June 30, 2015 Class R5 Shares Contractual 1.75% July 1, 2009 June 30, 2015 Class R6 Shares Contractual 1.75% September 24, 2012 June 30, 2015 Class Y Shares Contractual 1.75% July 1, 2009 June 30, 2015 Invesco Growth and Income Fund Class A Shares Contractual 2.00% July 1, 2012 June 30, 2015 Class B Shares Contractual 2.75% July 1, 2012 June 30, 2015 Class C Shares Contractual 2.75% July 1, 2012 June 30, 2015 Class R Shares Contractual 2.25% July 1, 2012 June 30, 2015 Class R5 Shares Contractual 1.75% July 1, 2012 June 30, 2015 Class R6 Shares Contractual 1.75% September 24, 2012 June 30, 2015 Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2015 Invesco Low Volatility Equity Yield Fund Class A Shares Contractual 2.00% July 1, 2012 June 30, 2015 Class B Shares Contractual 2.75% July 1, 2012 June 30, 2015 Class C Shares Contractual 2.75% July 1, 2012 June 30, 2015 Class R Shares Contractual 2.25% July 1, 2012 June 30, 2015 Class R5 Shares Contractual 1.75% July 1, 2012 June 30, 2015 Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2015 Investor Class Shares Contractual 2.00% July 1, 2012 June 30, 2015 Invesco Pennsylvania Tax Free Income Fund Class A Shares Contractual 1.50% July 1, 2012 June 30, 2015 Class B Shares Contractual 2.25% July 1, 2012 June 30, 2015 Class C Shares Contractual 2.25% July 1, 2012 June 30, 2015 Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2015 Invesco S&P 500 Index Fund Class A Shares Contractual 2.00% July 1, 2012 June 30, 2015 Class B Shares Contractual 2.75% July 1, 2012 June 30, 2015 Class C Shares Contractual 2.75% July 1, 2012 June 30, 2015 Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2015 Invesco Small Cap Discovery Fund Class A Shares Contractual 2.00% July 1, 2012 June 30, 2015 Class B Shares Contractual 2.75% July 1, 2012 June 30, 2015 Class C Shares Contractual 2.75% July 1, 2012 June 30, 2015 Class R5 Shares Contractual 1.75% September 24, 2012 June 30, 2015 Class R6 Shares Contractual 1.75% September 24, 2012 June 30, 2015 Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2015 Invesco Strategic Real Return Fund Class A Shares Contractual 0.82% less net AFFE* April 30, 2014 December 31, 2015 Class C Shares Contractual 1.57% less net AFFE* April 30, 2014 December 31, 2015 Class R Shares Contractual 1.07% less net AFFE* April 30, 2014 December 31, 2015 Class R5 Shares Contractual 0.57% less net AFFE* April 30, 2014 December 31, 2015 Class R6 Shares Contractual 0.57% less net AFFE* April 30, 2014 December 31, 2015 Class Y Shares Contractual 0.57% less net AFFE* April 30, 2014 December 31, 2015
See page 16 for footnotes to Exhibit A. 4 as of December 3, 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, 2015 Class B Shares Contractual 2.75% July 1, 2009 June 30, 2015 Class C Shares Contractual 2.75% July 1, 2009 June 30, 2015 Class R Shares Contractual 2.25% July 1, 2009 June 30, 2015 Class R5 Shares Contractual 1.75% July 1, 2009 June 30, 2015 Class R6 Shares Contractual 1.75% September 24, 2012 June 30, 2015 Class S Shares Contractual 1.90% September 25, 2009 June 30, 2015 Class Y Shares Contractual 1.75% July 1, 2009 June 30, 2015 Invesco Diversified Dividend Fund Class A Shares Contractual 2.00% July 1, 2013 June 30, 2015 Class B Shares Contractual 2.75% July 1, 2013 June 30, 2015 Class C Shares Contractual 2.75% July 1, 2013 June 30, 2015 Class R Shares Contractual 2.25% July 1, 2013 June 30, 2015 Class R5 Shares Contractual 1.75% July 1, 2013 June 30, 2015 Class R6 Shares Contractual 1.75% July 1, 2013 June 30, 2015 Class Y Shares Contractual 1.75% July 1, 2013 June 30, 2015 Investor Class Shares Contractual 2.00% July 1, 2013 June 30, 2015 Invesco Summit Fund Class A Shares Contractual 2.00% July 1, 2009 June 30, 2015 Class B Shares Contractual 2.75% July 1, 2009 June 30, 2015 Class C Shares Contractual 2.75% July 1, 2009 June 30, 2015 Class P Shares Contractual 1.85% July 1, 2009 June 30, 2015 Class R5 Shares Contractual 1.75% July 1, 2009 June 30, 2015 Class S Shares Contractual 1.90% September 25, 2009 June 30, 2015 Class Y Shares Contractual 1.75% July 1, 2009 June 30, 2015
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, 2015 Class B Shares Contractual 3.00% July 1, 2009 June 30, 2015 Class C Shares Contractual 3.00% July 1, 2009 June 30, 2015 Class Y Shares Contractual 2.00% July 1, 2009 June 30, 2015 Invesco Global Core Equity Fund Class A Shares Contractual 2.25% July 1, 2013 June 30, 2015 Class B Shares Contractual 3.00% July 1, 2013 June 30, 2015 Class C Shares Contractual 3.00% July 1, 2013 June 30, 2015 Class R Shares Contractual 2.50% July 1, 2013 June 30, 2015 Class R5 Shares Contractual 2.00% July 1, 2013 June 30, 2015 Class Y Shares Contractual 2.00% July 1, 2013 June 30, 2015 Invesco International Small Company Fund Class A Shares Contractual 2.25% July 1, 2009 June 30, 2015 Class B Shares Contractual 3.00% July 1, 2009 June 30, 2015 Class C Shares Contractual 3.00% July 1, 2009 June 30, 2015 Class R5 Shares Contractual 2.00% July 1, 2009 June 30, 2015 Class R6 Shares Contractual 2.00% September 24, 2012 June 30, 2015 Class Y Shares Contractual 2.00% July 1, 2009 June 30, 2015
See page 16 for footnotes to Exhibit A. 5 as of December 3, 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, 2015 Class B Shares Contractual 2.75% July 1, 2009 June 30, 2015 Class C Shares Contractual 2.75% July 1, 2009 June 30, 2015 Class R Shares Contractual 2.25% July 1, 2009 June 30, 2015 Class R5 Shares Contractual 1.75% July 1, 2009 June 30, 2015 Class R6 Shares Contractual 1.75% September 24, 2012 June 30, 2015 Class Y Shares Contractual 1.75% July 1, 2009 June 30, 2015
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 0.52% October 14, 2014 October 31, 2016 Class C Shares Contractual 1.27% October 14, 2014 October 31, 2016 Class R Shares Contractual 0.77% October 14, 2014 October 31, 2016 Class R5 Shares Contractual 0.27% October 14, 2014 October 31, 2016 Class R6 Shares Contractual 0.27% October 14, 2014 October 31, 2016 Class Y Shares Contractual 0.27% October 14, 2014 October 31, 2016 Invesco Balanced-Risk Retirement 2020 Fund Class A Shares Contractual 0.25% November 4, 2009 April 30, 2016 Class AX Shares Contractual 0.25% February 12, 2010 April 30, 2016 Class B Shares Contractual 1.00% November 4, 2009 April 30, 2016 Class C Shares Contractual 1.00% November 4, 2009 April 30, 2016 Class CX Shares Contractual 1.00% February 12, 2010 April 30, 2016 Class R Shares Contractual 0.50% November 4, 2009 April 30, 2016 Class R5 Shares Contractual 0.00% November 4, 2009 April 30, 2016 Class R6 Shares Contractual 0.00% September 24, 2012 April 30, 2016 Class RX Shares Contractual 0.50% February 12, 2010 April 30, 2016 Class Y Shares Contractual 0.00% November 4, 2009 April 30, 2016 Invesco Balanced-Risk Retirement 2030 Fund Class A Shares Contractual 0.25% November 4, 2009 April 30, 2016 Class AX Shares Contractual 0.25% February 12, 2010 April 30, 2016 Class B Shares Contractual 1.00% November 4, 2009 April 30, 2016 Class C Shares Contractual 1.00% November 4, 2009 April 30, 2016 Class CX Shares Contractual 1.00% February 12, 2010 April 30, 2016 Class R Shares Contractual 0.50% November 4, 2009 April 30, 2016 Class R5 Shares Contractual 0.00% November 4, 2009 April 30, 2016 Class R6 Shares Contractual 0.00% September 24, 2012 April 30, 2016 Class RX Shares Contractual 0.50% February 12, 2010 April 30, 2016 Class Y Shares Contractual 0.00% November 4, 2009 April 30, 2016 Invesco Balanced-Risk Retirement 2040 Fund Class A Shares Contractual 0.25% November 4, 2009 April 30, 2016 Class AX Shares Contractual 0.25% February 12, 2010 April 30, 2016 Class B Shares Contractual 1.00% November 4, 2009 April 30, 2016 Class C Shares Contractual 1.00% November 4, 2009 April 30, 2016 Class CX Shares Contractual 1.00% February 12, 2010 April 30, 2016 Class R Shares Contractual 0.50% November 4, 2009 April 30, 2016 Class R5 Shares Contractual 0.00% November 4, 2009 April 30, 2016 Class R6 Shares Contractual 0.00% September 24, 2012 April 30, 2016 Class RX Shares Contractual 0.50% February 12, 2010 April 30, 2016 Class Y Shares Contractual 0.00% November 4, 2009 April 30, 2016
See page 16 for footnotes to Exhibit A. 6 as of December 3, 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, 2016 Class AX Shares Contractual 0.25% February 12, 2010 April 30, 2016 Class B Shares Contractual 1.00% November 4, 2009 April 30, 2016 Class C Shares Contractual 1.00% November 4, 2009 April 30, 2016 Class CX Shares Contractual 1.00% February 12, 2010 April 30, 2016 Class R Shares Contractual 0.50% November 4, 2009 April 30, 2016 Class R5 Shares Contractual 0.00% November 4, 2009 April 30, 2016 Class R6 Shares Contractual 0.00% September 24, 2012 April 30, 2016 Class RX Shares Contractual 0.50% February 12, 2010 April 30, 2016 Class Y Shares Contractual 0.00% November 4, 2009 April 30, 2016 Invesco Balanced-Risk Retirement Now Fund Class A Shares Contractual 0.25% November 4, 2009 April 30, 2016 Class AX Shares Contractual 0.25% February 12, 2010 April 30, 2016 Class B Shares Contractual 1.00% November 4, 2009 April 30, 2016 Class C Shares Contractual 1.00% November 4, 2009 April 30, 2016 Class CX Shares Contractual 1.00% February 12, 2010 April 30, 2016 Class R Shares Contractual 0.50% November 4, 2009 April 30, 2016 Class R5 Shares Contractual 0.00% November 4, 2009 April 30, 2016 Class R6 Shares Contractual 0.00% September 24, 2012 April 30, 2016 Class RX Shares Contractual 0.50% February 12, 2010 April 30, 2016 Class Y Shares Contractual 0.00% November 4, 2009 April 30, 2016 Invesco Conservative Allocation Fund Class A Shares Contractual 1.50% July 1, 2012 June 30, 2015 Class B Shares Contractual 2.25% July 1, 2012 June 30, 2015 Class C Shares Contractual 2.25% July 1, 2012 June 30, 2015 Class R Shares Contractual 1.75% July 1, 2012 June 30, 2015 Class R5 Shares Contractual 1.25% July 1, 2012 June 30, 2015 Class S Shares Contractual 1.40% July 1, 2012 June 30, 2015 Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2015 Invesco Convertible Securities Fund Class A Shares Contractual 1.50% July 1, 2012 June 30, 2015 Class B Shares Contractual 2.25% July 1, 2012 June 30, 2015 Class C Shares Contractual 2.25% July 1, 2012 June 30, 2015 Class R5 Shares Contractual 1.25% July 1, 2012 June 30, 2015 Class R6 Shares Contractual 1.25% September 24, 2012 June 30, 2015 Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2015 Invesco Global Low Volatility Equity Yield Fund Class A Shares Contractual 2.25% July 1, 2009 June 30, 2015 Class B Shares Contractual 3.00% July 1, 2009 June 30, 2015 Class C Shares Contractual 3.00% July 1, 2009 June 30, 2015 Class R Shares Contractual 2.50% July 1, 2009 June 30, 2015 Class R5 Shares Contractual 2.00% July 1, 2009 June 30, 2015 Class Y Shares Contractual 2.00% July 1, 2009 June 30, 2015 Invesco Growth Allocation Fund Class A Shares Contractual 2.00% July 1, 2012 June 30, 2015 Class B Shares Contractual 2.75% July 1, 2012 June 30, 2015 Class C Shares Contractual 2.75% July 1, 2012 June 30, 2015 Class R Shares Contractual 2.25% July 1, 2012 June 30, 2015 Class R5 Shares Contractual 1.75% July 1, 2012 June 30, 2015 Class S Shares Contractual 1.90% July 1, 2012 June 30, 2015 Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2015
See page 16 for footnotes to Exhibit A. 7 as of December 3, 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, 2016 Class B Shares Contractual 1.00% May 1, 2012 April 30, 2016 Class C Shares Contractual 1.00% May 1, 2012 April 30, 2016 Class R Shares Contractual 0.50% May 1, 2012 April 30, 2016 Class R5 Shares Contractual 0.00% May 1, 2012 April 30, 2016 Class Y Shares Contractual 0.00% May 1, 2012 April 30, 2016 Invesco International Allocation Fund Class A Shares Contractual 2.25% May 1, 2012 June 30, 2015 Class B Shares Contractual 3.00% May 1, 2012 June 30, 2015 Class C Shares Contractual 3.00% May 1, 2012 June 30, 2015 Class R Shares Contractual 2.50% May 1, 2012 June 30, 2015 Class R5 Shares Contractual 2.00% May 1, 2012 June 30, 2015 Class Y Shares Contractual 2.00% May 1, 2012 June 30, 2015 Invesco Mid Cap Core Equity Fund Class A Shares Contractual 2.00% July 1, 2009 June 30, 2015 Class B Shares Contractual 2.75% July 1, 2009 June 30, 2015 Class C Shares Contractual 2.75% July 1, 2009 June 30, 2015 Class R Shares Contractual 2.25% July 1, 2009 June 30, 2015 Class R5 Shares Contractual 1.75% July 1, 2009 June 30, 2015 Class R6 Shares Contractual 1.75% September 24, 2012 June 30, 2015 Class Y Shares Contractual 1.75% July 1, 2009 June 30, 2015 Invesco Moderate Allocation Fund Class A Shares Contractual 1.50% July 1, 2012 June 30, 2015 Class B Shares Contractual 2.25% July 1, 2012 June 30, 2015 Class C Shares Contractual 2.25% July 1, 2012 June 30, 2015 Class R Shares Contractual 1.75% July 1, 2012 June 30, 2015 Class R5 Shares Contractual 1.25% July 1, 2012 June 30, 2015 Class S Shares Contractual 1.40% July 1, 2012 June 30, 2015 Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2015 Invesco Multi-Asset Inflation Fund Class A Shares Contractual 1.36% less net AFFE* October 14, 2014 April 30, 2016 Class C Shares Contractual 2.11% less net AFFE* October 14, 2014 April 30, 2016 Class R Shares Contractual 1.61% less net AFFE* October 14, 2014 April 30, 2016 Class R5 Shares Contractual 1.11% less net AFFE* October 14, 2014 April 30, 2016 Class R6 Shares Contractual 1.11% less net AFFE* October 14, 2014 April 30, 2016 Class Y Shares Contractual 1.11% less net AFFE* October 14, 2014 April 30, 2016 Invesco Small Cap Growth Fund Class A Shares Contractual 2.00% July 1, 2009 June 30, 2015 Class B Shares Contractual 2.75% July 1, 2009 June 30, 2015 Class C Shares Contractual 2.75% July 1, 2009 June 30, 2015 Class R Shares Contractual 2.25% July 1, 2009 June 30, 2015 Class R5 Shares Contractual 1.75% July 1, 2009 June 30, 2015 Class R6 Shares Contractual 1.75% September 24, 2012 June 30, 2015 Class Y Shares Contractual 1.75% July 1, 2009 June 30, 2015 Investor Class Shares Contractual 2.00% July 1, 2009 June 30, 2015 Invesco U.S. Mortgage Fund Class A Shares Contractual 1.50% July 1, 2012 June 30, 2015 Class B Shares Contractual 2.25% July 1, 2012 June 30, 2015 Class C Shares Contractual 2.25% July 1, 2012 June 30, 2015 Class R5 Shares Contractual 1.25% July 1, 2012 June 30, 2015 Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2015
See page 16 for footnotes to Exhibit A. 8 as of December 3, 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, 2015 Class B Shares Contractual 3.00% July 1, 2009 June 30, 2015 Class C Shares Contractual 3.00% July 1, 2009 June 30, 2015 Class Y Shares Contractual 2.00% July 1, 2009 June 30, 2015 Invesco European Growth Fund Class A Shares Contractual 2.25% July 1, 2009 June 30, 2015 Class B Shares Contractual 3.00% July 1, 2009 June 30. 2015 Class C Shares Contractual 3.00% July 1, 2009 June 30, 2015 Class R Shares Contractual 2.50% July 1, 2009 June 30, 2015 Class Y Shares Contractual 2.00% July 1, 2009 June 30, 2015 Investor Class Shares Contractual 2.25% July 1, 2009 June 30, 2015 Invesco Global Growth Fund Class A Shares Contractual 2.25% January 1, 2013 June 30, 2015 Class B Shares Contractual 3.00% January 1, 2013 June 30. 2015 Class C Shares Contractual 3.00% January 1, 2013 June 30, 2015 Class R5 Shares Contractual 2.00% January 1, 2013 June 30, 2015 Class R6 Shares Contractual 2.00% January 1, 2013 June 30, 2015 Class Y Shares Contractual 2.00% January 1, 2013 June 30, 2015 Invesco Global Opportunities Fund Class A Shares Contractual 1.36% August 1, 2012 February 29, 2016 Class C Shares Contractual 2.11% August 1, 2012 February 29, 2016 Class R Shares Contractual 1.61% August 1, 2012 February 29, 2016 Class R5 Shares Contractual 1.11% August 1, 2012 February 29, 2016 Class R6 Shares Contractual 1.11% September 24, 2012 February 29, 2016 Class Y Shares Contractual 1.11% August 1, 2012 February 29, 2016 Invesco Global Small & Mid Cap Growth Fund Class A Shares Contractual 2.25% July 1, 2009 June 30. 2015 Class B Shares Contractual 3.00% July 1, 2009 June 30, 2015 Class C Shares Contractual 3.00% July 1, 2009 June 30, 2015 Class R5 Shares Contractual 2.00% July 1, 2009 June 30, 2015 Class Y Shares Contractual 2.00% July 1, 2009 June 30, 2015 Invesco International Core Equity Fund Class A Shares Contractual 2.25% July 1, 2009 June 30. 2015 Class B Shares Contractual 3.00% July 1, 2009 June 30, 2015 Class C Shares Contractual 3.00% July 1, 2009 June 30, 2015 Class R Shares Contractual 2.50% July 1, 2009 June 30, 2015 Class R5 Shares Contractual 2.00% July 1, 2009 June 30, 2015 Class R6 Shares Contractual 2.00% September 24, 2012 June 30, 2015 Class Y Shares Contractual 2.00% July 1, 2009 June 30, 2015 Investor Class Shares Contractual 2.25% July 1, 2009 June 30, 2015 Invesco International Growth Fund Class A Shares Contractual 2.25% July 1, 2013 June 30, 2015 Class B Shares Contractual 3.00% July 1, 2013 June 30, 2015 Class C Shares Contractual 3.00% July 1, 2013 June 30, 2015 Class R Shares Contractual 2.50% July 1, 2013 June 30, 2015 Class R5 Shares Contractual 2.00% July 1, 2013 June 30, 2015 Class R6 Shares Contractual 2.00% July 1, 2013 June 30, 2015 Class Y Shares Contractual 2.00% July 1, 2013 June 30, 2015
See page 16 for footnotes to Exhibit A. 9 as of December 3, 2014
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE ---- ------------ ---------- ------------------ ----------------- Invesco Select Opportunities Fund Class A Shares Contractual 1.51% August 1, 2012 February 29, 2016 Class C Shares Contractual 2.26% August 1, 2012 February 29, 2016 Class R Shares Contractual 1.76% August 1, 2012 February 29, 2016 Class R5 Shares Contractual 1.26% August 1, 2012 February 29, 2016 Class R6 Shares Contractual 1.26% September 24, 2012 February 29, 2016 Class Y Shares Contractual 1.26% August 1, 2012 February 29, 2016
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 February 29, 2016 Class C Shares Contractual 2.37% December 17, 2013 February 29, 2016 Class R Shares Contractual 1.87% December 17, 2013 February 29, 2016 Class R5 Shares Contractual 1.37% December 17, 2013 February 29, 2016 Class R6 Shares Contractual 1.37% December 17, 2013 February 29, 2016 Class Y Shares Contractual 1.37% December 17, 2013 February 29, 2016 Invesco Balanced-Risk Allocation Fund/3/ Class A Shares Contractual 2.00% July 1, 2012 June 30. 2015 Class B Shares Contractual 2.75% July 1, 2012 June 30, 2015 Class C Shares Contractual 2.75% July 1, 2012 June 30, 2015 Class R Shares Contractual 2.25% July 1, 2012 June 30, 2015 Class R5 Shares Contractual 1.75% July 1, 2012 June 30, 2015 Class R6 Shares Contractual 1.75% September 24, 2012 June 30, 2015 Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2015 Invesco Balanced-Risk Commodity Strategy Fund/4/ Class A Shares Contractual 2.00% July 1, 2014 June 30. 2015 Class B Shares Contractual 2.75% July 1, 2014 June 30, 2015 Class C Shares Contractual 2.75% July 1, 2014 June 30, 2015 Class R Shares Contractual 2.25% July 1, 2014 June 30, 2015 Class R5 Shares Contractual 1.75% July 1, 2014 June 30, 2015 Class R6 Shares Contractual 1.75% July 1, 2014 June 30, 2015 Class Y Shares Contractual 1.75% July 1, 2014 June 30, 2015 Invesco China Fund Class A Shares Contractual 2.25% July 1, 2009 June 30, 2015 Class B Shares Contractual 3.00% July 1, 2009 June 30, 2015 Class C Shares Contractual 3.00% July 1, 2009 June 30, 2015 Class R5 Shares Contractual 2.00% July 1, 2009 June 30, 2015 Class Y Shares Contractual 2.00% July 1, 2009 June 30, 2015 Invesco Developing Markets Fund Class A Shares Contractual 2.25% July 1, 2012 June 30. 2015 Class B Shares Contractual 3.00% July 1, 2012 June 30, 2015 Class C Shares Contractual 3.00% July 1, 2012 June 30, 2015 Class R5 Shares Contractual 2.00% July 1, 2012 June 30, 2015 Class R6 Shares Contractual 2.00% September 24, 2012 June 30, 2015 Class Y Shares Contractual 2.00% July 1, 2012 June 30, 2015 Invesco Emerging Markets Equity Fund Class A Shares Contractual 1.85% May 11, 2011 February 29, 2016 Class C Shares Contractual 2.60% May 11, 2011 February 29, 2016 Class R Shares Contractual 2.10% May 11, 2011 February 29, 2016 Class R5 Shares Contractual 1.60% May 11, 2011 February 29, 2016 Class R6 Shares Contractual 1.60% September 24, 2012 February 29, 2016 Class Y Shares Contractual 1.60% May 11, 2011 February 29, 2016
See page 16 for footnotes to Exhibit A. 10 as of December 3, 2014
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE ---- ------------ -------------------- ------------------ ----------------- Invesco Emerging Market Local Currency Debt Fund Class A Shares Contractual 1.24% June 14, 2010 February 29, 2016 Class B Shares Contractual 1.99% June 14, 2010 February 29, 2016 Class C Shares Contractual 1.99% June 14, 2010 February 29, 2016 Class R Shares Contractual 1.49% June 14, 2010 February 29, 2016 Class Y Shares Contractual 0.99% June 14, 2010 February 29, 2016 Class R5 Shares Contractual 0.99% June 14, 2010 February 29, 2016 Class R6 Shares Contractual 0.99% September 24, 2012 February 29, 2016 Invesco Endeavor Fund Class A Shares Contractual 2.00% July 1, 2009 June 30. 2015 Class B Shares Contractual 2.75% July 1, 2009 June 30, 2015 Class C Shares Contractual 2.75% July 1, 2009 June 30, 2015 Class R Shares Contractual 2.25% July 1, 2009 June 30, 2015 Class R5 Shares Contractual 1.75% July 1, 2009 June 30, 2015 Class R6 Shares Contractual 1.75% September 24, 2012 June 30, 2015 Class Y Shares Contractual 1.75% July 1, 2009 June 30, 2015 Invesco Global Health Care Fund Class A Shares Contractual 2.00% July 1, 2012 June 30. 2015 Class B Shares Contractual 2.75% July 1, 2012 June 30, 2015 Class C Shares Contractual 2.75% July 1, 2012 June 30, 2015 Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2015 Investor Class Shares Contractual 2.00% July 1, 2012 June 30, 2015 Invesco Global Infrastructure Fund Class A Shares Contractual 1.40% May 2, 2014 February 29, 2016 Class C Shares Contractual 2.15% May 2, 2014 February 29, 2016 Class R Shares Contractual 1.65% May 2, 2014 February 29, 2016 Class Y Shares Contractual 1.15% May 2, 2014 February 29, 2016 Class R5 Shares Contractual 1.15% May 2, 2014 February 29, 2016 Class R6 Shares Contractual 1.15% May 2, 2014 February 29, 2016 Invesco Global Markets Strategy Fund/5/ Class A Shares Contractual 1.80% less net AFFE* December 17, 2013 February 29, 2016 Class C Shares Contractual 2.55% less net AFFE* December 17, 2013 February 29, 2016 Class R Shares Contractual 2.05% less net AFFE* December 17, 2013 February 29, 2016 Class R5 Shares Contractual 1.55% less net AFFE* December 17, 2013 February 29, 2016 Class R6 Shares Contractual 1.55% less net AFFE* December 17, 2013 February 29, 2016 Class Y Shares Contractual 1.55% less net AFFE* December 17, 2013 February 29, 2016 Invesco Global Market Neutral Fund Class A Shares Contractual 1.62% December 17, 2013 February 29, 2016 Class C Shares Contractual 2.37% December 17, 2013 February 29, 2016 Class R Shares Contractual 1.87% December 17, 2013 February 29, 2016 Class R5 Shares Contractual 1.37% December 17, 2013 February 29, 2016 Class R6 Shares Contractual 1.37% December 17, 2013 February 29, 2016 Class Y Shares Contractual 1.37% December 17, 2013 February 29, 2016 Invesco Global Targeted Returns Fund/6/ Class A Shares Contractual 1.80% less net AFFE* December 17, 2013 February 29, 2016 Class C Shares Contractual 2.55% less net AFFE* December 17, 2013 February 29, 2016 Class R Shares Contractual 2.05% less net AFFE* December 17, 2013 February 29, 2016 Class R5 Shares Contractual 1.55% less net AFFE* December 17, 2013 February 29, 2016 Class R6 Shares Contractual 1.55% less net AFFE* December 17, 2013 February 29, 2016 Class Y Shares Contractual 1.55% less net AFFE* December 17, 2013 February 29, 2016
See page 16 for footnotes to Exhibit A. 11 as of December 3, 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 29, 2016 Class B Shares Contractual 1.85% March 31, 2006 February 29, 2016 Class C Shares Contractual 1.85% March 31, 2006 February 29, 2016 Class R5 Shares Contractual 0.85% October 3, 2008 February 29, 2016 Class R6 Shares Contractual 0.85% September 24, 2012 February 29, 2016 Class Y Shares Contractual 0.85% March 31, 2006 February 29, 2016 Invesco Long/Short Equity Fund Class A Shares Contractual 1.87% December 17, 2013 February 29, 2016 Class C Shares Contractual 2.62% December 17, 2013 February 29, 2016 Class R Shares Contractual 2.12% December 17, 2013 February 29, 2016 Class R5 Shares Contractual 1.62% December 17, 2013 February 29, 2016 Class R6 Shares Contractual 1.62% December 17, 2013 February 29, 2016 Class Y Shares Contractual 1.62% December 17, 2013 February 29, 2016 Invesco Low Volatility Emerging Markets Fund Class A Shares Contractual 1.72% December 17, 2013 February 29, 2016 Class C Shares Contractual 2.47% December 17, 2013 February 29, 2016 Class R Shares Contractual 1.97% December 17, 2013 February 29, 2016 Class R5 Shares Contractual 1.47% December 17, 2013 February 29, 2016 Class R6 Shares Contractual 1.47% December 17, 2013 February 29, 2016 Class Y Shares Contractual 1.47% December 17, 2013 February 29, 2016 Invesco MLP Fund Class A Shares Contractual 1.50% August 29, 2014 February 29, 2016 Class C Shares Contractual 2.25% August 29, 2014 February 29, 2016 Class R Shares Contractual 1.75% August 29, 2014 February 29, 2016 Class R5 Shares Contractual 1.25% August 29, 2014 February 29, 2016 Class R6 Shares Contractual 1.25% August 29, 2014 February 29, 2016 Class Y Shares Contractual 1.25% August 29, 2014 February 29, 2016 Invesco Macro International Equity Fund Class A Shares Contractual 1.43% December 17, 2013 February 29, 2016 Class C Shares Contractual 2.18% December 17, 2013 February 29, 2016 Class R Shares Contractual 1.68% December 17, 2013 February 29, 2016 Class R5 Shares Contractual 1.18% December 17, 2013 February 29, 2016 Class R6 Shares Contractual 1.18% December 17, 2013 February 29, 2016 Class Y Shares Contractual 1.18% December 17, 2013 February 29, 2016 Invesco Macro Long/Short Fund Class A Shares Contractual 1.87% December 17, 2013 February 29, 2016 Class C Shares Contractual 2.62% December 17, 2013 February 29, 2016 Class R Shares Contractual 2.12% December 17, 2013 February 29, 2016 Class R5 Shares Contractual 1.62% December 17, 2013 February 29, 2016 Class R6 Shares Contractual 1.62% December 17, 2013 February 29, 2016 Class Y Shares Contractual 1.62% December 17, 2013 February 29, 2016 Invesco Pacific Growth Fund Class A Shares Contractual 2.25% July 1, 2012 June 30. 2015 Class B Shares Contractual 3.00% July 1, 2012 June 30, 2015 Class C Shares Contractual 3.00% July 1, 2012 June 30, 2015 Class R Shares Contractual 2.50% July 1, 2012 June 30, 2015 Class R5 Shares Contractual 2.00% July 1, 2012 June 30, 2015 Class Y Shares Contractual 2.00% July 1, 2012 June 30, 2015
See page 16 for footnotes to Exhibit A. 12 as of December 3, 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 Premium Income Fund Class A Shares Contractual 1.05% March 1, 2015 February 29, 2016 Class C Shares Contractual 1.80% March 1, 2015 February 29, 2016 Class R Shares Contractual 1.30% March 1, 2015 February 29, 2016 Class R5 Shares Contractual 0.80% March 1, 2015 February 29, 2016 Class R6 Shares Contractual 0.80% March 1, 2015 February 29, 2016 Class Y Shares Contractual 0.80% March 1, 2015 February 29, 2016 Invesco Select Companies Fund Class A Shares Contractual 2.00% July 1, 2009 June 30. 2015 Class B Shares Contractual 2.75% July 1, 2009 June 30, 2015 Class C Shares Contractual 2.75% July 1, 2009 June 30, 2015 Class R Shares Contractual 2.25% July 1, 2009 June 30, 2015 Class R5 Shares Contractual 1.75% July 1, 2009 June 30, 2015 Class Y Shares Contractual 1.75% July 1, 2009 June 30, 2015 Invesco Strategic Income Fund Class A Shares Contractual 0.85% less net AFFE* May 2, 2014 February 29, 2016 Class C Shares Contractual 1.60% less net AFFE* May 2, 2014 February 29, 2016 Class R Shares Contractual 1.10% less net AFFE* May 2, 2014 February 29, 2016 Class Y Shares Contractual 0.60% less net AFFE* May 2, 2014 February 29, 2016 Class R5 Shares Contractual 0.60% less net AFFE* May 2, 2014 February 29, 2016 Class R6 Shares Contractual 0.60% less net AFFE* May 2, 2014 February 29, 2016 Invesco Unconstrained Bond Fund Class A Shares Contractual 1.04% less net AFFE* October 14, 2014 February 29, 2016 Class C Shares Contractual 1.79% less net AFFE* October 14, 2014 February 29, 2016 Class R Shares Contractual 1.29% less net AFFE* October 14, 2014 February 29, 2016 Class Y Shares Contractual 0.79% less net AFFE* October 14, 2014 February 29, 2016 Class R5 Shares Contractual 0.79% less net AFFE* October 14, 2014 February 29, 2016 Class R6 Shares Contractual 0.79% less net AFFE* October 14, 2014 February 29, 2016
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, 2015 Class B Shares Contractual 2.25% July 1, 2012 June 30, 2015 Class C Shares Contractual 2.25% July 1, 2012 June 30, 2015 Class R Shares Contractual 1.75% July 1, 2012 June 30, 2015 Class R5 Shares Contractual 1.25% July 1, 2012 June 30, 2015 Class R6 Shares Contractual 1.25% September 24, 2012 June 30, 2015 Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2015 Invesco Global Real Estate Fund Class A Shares Contractual 2.00% July 1, 2009 June 30, 2015 Class B Shares Contractual 2.75% July 1, 2009 June 30, 2015 Class C Shares Contractual 2.75% July 1, 2009 June 30, 2015 Class R Shares Contractual 2.25% July 1, 2009 June 30, 2015 Class R5 Shares Contractual 1.75% July 1, 2009 June 30, 2015 Class R6 Shares Contractual 1.75% September 24, 2012 June 30, 2015 Class Y Shares Contractual 1.75% July 1, 2009 June 30, 2015
See page 16 for footnotes to Exhibit A. 13 as of December 3, 2014
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE ---- ------------ ---------- ------------------ ------------- Invesco High Yield Fund Class A Shares Contractual 1.50% July 1, 2013 June 30, 2015 Class B Shares Contractual 2.25% July 1, 2013 June 30, 2015 Class C Shares Contractual 2.25% July 1, 2013 June 30, 2015 Class R5 Shares Contractual 1.25% July 1, 2013 June 30, 2015 Class R6 Shares Contractual 1.25% July 1, 2013 June 30, 2015 Class Y Shares Contractual 1.25% July 1, 2013 June 30, 2015 Investor Class Shares Contractual 1.50% July 1, 2013 June 30, 2015 Invesco Limited Maturity Treasury Fund Class A Shares Contractual 1.50% July 1, 2012 June 30, 2015 Class A2 Shares Contractual 1.40% July 1, 2012 June 30, 2015 Class R5 Shares Contractual 1.25% July 1, 2012 June 30, 2015 Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2015 Invesco Real Estate Fund Class A Shares Contractual 2.00% July 1, 2012 June 30, 2015 Class B Shares Contractual 2.75% July 1, 2012 June 30, 2015 Class C Shares Contractual 2.75% July 1, 2012 June 30, 2015 Class R Shares Contractual 2.25% July 1, 2012 June 30, 2015 Class R5 Shares Contractual 1.75% July 1, 2012 June 30, 2015 Class R6 Shares Contractual 1.75% September 24, 2012 June 30, 2015 Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2015 Investor Class Shares Contractual 2.00% July 1, 2012 June 30, 2015 Invesco Short Term Bond Fund Class A Shares Contractual 1.40% July 1, 2013 June 30, 2015 Class C Shares Contractual 1.75%/2/ July 1, 2013 June 30, 2015 Class R Shares Contractual 1.75% July 1, 2013 June 30, 2015 Class R5 Shares Contractual 1.25% July 1, 2013 June 30, 2015 Class R6 Shares Contractual 1.25% July 1, 2013 June 30, 2015 Class Y Shares Contractual 1.25% July 1, 2013 June 30, 2015 Invesco U.S. Government Fund Class A Shares Contractual 1.50% July 1, 2012 June 30, 2015 Class B Shares Contractual 2.25% July 1, 2012 June 30, 2015 Class C Shares Contractual 2.25% July 1, 2012 June 30, 2015 Class R Shares Contractual 1.75% July 1, 2012 June 30, 2015 Class R5 Shares Contractual 1.25% July 1, 2012 June 30, 2015 Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2015 Investor Class Shares Contractual 1.50% July 1, 2012 June 30, 2015
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, 2015 Class B Shares Contractual 2.75% July 1, 2013 June 30, 2015 Class C Shares Contractual 2.75% July 1, 2013 June 30, 2015 Class R Shares Contractual 2.25% July 1, 2013 June 30, 2015 Class R5 Shares Contractual 1.75% July 1, 2013 June 30, 2015 Class R6 Shares Contractual 1.75% July 1, 2013 June 30, 2015 Class Y Shares Contractual 1.75% July 1, 2013 June 30, 2015 Invesco Comstock Fund Class A Shares Contractual 2.00% July 1, 2012 June 30, 2015 Class B Shares Contractual 2.75% July 1, 2012 June 30, 2015 Class C Shares Contractual 2.75% July 1, 2012 June 30, 2015 Class R Shares Contractual 2.25% July 1, 2012 June 30, 2015 Class R5 Shares Contractual 1.75% July 1, 2012 June 30, 2015 Class R6 Shares Contractual 1.75% September 24, 2012 June 30, 2015 Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2015
See page 16 for footnotes to Exhibit A. 14 as of December 3, 2014
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE ---- ------------ ---------- ----------------- --------------- Invesco Energy Fund Class A Shares Contractual 2.00% July 1, 2009 June 30, 2015 Class B Shares Contractual 2.75% July 1, 2009 June 30, 2015 Class C Shares Contractual 2.75% July 1, 2009 June 30, 2015 Class R5 Shares Contractual 1.75% July 1, 2009 June 30, 2015 Class Y Shares Contractual 1.75% July 1, 2009 June 30, 2015 Investor Class Shares Contractual 2.00% July 1, 2009 June 30, 2015 Invesco Dividend Income Fund Class A Shares Contractual 1.14% September 1, 2014 August 31, 2015 Class B Shares Contractual 1.89% September 1, 2014 August 31, 2015 Class C Shares Contractual 1.89% September 1, 2014 August 31, 2015 Class R5 Shares Contractual 0.89% September 1, 2014 August 31, 2015 Class R6 Shares Contractual 0.89% September 1, 2014 August 31, 2015 Class Y Shares Contractual 0.89% September 1, 2014 August 31, 2015 Investor Class Shares Contractual 1.14% September 1, 2014 August 31, 2015 Invesco Gold & Precious Metals Fund Class A Shares Contractual 2.00% July 1, 2009 June 30, 2015 Class B Shares Contractual 2.75% July 1, 2009 June 30, 2015 Class C Shares Contractual 2.75% July 1, 2009 June 30, 2015 Class Y Shares Contractual 1.75% July 1, 2009 June 30, 2015 Investor Class Shares Contractual 2.00% July 1, 2009 June 30, 2015 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, 2015 Class B Shares Contractual 2.75% July 1, 2012 June 30, 2015 Class C Shares Contractual 2.75% July 1, 2012 June 30, 2015 Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2015 Invesco Technology Fund Class A Shares Contractual 2.00% July 1, 2012 June 30, 2015 Class B Shares Contractual 2.75% July 1, 2012 June 30, 2015 Class C Shares Contractual 2.75% July 1, 2012 June 30, 2015 Class R5 Shares Contractual 1.75% July 1, 2012 June 30, 2015 Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2015 Investor Class Shares Contractual 2.00% July 1, 2012 June 30, 2015 Invesco Technology Sector Fund Class A Shares Contractual 2.00% February 12, 2010 June 30, 2015 Class B Shares Contractual 2.75% February 12, 2010 June 30, 2015 Class C Shares Contractual 2.75% February 12, 2010 June 30, 2015 Class Y Shares Contractual 1.75% February 12, 2010 June 30, 2015 Invesco Value Opportunities Fund Class A Shares Contractual 2.00% July 1, 2012 June 30, 2015 Class B Shares Contractual 2.75% July 1, 2012 June 30, 2015 Class C Shares Contractual 2.75% July 1, 2012 June 30, 2015 Class R Shares Contractual 2.25% July 1, 2012 June 30, 2015 Class R5 Shares Contractual 1.75% July 1, 2012 June 30, 2015 Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2015
See page 16 for footnotes to Exhibit A. 15 as of December 3, 2014 AIM TAX-EXEMPT FUNDS (INVESCO TAX-EXEMPT FUNDS)
EFFECTIVE DATE CONTRACTUAL/ EXPENSE OF CURRENT EXPIRATION FUND VOLUNTARY LIMITATION LIMIT DATE ---- ------------ ---------- -------------- ------------- Invesco High Yield Municipal Fund Class A Shares Contractual 1.50% July 1, 2012 June 30, 2015 Class B Shares Contractual 2.25% July 1, 2012 June 30, 2015 Class C Shares Contractual 2.25% July 1, 2012 June 30, 2015 Class R5 Shares Contractual 1.25% July 1, 2012 June 30, 2015 Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2015 Invesco Intermediate Term Municipal Income Fund Class A Shares Contractual 0.80% July 1, 2013 June 30, 2015 Class B Shares Contractual 1.55% July 1, 2013 June 30, 2015 Class C Shares Contractual 1.55% July 1, 2013 June 30, 2015 Class Y Shares Contractual 0.55% July 1, 2013 June 30, 2015 Invesco Municipal Income Fund Class A Shares Contractual 1.50% July 1, 2013 June 30, 2015 Class B Shares Contractual 2.25% July 1, 2013 June 30, 2015 Class C Shares Contractual 2.25% July 1, 2013 June 30, 2015 Class Y Shares Contractual 1.25% July 1, 2013 June 30, 2015 Investor Class Contractual 1.50% July 15, 2013 June 30, 2015 Invesco New York Tax Free Income Fund Class A Shares Contractual 1.50% July 1, 2012 June 30, 2015 Class B Shares Contractual 2.25% July 1, 2012 June 30, 2015 Class C Shares Contractual 2.25% July 1, 2012 June 30, 2015 Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2015 Invesco Tax-Free Intermediate Fund Class A Shares Contractual 1.50% July 1, 2012 June 30, 2015 Class A2 Shares Contractual 1.25% July 1, 2012 June 30, 2015 Class C Shares Contractual 2.25% June 30, 2013 June 30, 2015 Class R5 Shares Contractual 1.25% July 1, 2012 June 30, 2015 Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2015
INVESCO MANAGEMENT TRUST
EFFECTIVE DATE CONTRACTUAL/ EXPENSE OF CURRENT EXPIRATION FUND VOLUNTARY LIMITATION LIMIT DATE ---- ------------ ---------- -------------- ----------------- Invesco Conservative Income Fund Institutional Class Contractual 0.28% July 1, 2014 December 31, 2015
INVESCO SECURITIES TRUST
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE ---- ------------ -------------------- ----------------- ----------------- Invesco Balanced-Risk Aggressive Allocation Fund Contractual 1.15% less net AFFE* January 16, 2013 February 29, 2016
* ACQUIRED FUND FEES AND EXPENSES ("AFFE") WILL BE CALCULATED AS OF THE FUND'S FISCAL YEAR END ACCORDING TO INSTRUCTION 3(F) OF ITEM 3 OF FORM N-1A. "NET AFFE" WILL BE CALCULATED BY SUBTRACTING ANY WAIVERS BY INVESCO ASSOCIATED WITH INVESTMENTS IN AFFILIATED FUNDS, SUCH AS INVESTMENTS IN AFFILIATED MONEY MARKET FUNDS, FROM THE AFFE CALCULATED IN ACCORDANCE WITH THE PRECEDING SENTENCE. FOR CLARITY, THE NET AFFE CALCULATED AS OF THE FUND'S FISCAL YEAR END WILL BE USED THROUGHOUT THE WAIVER PERIOD IN ESTABLISHING THE FUND'S WAIVER AMOUNT, REGARDLESS OF WHETHER ACTUAL AFFE IS MORE OR LESS DURING THE WAIVER PERIOD. /1/ The total operating expenses of any class of shares established after the date of this Memorandum of Agreement will be limited to the amount established for Class A Shares plus the difference between the new class 12b-1 rate and the Class A 12b-1 rate. 16 as of December 3, 2014 /2/ The expense limit shown is the expense limit after Rule 12b-1 fee waivers by Invesco Distributors, Inc. /3/ Includes waived fees or reimbursed expenses that Invesco receives from Invesco Cayman Commodity Fund I, Ltd. /4/ Includes waived fees or reimbursed expenses that Invesco receives from Invesco Cayman Commodity Fund III, Ltd. /5/ Includes waived fees or reimbursed expenses that Invesco receives from Invesco Cayman Commodity Fund V, Ltd. /6/ Includes waived fees or reimbursed expenses that Invesco receives from Invesco Cayman Commodity Fund VII, Ltd. 17 as of December 3, 2014 EXHIBIT "B" - INSTITUTIONAL MONEY MARKET FUNDS/1,2/ SHORT-TERM INVESTMENTS TRUST
EFFECTIVE DATE CONTRACTUAL/ EXPENSE OF CURRENT EXPIRATION FUND VOLUNTARY LIMITATION LIMIT DATE ---- ------------ ---------- -------------- ----------------- Government & Agency Portfolio Cash Management Class Contractual 0.22%/2/ July 1, 2009 December 31, 2015 Corporate Class Contractual 0.17% July 1, 2009 December 31, 2015 Institutional Class Contractual 0.14% July 1, 2009 December 31, 2015 Personal Investment Class Contractual 0.69%/2/ July 1, 2009 December 31, 2015 Private Investment Class Contractual 0.44%/2/ July 1, 2009 December 31, 2015 Reserve Class Contractual 1.01%/2/ July 1, 2009 December 31, 2015 Resource Class Contractual 0.30%/2/ July 1, 2009 December 31, 2015 Government TaxAdvantage Portfolio Cash Management Class Contractual 0.22%/2/ July 1, 2009 December 31, 2015 Corporate Class Contractual 0.17% July 1, 2009 December 31, 2015 Institutional Class Contractual 0.14% July 1, 2009 December 31, 2015 Personal Investment Class Contractual 0.69%/2/ July 1, 2009 December 31, 2015 Private Investment Class Contractual 0.39%/2/ July 1, 2009 December 31, 2015 Reserve Class Contractual 1.01%/2/ July 1, 2009 December 31, 2015 Resource Class Contractual 0.30%/2/ July 1, 2009 December 31, 2015 Liquid Assets Portfolio Cash Management Class Contractual 0.22%/2/ July 1, 2009 December 31, 2015 Corporate Class Contractual 0.17% July 1, 2009 December 31, 2015 Institutional Class Contractual 0.14% July 1, 2009 December 31, 2015 Personal Investment Class Contractual 0.69%/2/ July 1, 2009 December 31, 2015 Private Investment Class Contractual 0.44%/2/ July 1, 2009 December 31, 2015 Reserve Class Contractual 1.01%/2/ July 1, 2009 December 31, 2015 Resource Class Contractual 0.34% July 1, 2009 December 31, 2015 STIC Prime Portfolio Cash Management Class Contractual 0.22%/2/ July 1, 2009 December 31, 2015 Corporate Class Contractual 0.17% July 1, 2009 December 31, 2015 Institutional Class Contractual 0.14% July 1, 2009 December 31, 2015 Personal Investment Class Contractual 0.69%/2/ July 1, 2009 December 31, 2015 Private Investment Class Contractual 0.44%/2/ July 1, 2009 December 31, 2015 Reserve Class Contractual 1.01%/2/ July 1, 2009 December 31, 2015 Resource Class Contractual 0.30%/2/ July 1, 2009 December 31, 2015 Tax-Free Cash Reserve Portfolio/3/ Cash Management Class Contractual 0.33%/2/ July 1, 2009 December 31, 2015 Corporate Class Contractual 0.28% July 1, 2009 December 31, 2015 Institutional Class Contractual 0.25% July 1, 2009 December 31, 2015 Personal Investment Class Contractual 0.80%/2/ July 1, 2009 December 31, 2015 Private Investment Class Contractual 0.50%/2/ July 1, 2009 December 31, 2015 Reserve Class Contractual 1.12%/2/ July 1, 2009 December 31, 2015 Resource Class Contractual 0.41%/2/ July 1, 2009 December 31, 2015 Treasury Portfolio Cash Management Class Contractual 0.22%/2/ July 1, 2009 December 31, 2015 Corporate Class Contractual 0.17% July 1, 2009 December 31, 2015 Institutional Class Contractual 0.14% July 1, 2009 December 31, 2015 Personal Investment Class Contractual 0.69%/2/ July 1, 2009 December 31, 2015 Private Investment Class Contractual 0.44%/2/ July 1, 2009 December 31, 2015 Reserve Class Contractual 1.01%/2/ July 1, 2009 December 31, 2015 Resource Class Contractual 0.30%/2/ July 1, 2009 December 31, 2015
/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. 18 as of December 3, 2014 EXHIBIT "C" - VARIABLE INSURANCE FUNDS AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)
EFFECTIVE DATE CONTRACTUAL/ EXPENSE OF CURRENT EXPIRATION FUND VOLUNTARY LIMITATION LIMIT DATE ---- ------------ -------------------- -------------- -------------- Invesco V.I. American Franchise Fund Series I Shares Contractual 2.00% July 1, 2014 June 30, 2015 Series II Shares Contractual 2.25% July 1, 2014 June 30, 2015 Invesco V.I. American Value Fund Series I Shares Contractual 2.00% July 1, 2012 June 30, 2015 Series II Shares Contractual 2.25% July 1, 2012 June 30, 2015 Invesco V.I. Balanced-Risk Allocation Fund/1/ Series I Shares Contractual 0.80% less net AFFE* May 1, 2014 April 30, 2016 Series II Shares Contractual 1.05% less net AFFE* May 1, 2014 April 30, 2016 Invesco V.I. Comstock Fund Series I Shares Contractual 0.78% May 1, 2013 April 30, 2016 Series II Shares Contractual 1.03% May 1, 2013 April 30, 2016 Invesco V.I. Core Equity Fund Series I Shares Contractual 2.00% May 1, 2013 June 30, 2015 Series II Shares Contractual 2.25% May 1, 2013 June 30, 2015 Invesco V.I. Diversified Dividend Fund Series I Shares Contractual 2.00% May 1, 2013 June 30, 2015 Series II Shares Contractual 2.25% May 1, 2013 June 30, 2015 Invesco V.I. Diversified Income Fund Series I Shares Contractual 0.75% July 1, 2005 April 30, 2016 Series II Shares Contractual 1.00% July 1, 2005 April 30, 2016 Invesco V.I. Equally-Weighted S&P 500 Fund Series I Shares Contractual 2.00% July 1, 2012 June 30, 2015 Series II Shares Contractual 2.25% July 1, 2012 June 30, 2015 Invesco V.I. Equity and Income Fund Series I Shares Contractual 1.50% July 1, 2012 June 30, 2015 Series II Shares Contractual 1.75% July 1, 2012 June 30, 2015 Invesco V.I. Global Core Equity Fund Series I Shares Contractual 2.25% July 1, 2012 June 30, 2015 Series II Shares Contractual 2.50% July 1, 2012 June 30, 2015 Invesco V.I. Global Health Care Fund Series I Shares Contractual 2.00% May 1. 2013 June 30, 2015 Series II Shares Contractual 2.25% May 1, 2013 June 30, 2015 Invesco V.I. Global Real Estate Fund Series I Shares Contractual 2.00% May 1. 2013 June 30, 2015 Series II Shares Contractual 2.25% May 1, 2013 June 30, 2015
/1/ Includes waived fees or reimbursed expenses that Invesco receives from Invesco Cayman Commodity Fund IV, Ltd. 19 as of December 3, 2014
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE ---- ------------ ---------- ----------------- -------------- Invesco V.I. Government Securities Fund Series I Shares Contractual 1.50% May 1, 2013 June 30, 2015 Series II Shares Contractual 1.75% May 1, 2013 June 30, 2015 Invesco V.I. Growth and Income Fund Series I Shares Contractual 0.78% May 1. 2013 April 30, 2016 Series II Shares Contractual 1.03% May 1, 2013 April 30, 2016 Invesco V.I. High Yield Fund Series I Shares Contractual 1.50% May 1, 2014 June 30, 2015 Series II Shares Contractual 1.75% May 1, 2014 June 30, 2015 Invesco V.I. International Growth Fund Series I Shares Contractual 2.25% July 1, 2012 June 30, 2015 Series II Shares Contractual 2.50% July 1, 2012 June 30, 2015 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. Managed Volatility Fund Series I Shares Contractual 2.00% May 1, 2015 June 30, 2015 Series II Shares Contractual 2.25% May 1, 2015 June 30, 2015 Invesco V.I. Mid Cap Core Equity Fund Series I Shares Contractual 2.00% May 1. 2013 June 30, 2015 Series II Shares Contractual 2.25% May 1, 2013 June 30, 2015 Invesco V.I. Mid Cap Growth Fund Series I Shares Contractual 2.00% July 1, 2014 June 30, 2015 Series II Shares Contractual 2.25% July 1, 2014 June 30, 2015 Invesco V.I. Money Market Fund Series I Shares Contractual 1.50% May 1. 2013 June 30, 2015 Series II Shares Contractual 1.75% May 1, 2013 June 30, 2015 Invesco V.I. S&P 500 Index Fund Series I Shares Contractual 2.00% July 1, 2012 June 30, 2015 Series II Shares Contractual 2.25% July 1, 2012 June 30, 2015 Invesco V.I. Small Cap Equity Fund Series I Shares Contractual 2.00% May 1. 2013 June 30, 2015 Series II Shares Contractual 2.25% May 1, 2013 June 30, 2015 Invesco V.I. Technology Fund Series I Shares Contractual 2.00% May 1. 2013 June 30, 2015 Series II Shares Contractual 2.25% May 1, 2013 June 30, 2015 Invesco V.I. Value Opportunities Fund Series I Shares Contractual 2.00% May 1. 2013 June 30, 2015 Series II Shares Contractual 2.25% May 1, 2013 June 30, 2015
* ACQUIRED FUND FEES AND EXPENSES ("AFFE") WILL BE CALCULATED AS OF THE FUND'S FISCAL YEAR END ACCORDING TO INSTRUCTION 3(F) OF ITEM 3 OF FORM N-1A. "NET AFFE" WILL BE CALCULATED BY SUBTRACTING ANY WAIVERS BY INVESCO ASSOCIATED WITH INVESTMENTS IN AFFILIATED FUNDS, SUCH AS INVESTMENTS IN AFFILIATED MONEY MARKET FUNDS, FROM THE AFFE CALCULATED IN ACCORDANCE WITH THE PRECEDING SENTENCE. FOR CLARITY, THE NET AFFE CALCULATED AS OF THE FUND'S FISCAL YEAR END WILL BE USED THROUGHOUT THE WAIVER PERIOD IN ESTABLISHING THE FUND'S WAIVER AMOUNT, REGARDLESS OF WHETHER ACTUAL AFFE IS MORE OR LESS DURING THE WAIVER PERIOD. 20 as of December 3, 2014 EXHIBIT "D" - CLOSED-END FUNDS INVESCO CALIFORNIA VALUE MUNICIPAL INCOME TRUST
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF COMMITMENT FUND VOLUNTARY LIMITATION CURRENT LIMIT END DATE ---- ------------ ---------- ----------------- ---------- Invesco California Value Municipal Income Trust Voluntary 0.52% August 27, 2012 N/A
INVESCO HIGH INCOME TRUST II
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF COMMITMENT END FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE ---- ------------ ---------- ----------------- ----------------- Invesco High Income Trust II Voluntary 1.10% August 27, 2012 December 31, 2014
INVESCO MUNICIPAL INCOME OPPORTUNITIES TRUST
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF COMMITMENT END FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE ---- ------------ ---------- ----------------- ----------------- Invesco Municipal Income Opportunities Trust Voluntary 0.67% August 27, 2012 December 31, 2014
INVESCO QUALITY MUNICIPAL INCOME TRUST
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF COMMITMENT FUND VOLUNTARY LIMITATION CURRENT LIMIT END DATE ---- ------------ ---------- ----------------- ---------- Invesco Quality Municipal Income Trust Voluntary 0.50% October 15, 2012 N/A
INVESCO TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF COMMITMENT FUND VOLUNTARY LIMITATION CURRENT LIMIT END DATE ---- ------------ ---------- ----------------- ---------- Invesco Trust for Investment Grade New York Municipals Voluntary 0.69% August 27, 2012 N/A
INVESCO VALUE MUNICIPAL INCOME TRUST
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF COMMITMENT END FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE ---- ------------ ---------- ----------------- ----------------- Invesco Value Municipal Income Trust Voluntary 0.46% October 15, 2012 December 31, 2014 Invesco Value Municipal Income Trust Voluntary 0.70% January 1, 2015 N/A
21 Sub-Item 77Q1(e) TERMINATION AGREEMENT This Agreement is made as of January 16, 2015, by and among Invesco Advisers, Inc. (the "Adviser") and Invesco Australia Limited (the "Subadviser"). BACKGROUND The Adviser has entered into an investment advisory agreement with each of the Trusts (the "Trusts"), each on behalf of itself and its series portfolios, if any, listed on Schedules A and B hereto, and with Invesco Exchange Fund (the "Limited Partnership") (collectively, the "Invesco Funds"). The Adviser is authorized to delegate certain of its rights and obligations under the advisory agreements to subadvisers and has entered into Master Intergroup Sub-Advisory Contracts for Mutual Funds with certain affiliated subadvisers including the Subadviser (the "Subadvisory Contracts"). Capitalized terms not defined herein, are used as defined in the Subadvisory Contracts. The Adviser and the Subadviser desire to terminate the Subadvisory Contracts solely with respect to the Subadviser. Pursuant to Section 11 of the Subadvisory Contracts, the contracts may be terminated at any time without the payment of any penalty with sixty (60) days' written notice from the Adviser to the Subadviser or from the Subadviser to a Trust or to the Limited Partnership. Upon termination, the Adviser will assume all the duties and responsibilities of the Subadviser. The Subadviser has not undertaken any current duties under the Subadvisory Contracts and has no existing obligations or responsibilities thereunder. The Adviser and the Subadviser, with notice to and consent of the Invesco Funds, desire to terminate the Subadvisory Contracts solely with respect to the Subadviser with immediate effect. NOW, THEREFORE, in consideration of the promises and the mutual covenants herein contained, it is agreed between the parties hereto, as follows: 1. Effective on execution of this Agreement, all Subadvisory Contracts are terminated with respect to the Subadviser. 2. Notice to and Consent of Invesco Funds. This Agreement provides notice to each of the Invesco Funds of the termination of the Subadviser. By signing this Agreement, each Trust, on behalf of itself and its series portfolios, and the Limited Partnership acknowledge that the Subadvisory Contracts between the Adviser and the Subadviser will terminate immediately with respect to the Subadviser, and waives the requirement for sixty (60) days prior notice. 3. Effect on Other Contracts. For ease of administration, the Subadvisory Contracts were signed by multiple parties including other subadvisers. It is understood and agreed that this Termination Agreement only constitutes an agreement between the Adviser and the Subadviser and in no way releases or affects any of the other Subadvisers or any other Subadvisory Contracts. 4. Release. In consideration of the early termination of the Subadvisory Contracts, the Subadviser releases the Adviser and each of the Invesco Funds from any conditions or liabilities under the Subadvisory Contracts. The Subadviser acknowledges that no compensation is due to the Subadviser upon this release. 2 IN WITNESS WHEREOF, the parties hereto have caused this Termination Agreement to be executed by their officers as the day and year above first written. INVESCO ADVISERS, INC. By: /s/ John M. Zerr -------------------------------------- Name: John M. Zerr Title: Senior Vice President INVESCO AUSTRALIA LIMITED By: /s/ Nick Burrell / /s/ Mark Yesberg -------------------------------------- Name: Nick Burrell / Mark Yesberg Title: Company Secretary / Director 3 NOTICE ACKNOWLEDGED AND CONSENT TO IMMEDIATE TERMINATION Each Trust (listed on Schedule A) on behalf of itself and each Fund listed on Schedule A By: /s/ John M. Zerr ------------------------------ Name: John M. Zerr Title: Senior Vice President AIM Treasurer's Series Trust (Invesco Treasurer's Series Trust), on behalf of itself and each Portfolio listed on Schedule B By: /s/ John M. Zerr ------------------------------ Name: John M. Zerr Title: Senior Vice President Short-Term Investments Trust, on behalf of itself and each Portfolio listed on Schedule B By: /s/ John M. Zerr ------------------------------ Name: John M. Zerr Title: Senior Vice President Invesco Exchange Fund (listed on Schedule A), a California limited partnership By: /s/ John M. Zerr ------------------------------ Name: John M. Zerr Title: Senior Vice President 4 SCHEDULE A AIM COUNSELOR SERIES TRUST (INVESCO COUNSELOR SERIES TRUST) Invesco American Franchise Fund Invesco California Tax-Free Income Trust Invesco Core Plus Bond Fund Invesco Equally-Weighted S & P 500 Fund Invesco Equity and Income Fund Invesco Floating Rate Fund Invesco Global Real Estate Income Fund Invesco Growth and Income Fund Invesco Low Volatility Equity Yield Fund Invesco Pennsylvania Tax Free Income Fund Invesco S & P 500 Index Fund Invesco Small Cap Discovery Fund Invesco Strategic Real Return Fund AIM EQUITY FUNDS (INVESCO EQUITY FUNDS) Invesco Charter Fund Invesco Diversified Dividend Fund Invesco Summit Fund AIM FUNDS GROUP (INVESCO FUNDS GROUP) Invesco European Small Company Fund Invesco Global Core Equity Fund Invesco International Small Company Fund Invesco Small Cap Equity Fund AIM GROWTH SERIES (INVESCO GROWTH SERIES) Invesco Alternative Strategies Fund Invesco Balanced-Risk Retirement Now Fund Invesco Balanced-Risk Retirement 2020 Fund Invesco Balanced-Risk Retirement 2030 Fund Invesco Balanced-Risk Retirement 2040 Fund Invesco Balanced-Risk Retirement 2050 Fund Invesco Conservative Allocation Fund Invesco Convertible Securities Fund Invesco Global Low Volatility Equity Yield Fund Invesco Growth Allocation Fund Invesco Income Allocation Fund Invesco International Allocation Fund Invesco Mid Cap Core Equity Fund Invesco Multi-Asset Inflation Fund Invesco Moderate Allocation Fund Invesco Small Cap Growth Fund Invesco U.S. Mortgage Fund 5 AIM INTERNATIONAL MUTUAL FUNDS (INVESCO INTERNATIONAL MUTUAL FUNDS) Invesco Asia Pacific Growth Fund Invesco European Growth Fund Invesco Global Growth Fund Invesco Global Opportunities Fund Invesco Global Small & Mid Cap Growth Fund Invesco International Core Equity Fund Invesco International Growth Fund Invesco Select Opportunities Fund AIM INVESTMENT FUNDS (INVESCO INVESTMENT FUNDS) Invesco All Cap Market Neutral Fund Invesco Balanced-Risk Allocation Fund Invesco Balanced-Risk Commodity Strategy Fund Invesco China Fund Invesco Developing Markets Fund Invesco Emerging Market Local Currency Debt Fund Invesco Emerging Markets Equity Fund Invesco Endeavor Fund Invesco Global Health Care Fund Invesco Global Infrastructure Fund Invesco Global Market Neutral Fund Invesco Global Markets Strategy Fund Invesco Global Targeted Returns Fund Invesco International Total Return Fund Invesco Long/Short Equity Fund Invesco Low Volatility Emerging Markets Fund Invesco Macro International Equity Fund Invesco Macro Long/Short Fund Invesco MLP Fund Invesco Pacific Growth Fund Invesco Premium Income Fund Invesco Select Companies Fund Invesco Strategic Income Fund Invesco Unconstrained Bond Fund AIM INVESTMENT SECURITIES FUNDS (INVESCO INVESTMENT SECURITIES FUND) Invesco Corporate Bond Fund Invesco Global Real Estate Fund Invesco High Yield Fund Invesco Limited Maturity Treasury Fund Invesco Money Market Fund Invesco Real Estate Fund Invesco Short Term Bond Fund Invesco U.S. Government Fund 6 AIM SECTOR FUNDS (INVESCO SECTOR FUNDS) Invesco American Value Fund Invesco Comstock Fund Invesco Dividend Income Fund Invesco Energy Fund Invesco Gold & Precious Metals Fund Invesco Mid Cap Growth Fund Invesco Small Cap Value Fund Invesco Technology Fund Invesco Technology Sector Fund Invesco Value Opportunities Fund AIM TAX-EXEMPT FUNDS (INVESCO TAX-EXEMPT FUNDS) Invesco High Yield Municipal Fund Invesco Intermediate Term Municipal Fund Invesco Municipal Income Fund Invesco New York Tax Free Income Fund Invesco Tax-Exempt Cash Fund Invesco Tax-Free Intermediate Fund AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS) Invesco V.I. American Franchise Fund Invesco V.I. American Value Fund Invesco V.I. Balanced-Risk Allocation Fund Invesco V.I. Comstock Fund Invesco V.I. Core Equity Fund Invesco V.I. Diversified Dividend Fund Invesco V.I. Diversified Income Fund Invesco V.I. Equally-Weighted S & P 500 Fund Invesco V.I. Equity And Income Fund Invesco V.I. Global Core Equity Fund Invesco V.I. Global Health Care Fund Invesco V.I. Global Real Estate Fund Invesco V.I. Government Securities Fund Invesco V.I. Growth And Income Fund Invesco V.I. High Yield Fund Invesco V.I. International Growth Fund Invesco V.I. Managed Volatility Fund Invesco V.I. Mid Cap Core Equity Fund Invesco V.I. Mid Cap Growth Fund Invesco V.I. Money Market Fund Invesco V.I. S & P 500 Index Fund Invesco V.I. Small Cap Equity Fund Invesco V.I. Technology Fund Invesco V.I. Value Opportunities Fund 7 INVESCO MANAGEMENT TRUST Invesco Conservative Income Fund INVESCO SECURITIES TRUST Invesco Balanced-Risk Aggressive Allocation Fund Closed-End Funds Invesco Advantage Municipal Income Trust II Invesco Bond Fund Invesco California Value Municipal Income Trust Invesco Dynamic Credit Opportunities Fund Invesco High Income Trust II Invesco Municipal Income Opportunities Trust Invesco Municipal Opportunity Trust Invesco Municipal Trust Invesco Pennsylvania Value Municipal Income Trust Invesco Quality Municipal Income Trust Invesco Senior Income Trust Invesco Total Property Market Income Fund Invesco Trust For Investment Grade Municipals Invesco Trust For Investment Grade New York Municipals Invesco Value Municipal Income Trust Invesco Senior Loan Fund Invesco Exchange Fund 8 SCHEDULE B AIM TREASURER'S SERIES TRUST (INVESCO TREASURER'S SERIES TRUST) Premier Portfolio Premier Tax-Exempt Portfolio SHORT-TERM INVESTMENTS TRUST Government & Agency Portfolio Government TaxAdvantage Portfolio Liquid Assets Portfolio STIC Prime Portfolio Tax-Free Cash Reserve Portfolio Treasury Portfolio 9