<DOCUMENT>
<TYPE>EX-99.77Q1E
<SEQUENCE>5
<FILENAME>d468769dex9977q1e.txt
<DESCRIPTION>EX-99.77Q1E
<TEXT>
<PAGE>
Sub-Item 77Q1(e)
MEMORANDUM OF AGREEMENT
(ADVISORY FEE WAIVERS)
This Memorandum of Agreement is entered into as of the effective date on the
attached Exhibit A and B (each an "Exhibit" or, collectively the "Exhibits"),
between AIM Counselor Series Trust (Invesco Counselor Series Trust), AIM Equity
Funds (Invesco Equity Funds), AIM Funds Group (Invesco Funds Group), AIM Growth
Series (Invesco Growth Series), AIM International Mutual Funds (Invesco
International Mutual Funds), AIM Investment Funds (Invesco Investment Funds),
AIM Investment Securities Funds (Invesco Investment Securities Funds), AIM
Sector Funds (Invesco Sector Funds), AIM Tax-Exempt Funds (Invesco Tax-Exempt
Funds), AIM Treasurer's Series Trust (Invesco Treasurer's Series Trust), AIM
Variable Insurance Funds (Invesco Variable Insurance Funds), Invesco Advantage
Municipal Income Trust II, Invesco Bond Fund, Invesco California Value
Municipal Income Trust, Invesco Dynamic Credit Opportunities Fund, Invesco
Exchange Fund, Invesco High Income 2023 Target Term Fund, Invesco High Income
Trust II, Invesco Management Trust, Invesco Municipal Income Opportunities
Trust, Invesco Municipal Opportunity Trust, Invesco Municipal Trust, Invesco
Pennsylvania Value Municipal Income Trust, Invesco Quality Municipal Income
Trust, Invesco Securities Trust, Invesco Senior Income Trust, Invesco Trust for
Investment Grade Municipals, Invesco Trust for Investment Grade New York
Municipals and Invesco Value Municipal Income Trust (each a "Trust" or,
collectively, the "Trusts"), on behalf of the funds listed on the Exhibits to
this Memorandum of Agreement (the "Funds"), and Invesco Advisers, Inc.
("Invesco"). Invesco shall and hereby agrees to waive fees of the Funds, on
behalf of their respective classes as applicable, severally and not jointly, as
indicated in the Exhibits.
For and in consideration of the mutual terms and agreements set forth herein
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, Invesco agrees that until at least the expiration date
set forth on Exhibit A (the "Expiration Date") and with respect to those Funds
listed on the Exhibit, Invesco will waive its advisory fees at the rate set
forth on the Exhibit.
For and in consideration of the mutual terms and agreements set forth herein
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the Trusts and Invesco agree as follows:
1. Invesco agrees that until the expiration date, if any, of the commitment
set forth on the attached Exhibit B occurs, as such Exhibit B is amended
from time to time, Invesco will waive advisory fees payable by an
Investing Fund (defined below) in an amount equal to 100% of the net
advisory fee Invesco receives on the Uninvested Cash (defined below)
from the Affiliated Money Market Fund (defined below) in which the
Investing Fund invests (the "Waiver").
i. Invesco's Fund Accounting Group will calculate, and apply, the Waiver
monthly, based upon the average investment of Uninvested Cash made by
the Investing Fund during the previous month in an Affiliated Money
Market Fund.
ii.The Waiver will not apply to those Investing Funds that do not charge
an advisory fee, either due to the terms of their advisory agreement,
or as a result of contractual or voluntary fee waivers.
iii.The Waiver will not apply to cash collateral for securities lending.
For purposes of the paragraph above, the following terms shall have the
following meanings:
(a)"Affiliated Money Market Fund" - any existing or future Trust that
holds itself out as a money market fund and complies with Rule 2a-7
under the Investment Company Act of 1940, as amended;
(b)"Investing Fund" - any Fund investing Cash Balances and/or Cash
Collateral in an Affiliated Money Market Fund; and
(c)"Uninvested Cash" - cash available and uninvested by a Trust that may
result from a variety of sources, including dividends or interest
received on portfolio securities, unsettled securities transactions,
strategic reserves, matured investments, proceeds from liquidation of
investment securities, dividend payments, or new investor capital.
<PAGE>
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 2023 TARGET TERM
SERIES) FUND
AIM INTERNATIONAL MUTUAL FUNDS INVESCO HIGH INCOME TRUST II
(INVESCO INTERNATIONAL MUTUAL FUNDS)
AIM INVESTMENT FUNDS (INVESCO INVESCO MANAGEMENT TRUST
INVESTMENT FUNDS)
AIM INVESTMENT SECURITIES FUNDS INVESCO MUNICIPAL INCOME
(INVESCO INVESTMENT SECURITIES FUNDS) OPPORTUNITIES TRUST
AIM SECTOR FUNDS (INVESCO SECTOR INVESCO MUNICIPAL OPPORTUNITY TRUST
FUNDS)
AIM TAX-EXEMPT FUNDS (INVESCO INVESCO MUNICIPAL TRUST
TAX-EXEMPT FUNDS)
AIM TREASURER'S SERIES TRUST (INVESCO INVESCO PENNSYLVANIA VALUE MUNICIPAL
TREASURER'S SERIES TRUST) INCOME TRUST
AIM VARIABLE INSURANCE FUNDS (INVESCO INVESCO QUALITY MUNICIPAL INCOME TRUST
VARIABLE INSURANCE FUNDS)
INVESCO ADVANTAGE MUNICIPAL INCOME INVESCO SECURITIES TRUST
TRUST II
INVESCO BOND FUND INVESCO SENIOR INCOME TRUST
INVESCO TRUST FOR INVESTMENT GRADE
MUNICIPALS
INVESCO TRUST FOR INVESTMENT GRADE
NEW YORK MUNICIPALS
INVESCO VALUE MUNICIPAL INCOME TRUST
on behalf of the Funds listed in
the Exhibit to this Memorandum of
Agreement
By: /s/ John M. Zerr
--------------------------
Title: Senior Vice President
INVESCO ADVISERS, INC.
By: /s/ John M. Zerr
--------------------------
Title: Senior Vice President
<PAGE>
<TABLE>
<C> <S> <C> <C>
EXHIBIT A TO ADVISORY FEE MOA
AIM COUNSELOR
SERIES TRUST
(INVESCO COUNSELOR EXPIRATION
SERIES TRUST) WAIVER DESCRIPTION EFFECTIVE DATE DATE
------------------ ----------------------------- -------------- ----------
Invesco Strategic Invesco will waive advisory
Real Return fees in an amount equal to
Fund the advisory fees earned on
underlying affiliated
investments 4/30/2014 06/30/2019
AIM INVESTMENT
FUNDS (INVESCO EXPIRATION
INVESTMENT FUNDS WAIVER DESCRIPTION EFFECTIVE DATE DATE
---------------- ----------------------------- -------------- ----------
Invesco Balanced- Invesco will waive advisory
Risk Commodity fees in an amount equal to
Strategy Fund the advisory fees earned on
underlying affiliated
investments 02/24/15 06/30/2019
Invesco Global Invesco will waive advisory
Targeted Returns fees in an amount equal to
Fund the advisory fees earned on
underlying affiliated
investments 12/17/2013 06/30/2019
AIM TREASURER'S
SERIES TRUST
(INVESCO TREASURER'S EXPIRATION
SERIES TRUST) WAIVER DESCRIPTION EFFECTIVE DATE DATE
-------------------- ----------------------------- -------------- ----------
Premier Portfolio Invesco will waive advisory
fees in the amount of 0.07%
of the Fund's average daily
net assets 2/1/2011 12/31/2017
Premier U.S. Invesco will waive advisory
Government fees in the amount of 0.07%
Money Portfolio of the Fund's average daily
net assets 2/1/2011 12/31/2017
Premier Invesco will waive advisory
Tax-Exempt fees in the amount of 0.05%
Portfolio of the Fund's average daily
net assets 06/01/2016 12/31/2017
</TABLE>
<PAGE>
EXHIBIT "B"
AIM COUNSELOR SERIES TRUST (INVESCO COUNSELOR SERIES TRUST)
<TABLE>
<CAPTION>
PORTFOLIO EFFECTIVE DATE COMMITTED UNTIL
--------- ------------------ ---------------
<S> <C> <C>
Invesco American Franchise Fund February 12, 2010 June 30, 2019
Invesco California Tax-Free Income Fund February 12, 2010 June 30, 2019
Invesco Core Plus Bond Fund June 2, 2009 June 30, 2019
Invesco Equally-Weighted S&P 500 Fund February 12, 2010 June 30, 2019
Invesco Equity and Income Fund February 12, 2010 June 30, 2019
Invesco Floating Rate Fund July 1, 2007 June 30, 2019
Invesco Global Real Estate Income Fund July 1, 2007 June 30, 2019
Invesco Growth and Income Fund February 12, 2010 June 30, 2019
Invesco Low Volatility Equity Yield Fund July 1, 2007 June 30, 2019
Invesco Pennsylvania Tax Free Income Fund February 12, 2010 June 30, 2019
Invesco S&P 500 Index Fund February 12, 2010 June 30, 2019
Invesco Short Duration High Yield Municipal Fund September 30, 2015 June 30, 2019
Invesco Small Cap Discovery Fund February 12, 2010 June 30, 2019
Invesco Strategic Real Return Fund April 30, 2014 June 30, 2019
AIM EQUITY FUNDS (INVESCO EQUITY FUNDS)
PORTFOLIO EFFECTIVE DATE COMMITTED UNTIL
--------- ------------------ ---------------
Invesco Charter Fund July 1, 2007 June 30, 2019
Invesco Diversified Dividend Fund July 1, 2007 June 30, 2019
Invesco Summit Fund July 1, 2007 June 30, 2019
AIM FUNDS GROUP (INVESCO FUNDS GROUP)
FUND EFFECTIVE DATE COMMITTED UNTIL
---- ------------------ ---------------
Invesco European Small Company Fund July 1, 2007 June 30, 2019
Invesco Global Core Equity Fund July 1, 2007 June 30, 2019
Invesco International Small Company Fund July 1, 2007 June 30, 2019
Invesco Small Cap Equity Fund July 1, 2007 June 30, 2019
AIM GROWTH SERIES (INVESCO GROWTH SERIES)
FUND EFFECTIVE DATE COMMITTED UNTIL
---- ------------------ ---------------
Invesco Alternative Strategies Fund October 14, 2014 June 30, 2019
Invesco Convertible Securities Fund February 12, 2010 June 30, 2019
Invesco Global Low Volatility Equity Yield Fund July 1, 2007 June 30, 2019
Invesco Mid Cap Core Equity Fund July 1, 2007 June 30, 2019
Invesco Multi-Asset Inflation Fund October 14, 2014 June 30, 2019
Invesco Quality Income Fund February 12, 2010 June 30, 2019
Invesco Small Cap Growth Fund July 1, 2007 June 30, 2019
AIM INTERNATIONAL MUTUAL FUNDS (INVESCO INTERNATIONAL MUTUAL FUNDS)
FUND EFFECTIVE DATE COMMITTED UNTIL
---- ------------------ ---------------
Invesco Asia Pacific Growth Fund July 1, 2007 June 30, 2019
Invesco European Growth Fund July 1, 2007 June 30, 2019
Invesco Global Growth Fund July 1, 2007 June 30, 2019
Invesco Global Opportunities Fund August 3, 2012 June 30, 2019
Invesco Global Responsibility Equity Fund June 30, 2016 June 30, 2019
Invesco Global Small & Mid Cap Growth Fund July 1, 2007 June 30, 2019
Invesco International Companies Fund December 21, 2015 June 30, 2019
Invesco International Core Equity Fund July 1, 2007 June 30, 2019
Invesco International Growth Fund July 1, 2007 June 30, 2019
Invesco Select Opportunities Fund August 3, 2012 June 30, 2019
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
AIM INVESTMENT FUNDS (INVESCO INVESTMENT FUNDS)
FUND EFFECTIVE DATE COMMITTED UNTIL
---- ------------------ ---------------
Invesco All Cap Market Neutral Fund December 17, 2013 June 30, 2019
Invesco Balanced-Risk Allocation Fund/1/ May 29, 2009 June 30, 2019
Invesco Balanced-Risk Commodity Strategy Fund/2/ November 29, 2010 June 30, 2019
Invesco Developing Markets Fund July 1, 2007 June 30, 2019
Invesco Emerging Markets Equity Fund May 11, 2011 June 30, 2019
Invesco Emerging Markets Flexible Bond Fund/3/ June 14, 2010 June 30, 2019
Invesco Endeavor Fund July 1, 2007 June 30, 2019
Invesco Global Health Care Fund July 1, 2007 June 30, 2019
Invesco Global Infrastructure Fund May 2, 2014 June 30, 2019
Invesco Global Market Neutral Fund December 17, 2013 June 30, 2019
Invesco Global Targeted Returns Fund/5/ December 17, 2013 June 30, 2019
Invesco Greater China Fund July 1, 2007 June 30, 2019
Invesco Long/Short Equity Fund December 17, 2013 June 30, 2019
Invesco Low Volatility Emerging Markets Fund December 17, 2013 June 30, 2019
Invesco Macro Allocation Strategy Fund/4/ September 25, 2012 June 30, 2019
Invesco Macro International Equity Fund December 17, 2013 June 30, 2019
Invesco Macro Long/Short Fund December 17, 2013 June 30, 2019
Invesco MLP Fund August 29, 2014 June 30, 2019
Invesco Multi-Asset Income Fund/6/ December 13, 2011 June 30, 2019
Invesco Pacific Growth Fund February 12, 2010 June 30, 2019
Invesco Select Companies Fund July 1, 2007 June 30, 2019
Invesco World Bond Fund July 1, 2007 June 30, 2019
AIM INVESTMENT SECURITIES FUNDS (INVESCO INVESTMENT SECURITIES FUNDS)
FUND EFFECTIVE DATE COMMITTED UNTIL
---- ------------------ ---------------
Invesco Corporate Bond Fund February 12, 2010 June 30, 2019
Invesco Global Real Estate Fund July 1, 2007 June 30, 2019
Invesco Government Money Market Fund July 1, 2007 June 30, 2019
Invesco High Yield Fund July 1, 2007 June 30, 2019
Invesco Real Estate Fund July 1, 2007 June 30, 2019
Invesco Short Duration Inflation Protected Fund July 1, 2007 June 30, 2019
Invesco Short Term Bond Fund July 1, 2007 June 30, 2019
Invesco U.S. Government Fund July 1, 2007 June 30, 2019
</TABLE>
--------
/1/ Advisory fees to be waived by Invesco for Invesco Balanced-Risk Allocation
Fund also include advisory fees that Invesco receives on the Uninvested
Cash from the Affiliated Money Market Fund in which Invesco Cayman
Commodity Fund I, Ltd. invests.
2 Advisory fees to be waived by Invesco for Invesco Balanced-Risk Commodity
Strategy Fund also include advisory fees that Invesco receives on the
Uninvested Cash from the Affiliated Money Market Fund in which Invesco
Cayman Commodity Fund III, Ltd. invests.
3 Advisory fees to be waived by Invesco for Invesco Emerging Markets Flexible
Bond Fund also include advisory fees that Invesco receives on the Uninvested
Cash from the Affiliated Money Market Fund in which Invesco Emerging Markets
Flexible Bond Cayman, Ltd. invests.
4 Advisory fees to be waived by Invesco for Invesco Macro Allocation Strategy
Fund also include advisory fees that Invesco receives on the Uninvested Cash
from the Affiliated Money Market Fund in which Invesco Cayman Commodity
Fund V, Ltd. invests.
5 Advisory fees to be waived by Invesco for Invesco Global Targeted Returns
Fund also include advisory fees that Invesco receives on the Uninvested Cash
from the Affiliated Money Market Fund in which Invesco Cayman Commodity
Fund VII, Ltd. invests.
6 Advisory fees to be waived by Invesco for Invesco Multi-Asset Income Fund
also include advisory fees that Invesco receives on the Uninvested Cash from
the Affiliated Money Market Fund in which Invesco Multi-Asset Income Cayman,
Ltd. invests.
<PAGE>
AIM SECTOR FUNDS (INVESCO SECTOR FUNDS)
<TABLE>
<CAPTION>
FUND EFFECTIVE DATE COMMITTED UNTIL
---- ----------------- ---------------
<S> <C> <C>
Invesco American Value Fund February 12, 2010 June 30, 2019
Invesco Comstock Fund February 12, 2010 June 30, 2019
Invesco Energy Fund July 1, 2007 June 30, 2019
Invesco Dividend Income Fund July 1, 2007 June 30, 2019
Invesco Gold & Precious Metals Fund July 1, 2007 June 30, 2019
Invesco Mid Cap Growth Fund February 12, 2010 June 30, 2019
Invesco Small Cap Value Fund February 12, 2010 June 30, 2019
Invesco Technology Fund July 1, 2007 June 30, 2019
Invesco Technology Sector Fund February 12, 2010 June 30, 2019
Invesco Value Opportunities Fund February 12, 2010 June 30, 2019
AIM TAX-EXEMPT FUNDS (INVESCO TAX-EXEMPT FUNDS)
FUND EFFECTIVE DATE COMMITTED UNTIL
---- ----------------- ---------------
Invesco High Yield Municipal Fund February 12, 2010 June 30, 2019
Invesco Intermediate Term Municipal Income Fund February 12, 2010 June 30, 2019
Invesco Municipal Income Fund February 12, 2010 June 30, 2019
Invesco New York Tax Free Income Fund February 12, 2010 June 30, 2019
Invesco Tax-Exempt Cash Fund July 1, 2007 June 30, 2019
Invesco Limited Term Municipal Income Fund July 1, 2007 June 30, 2019
AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)
FUND EFFECTIVE DATE COMMITTED UNTIL
---- ----------------- ---------------
Invesco V.I. American Franchise Fund February 12, 2010 June 30, 2019
Invesco V.I. American Value Fund February 12, 2010 June 30, 2019
Invesco V.I. Balanced-Risk Allocation Fund/7/ December 22, 2010 June 30, 2019
Invesco V.I. Comstock Fund February 12, 2010 June 30, 2019
Invesco V.I. Core Equity Fund July 1, 2007 June 30, 2019
Invesco V.I. Core Plus Bond Fund April 30, 2015 June 30, 2019
Invesco V.I. Diversified Dividend Fund February 12, 2010 June 30, 2019
Invesco V.I. Equally-Weighted S&P 500 Fund February 12, 2010 June 30, 2019
Invesco V.I. Equity and Income Fund February 12, 2010 June 30, 2019
Invesco V.I. Global Core Equity Fund February 12, 2010 June 30, 2019
Invesco V.I. Global Health Care Fund July 1, 2007 June 30, 2019
Invesco V.I. Global Real Estate Fund July 1, 2007 June 30, 2019
Invesco V.I. Government Money Market Fund July 1, 2007 June 30, 2019
Invesco V.I. Government Securities Fund July 1, 2007 June 30, 2019
Invesco V.I. Growth and Income Fund February 12, 2010 June 30, 2019
Invesco V.I. High Yield Fund July 1, 2007 June 30, 2019
Invesco V.I. International Growth Fund July 1, 2007 June 30, 2019
Invesco V.I. Managed Volatility Fund July 1, 2007 June 30, 2019
Invesco V.I. Mid Cap Core Equity Fund July 1, 2007 June 30, 2019
Invesco V.I. Mid Cap Growth Fund February 12, 2010 June 30, 2019
Invesco V.I. S&P 500 Index Fund February 12, 2010 June 30, 2019
Invesco V.I. Small Cap Equity Fund July 1, 2007 June 30, 2019
Invesco V.I. Technology Fund July 1, 2007 June 30, 2019
Invesco V.I. Value Opportunities Fund July 1, 2007 June 30, 2019
</TABLE>
/7/ Advisory fees to be waived by Invesco for Invesco V.I. Balanced-Risk
Allocation Fund also include advisory fees that Invesco receives on the
Uninvested Cash from the Affiliated Money Market Fund in which Invesco
Cayman Commodity Fund IV, Ltd. invests.
<PAGE>
INVESCO EXCHANGE FUND
<TABLE>
<CAPTION>
FUND EFFECTIVE DATE COMMITTED UNTIL
---- ------------------ ---------------
<S> <C> <C>
Invesco Exchange Fund September 30, 2015 June 30, 2019
INVESCO SECURITIES TRUST
FUND EFFECTIVE DATE COMMITTED UNTIL
---- ------------------ ---------------
Invesco Balanced-Risk Aggressive Allocation Fund/8/ January 16, 2013 June 30, 2019
INVESCO MANAGEMENT TRUST
FUND EFFECTIVE DATE COMMITTED UNTIL
---- ------------------ ---------------
Invesco Conservative Income Fund July 1, 2014 June 30, 2019
CLOSED-END FUNDS
FUND EFFECTIVE DATE COMMITTED UNTIL
---- ------------------ ---------------
Invesco Advantage Municipal Income Trust II May 15, 2012 June 30, 2019
Invesco Bond Fund August 26, 2015 June 30, 2019
Invesco California Value Municipal Income Trust May 15, 2012 June 30, 2019
Invesco Dynamic Credit Opportunities Fund May 15, 2012 June 30, 2019
Invesco High Income 2023 Target Term Fund November 28, 20016 June 30, 2019
Invesco High Income Trust II May 15, 2012 June 30, 2019
Invesco Municipal Income Opportunities Trust August 26, 2015 June 30, 2019
Invesco Municipal Opportunity Trust May 15, 2012 June 30, 2019
Invesco Municipal Trust May 15, 2012 June 30, 2019
Invesco Pennsylvania Value Municipal Income Trust May 15, 2012 June 30, 2019
Invesco Quality Municipal Income Trust August 26, 2015 June 30, 2019
Invesco Senior Income Trust May 15, 2012 June 30, 2019
Invesco Trust for Investment Grade Municipals May 15, 2012 June 30, 2019
Invesco Trust for Investment Grade New York Municipals May 15, 2012 June 30, 2019
Invesco Value Municipal Income Trust June 1, 2010 June 30, 2019
</TABLE>
/8/ Advisory fees to be waived by Invesco for Invesco Balanced-Risk Aggressive
Allocation Fund also include advisory fees that Invesco receives on the
Uninvested Cash from the Affiliated Money Market Fund in which Invesco
Cayman Commodity Fund VI, Ltd. invests.
<PAGE>
Sub-Item 77Q1(e)
MEMORANDUM OF AGREEMENT
(EXPENSE LIMITATIONS)
This Memorandum of Agreement is entered into as of the Effective Date on the
attached exhibits (the "Exhibits"), between AIM Counselor Series Trust (Invesco
Counselor Series Trust), AIM Equity Funds (Invesco Equity Funds), AIM Funds
Group (Invesco Funds Group), AIM Growth Series (Invesco Growth Series), AIM
International Mutual Funds (Invesco International Mutual Funds), AIM Investment
Funds (Invesco Investment Funds), AIM Investment Securities Funds (Invesco
Investment Securities Funds), AIM Sector Funds (Invesco Sector Funds), AIM
Tax-Exempt Funds (Invesco Tax-Exempt Funds), AIM Variable Insurance Funds
(Invesco Variable Insurance Funds), Invesco Management Trust, Invesco
Securities Trust and Short-Term Investments Trust (each a "Trust" or,
collectively, the "Trusts"), on behalf of the funds listed on the Exhibits to
this Memorandum of Agreement (the "Funds"), and Invesco Advisers, Inc.
("Invesco"). Invesco shall and hereby agrees to waive fees or reimburse
expenses of each Fund, on behalf of its respective classes as applicable,
severally and not jointly, as indicated in the attached Exhibits.
For and in consideration of the mutual terms and agreements set forth herein
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the Trusts and Invesco agree as follows:
For the Contractual Limits (listed in Exhibits A - D), Invesco agrees until
at least the expiration date set forth on the attached Exhibits A - D (the
"Expiration Date") that Invesco will waive its fees or reimburse expenses to
the extent that expenses of a class of a Fund (excluding (i) interest;
(ii) taxes; (iii) dividend expense on short sales; (iv) extraordinary or
non-routine items, including litigation expenses; and (v) expenses that each
Fund has incurred but did not actually pay because of an expense offset
arrangement, if applicable) exceed the rate, on an annualized basis, set forth
on the Exhibits of the average daily net assets allocable to such class.
Acquired fund fees and expenses are not fees or expenses incurred by a fund
directly but are expenses of the investment companies in which a fund invests.
These fees and expenses are incurred indirectly through the valuation of a
fund's investment in these investment companies. Acquired fund fees and
expenses are required to be disclosed and included in the total annual fund
operating expenses in the prospectus fee table. As a result, the net total
annual fund operating expenses shown in the prospectus fee table may exceed the
expense limits reflected in Exhibits A - D. Neither a Trust nor Invesco may
remove or amend the Contractual Limits to a Trust's detriment prior to the
Expiration Date without requesting and receiving the approval of the Board of
Trustees of the applicable Fund's Trust to remove or amend such Contractual
Limits. Invesco will not have any right to reimbursement of any amount so
waived or reimbursed.
For the Contractual Limits, Invesco agrees to review the then-current
expense limitations for each class of each Fund listed on the Exhibits on a
date prior to the Expiration Date to determine whether such limitations should
be amended, continued or terminated. The expense limitations will expire upon
the Expiration Date unless Invesco has agreed to continue them. The Exhibits
will be amended to reflect any such agreement.
For the Voluntary Limits (listed in Exhibits A - D), Invesco agrees that
these are not contractual in nature and that Invesco may establish, amend
and/or terminate such expense limitations at any time in its sole discretion.
Any delay or failure by Invesco to update this Memorandum of Agreement with
regards to the terminations, extensions, or expirations of the Voluntary Limits
shall have no effect on the term of such Voluntary Limitations; the Voluntary
Limitations are listed herein for informational purposes only.
It is expressly agreed that the obligations of each Trust hereunder shall
not be binding upon any of the Trustees, shareholders, nominees, officers,
agents or employees of the Trusts personally, but shall only bind the assets
and property of each Fund, as provided in each Trust's Agreement and
Declaration of Trust. The execution and delivery of this Memorandum of
Agreement have been authorized by the Trustees of the Trusts, and this
Memorandum of Agreement has been executed and delivered by an authorized
officer of the Trusts acting as such; neither such authorization by such
Trustees nor such execution and delivery by such officer shall be deemed to
have been made by any of them individually or 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.
<PAGE>
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 MANAGEMENT TRUST
INVESCO SECURITIES TRUST
SHORT-TERM INVESTMENTS TRUST
on behalf of the Funds listed in the Exhibits
to this Memorandum of Agreement
By: /s/ John M. Zerr
--------------------------
Title: Senior Vice President
INVESCO ADVISERS, INC.
By: /s/ John M. Zerr
--------------------------
Title: Senior Vice President
2
<PAGE>
EXHIBIT "A" - RETAIL FUNDS/1/
AIM COUNSELOR SERIES TRUST (INVESCO COUNSELOR SERIES TRUST)
<TABLE>
<CAPTION>
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ ---------- ------------------ -----------------
<S> <C> <C> <C> <C>
Invesco American Franchise Fund
Class A Shares Contractual 2.00% July 1, 2013 June 30, 2018
Class B Shares Contractual 2.75% July 1, 2013 June 30, 2018
Class C Shares Contractual 2.75% July 1, 2013 June 30, 2018
Class R Shares Contractual 2.25% July 1, 2013 June 30, 2018
Class R5 Shares Contractual 1.75% July 1, 2013 June 30, 2018
Class R6 Shares Contractual 1.75% July 1, 2013 June 30, 2018
Class Y Shares Contractual 1.75% July 1, 2013 June 30, 2018
Invesco California Tax-Free Income Fund
Class A Shares Contractual 1.50% July 1, 2012 June 30, 2018
Class B Shares Contractual 2.00% July 1, 2012 June 30, 2018
Class C Shares Contractual 2.00% July 1, 2012 June 30, 2018
Class R6 Shares Contractual 1.25% April 4, 2017 June 30, 2018
Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2018
Invesco Core Plus Bond Fund
Class A Shares Contractual 0.75% December 16, 2016 December 31, 2017
Class B Shares Contractual 1.50% December 16, 2016 December 31, 2017
Class C Shares Contractual 1.50% December 16, 2016 December 31, 2017
Class R Shares Contractual 1.00% December 16, 2016 December 31, 2017
Class R5 Shares Contractual 0.50% December 16, 2016 December 31, 2017
Class R6 Shares Contractual 0.50% December 16, 2016 December 31, 2017
Class Y Shares Contractual 0.50% December 16, 2016 December 31, 2017
Invesco Equally-Weighted S&P 500 Fund
Class A Shares Contractual 2.00% July 1, 2012 June 30, 2018
Class B Shares Contractual 2.75% July 1, 2012 June 30, 2018
Class C Shares Contractual 2.75% July 1, 2012 June 30, 2018
Class R Shares Contractual 2.25% July 1, 2012 June 30, 2018
Class R6 Shares Contractual 1.75% September 24, 2012 June 30, 2018
Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2018
Invesco Equity and Income Fund
Class A Shares Contractual 1.50% July 1, 2012 June 30, 2018
Class B Shares Contractual 2.25% July 1, 2012 June 30, 2018
Class C Shares Contractual 2.25% July 1, 2012 June 30, 2018
Class R Shares Contractual 1.75% July 1, 2012 June 30, 2018
Class R5 Shares Contractual 1.25% July 1, 2012 June 30, 2018
Class R6 Shares Contractual 1.25% September 24, 2012 June 30, 2018
Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2018
Invesco Floating Rate Fund
Class A Shares Contractual 1.50% April 14, 2006 June 30, 2018
Class C Shares Contractual 2.00% April 14, 2006 June 30, 2018
Class R Shares Contractual 1.75% April 14, 2006 June 30, 2018
Class R5 Shares Contractual 1.25% April 14, 2006 June 30, 2018
Class R6 Shares Contractual 1.25% September 24, 2012 June 30, 2018
Class Y Shares Contractual 1.25% October 3, 2008 June 30, 2018
Invesco Global Real Estate Income Fund
Class A Shares Contractual 2.00% July 1, 2009 June 30, 2018
Class B Shares Contractual 2.75% July 1, 2009 June 30, 2018
Class C Shares Contractual 2.75% July 1, 2009 June 30, 2018
Class R5 Shares Contractual 1.75% July 1, 2009 June 30, 2018
Class R6 Shares Contractual 1.75% September 24, 2012 June 30, 2018
Class Y Shares Contractual 1.75% July 1, 2009 June 30, 2018
</TABLE>
See page 17 for footnotes to Exhibit A.
3
<PAGE>
<TABLE>
<CAPTION>
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ --------------------- ------------------ -----------------
<S> <C> <C> <C> <C>
Invesco Growth and Income Fund
Class A Shares Contractual 2.00% July 1, 2012 June 30, 2018
Class B Shares Contractual 2.75% July 1, 2012 June 30, 2018
Class C Shares Contractual 2.75% July 1, 2012 June 30, 2018
Class R Shares Contractual 2.25% July 1, 2012 June 30, 2018
Class R5 Shares Contractual 1.75% July 1, 2012 June 30, 2018
Class R6 Shares Contractual 1.75% September 24, 2012 June 30, 2018
Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2018
Invesco Low Volatility Equity Yield Fund
Class A Shares Contractual 2.00% July 1, 2012 June 30, 2018
Class B Shares Contractual 2.75% July 1, 2012 June 30, 2018
Class C Shares Contractual 2.75% July 1, 2012 June 30, 2018
Class R Shares Contractual 2.25% July 1, 2012 June 30, 2018
Class R5 Shares Contractual 1.75% July 1, 2012 June 30, 2018
Class R6 Shares Contractual 1.75% April 4, 2017 June 30, 2018
Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2018
Investor Class Shares Contractual 2.00% July 1, 2012 June 30, 2018
Invesco Pennsylvania Tax Free Income Fund
Class A Shares Contractual 1.50% July 1, 2012 June 30, 2018
Class B Shares Contractual 2.25% July 1, 2012 June 30, 2018
Class C Shares Contractual 2.25% July 1, 2012 June 30, 2018
Class R6 Shares Contractual 1.25% April 4, 2017 June 30, 2018
Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2018
Invesco S&P 500 Index Fund
Class A Shares Contractual 2.00% July 1, 2012 June 30, 2018
Class B Shares Contractual 2.75% July 1, 2012 June 30, 2018
Class C Shares Contractual 2.75% July 1, 2012 June 30, 2018
Class R6 Shares Contractual 1.75% April 4, 2017 June 30, 2018
Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2018
Invesco Short Duration High Yield Municipal Fund
Class A Shares Contractual 0.79% September 30, 2015 April 30, 2018
Class C Shares Contractual 1.54% September 30, 2015 April 30, 2018
Class R5 Shares Contractual 0.54% September 30, 2015 April 30, 2018
Class R6 Shares Contractual 0.54% April 4, 2017 April 30, 2018
Class Y Shares Contractual 0.54% September 30, 2015 April 30, 2018
Invesco Small Cap Discovery Fund
Class A Shares Contractual 2.00% July 1, 2012 June 30, 2018
Class B Shares Contractual 2.75% July 1, 2012 June 30, 2018
Class C Shares Contractual 2.75% July 1, 2012 June 30, 2018
Class R5 Shares Contractual 1.75% September 24, 2012 June 30, 2018
Class R6 Shares Contractual 1.75% September 24, 2012 June 30, 2018
Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2018
Invesco Strategic Real Return Fund
Class A Shares Contractual 0.82% less net AFFE* April 30, 2014 December 31, 2017
Class C Shares Contractual 1.57% less net AFFE* April 30, 2014 December 31, 2017
Class R Shares Contractual 1.07% less net AFFE* April 30, 2014 December 31, 2017
Class R5 Shares Contractual 0.57% less net AFFE* April 30, 2014 December 31, 2017
Class R6 Shares Contractual 0.57% less net AFFE* April 30, 2014 December 31, 2017
Class Y Shares Contractual 0.57% less net AFFE* April 30, 2014 December 31, 2017
</TABLE>
See page 17 for footnotes to Exhibit A.
4
<PAGE>
AIM EQUITY FUNDS (INVESCO EQUITY FUNDS)
<TABLE>
<CAPTION>
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ ---------- ------------------ --------------
<S> <C> <C> <C> <C>
Invesco Charter Fund
Class A Shares Contractual 2.00% July 1, 2009 June 30, 2018
Class B Shares Contractual 2.75% July 1, 2009 June 30, 2018
Class C Shares Contractual 2.75% July 1, 2009 June 30, 2018
Class R Shares Contractual 2.25% July 1, 2009 June 30, 2018
Class R5 Shares Contractual 1.75% July 1, 2009 June 30, 2018
Class R6 Shares Contractual 1.75% September 24, 2012 June 30, 2018
Class S Shares Contractual 1.90% September 25, 2009 June 30, 2018
Class Y Shares Contractual 1.75% July 1, 2009 June 30, 2018
Invesco Diversified Dividend Fund
Class A Shares Contractual 2.00% July 1, 2013 June 30, 2018
Class B Shares Contractual 2.75% July 1, 2013 June 30, 2018
Class C Shares Contractual 2.75% July 1, 2013 June 30, 2018
Class R Shares Contractual 2.25% July 1, 2013 June 30, 2018
Class R5 Shares Contractual 1.75% July 1, 2013 June 30, 2018
Class R6 Shares Contractual 1.75% July 1, 2013 June 30, 2018
Class Y Shares Contractual 1.75% July 1, 2013 June 30, 2018
Investor Class Shares Contractual 2.00% July 1, 2013 June 30, 2018
Invesco Summit Fund
Class A Shares Contractual 2.00% July 1, 2009 June 30, 2018
Class B Shares Contractual 2.75% July 1, 2009 June 30, 2018
Class C Shares Contractual 2.75% July 1, 2009 June 30, 2018
Class P Shares Contractual 1.85% July 1, 2009 June 30, 2018
Class R5 Shares Contractual 1.75% July 1, 2009 June 30, 2018
Class R6 Shares Contractual 1.75% April 4, 2017 June 30, 2018
Class S Shares Contractual 1.90% September 25, 2009 June 30, 2018
Class Y Shares Contractual 1.75% July 1, 2009 June 30, 2018
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, 2018
Class B Shares Contractual 3.00% July 1, 2009 June 30, 2018
Class C Shares Contractual 3.00% July 1, 2009 June 30, 2018
Class R6 Shares Contractual 2.00% April 4, 2017 June 30, 2018
Class Y Shares Contractual 2.00% July 1, 2009 June 30, 2018
Invesco Global Core Equity Fund
Class A Shares Contractual 1.22% January 1, 2017 April 30, 2018
Class B Shares Contractual 1.97% January 1, 2017 April 30, 2018
Class C Shares Contractual 1.97% January 1, 2017 April 30, 2018
Class R Shares Contractual 1.47% January 1, 2017 April 30, 2018
Class R5 Shares Contractual 0.97% January 1, 2017 April 30, 2018
Class R6 Shares Contractual 0.97% April 4, 2017 April 30, 2018
Class Y Shares Contractual 0.97% January 1, 2017 April 30, 2018
Invesco International Small Company Fund
Class A Shares Contractual 2.25% July 1, 2009 June 30, 2018
Class B Shares Contractual 3.00% July 1, 2009 June 30, 2018
Class C Shares Contractual 3.00% July 1, 2009 June 30, 2018
Class R5 Shares Contractual 2.00% July 1, 2009 June 30, 2018
Class R6 Shares Contractual 2.00% September 24, 2012 June 30, 2018
Class Y Shares Contractual 2.00% July 1, 2009 June 30, 2018
</TABLE>
See page 17 for footnotes to Exhibit A.
5
<PAGE>
<TABLE>
<CAPTION>
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ --------------------- ------------------ --------------
<S> <C> <C> <C> <C>
Invesco Small Cap Equity Fund
Class A Shares Contractual 2.00% July 1, 2009 June 30, 2018
Class B Shares Contractual 2.75% July 1, 2009 June 30, 2018
Class C Shares Contractual 2.75% July 1, 2009 June 30, 2018
Class R Shares Contractual 2.25% July 1, 2009 June 30, 2018
Class R5 Shares Contractual 1.75% July 1, 2009 June 30, 2018
Class R6 Shares Contractual 1.75% September 24, 2012 June 30, 2018
Class Y Shares Contractual 1.75% July 1, 2009 June 30, 2018
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 1.44% less net AFFE* January 1, 2017 April 30, 2018
Class C Shares Contractual 2.19% less net AFFE* January 1, 2017 April 30, 2018
Class R Shares Contractual 1.69% less net AFFE* January 1, 2017 April 30, 2018
Class R5 Shares Contractual 1.19% less net AFFE* January 1, 2017 April 30, 2018
Class R6 Shares Contractual 1.19% less net AFFE* January 1, 2017 April 30, 2018
Class Y Shares Contractual 1.19% less net AFFE* January 1, 2017 April 30, 2018
Invesco Balanced-Risk Retirement 2020 Fund
Class A Shares Contractual 0.25% November 4, 2009 April 30, 2018
Class AX Shares Contractual 0.25% February 12, 2010 April 30, 2018
Class B Shares Contractual 1.00% November 4, 2009 April 30, 2018
Class C Shares Contractual 1.00% November 4, 2009 April 30, 2018
Class CX Shares Contractual 1.00% February 12, 2010 April 30, 2018
Class R Shares Contractual 0.50% November 4, 2009 April 30, 2018
Class R5 Shares Contractual 0.00% November 4, 2009 April 30, 2018
Class R6 Shares Contractual 0.00% September 24, 2012 April 30, 2018
Class RX Shares Contractual 0.50% February 12, 2010 April 30, 2018
Class Y Shares Contractual 0.00% November 4, 2009 April 30, 2018
Invesco Balanced-Risk Retirement 2030 Fund
Class A Shares Contractual 0.25% November 4, 2009 April 30, 2018
Class AX Shares Contractual 0.25% February 12, 2010 April 30, 2018
Class B Shares Contractual 1.00% November 4, 2009 April 30, 2018
Class C Shares Contractual 1.00% November 4, 2009 April 30, 2018
Class CX Shares Contractual 1.00% February 12, 2010 April 30, 2018
Class R Shares Contractual 0.50% November 4, 2009 April 30, 2018
Class R5 Shares Contractual 0.00% November 4, 2009 April 30, 2018
Class R6 Shares Contractual 0.00% September 24, 2012 April 30, 2018
Class RX Shares Contractual 0.50% February 12, 2010 April 30, 2018
Class Y Shares Contractual 0.00% November 4, 2009 April 30, 2018
Invesco Balanced-Risk Retirement 2040 Fund
Class A Shares Contractual 0.25% November 4, 2009 April 30, 2018
Class AX Shares Contractual 0.25% February 12, 2010 April 30, 2018
Class B Shares Contractual 1.00% November 4, 2009 April 30, 2018
Class C Shares Contractual 1.00% November 4, 2009 April 30, 2018
Class CX Shares Contractual 1.00% February 12, 2010 April 30, 2018
Class R Shares Contractual 0.50% November 4, 2009 April 30, 2018
Class R5 Shares Contractual 0.00% November 4, 2009 April 30, 2018
Class R6 Shares Contractual 0.00% September 24, 2012 April 30, 2018
Class RX Shares Contractual 0.50% February 12, 2010 April 30, 2018
Class Y Shares Contractual 0.00% November 4, 2009 April 30, 2018
</TABLE>
See page 17 for footnotes to Exhibit A.
6
<PAGE>
<TABLE>
<CAPTION>
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ ---------- ------------------ --------------
<S> <C> <C> <C> <C>
Invesco Balanced-Risk Retirement 2050 Fund
Class A Shares Contractual 0.25% November 4, 2009 April 30, 2018
Class AX Shares Contractual 0.25% February 12, 2010 April 30, 2018
Class B Shares Contractual 1.00% November 4, 2009 April 30, 2018
Class C Shares Contractual 1.00% November 4, 2009 April 30, 2018
Class CX Shares Contractual 1.00% February 12, 2010 April 30, 2018
Class R Shares Contractual 0.50% November 4, 2009 April 30, 2018
Class R5 Shares Contractual 0.00% November 4, 2009 April 30, 2018
Class R6 Shares Contractual 0.00% September 24, 2012 April 30, 2018
Class RX Shares Contractual 0.50% February 12, 2010 April 30, 2018
Class Y Shares Contractual 0.00% November 4, 2009 April 30, 2018
Invesco Balanced-Risk Retirement Now Fund
Class A Shares Contractual 0.25% November 4, 2009 April 30, 2018
Class AX Shares Contractual 0.25% February 12, 2010 April 30, 2018
Class B Shares Contractual 1.00% November 4, 2009 April 30, 2018
Class C Shares Contractual 1.00% November 4, 2009 April 30, 2018
Class CX Shares Contractual 1.00% February 12, 2010 April 30, 2018
Class R Shares Contractual 0.50% November 4, 2009 April 30, 2018
Class R5 Shares Contractual 0.00% November 4, 2009 April 30, 2018
Class R6 Shares Contractual 0.00% September 24, 2012 April 30, 2018
Class RX Shares Contractual 0.50% February 12, 2010 April 30, 2018
Class Y Shares Contractual 0.00% November 4, 2009 April 30, 2018
Invesco Conservative Allocation Fund
Class A Shares Contractual 1.50% July 1, 2012 June 30, 2018
Class B Shares Contractual 2.25% July 1, 2012 June 30, 2018
Class C Shares Contractual 2.25% July 1, 2012 June 30, 2018
Class R Shares Contractual 1.75% July 1, 2012 June 30, 2018
Class R5 Shares Contractual 1.25% July 1, 2012 June 30, 2018
Class R6 Shares Contractual 1.25% April 4, 2017 June 30, 2018
Class S Shares Contractual 1.40% July 1, 2012 June 30, 2018
Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2018
Invesco Convertible Securities Fund
Class A Shares Contractual 1.50% July 1, 2012 June 30, 2018
Class B Shares Contractual 2.25% July 1, 2012 June 30, 2018
Class C Shares Contractual 2.25% July 1, 2012 June 30, 2018
Class R5 Shares Contractual 1.25% July 1, 2012 June 30, 2018
Class R6 Shares Contractual 1.25% September 24, 2012 June 30, 2018
Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2018
Invesco Global Low Volatility Equity Yield Fund
Class A Shares Contractual 2.00% May 1, 2016 June 30, 2018
Class B Shares Contractual 2.75% May 1, 2016 June 30, 2018
Class C Shares Contractual 2.75% May 1, 2016 June 30, 2018
Class R Shares Contractual 2.25% May 1, 2016 June 30, 2018
Class R5 Shares Contractual 1.75% May 1, 2016 June 30, 2018
Class R6 Shares Contractual 1.75% April 4, 2017 June 30, 2018
Class Y Shares Contractual 1.75% May 1, 2016 June 30, 2018
Invesco Growth Allocation Fund
Class A Shares Contractual 2.00% July 1, 2012 June 30, 2018
Class B Shares Contractual 2.75% July 1, 2012 June 30, 2018
Class C Shares Contractual 2.75% July 1, 2012 June 30, 2018
Class R Shares Contractual 2.25% July 1, 2012 June 30, 2018
Class R5 Shares Contractual 1.75% July 1, 2012 June 30, 2018
Class R6 Shares Contractual 1.75% April 4, 2017 June 30, 2018
Class S Shares Contractual 1.90% July 1, 2012 June 30, 2018
Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2018
</TABLE>
See page 17 for footnotes to Exhibit A.
7
<PAGE>
<TABLE>
<CAPTION>
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ --------------------- ------------------ --------------
<S> <C> <C> <C> <C>
Invesco Income Allocation Fund
Class A Shares Contractual 0.25% May 1, 2012 April 30, 2018
Class B Shares Contractual 1.00% May 1, 2012 April 30, 2018
Class C Shares Contractual 1.00% May 1, 2012 April 30, 2018
Class R Shares Contractual 0.50% May 1, 2012 April 30, 2018
Class R5 Shares Contractual 0.00% May 1, 2012 April 30, 2018
Class R6 Shares Contractual 0.00% April 4, 2017 April 30, 2018
Class Y Shares Contractual 0.00% May 1, 2012 April 30, 2018
Invesco International Allocation Fund
Class A Shares Contractual 2.25% May 1, 2012 June 30, 2018
Class B Shares Contractual 3.00% May 1, 2012 June 30, 2018
Class C Shares Contractual 3.00% May 1, 2012 June 30, 2018
Class R Shares Contractual 2.50% May 1, 2012 June 30, 2018
Class R5 Shares Contractual 2.00% May 1, 2012 June 30, 2018
Class R6 Shares Contractual 2.00% April 4, 2017 June 30, 2018
Class Y Shares Contractual 2.00% May 1, 2012 June 30, 2018
Invesco Mid Cap Core Equity Fund
Class A Shares Contractual 2.00% July 1, 2009 June 30, 2018
Class B Shares Contractual 2.75% July 1, 2009 June 30, 2018
Class C Shares Contractual 2.75% July 1, 2009 June 30, 2018
Class R Shares Contractual 2.25% July 1, 2009 June 30, 2018
Class R5 Shares Contractual 1.75% July 1, 2009 June 30, 2018
Class R6 Shares Contractual 1.75% September 24, 2012 June 30, 2018
Class Y Shares Contractual 1.75% July 1, 2009 June 30, 2018
Invesco Moderate Allocation Fund
Class A Shares Contractual 1.50% July 1, 2012 June 30, 2018
Class B Shares Contractual 2.25% July 1, 2012 June 30, 2018
Class C Shares Contractual 2.25% July 1, 2012 June 30, 2018
Class R Shares Contractual 1.75% July 1, 2012 June 30, 2018
Class R5 Shares Contractual 1.25% July 1, 2012 June 30, 2018
Class R6 Shares Contractual 1.25% April 4, 2017 June 30, 2018
Class S Shares Contractual 1.40% July 1, 2012 June 30, 2018
Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2018
Invesco Multi-Asset Inflation Fund
Class A Shares Contractual 1.02% less net AFFE* January 1, 2017 April 30, 2018
Class C Shares Contractual 1.77% less net AFFE* January 1, 2017 April 30, 2018
Class R Shares Contractual 1.27% less net AFFE* January 1, 2017 April 30, 2018
Class R5 Shares Contractual 0.77% less net AFFE* January 1, 2017 April 30, 2018
Class R6 Shares Contractual 0.77% less net AFFE* January 1, 2017 April 30, 2018
Class Y Shares Contractual 0.77% less net AFFE* January 1, 2017 April 30, 2018
Invesco Quality Income Fund
Class A Shares Contractual 1.50% July 1, 2012 June 30, 2018
Class B Shares Contractual 2.25% July 1, 2012 June 30, 2018
Class C Shares Contractual 2.25% July 1, 2012 June 30, 2018
Class R5 Shares Contractual 1.25% July 1, 2012 June 30, 2018
Class R6 Shares Contractual 1.25% April 4, 2017 June 30, 2018
Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2018
Invesco Small Cap Growth Fund
Class A Shares Contractual 2.00% July 1, 2009 June 30, 2018
Class B Shares Contractual 2.75% July 1, 2009 June 30, 2018
Class C Shares Contractual 2.75% July 1, 2009 June 30, 2018
Class R Shares Contractual 2.25% July 1, 2009 June 30, 2018
Class R5 Shares Contractual 1.75% July 1, 2009 June 30, 2018
Class R6 Shares Contractual 1.75% September 24, 2012 June 30, 2018
Class Y Shares Contractual 1.75% July 1, 2009 June 30, 2018
Investor Class Shares Contractual 2.00% July 1, 2009 June 30, 2018
</TABLE>
See page 17 for footnotes to Exhibit A.
8
<PAGE>
AIM INTERNATIONAL MUTUAL FUNDS (INVESCO INTERNATIONAL MUTUAL FUNDS)
<TABLE>
<CAPTION>
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ ---------- ----------------- -----------------
<S> <C> <C> <C> <C>
Invesco Asia Pacific Growth Fund
Class A Shares Contractual 2.25% July 1, 2009 June 30, 2018
Class B Shares Contractual 3.00% July 1, 2009 June 30, 2018
Class C Shares Contractual 3.00% July 1, 2009 June 30, 2018
Class R6 Shares Contractual 2.00% April 4, 2017 June 30, 2018
Class Y Shares Contractual 2.00% July 1, 2009 June 30, 2018
Invesco European Growth Fund
Class A Shares Contractual 2.25% July 1, 2009 June 30, 2018
Class B Shares Contractual 3.00% July 1, 2009 June 30, 2018
Class C Shares Contractual 3.00% July 1, 2009 June 30, 2018
Class R Shares Contractual 2.50% July 1, 2009 June 30, 2018
Class R6 Shares Contractual 2.00% April 4, 2017 June 30, 2018
Class Y Shares Contractual 2.00% July 1, 2009 June 30, 2018
Investor Class Shares Contractual 2.25% July 1, 2009 June 30, 2018
Invesco Global Growth Fund
Class A Shares Contractual 1.22% January 1, 2017 February 28, 2018
Class B Shares Contractual 1.97% January 1, 2017 February 28, 2018
Class C Shares Contractual 1.97% January 1, 2017 February 28, 2018
Class R5 Shares Contractual 0.97% January 1, 2017 February 28, 2018
Class R6 Shares Contractual 0.97% January 1, 2017 February 28, 2018
Class Y Shares Contractual 0.97% January 1, 2017 February 28, 2018
Invesco Global Opportunities Fund
Class A Shares Contractual 1.02% January 1, 2017 February 28, 2018
Class C Shares Contractual 1.77% January 1, 2017 February 28, 2018
Class R Shares Contractual 1.27% January 1, 2017 February 28, 2018
Class R5 Shares Contractual 0.77% January 1, 2017 February 28, 2018
Class R6 Shares Contractual 0.77% January 1, 2017 February 28, 2018
Class Y Shares Contractual 0.77% January 1, 2017 February 28, 2018
Invesco Global Small & Mid Cap Growth Fund
Class A Shares Contractual 2.25% July 1, 2009 June 30, 2018
Class B Shares Contractual 3.00% July 1, 2009 June 30, 2018
Class C Shares Contractual 3.00% July 1, 2009 June 30, 2018
Class R5 Shares Contractual 2.00% July 1, 2009 June 30, 2018
Class R6 Shares Contractual 2.00% April 4, 2017 June 30, 2018
Class Y Shares Contractual 2.00% July 1, 2009 June 30, 2018
Invesco Global Responsibility Equity Fund
Class A Shares Contractual 0.85% June 30, 2016 February 28, 2018
Class C Shares Contractual 1.60% June 30, 2016 February 28, 2018
Class R Shares Contractual 1.10% June 30, 2016 February 28, 2018
Class R5 Shares Contractual 0.60% June 30, 2016 February 28, 2018
Class R6 Shares Contractual 0.60% June 30, 2016 February 28, 2018
Class Y Shares Contractual 0.60% June 30, 2016 February 28, 2018
Invesco International Companies Fund
Class A Shares Contractual 1.12% January 1, 2017 February 28, 2018
Class C Shares Contractual 1.87% January 1, 2017 February 28, 2018
Class R Shares Contractual 1.37% January 1, 2017 February 28, 2018
Class R5 Shares Contractual 0.87% January 1, 2017 February 28, 2018
Class R6 Shares Contractual 0.87% January 1, 2017 February 28, 2018
Class Y Shares Contractual 0.87% January 1, 2017 February 28, 2018
</TABLE>
See page 17 for footnotes to Exhibit A.
9
<PAGE>
<TABLE>
<CAPTION>
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ ---------- ------------------ -----------------
<S> <C> <C> <C> <C>
Invesco International Core Equity Fund
Class A Shares Contractual 1.12% January 1, 2017 February 28, 2018
Class B Shares Contractual 1.87% January 1, 2017 February 28, 2018
Class C Shares Contractual 1.87% January 1, 2017 February 28, 2018
Class R Shares Contractual 1.37% January 1, 2017 February 28, 2018
Class R5 Shares Contractual 0.87% January 1, 2017 February 28, 2018
Class R6 Shares Contractual 0.87% January 1, 2017 February 28, 2018
Class Y Shares Contractual 0.87% January 1, 2017 February 28, 2018
Investor Class Shares Contractual 1.12% January 1, 2017 February 28, 2018
Invesco International Growth Fund
Class A Shares Contractual 2.25% July 1, 2013 June 30, 2018
Class B Shares Contractual 3.00% July 1, 2013 June 30, 2018
Class C Shares Contractual 3.00% July 1, 2013 June 30, 2018
Class R Shares Contractual 2.50% July 1, 2013 June 30, 2018
Class R5 Shares Contractual 2.00% July 1, 2013 June 30, 2018
Class R6 Shares Contractual 2.00% July 1, 2013 June 30, 2018
Class Y Shares Contractual 2.00% July 1, 2013 June 30, 2018
Invesco Select Opportunities Fund
Class A Shares Contractual 1.02% January 1, 2017 February 28, 2018
Class C Shares Contractual 1.77% January 1, 2017 February 28, 2018
Class R Shares Contractual 1.27% January 1, 2017 February 28, 2018
Class R5 Shares Contractual 0.77% January 1, 2017 February 28, 2018
Class R6 Shares Contractual 0.77% January 1, 2017 February 28, 2018
Class Y Shares Contractual 0.77% January 1, 2017 February 28, 2018
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 1.50% January 1, 2017 February 28, 2018
Class C Shares Contractual 2.25% January 1, 2017 February 28, 2018
Class R Shares Contractual 1.75% January 1, 2017 February 28, 2018
Class R5 Shares Contractual 1.25% January 1, 2017 February 28, 2018
Class R6 Shares Contractual 1.25% January 1, 2017 February 28, 2018
Class Y Shares Contractual 1.25% January 1, 2017 February 28, 2018
Invesco Balanced-Risk Allocation Fund/2/
Class A Shares Contractual 2.00% July 1, 2012 June 30, 2018
Class B Shares Contractual 2.75% July 1, 2012 June 30, 2018
Class C Shares Contractual 2.75% July 1, 2012 June 30, 2018
Class R Shares Contractual 2.25% July 1, 2012 June 30, 2018
Class R5 Shares Contractual 1.75% July 1, 2012 June 30, 2018
Class R6 Shares Contractual 1.75% September 24, 2012 June 30, 2018
Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2018
Invesco Balanced-Risk Commodity Strategy Fund/3/
Class A Shares Contractual 2.00% July 1, 2014 June 30, 2018
Class B Shares Contractual 2.75% July 1, 2014 June 30, 2018
Class C Shares Contractual 2.75% July 1, 2014 June 30, 2018
Class R Shares Contractual 2.25% July 1, 2014 June 30, 2018
Class R5 Shares Contractual 1.75% July 1, 2014 June 30, 2018
Class R6 Shares Contractual 1.75% July 1, 2014 June 30, 2018
Class Y Shares Contractual 1.75% July 1, 2014 June 30, 2018
</TABLE>
See page 17 for footnotes to Exhibit A.
10
<PAGE>
<TABLE>
<CAPTION>
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ ---------- ------------------ -----------------
<S> <C> <C> <C> <C>
Invesco Developing Markets Fund
Class A Shares Contractual 2.25% July 1, 2012 June 30, 2018
Class B Shares Contractual 3.00% July 1, 2012 June 30, 2018
Class C Shares Contractual 3.00% July 1, 2012 June 30, 2018
Class R5 Shares Contractual 2.00% July 1, 2012 June 30, 2018
Class R6 Shares Contractual 2.00% September 24, 2012 June 30, 2018
Class Y Shares Contractual 2.00% July 1, 2012 June 30, 2018
Invesco Emerging Markets Equity Fund
Class A Shares Contractual 1.33% January 1, 2017 February 28, 2018
Class C Shares Contractual 2.08% January 1, 2017 February 28, 2018
Class R Shares Contractual 1.58% January 1, 2017 February 28, 2018
Class R5 Shares Contractual 1.08% January 1, 2017 February 28, 2018
Class R6 Shares Contractual 1.08% January 1, 2017 February 28, 2018
Class Y Shares Contractual 1.08% January 1, 2017 February 28, 2018
Invesco Emerging Markets Flexible Bond Fund
Class A Shares Contractual 1.24% June 14, 2010 February 28, 2018
Class B Shares Contractual 1.99% June 14, 2010 February 28, 2018
Class C Shares Contractual 1.99% June 14, 2010 February 28, 2018
Class R Shares Contractual 1.49% June 14, 2010 February 28, 2018
Class R5 Shares Contractual 0.99% June 14, 2010 February 28, 2018
Class R6 Shares Contractual 0.99% September 24, 2012 February 28, 2018
Class Y Shares Contractual 0.99% June 14, 2010 February 28, 2018
Invesco Endeavor Fund
Class A Shares Contractual 2.00% July 1, 2009 June 30, 2018
Class B Shares Contractual 2.75% July 1, 2009 June 30, 2018
Class C Shares Contractual 2.75% July 1, 2009 June 30, 2018
Class R Shares Contractual 2.25% July 1, 2009 June 30, 2018
Class R5 Shares Contractual 1.75% July 1, 2009 June 30, 2018
Class R6 Shares Contractual 1.75% September 24, 2012 June 30, 2018
Class Y Shares Contractual 1.75% July 1, 2009 June 30, 2018
Invesco Global Health Care Fund
Class A Shares Contractual 2.00% July 1, 2012 June 30, 2018
Class B Shares Contractual 2.75% July 1, 2012 June 30, 2018
Class C Shares Contractual 2.75% July 1, 2012 June 30, 2018
Class R6 Shares Contractual 1.75% July 1, 2012 June 30, 2018
Class Y Shares Contractual 1.75% April 4, 2017 June 30, 2018
Investor Class Shares Contractual 2.00% July 1, 2012 June 30, 2018
Invesco Global Infrastructure Fund
Class A Shares Contractual 1.28% January 1, 2017 February 28, 2018
Class C Shares Contractual 2.03% January 1, 2017 February 28, 2018
Class R Shares Contractual 1.53% January 1, 2017 February 28, 2018
Class R5 Shares Contractual 1.03% January 1, 2017 February 28, 2018
Class R6 Shares Contractual 1.03% January 1, 2017 February 28, 2018
Class Y Shares Contractual 1.03% January 1, 2017 February 28, 2018
Invesco Global Market Neutral Fund
Class A Shares Contractual 1.50% January 1, 2017 February 28, 2018
Class C Shares Contractual 2.25% January 1, 2017 February 28, 2018
Class R Shares Contractual 1.75% January 1, 2017 February 28, 2018
Class R5 Shares Contractual 1.25% January 1, 2017 February 28, 2018
Class R6 Shares Contractual 1.25% January 1, 2017 February 28, 2018
Class Y Shares Contractual 1.25% January 1, 2017 February 28, 2018
</TABLE>
See page 17 for footnotes to Exhibit A.
11
<PAGE>
<TABLE>
<CAPTION>
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ --------------------- ----------------- -----------------
<S> <C> <C> <C> <C>
Invesco Global Targeted Returns Fund/4/
Class A Shares Contractual 1.44% less net AFFE* January 1, 2017 February 28, 2018
Class C Shares Contractual 2.19% less net AFFE* January 1, 2017 February 28, 2018
Class R Shares Contractual 1.69% less net AFFE* January 1, 2017 February 28, 2018
Class R5 Shares Contractual 1.19% less net AFFE* January 1, 2017 February 28, 2018
Class R6 Shares Contractual 1.19% less net AFFE* January 1, 2017 February 28, 2018
Class Y Shares Contractual 1.19% less net AFFE* January 1, 2017 February 28, 2018
Invesco Greater China Fund
Class A Shares Contractual 2.25% July 1, 2009 June 30, 2018
Class B Shares Contractual 3.00% July 1, 2009 June 30, 2018
Class C Shares Contractual 3.00% July 1, 2009 June 30, 2018
Class R5 Shares Contractual 2.00% July 1, 2009 June 30, 2018
Class R6 Shares Contractual 2.00% April 4, 2017 June 30, 2018
Class Y Shares Contractual 2.00% July 1, 2009 June 30, 2018
Invesco Long/Short Equity Fund
Class A Shares Contractual 1.59% January 1, 2017 February 28, 2018
Class C Shares Contractual 2.34% January 1, 2017 February 28, 2018
Class R Shares Contractual 1.84% January 1, 2017 February 28, 2018
Class R5 Shares Contractual 1.34% January 1, 2017 February 28, 2018
Class R6 Shares Contractual 1.34% January 1, 2017 February 28, 2018
Class Y Shares Contractual 1.34% January 1, 2017 February 28, 2018
Invesco Low Volatility Emerging Markets Fund
Class A Shares Contractual 1.33% January 1, 2017 February 28, 2018
Class C Shares Contractual 2.08% January 1, 2017 February 28, 2018
Class R Shares Contractual 1.58% January 1, 2017 February 28, 2018
Class R5 Shares Contractual 1.08% January 1, 2017 February 28, 2018
Class R6 Shares Contractual 1.08% January 1, 2017 February 28, 2018
Class Y Shares Contractual 1.08% January 1, 2017 February 28, 2018
Invesco MLP Fund
Class A Shares Contractual 1.28% January 1, 2017 February 28, 2018
Class C Shares Contractual 2.03% January 1, 2017 February 28, 2018
Class R Shares Contractual 1.53% January 1, 2017 February 28, 2018
Class R5 Shares Contractual 1.03% January 1, 2017 February 28, 2018
Class R6 Shares Contractual 1.03% January 1, 2017 February 28, 2018
Class Y Shares Contractual 1.03% January 1, 2017 February 28, 2018
Invesco Macro Allocation Strategy Fund/5/
Class A Shares Contractual 1.44% January 1, 2017 February 28, 2018
Class C Shares Contractual 2.19% January 1, 2017 February 28, 2018
Class R Shares Contractual 1.69% January 1, 2017 February 28, 2018
Class R5 Shares Contractual 1.19% January 1, 2017 February 28, 2018
Class R6 Shares Contractual 1.19% January 1, 2017 February 28, 2018
Class Y Shares Contractual 1.19% January 1, 2017 February 28, 2018
Invesco Multi-Asset Income Fund
Class A Shares Contractual 0.85% January 1, 2017 February 28, 2018
Class C Shares Contractual 1.60% January 1, 2017 February 28, 2018
Class R Shares Contractual 1.10% January 1, 2017 February 28, 2018
Class R5 Shares Contractual 0.60% January 1, 2017 February 28, 2018
Class R6 Shares Contractual 0.60% January 1, 2017 February 28, 2018
Class Y Shares Contractual 0.60% January 1, 2017 February 28, 2018
</TABLE>
See page 17 for footnotes to Exhibit A.
12
<PAGE>
<TABLE>
<CAPTION>
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ ---------- ------------------ -----------------
<S> <C> <C> <C> <C>
Invesco Pacific Growth Fund
Class A Shares Contractual 2.25% July 1, 2012 June 30, 2018
Class B Shares Contractual 3.00% July 1, 2012 June 30, 2018
Class C Shares Contractual 3.00% July 1, 2012 June 30, 2018
Class R Shares Contractual 2.50% July 1, 2012 June 30, 2018
Class R5 Shares Contractual 2.00% July 1, 2012 June 30, 2018
Class R6 Shares Contractual 2.00% April 4, 2017 June 30, 2018
Class Y Shares Contractual 2.00% July 1, 2012 June 30, 2018
Invesco Select Companies Fund
Class A Shares Contractual 2.00% July 1, 2009 June 30, 2018
Class B Shares Contractual 2.75% July 1, 2009 June 30, 2018
Class C Shares Contractual 2.75% July 1, 2009 June 30, 2018
Class R Shares Contractual 2.25% July 1, 2009 June 30, 2018
Class R5 Shares Contractual 1.75% July 1, 2009 June 30, 2018
Class R6 Shares Contractual 1.75% April 4, 2017 June 30, 2018
Class Y Shares Contractual 1.75% July 1, 2009 June 30, 2018
Invesco World Bond Fund
Class A Shares Contractual 0.94% December 1, 2016 February 28, 2018
Class B Shares Contractual 1.69% December 1, 2016 February 28, 2018
Class C Shares Contractual 1.69% December 1, 2016 February 28, 2018
Class R5 Shares Contractual 0.69% December 1, 2016 February 28, 2018
Class R6 Shares Contractual 0.69% December 1, 2016 February 28, 2018
Class Y Shares Contractual 0.69% December 1, 2016 February 28, 2018
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, 2018
Class B Shares Contractual 2.25% July 1, 2012 June 30, 2018
Class C Shares Contractual 2.25% July 1, 2012 June 30, 2018
Class R Shares Contractual 1.75% July 1, 2012 June 30, 2018
Class R5 Shares Contractual 1.25% July 1, 2012 June 30, 2018
Class R6 Shares Contractual 1.25% September 24, 2012 June 30, 2018
Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2018
Invesco Global Real Estate Fund
Class A Shares Contractual 2.00% July 1, 2009 June 30, 2018
Class B Shares Contractual 2.75% July 1, 2009 June 30, 2018
Class C Shares Contractual 2.75% July 1, 2009 June 30, 2018
Class R Shares Contractual 2.25% July 1, 2009 June 30, 2018
Class R5 Shares Contractual 1.75% July 1, 2009 June 30, 2018
Class R6 Shares Contractual 1.75% September 24, 2012 June 30, 2018
Class Y Shares Contractual 1.75% July 1, 2009 June 30, 2018
Invesco High Yield Fund
Class A Shares Contractual 1.50% July 1, 2013 June 30, 2018
Class B Shares Contractual 2.25% July 1, 2013 June 30, 2018
Class C Shares Contractual 2.25% July 1, 2013 June 30, 2018
Class R5 Shares Contractual 1.25% July 1, 2013 June 30, 2018
Class R6 Shares Contractual 1.25% July 1, 2013 June 30, 2018
Class Y Shares Contractual 1.25% July 1, 2013 June 30, 2018
Investor Class Shares Contractual 1.50% July 1, 2013 June 30, 2018
</TABLE>
See page 17 for footnotes to Exhibit A.
13
<PAGE>
<TABLE>
<CAPTION>
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ ---------- ------------------ -------------
<S> <C> <C> <C> <C>
Invesco Short Duration Inflation Protected Fund
Class A Shares Contractual 0.55% December 31, 2015 June 30, 2018
Class A2 Shares Contractual 0.45% December 31, 2015 June 30, 2018
Class R5 Shares Contractual 0.30% December 31, 2015 June 30, 2018
Class R6 Shares Contractual 0.30% December 31, 2015 June 30, 2018
Class Y Shares Contractual 0.30% December 31, 2015 June 30, 2018
Invesco Real Estate Fund
Class A Shares Contractual 2.00% July 1, 2012 June 30, 2018
Class B Shares Contractual 2.75% July 1, 2012 June 30, 2018
Class C Shares Contractual 2.75% July 1, 2012 June 30, 2018
Class R Shares Contractual 2.25% July 1, 2012 June 30, 2018
Class R5 Shares Contractual 1.75% July 1, 2012 June 30, 2018
Class R6 Shares Contractual 1.75% September 24, 2012 June 30, 2018
Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2018
Investor Class Shares Contractual 2.00% July 1, 2012 June 30, 2018
Invesco Short Term Bond Fund
Class A Shares Contractual 1.40% July 1, 2013 June 30, 2018
Class C Shares Contractual 1.75%/6/ July 1, 2013 June 30, 2018
Class R Shares Contractual 1.75% July 1, 2013 June 30, 2018
Class R5 Shares Contractual 1.25% July 1, 2013 June 30, 2018
Class R6 Shares Contractual 1.25% July 1, 2013 June 30, 2018
Class Y Shares Contractual 1.25% July 1, 2013 June 30, 2018
Invesco U.S. Government Fund
Class A Shares Contractual 1.50% July 1, 2012 June 30, 2018
Class B Shares Contractual 2.25% July 1, 2012 June 30, 2018
Class C Shares Contractual 2.25% July 1, 2012 June 30, 2018
Class R Shares Contractual 1.75% July 1, 2012 June 30, 2018
Class R5 Shares Contractual 1.25% July 1, 2012 June 30, 2018
Class R6 Shares Contractual 1.25% April 4, 2017 June 30, 2018
Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2018
Investor Class Shares Contractual 1.50% July 1, 2012 June 30, 2018
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, 2018
Class B Shares Contractual 2.75% July 1, 2013 June 30, 2018
Class C Shares Contractual 2.75% July 1, 2013 June 30, 2018
Class R Shares Contractual 2.25% July 1, 2013 June 30, 2018
Class R5 Shares Contractual 1.75% July 1, 2013 June 30, 2018
Class R6 Shares Contractual 1.75% July 1, 2013 June 30, 2018
Class Y Shares Contractual 1.75% July 1, 2013 June 30, 2018
Invesco Comstock Fund
Class A Shares Contractual 2.00% July 1, 2012 June 30, 2018
Class B Shares Contractual 2.75% July 1, 2012 June 30, 2018
Class C Shares Contractual 2.75% July 1, 2012 June 30, 2018
Class R Shares Contractual 2.25% July 1, 2012 June 30, 2018
Class R5 Shares Contractual 1.75% July 1, 2012 June 30, 2018
Class R6 Shares Contractual 1.75% September 24, 2012 June 30, 2018
Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2018
</TABLE>
See page 17 for footnotes to Exhibit A.
14
<PAGE>
<TABLE>
<CAPTION>
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ ---------- ----------------- -------------
<S> <C> <C> <C> <C>
Invesco Energy Fund
Class A Shares Contractual 2.00% July 1, 2009 June 30, 2018
Class B Shares Contractual 2.75% July 1, 2009 June 30, 2018
Class C Shares Contractual 2.75% July 1, 2009 June 30, 2018
Class R5 Shares Contractual 1.75% July 1, 2009 June 30, 2018
Class R6 Shares Contractual 1.75% April 4, 2017 June 30, 2018
Class Y Shares Contractual 1.75% July 1, 2009 June 30, 2018
Investor Class Shares Contractual 2.00% July 1, 2009 June 30, 2018
Invesco Dividend Income Fund
Class A Shares Contractual 2.00% September 1, 2016 June 30, 2018
Class B Shares Contractual 2.75% September 1, 2016 June 30, 2018
Class C Shares Contractual 2.75% September 1, 2016 June 30, 2018
Class R5 Shares Contractual 1.75% September 1, 2016 June 30, 2018
Class R6 Shares Contractual 1.75% September 1, 2016 June 30, 2018
Class Y Shares Contractual 1.75% September 1, 2016 June 30, 2018
Investor Class Shares Contractual 2.00% September 1, 2016 June 30, 2018
Invesco Gold & Precious Metals Fund
Class A Shares Contractual 2.00% July 1, 2009 June 30, 2018
Class B Shares Contractual 2.75% July 1, 2009 June 30, 2018
Class C Shares Contractual 2.75% July 1, 2009 June 30, 2018
Class R6 Shares Contractual 1.75% April 4, 2017 June 30, 2018
Class Y Shares Contractual 1.75% July 1, 2009 June 30, 2018
Investor Class Shares Contractual 2.00% July 1, 2009 June 30, 2018
Invesco Mid Cap Growth Fund
Class A Shares Contractual 2.00% August 1, 2015 June 30, 2018
Class B Shares Contractual 2.75% August 1, 2015 June 30, 2018
Class C Shares Contractual 2.75% August 1, 2015 June 30, 2018
Class R Shares Contractual 2.25% August 1, 2015 June 30, 2018
Class R5 Shares Contractual 1.75% August 1, 2015 June 30, 2018
Class R6 Shares Contractual 1.75% August 1, 2015 June 30, 2018
Class Y Shares Contractual 1.75% August 1, 2015 June 30, 2018
Invesco Small Cap Value Fund
Class A Shares Contractual 2.00% July 1, 2012 June 30, 2018
Class B Shares Contractual 2.75% July 1, 2012 June 30, 2018
Class C Shares Contractual 2.75% July 1, 2012 June 30, 2018
Class R6 Shares Contractual 1.75% February 7, 2017 June 30, 2018
Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2018
Invesco Technology Fund
Class A Shares Contractual 2.00% July 1, 2012 June 30, 2018
Class B Shares Contractual 2.75% July 1, 2012 June 30, 2018
Class C Shares Contractual 2.75% July 1, 2012 June 30, 2018
Class R5 Shares Contractual 1.75% July 1, 2012 June 30, 2018
Class R6 Shares Contractual 1.75% April 4, 2017 June 30, 2018
Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2018
Investor Class Shares Contractual 2.00% July 1, 2012 June 30, 2018
Invesco Technology Sector Fund
Class A Shares Contractual 2.00% February 12, 2010 June 30, 2018
Class B Shares Contractual 2.75% February 12, 2010 June 30, 2018
Class C Shares Contractual 2.75% February 12, 2010 June 30, 2018
Class Y Shares Contractual 1.75% February 12, 2010 June 30, 2018
Invesco Value Opportunities Fund
Class A Shares Contractual 2.00% July 1, 2012 June 30, 2018
Class B Shares Contractual 2.75% July 1, 2012 June 30, 2018
Class C Shares Contractual 2.75% July 1, 2012 June 30, 2018
Class R Shares Contractual 2.25% July 1, 2012 June 30, 2018
Class R5 Shares Contractual 1.75% July 1, 2012 June 30, 2018
Class R6 Shares Contractual 1.75% April 4, 2017 June 30, 2018
Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2018
</TABLE>
See page 17 for footnotes to Exhibit A.
15
<PAGE>
AIM TAX-EXEMPT FUNDS (INVESCO TAX-EXEMPT FUNDS)
<TABLE>
<CAPTION>
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ ---------- ----------------- -----------------
<S> <C> <C> <C> <C>
Invesco High Yield Municipal Fund
Class A Shares Contractual 1.50% July 1, 2012 June 30, 2018
Class B Shares Contractual 2.25% July 1, 2012 June 30, 2018
Class C Shares Contractual 2.25% July 1, 2012 June 30, 2018
Class R5 Shares Contractual 1.25% July 1, 2012 June 30, 2018
Class R6 Shares Contractual 1.25% April 4, 2017 June 30, 2018
Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2018
Invesco Intermediate Term Municipal Income Fund
Class A Shares Contractual 0.84% July 1, 2016 June 30, 2018
Class B Shares Contractual 1.59% July 1, 2016 June 30, 2018
Class C Shares Contractual 1.59% July 1, 2016 June 30, 2018
Class R6 Shares Contractual 0.59% April 4, 2017 June 30, 2018
Class Y Shares Contractual 0.59% July 1, 2016 June 30, 2018
Invesco Municipal Income Fund
Class A Shares Contractual 1.50% July 1, 2013 June 30, 2018
Class B Shares Contractual 2.25% July 1, 2013 June 30, 2018
Class C Shares Contractual 2.25% July 1, 2013 June 30, 2018
Class R6 Shares Contractual 1.25% April 4, 2017 June 30, 2018
Class Y Shares Contractual 1.25% July 1, 2013 June 30, 2018
Investor Class Contractual 1.50% July 15, 2013 June 30, 2018
Invesco New York Tax Free Income Fund
Class A Shares Contractual 1.50% July 1, 2012 June 30, 2018
Class B Shares Contractual 2.25% July 1, 2012 June 30, 2018
Class C Shares Contractual 2.25% July 1, 2012 June 30, 2018
Class R6 Shares Contractual 1.25% April 4, 2017 June 30, 2018
Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2018
Invesco Limited Term Municipal Income Fund
Class A Shares Contractual 1.50% July 1, 2012 June 30, 2018
Class A2 Shares Contractual 1.25% July 1, 2012 June 30, 2018
Class C Shares Contractual 2.25% June 30, 2013 June 30, 2018
Class R5 Shares Contractual 1.25% July 1, 2012 June 30, 2018
Class R6 Shares Contractual 1.25% April 4, 2017 June 30, 2018
Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2018
INVESCO MANAGEMENT TRUST
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ ---------- ----------------- -----------------
Invesco Conservative Income Fund
Institutional Class Contractual 0.28% July 1, 2014 December 31, 2017
INVESCO SECURITIES TRUST
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ ---------- ----------------- -----------------
Invesco Balanced-Risk Aggressive Allocation Fund Contractual 0.94% January 1, 2017 February 28, 2018
</TABLE>
* ACQUIRED FUND FEES AND EXPENSES ("AFFE") WILL BE CALCULATED AS OF THE FUND'S
FISCAL YEAR END ACCORDING TO INSTRUCTION 3(F) OF ITEM 3 OF FORM N-1A. "NET
AFFE" WILL BE CALCULATED BY SUBTRACTING ANY WAIVERS BY INVESCO ASSOCIATED
WITH INVESTMENTS IN AFFILIATED FUNDS, SUCH AS INVESTMENTS IN AFFILIATED MONEY
MARKET FUNDS, FROM THE AFFE CALCULATED IN ACCORDANCE WITH THE PRECEDING
SENTENCE. FOR CLARITY, THE NET AFFE CALCULATED AS OF THE FUND'S FISCAL YEAR
END WILL BE USED THROUGHOUT THE WAIVER PERIOD IN ESTABLISHING THE FUND'S
WAIVER AMOUNT, REGARDLESS OF WHETHER ACTUAL AFFE IS MORE OR LESS DURING THE
WAIVER PERIOD.
16
<PAGE>
/1/ The total operating expenses of any class of shares established after the
date of this Memorandum of Agreement will be limited to the amount
established for Class A Shares plus the difference between the new class
12b-1 rate and the Class A 12b-1 rate.
/2/ Includes waived fees or reimbursed expenses that Invesco receives from
Invesco Cayman Commodity Fund I, Ltd.
/3/ Includes waived fees or reimbursed expenses that Invesco receives from
Invesco Cayman Commodity Fund III, Ltd.
/4/ Includes waived fees or reimbursed expenses that Invesco receives from
Invesco Cayman Commodity Fund VII, Ltd.
/5/ Includes waived fees or reimbursed expenses that Invesco receives from
Invesco Cayman Commodity Fund V, Ltd.
/6/ The expense limit shown is the expense limit after Rule 12b-1 fee waivers
by Invesco Distributors, Inc.
17
<PAGE>
EXHIBIT "B" - INSTITUTIONAL MONEY MARKET FUNDS/1,2/
SHORT-TERM INVESTMENTS TRUST
<TABLE>
<CAPTION>
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ ---------- ----------------- -----------------
<S> <C> <C> <C> <C>
Government & Agency Portfolio
Cash Management Class Contractual 0.26% June 1, 2016 December 31, 2017
Corporate Class Contractual 0.21% June 1, 2016 December 31, 2017
Institutional Class Contractual 0.18% June 1, 2016 December 31, 2017
Personal Investment Class Contractual 0.73% June 1, 2016 December 31, 2017
Private Investment Class Contractual 0.48% June 1, 2016 December 31, 2017
Reserve Class Contractual 1.05% June 1, 2016 December 31, 2017
Resource Class Contractual 0.34% June 1, 2016 December 31, 2017
Liquid Assets Portfolio
Cash Management Class Contractual 0.26% June 1, 2016 December 31, 2017
Corporate Class Contractual 0.21% June 1, 2016 December 31, 2017
Institutional Class Contractual 0.18% June 1, 2016 December 31, 2017
Personal Investment Class Contractual 0.73% June 1, 2016 December 31, 2017
Private Investment Class Contractual 0.48% June 1, 2016 December 31, 2017
Reserve Class Contractual 1.05% June 1, 2016 December 31, 2017
Resource Class Contractual 0.38% June 1, 2016 December 31, 2017
STIC Prime Portfolio
Cash Management Class Contractual 0.26% June 1, 2016 December 31, 2017
Corporate Class Contractual 0.21% June 1, 2016 December 31, 2017
Institutional Class Contractual 0.18% June 1, 2016 December 31, 2017
Personal Investment Class Contractual 0.73% June 1, 2016 December 31, 2017
Private Investment Class Contractual 0.48% June 1, 2016 December 31, 2017
Reserve Class Contractual 1.05% June 1, 2016 December 31, 2017
Resource Class Contractual 0.34% June 1, 2016 December 31, 2017
Tax-Free Cash Reserve Portfolio/2/
Cash Management Class Contractual 0.28% June 1, 2016 December 31, 2017
Corporate Class Contractual 0.23% June 1, 2016 December 31, 2017
Institutional Class Contractual 0.20% June 1, 2016 December 31, 2017
Personal Investment Class Contractual 0.75% June 1, 2016 December 31, 2017
Private Investment Class Contractual 0.45% June 1, 2016 December 31, 2017
Reserve Class Contractual 1.07% June 1, 2016 December 31, 2017
Resource Class Contractual 0.36% June 1, 2016 December 31, 2017
Treasury Obligations Portfolio
Cash Management Class Contractual 0.26% June 1, 2016 December 31, 2017
Corporate Class Contractual 0.21% June 1, 2016 December 31, 2017
Institutional Class Contractual 0.18% June 1, 2016 December 31, 2017
Personal Investment Class Contractual 0.73% June 1, 2016 December 31, 2017
Private Investment Class Contractual 0.43% June 1, 2016 December 31, 2017
Reserve Class Contractual 1.05% June 1, 2016 December 31, 2017
Resource Class Contractual 0.34% June 1, 2016 December 31, 2017
Treasury Portfolio
Cash Management Class Contractual 0.26% June 1, 2016 December 31, 2017
Corporate Class Contractual 0.21% June 1, 2016 December 31, 2017
Institutional Class Contractual 0.18% June 1, 2016 December 31, 2017
Personal Investment Class Contractual 0.73% June 1, 2016 December 31, 2017
Private Investment Class Contractual 0.48% June 1, 2016 December 31, 2017
Reserve Class Contractual 1.05% June 1, 2016 December 31, 2017
Resource Class Contractual 0.34% June 1, 2016 December 31, 2017
</TABLE>
/1/ The expense rate excluding 12b-1 fees of any class of shares established
after the date of this Memorandum of Agreement will be the same as
existing classes.
/2/ The expense limitation also excludes Trustees' fees and federal
registration expenses.
18
<PAGE>
EXHIBIT "C" - VARIABLE INSURANCE FUNDS
AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)
<TABLE>
<CAPTION>
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ --------------------- ----------------- --------------
<S> <C> <C> <C> <C>
Invesco V.I. American Franchise Fund
Series I Shares Contractual 2.00% July 1, 2014 June 30, 2018
Series II Shares Contractual 2.25% July 1, 2014 June 30, 2018
Invesco V.I. American Value Fund
Series I Shares Contractual 2.00% July 1, 2012 June 30, 2018
Series II Shares Contractual 2.25% July 1, 2012 June 30, 2018
Invesco V.I. Balanced-Risk Allocation Fund/1/
Series I Shares Contractual 0.80% less net AFFE* May 1, 2014 April 30, 2018
Series II Shares Contractual 1.05% less net AFFE* May 1, 2014 April 30, 2018
Invesco V.I. Comstock Fund
Series I Shares Contractual 0.78% May 1, 2013 April 30, 2018
Series II Shares Contractual 1.03% May 1, 2013 April 30, 2018
Invesco V.I. Core Equity Fund
Series I Shares Contractual 2.00% May 1, 2013 June 30, 2018
Series II Shares Contractual 2.25% May 1, 2013 June 30, 2018
Invesco V.I. Core Plus Bond Fund
Series I Shares Contractual 0.61% April 30, 2015 April 30, 2018
Series II Shares Contractual 0.86% April 30, 2015 April 30, 2018
Invesco V.I. Diversified Dividend Fund
Series I Shares Contractual 2.00% May 1, 2013 June 30, 2018
Series II Shares Contractual 2.25% May 1, 2013 June 30, 2018
Invesco V.I. Equally-Weighted S&P 500 Fund
Series I Shares Contractual 2.00% July 1, 2012 June 30, 2018
Series II Shares Contractual 2.25% July 1, 2012 June 30, 2018
Invesco V.I. Equity and Income Fund
Series I Shares Contractual 1.50% July 1, 2012 June 30, 2018
Series II Shares Contractual 1.75% July 1, 2012 June 30, 2018
Invesco V.I. Global Core Equity Fund
Series I Shares Contractual 2.25% July 1, 2012 June 30, 2018
Series II Shares Contractual 2.50% July 1, 2012 June 30, 2018
Invesco V.I. Global Health Care Fund
Series I Shares Contractual 2.00% May 1. 2013 June 30, 2018
Series II Shares Contractual 2.25% May 1, 2013 June 30, 2018
Invesco V.I. Global Real Estate Fund
Series I Shares Contractual 2.00% May 1. 2013 June 30, 2018
Series II Shares Contractual 2.25% May 1, 2013 June 30, 2018
</TABLE>
/1/ Includes waived fees or reimbursed expenses that Invesco receives from
Invesco Cayman Commodity Fund IV, Ltd.
19
<PAGE>
<TABLE>
<CAPTION>
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ ---------- ----------------- --------------
<S> <C> <C> <C> <C>
Invesco V.I. Government Money Market Fund
Series I Shares Contractual 1.50% May 1, 2013 June 30, 2018
Series II Shares Contractual 1.75% May 1, 2013 June 30, 2018
Invesco V.I. Government Securities Fund
Series I Shares Contractual 1.50% May 1, 2013 June 30, 2018
Series II Shares Contractual 1.75% May 1, 2013 June 30, 2018
Invesco V.I. Growth and Income Fund
Series I Shares Contractual 0.78% May 1. 2013 April 30, 2018
Series II Shares Contractual 1.03% May 1, 2013 April 30, 2018
Invesco V.I. High Yield Fund
Series I Shares Contractual 1.50% May 1, 2014 June 30, 2018
Series II Shares Contractual 1.75% May 1, 2014 June 30, 2018
Invesco V.I. International Growth Fund
Series I Shares Contractual 2.25% July 1, 2012 June 30, 2018
Series II Shares Contractual 2.50% July 1, 2012 June 30, 2018
Invesco V.I. Managed Volatility Fund
Series I Shares Contractual 2.00% May 1, 2015 June 30, 2018
Series II Shares Contractual 2.25% May 1, 2015 June 30, 2018
Invesco V.I. Mid Cap Core Equity Fund
Series I Shares Contractual 2.00% May 1. 2013 June 30, 2018
Series II Shares Contractual 2.25% May 1, 2013 June 30, 2018
Invesco V.I. Mid Cap Growth Fund
Series I Shares Contractual 2.00% July 1, 2014 June 30, 2018
Series II Shares Contractual 2.25% July 1, 2014 June 30, 2018
Invesco V.I. S&P 500 Index Fund
Series I Shares Contractual 2.00% July 1, 2012 June 30, 2018
Series II Shares Contractual 2.25% July 1, 2012 June 30, 2018
Invesco V.I. Small Cap Equity Fund
Series I Shares Contractual 2.00% May 1. 2013 June 30, 2018
Series II Shares Contractual 2.25% May 1, 2013 June 30, 2018
Invesco V.I. Technology Fund
Series I Shares Contractual 2.00% May 1. 2013 June 30, 2018
Series II Shares Contractual 2.25% May 1, 2013 June 30, 2018
Invesco V.I. Value Opportunities Fund
Series I Shares Contractual 2.00% May 1. 2013 June 30, 2018
Series II Shares Contractual 2.25% May 1, 2013 June 30, 2018
</TABLE>
* ACQUIRED FUND FEES AND EXPENSES ("AFFE") WILL BE CALCULATED AS OF THE FUND'S
FISCAL YEAR END ACCORDING TO INSTRUCTION 3(F) OF ITEM 3 OF FORM N-1A. "NET
AFFE" WILL BE CALCULATED BY SUBTRACTING ANY WAIVERS BY INVESCO ASSOCIATED
WITH INVESTMENTS IN AFFILIATED FUNDS, SUCH AS INVESTMENTS IN AFFILIATED MONEY
MARKET FUNDS, FROM THE AFFE CALCULATED IN ACCORDANCE WITH THE PRECEDING
SENTENCE. FOR CLARITY, THE NET AFFE CALCULATED AS OF THE FUND'S FISCAL YEAR
END WILL BE USED THROUGHOUT THE WAIVER PERIOD IN ESTABLISHING THE FUND'S
WAIVER AMOUNT, REGARDLESS OF WHETHER ACTUAL AFFE IS MORE OR LESS DURING THE
WAIVER PERIOD.
20
<PAGE>
Sub-Item 77Q1(e)
SUB-ADVISORY CONTRACT
This contract is made as of December 14, 2011, by and among Invesco
Advisers, Inc. (the "Advisor") and Invesco PowerShares Capital Management LLC
(the "Sub-Advisor").
WHEREAS:
A) The Advisor has entered into an investment advisory agreement with AIM
Investment Funds (Invesco Investment Funds) (the "Trust"), an open-end
management investment company registered under the Investment Company
Act of 1940, as amended (the "1940 Act"), with respect to, among others,
the Invesco Premium Income Fund (the "Fund");
B) The Advisor is authorized to delegate any or all of its rights, duties
and obligations under investment advisory agreements to sub-advisors,
including sub-advisors that are affiliated with the Advisor;
C) The Sub-Advisor represents that it is registered with the U.S.
Securities and Exchange Commission ("SEC") as an investment advisor
under the Investment Advisers Act of 1940 ("Advisers Act"), or will be
so registered prior to providing any services to the Fund under this
Contract, and engages in the business of acting as an investment
advisor; and
D) The Sub-Advisor has been formed in part for the purpose of researching
and compiling information and recommendations on various types of
investments and investment techniques, and providing investment advisory
services in connection therewith.
NOW THEREFORE, in consideration of the promises and the mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. APPOINTMENT. The Advisor hereby appoints the Sub-Advisor as a sub-advisor of
the Fund for the period and on the terms set forth herein. The Sub-Advisor
accepts such appointment and agrees to render the services herein set forth,
for the compensation herein provided.
2. DUTIES AS SUB-ADVISOR. Subject to paragraph 7 below, the Advisor may, in its
discretion, appoint the Sub-Advisor to perform one or more of the following
services with respect to all or a portion of the investments of the Fund. The
services and the portion of the investments of the Fund to be advised or
managed by the Sub-Advisor shall be as agreed upon from time to time by the
Advisor and the Sub-Advisor. The Sub-Advisor shall pay the salaries and fees of
all its personnel performing services for the Fund related to research,
statistical and investment activities.
(a) Investment Advice. If and to the extent requested by the Advisor, the
Sub-Advisor shall provide investment advice to the Fund and the Advisor with
respect to all or a portion of the investments of the Fund or with respect to
various investment techniques, and in connection with such advice shall furnish
the Fund and the Advisor with such factual information, research reports and
investment recommendations as the Advisor may reasonably require.
(b) Order Execution. If and to the extent requested by the Advisor, the
Sub-Advisor shall place orders for the purchase and sale of portfolio
securities or other investments for the Fund. In so doing, the Sub-Advisor
agrees that it shall comply with paragraph 3 below.
(c) Discretionary Investment Management. If and to the extent requested by
the Advisor, the Sub-Advisor shall, subject to the supervision of the Trust's
Board of Trustees (the "Board") and the Advisor, manage all or a portion of the
investments of the Fund in accordance with the investment objectives, policies
and limitations provided in the Trust's Registration Statement and such other
limitations as the Trust or the Advisor may impose with respect to the Fund by
notice to the Sub-Advisor and otherwise in accordance with paragraph 5 below.
With respect to the portion of the investments of the Fund, the Sub-Advisor is
authorized to: (i) make investment decisions on behalf of the Fund with
J-1
<PAGE>
regard to any stock, bond, other security or investment instrument, including
but not limited to foreign currencies, futures, options and other derivatives,
and with regard to borrowing money; (ii) place orders for the purchase and sale
of securities or other investment instruments with such brokers and dealers as
the Sub-Advisor may select; and (iii) upon the request of the Advisor, provide
additional investment management services to the Fund, including but not
limited to managing the Fund's cash and cash equivalents and lending securities
on behalf of the Fund. In selecting brokers or dealers to execute trades for
the Fund, the Sub-Advisor will comply with its written policies and procedures
regarding brokerage and trading, which policies and procedures shall have been
approved by the Board. All discretionary investment management and any other
activities of the Sub-Advisor shall at all times be subject to the control and
direction of the Advisor and the Board.
3. BROKER-DEALER RELATIONSHIPS. The Sub-Advisor agrees that, in placing orders
with brokers and dealers, it will attempt to obtain the best net result in
terms of price and execution under the circumstances. Consistent with this
obligation, the Sub-Advisor may, in its discretion, purchase and sell portfolio
securities from and to brokers and dealers who sell shares of the Fund or
provide the Fund, the Advisor's other clients, or the Sub-Advisor's other
clients with research, analysis, advice and similar services. The Sub-Advisor
may pay to brokers and dealers, in return for such research and analysis, a
higher commission or spread than may be charged by other brokers and dealers,
subject to the Sub-Advisor determining in good faith that such commission or
spread is reasonable in terms either of the particular transaction or of the
overall responsibility of the Advisor and the Sub-Advisor to the Fund and their
other clients and that the total commissions or spreads paid by the Fund will
be reasonable in relation to the benefits to the Fund over the long term. In no
instance will portfolio securities be purchased from or sold to a Sub-Advisor,
or any affiliated person thereof, except in accordance with the applicable
securities laws and the rules and regulations thereunder and any exemptive
orders currently in effect. Whenever a Sub-Advisor simultaneously places orders
to purchase or sell the same security on behalf of the Fund and one or more
other accounts advised by the Sub-Advisor, such orders will be allocated as to
price and amount among all such accounts in a manner believed to be equitable
to each account.
4. BOOKS AND RECORDS. The Sub-Advisor will maintain all required books and
records with respect to the securities transactions of the Fund, and will
furnish the Board and the Advisor with such periodic and special reports as the
Board or the Advisor reasonably may request. The Sub-Advisor hereby agrees that
all records which it maintains for the Advisor are the property of the Advisor,
and agrees to preserve for the periods prescribed by applicable law any records
which it maintains for the Advisor and which are required to be maintained, and
further agrees to surrender promptly to the Advisor any records which it
maintains for the Advisor upon request by the Advisor.
5. FURTHER DUTIES.
(a) In all matters relating to the performance of this Contract, the
Sub-Advisor will act in conformity with the Agreement and Declaration of Trust,
By-Laws and Registration Statement of the Trust and with the instructions and
directions of the Advisor and the Board and will comply with the requirements
of the 1940 Act, the rules, regulations, exemptive orders and no-action
positions thereunder, and all other applicable laws and regulations.
(b) The Sub-Advisor shall maintain compliance procedures for the Fund that
it and the Advisor reasonably believe are adequate to ensure compliance with
the federal securities laws (as defined in Rule 38a-1 under the 1940 Act) and
the investment objective(s) and policies as stated in the Fund's prospectus and
statement of additional information. The Sub-Advisor at its expense will
provide the Advisor or the Trust's Chief Compliance Officer with such
compliance reports relating to its duties under this Contract as may be
requested from time to time. Notwithstanding the foregoing, the Sub-Advisor
will promptly report to the Advisor any material violations of the federal
securities laws (as defined in Rule 38a-1 under the 1940 Act) that it is or
should be aware of or of any material violation of the Sub-Advisor's compliance
policies and procedures that pertain to the Fund.
(c) The Sub-Advisor at its expense will make available to the Board and the
Advisor at reasonable times its portfolio managers and other appropriate
personnel, either in person or, at the
2
<PAGE>
mutual convenience of the Advisor and the Sub-Advisor, by telephone, in order
to review the investment policies, performance and other investment related
information regarding the Fund and to consult with the Board and the Advisor
regarding the Fund's investment affairs, including economic, statistical and
investment matters related to the Sub-Advisor's duties hereunder, and will
provide periodic reports to the Advisor relating to the investment strategies
it employs. The Sub-Advisor and its personnel shall also cooperate fully with
counsel and auditors for, and the Chief Compliance Officer of, the Advisor and
the Trust.
(d) The Sub-Advisor will assist in the fair valuation of portfolio
securities held by the Fund. The Sub-Advisor will use its reasonable efforts to
provide, based upon its own expertise, and to arrange with parties independent
of the Sub-Advisor such as broker-dealers for the provision of, valuation
information or prices for securities for which prices are deemed by the Advisor
or the Trust's administrator not to be readily available in the ordinary course
of business from an automated pricing service. In addition, the Sub-Advisor
will assist the Fund and its agents in determining whether prices obtained for
valuation purposes accurately reflect market price information relating to the
assets of the Fund at such times as the Advisor shall reasonably request,
including but not limited to, the hours after the close of a securities market
and prior to the daily determination of the Fund's net asset value per share.
(e) The Sub-Advisor represents and warrants that it has adopted a code of
ethics meeting the requirements of Rule 17j-1 under the 1940 Act and the
requirements of Rule 204A-1 under the Advisors Act and has provided the Advisor
and the Board a copy of such code of ethics, together with evidence of its
adoption, and will promptly provide copies of any changes thereto, together
with evidence of their adoption. Upon request of the Advisor, but in any event
no less frequently than annually, the Sub-Advisor will supply the Advisor a
written report that (A) describes any issues arising under the code of ethics
or procedures since the Sub-Advisor's last report, including but not limited to
material violations of the code of ethics or procedures and sanctions imposed
in response to the material violations; and (B) certifies that the procedures
contained in the Sub-Advisor's code of ethics are reasonably designed to
prevent "access persons" from violating the code of ethics.
(f) Upon request of the Advisor, the Sub-Advisor will review draft reports
to shareholders and other documents provided or available to it and provide
comments on a timely basis. In addition, the Sub-Advisor and each officer and
portfolio manager thereof designated by the Advisor will provide on a timely
basis such certifications or sub-certifications as the Advisor may reasonably
request in order to support and facilitate certifications required to be
provided by the Trust's Principal Executive Officer and Principal Financial
Officer and will adopt such disclosure controls and procedures in support of
the disclosure controls and procedures adopted by the Trust as the Advisor, on
behalf of the Trust, deems are reasonably necessary.
(g) Unless otherwise directed by the Advisor or the Board, the Sub-Advisor
will vote all proxies received in accordance with the Advisor's proxy voting
policy or, if the Sub-Advisor has a proxy voting policy approved by the Board,
the Sub-Advisor's proxy voting policy. The Sub-Advisor shall maintain and shall
forward to the Fund or its designated agent such proxy voting information as is
necessary for the Fund to timely file proxy voting results in accordance with
Rule 30b1-4 of the 1940 Act.
(h) The Sub-Advisor shall provide the Fund's custodian on each business day
with information relating to all transactions concerning the assets of the Fund
and shall provide the Advisor with such information upon request of the Advisor.
6. SERVICES NOT EXCLUSIVE. The services furnished by the Sub-Advisor hereunder
are not to be deemed exclusive and the Sub-Advisor shall be free to furnish
similar services to others so long as its services under this Contract are not
impaired thereby. Nothing in this Contract shall limit or restrict the right of
any director, officer or employee of the Sub-Advisor, who may also be a
Trustee, officer or employee of the Trust, to engage in any other business or
to devote his or her time and attention in part to the management or other
aspects of any other business, whether of a similar nature or a dissimilar
nature.
3
<PAGE>
7. USE OF SUBSIDIARIES AND AFFILIATES. The Sub-Advisor may perform any or all
of the services contemplated hereunder, including but not limited to providing
investment advice to the Fund pursuant to paragraph 2(a) above and placing
orders for the purchase and sale of portfolio securities or other investments
for the Fund pursuant to paragraph 2(b) above, directly or through such of its
subsidiaries or other affiliates, as the Sub-Advisor shall determine; provided,
however, that performance of such services through such subsidiaries or other
affiliates shall have been approved, when required by the 1940 Act, by (i) a
vote of a majority of the independent Trustees who are not parties to this
Contract or "interested persons" (as defined in the 1940 Act) of a party to
this Contract, other than as Board members ("Independent Trustees"), cast in
person at a meeting called for the purpose of voting on such approval, and/or
(ii) a vote of a majority of the Fund's outstanding voting securities.
8. COMPENSATION.
(a) The only fees payable to the Sub-Advisors under this Contract are for
providing discretionary investment management services pursuant to
paragraph 2(c) above. For such services, the Advisor will pay the Sub-Advisor a
fee, computed daily and paid monthly, equal to (i) 40% of the monthly
compensation that the Advisor receives from the Trust pursuant to its advisory
agreement with the Trust, multiplied by (ii) the fraction equal to the net
assets of the Fund as to which the Sub-Advisor shall have provided
discretionary investment management services pursuant to paragraph 2(c) above
for that month divided by the net assets of the Fund for that month. This fee
shall be payable on or before the last business day of the next succeeding
calendar month. This fee shall be reduced to reflect contractual or voluntary
fee waivers or expense limitations by the Advisor, if any, in effect from time
to time as set forth in paragraph 9 below. In no event shall the aggregate
monthly fees paid to the Sub-Advisor under this Contract exceed 40% of the
monthly compensation that the Advisor receives from the Trust pursuant to its
advisory agreement with the Trust, as reduced to reflect contractual or
voluntary fee waivers or expense limitations by the Advisor, if any.
(b) If this Contract becomes effective or terminates before the end of any
month, the fees for the period from the effective date to the end of the month
or from the beginning of such month to the date of termination, as the case may
be, shall be prorated according to the proportion which such period bears to
the full month in which such effectiveness or termination occurs.
(c) If the Sub-Advisor provides the services under paragraph 2(c) above to
the Fund for a period that is less than a full month, the fees for such period
shall be prorated according to the proportion which such period bears to the
applicable full month.
9. FEE WAIVERS AND EXPENSE LIMITATIONS. If, for any fiscal year of the Fund,
the amount of the advisory fee which the Fund would otherwise be obligated to
pay to the Advisor is reduced because of contractual or voluntary fee waivers
or expense limitations by the Advisor, the fee payable to the Sub-Advisor
pursuant to paragraph 8 above shall be reduced proportionately; and to the
extent that the Advisor reimburses the Fund as a result of such expense
limitations, the Sub-Advisor shall reimburse the Advisor that proportion of
such reimbursement payments which the fee payable to the Sub-Advisor pursuant
to paragraph 8 above bears to the advisory fee under this Contract.
10. LIMITATION OF LIABILITY OF SUB-ADVISOR AND INDEMNIFICATION. The Sub-Advisor
shall not be liable for any costs or liabilities arising from any error of
judgment or mistake of law or any loss suffered by the Fund or the Trust in
connection with the matters to which this Contract relates except a loss
resulting from willful misfeasance, bad faith or gross negligence on the part
of the Sub-Advisor in the performance of its duties or from reckless disregard
by the Sub-Advisor of its obligations and duties under this Contract. Any
person, even though also an officer, partner, employee, or agent of the
Sub-Advisor, who may be or become a Trustee, officer, employee or agent of the
Trust, shall be deemed, when rendering services to a Fund or the Trust or
acting with respect to any business of a Fund or the Trust, to be rendering
such service to or acting solely for the Fund or the Trust and not as an
officer, partner, employee, or agent or one under the control or direction of
the Sub-Advisor even though paid by it.
4
<PAGE>
11. DURATION AND TERMINATION.
(a) This Contract shall become effective with respect to the Sub-Advisor
upon the later of the date hereabove written and the date that the Sub-Advisor
is registered with the SEC as an investment advisor under the Advisors Act, if
the Sub-Advisor is not so registered as of the date hereabove written;
provided, however, that this Contract shall not take effect with respect to the
Fund unless it has first been approved (i) by a vote of a majority of the
Independent Trustees, cast in person at a meeting called for the purpose of
voting on such approval, and (ii) by vote of a majority of the Fund's
outstanding voting securities, when required by the 1940 Act.
(b) Unless sooner terminated as provided herein, this Contract shall
continue in force and effect until [June 30, 2012]. Thereafter, if not
terminated, this Contract shall continue automatically for successive periods
not to exceed twelve months each, provided that such continuance is
specifically approved at least annually (i) by a vote of a majority of the
Independent Trustees, cast in person at a meeting called for the purpose of
voting on such approval, and (ii) by the Board or by vote of a majority of the
outstanding voting securities of the Fund.
(c) Notwithstanding the foregoing, this Contract may be terminated at any
time, without the payment of any penalty, (i) by vote of the Board or by a vote
of a majority of the outstanding voting securities of the Fund on sixty days'
written notice to the Sub-Advisor; or (ii) by the Advisor on sixty days'
written notice to the Sub-Advisor; or (iii) by the Sub-Advisor on sixty days'
written notice to the Trust. Should this Contract be terminated with respect to
the Sub-Advisor, the Advisor shall assume the duties and responsibilities of
the Sub-Advisor unless and until the Advisor appoints another Sub-Advisor to
perform such duties and responsibilities. This Contract will automatically
terminate in the event of its assignment.
12. AMENDMENT. No provision of this Contract may be changed, waived, discharged
or terminated orally, but only by an instrument in writing signed by the party
against which enforcement of the change, waiver, discharge or termination is
sought, and, when required by the 1940 Act, no amendment of this Contract shall
be effective until approved by vote of a majority of the Fund's outstanding
voting securities.
13. NOTICES. Any notices under this Contract shall be in writing, addressed and
delivered, telecopied or mailed postage paid, to the other party entitled to
receipt thereof at such address as such party may designate for the receipt of
such notice. Until further notice to the other party, it is agreed that the
address of the Trust and the Advisor shall be 11 Greenway Plaza, Suite 100,
Houston, Texas 77046-1173. Until further notice to the other party, it is
agreed that the address the Sub-Advisor shall be 301 West Roosevelt Road,
Wheaton, Illinois 60187.
14. GOVERNING LAW. This Contract shall be construed in accordance with the laws
of the State of Texas and the 1940 Act. To the extent that the applicable laws
of the State of Texas conflict with the applicable provisions of the 1940 Act,
the latter shall control.
15. MISCELLANEOUS. The captions in this Contract are included for convenience
of reference only and in no way define or delimit any of the provisions hereof
or otherwise affect their construction or effect. If any provision of this
Contract shall be held or made invalid by a court decision, statute, rule or
otherwise, the remainder of this Contract shall not be affected thereby. This
Contract shall be binding upon and shall inure to the benefit of the parties
hereto and their respective successors. Any question of interpretation of any
term or provision of this Contract having a counterpart in or otherwise derived
from a term or provision of the 1940 Act or the Advisors Act shall be resolved
by reference to such term or provision of the 1940 Act or the Advisors Act and
to interpretations thereof, if any, by the United States Courts or in the
absence of any controlling decision of any such court, by rules, regulations or
orders of the SEC issued pursuant to said Acts. In addition, where the effect
of a requirement of the 1940 Act or the Advisors Act reflected in any provision
of the Contract is revised by rule, regulation or order of the SEC, such
provision shall be deemed to incorporate the effect of such rule, regulation or
order.
5
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Contract to be
executed by their officers designated as of the day and year first above
written.
INVESCO ADVISERS, INC.
ADVISOR
BY: /S/ JOHN M. ZERR
--------------------------
NAME: JOHN M. ZERR
TITLE: SENIOR VICE PRESIDENT
6
<PAGE>
INVESCO POWERSHARES CAPITAL MANAGEMENT LLC
Sub-Advisor
BY: /S/ BENJAMIN T. FULTON
-----------------------------------
NAME: BENJAMIN T. FULTON
TITLE: MANAGING DIRECTOR OF GLOBAL ETFS
7
<PAGE>
Sub-Item 77Q1(e)
AMENDMENT NO. 1
TO
SUB-ADVISORY CONTRACT
This Amendment dated as of July 30, 2012, amends the Sub-Advisory Contract
(the "Contract") between Invesco Advisers, Inc. (the "Advisor") and Invesco
PowerShares Capital Management LLC (the "Sub-Advisor").
WHEREAS, the parties agree to amend the Contract to add AIM International
Mutual Fund (Invesco International Mutual Funds), on behalf of its portfolios,
Invesco Global Opportunities Fund and Invesco Global Select Companies Fund (the
"Funds");
NOW THEREFORE, in consideration of the promises and the mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. The Contract is hereby amended to add AIM International Mutual Fund
(Invesco International Mutual Funds) and to add the Funds as the
recipients of the sub-advisory services by revising recital A) at the
beginning of the Contract to read as follows:
The Advisor has entered into an investment advisory agreement with AIM
Investment Funds (Invesco Investment Funds) ("AIF") and AIM
International Mutual Funds (Invesco International Mutual Funds) ("AIMF")
(collectively, the "Trust"), open-end management investment companies
registered under the Investment Company Act of 1940, as amended (the
"1940 Act"), with respect to, among others, the Invesco Premium Income
Fund (as a series portfolio of AIF), the Invesco Global Opportunities
Fund and the Invesco Global Select Companies Fund (as series portfolios
of AIMF) (collectively, the "Fund"); ; and
2. All other terms and provisions of the Contract not amended shall remain
in full force and effect.
J-1
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Contract to be
executed by their officers designated as of the day and year first above
written.
INVESCO ADVISERS, INC.
ADVISOR
BY: /S/ JOHN M. ZERR
--------------------------
NAME: JOHN M. ZERR
TITLE: SENIOR VICE PRESIDENT
2
<PAGE>
INVESCO POWERSHARES CAPITAL MANAGEMENT LLC
Sub-Advisor
BY: /S/ BENJAMIN T. FULTON
-----------------------------------
NAME: BENJAMIN T. FULTON
TITLE: MANAGING DIRECTOR OF GLOBAL ETFS
3
<PAGE>
Sub-Item 77Q1(e)
AMENDMENT NO. 2
TO
SUB-ADVISORY CONTRACT
This Amendment dated as of September 25, 2012, amends the Sub-Advisory
Contract (the "Contract") between Invesco Advisers, Inc. (the "Advisor") and
Invesco PowerShares Capital Management LLC (the "Sub-Advisor").
WHEREAS, the parties agree to amend the Contract to add Invesco Global
Markets Strategy Fund, a series portfolio of AIM Investment Funds (Invesco
Investment Funds); NOW THEREFORE, in consideration of the promises and the
mutual covenants herein contained, it is agreed between the parties hereto as
follows:
1. The Contract is hereby amended to Invesco Global Markets Strategy Fund
as a recipients of the sub-advisory services by revising recital A) at
the beginning of the Contract to read as follows:
The Advisor has entered into an investment advisory agreement with AIM
Investment Funds (Invesco Investment Funds) ("AIF") and AIM
International Mutual Funds (Invesco International Mutual Funds) ("AIMF")
(collectively, the "Trust"), open-end management investment companies
registered under the Investment Company Act of 1940, as amended (the
"1940 Act"), with respect to, among others, the Invesco Premium Income
Fund, Invesco Global Markets Strategy Fund (series portfolios of AIF),
the Invesco Global Opportunities Fund and the Invesco Global Select
Companies Fund (series portfolios of AIMF) (collectively, the "Fund");
and
2. All other terms and provisions of the Contract not amended shall remain
in full force and effect.
J-1
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Contract to be
executed by their officers designated as of the day and year first above
written.
INVESCO ADVISERS, INC.
ADVISOR
BY: /S/ JOHN M. ZERR
--------------------------
NAME: JOHN M. ZERR
TITLE: SENIOR VICE PRESIDENT
2
<PAGE>
INVESCO POWERSHARES CAPITAL MANAGEMENT LLC
Sub-Advisor
BY: /S/ BENJAMIN T. FULTON
-----------------------------------
NAME: BENJAMIN T. FULTON
TITLE: MANAGING DIRECTOR OF GLOBAL ETFS
3
<PAGE>
Sub-Item 77Q1(e)
AMENDMENT NO. 3
TO
SUB-ADVISORY CONTRACT
This Amendment dated as of February 25, 2013, amends the Sub-Advisory
Contract (the "Contract") between Invesco Advisers, Inc. (the "Advisor") and
Invesco PowerShares Capital Management LLC (the "Sub-Advisor").
WHEREAS, the parties agree to amend the Contract to add Invesco Securities
Trust , on behalf of its portfolio, Invesco Balanced-Risk Aggressive Allocation
Fund (the "Fund");
NOW THEREFORE, in consideration of the promises and the mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. The Contract is hereby amended to add Invesco Securities Trust to the
Contract and to add the Fund as a recipient of the sub-advisory services
by revising recital A) at the beginning of the Agreement to read as
follows:
The Advisor has entered into an investment advisory agreement with AIM
Investment Funds (Invesco Investment Funds) ("AIF"), AIM International
Mutual Funds (Invesco International Mutual Funds) ("AIMF") and Invesco
Securities Trust ("IST") (collectively, the "Trusts"), open-end
management investment companies registered under the Investment Company
Act of 1940, as amended (the "1940 Act"), with respect to, among others,
the Invesco Premium Income Fund and Invesco Global Markets Strategy Fund
(series portfolios of AIF), the Invesco Global Opportunities Fund and
the Invesco Global Select Companies Fund (series portfolios of AIMF) and
Invesco Balanced-Risk Aggressive Allocation Fund (a series portfolio of
IST) (collectively, the "Funds"); and
2. All other terms and provisions of the Contract not amended shall remain
in full force and effect.
J-1
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Contract to be
executed by their officers designated as of the day and year first above
written.
INVESCO ADVISERS, INC.
ADVISOR
BY: /S/ JOHN M. ZERR
--------------------------
NAME: JOHN M. ZERR
TITLE: SENIOR VICE PRESIDENT
2
<PAGE>
INVESCO POWERSHARES CAPITAL MANAGEMENT LLC
Sub-Advisor
BY: /S/ BENJAMIN T. FULTON
-----------------------------------
NAME: BENJAMIN T. FULTON
TITLE: MANAGING DIRECTOR OF GLOBAL ETFS
3
<PAGE>
Sub-Item 77Q1(e)
AMENDMENT NO. 4
TO
SUB-ADVISORY CONTRACT
This Amendment dated as of December 16, 2013, amends the Sub-Advisory
Contract (the "Contract") between Invesco Advisers, Inc. (the "Advisor") and
Invesco PowerShares Capital Management LLC (the "Sub-Advisor").
WHEREAS, the parties agree to amend the Contract to add Invesco All Cap
Market Neutral Fund, Invesco Global Market Neutral Fund, Invesco Global
Targeted Returns Fund, Invesco Long/Short Equity Fund, Invesco Low Volatility
Emerging Markets Fund, Invesco Macro International Equity Fund and Invesco
Macro Long/Short Fund, series portfolios of AIM Investment Funds (Invesco
Investment Funds) and to change the name of Invesco Global Select Companies
Fund to Invesco Select Opportunities Fund (the "Funds");
NOW THEREFORE, in consideration of the promises and the mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. The Contract is hereby amended to add Invesco Securities Trust to the
Contract and to add the Fund as a recipient of the sub-advisory services
by revising recital A) at the beginning of the Agreement to read as
follows:
The Advisor has entered into an investment advisory agreement with AIM
Investment Funds (Invesco Investment Funds) ("AIF"), AIM International
Mutual Funds (Invesco International Mutual Funds) ("AIMF") and Invesco
Securities Trust ("IST") (collectively, the "Trusts"), open-end
management investment companies registered under the Investment Company
Act of 1940, as amended (the "1940 Act"), with respect to, among others,
the Invesco Premium Income Fund, Invesco Global Markets Strategy Fund,
Invesco Macro International Equity Fund, Invesco Macro Long/Short Fund,
Invesco Global Market Neutral Fund, Invesco Global Targeted Returns
Fund, Invesco Low Volatility Emerging Markets Fund, Invesco All Cap
Market Neutral Fund and Invesco Long/Short Equity Fund (series
portfolios of AIF), the Invesco Global Opportunities Fund and the
Invesco Select Opportunities Fund (series portfolios of AIMF) and
Invesco Balanced-Risk Aggressive Allocation Fund (a series portfolio of
IST) (collectively, the "Funds"); and
2. All other terms and provisions of the Contract not amended shall remain
in full force and effect.
J-1
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Contract to be
executed by their officers designated as of the day and year first above
written.
INVESCO ADVISERS, INC.
ADVISOR
BY: /S/ JOHN M. ZERR
--------------------------
NAME: JOHN M. ZERR
TITLE: SENIOR VICE PRESIDENT
2
<PAGE>
INVESCO POWERSHARES CAPITAL MANAGEMENT LLC
Sub-Advisor
BY: /S/ ANDREW SCHLOSSBERG
----------------------------------------
NAME: ANDREW SCHLOSSBERG
TITLE: MANAGING DIRECTOR OF US STRATEGY AND
MARKETING
3
<PAGE>
Sub-Item 77Q1(e)
AMENDMENT NO. 5
TO
SUB-ADVISORY CONTRACT
This Amendment dated as of April 22, 2014, amends the Sub-Advisory Contract
(the "Contract") between Invesco Advisers, Inc. (the "Advisor") and Invesco
PowerShares Capital Management LLC (the "Sub-Advisor").
WHEREAS, the parties agree to amend the Contract to add Invesco Global
Infrastructure Fund, Invesco MLP Fund and Invesco Strategic Income Fund, series
portfolios of AIM Investment Funds (Invesco Investment Funds) and Invesco
Strategic Real Return, a series portfolio of AIM Counselor Series Trust
(Invesco Counselor Series Trust) (the "Funds");
NOW THEREFORE, in consideration of the promises and the mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. The Contract is hereby amended to add the Funds as a recipient of the
sub-advisory services by revising recital A) at the beginning of the
Agreement to read as follows:
The Advisor has entered into an investment advisory agreement with AIM
Counselor Series Trust (Invesco Counselor Series Trust) ("ACST"), AIM
Investment Funds (Invesco Investment Funds) ("AIF"), AIM International
Mutual Funds (Invesco International Mutual Funds) ("AIMF") and Invesco
Securities Trust ("IST") (collectively, the "Trusts"), open-end
management investment companies registered under the Investment Company
Act of 1940, as amended (the "1940 Act"), with respect to, among others,
the Invesco Strategic Real Return (a series portfolio of ACST), Invesco
Premium Income Fund, Invesco Global Markets Strategy Fund, Invesco Macro
International Equity Fund, Invesco Macro Long/Short Fund, Invesco Global
Market Neutral Fund, Invesco Global Targeted Returns Fund, Invesco Low
Volatility Emerging Markets Fund, Invesco All Cap Market Neutral Fund,
Invesco Long/Short Equity Fund, Invesco Global Infrastructure Fund,
Invesco MLP Fund and Invesco Strategic Income Fund (series portfolios of
AIF), the Invesco Global Opportunities Fund and the Invesco Select
Opportunities Fund (series portfolios of AIMF) and Invesco Balanced-Risk
Aggressive Allocation Fund (a series portfolio of IST) (collectively,
the "Funds"); and
2. All other terms and provisions of the Contract not amended shall remain
in full force and effect.
J-1
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Contract to be
executed by their officers designated as of the day and year first above
written.
INVESCO ADVISERS, INC.
ADVISOR
BY: /S/ JOHN M. ZERR
--------------------------
NAME: JOHN M. ZERR
TITLE: SENIOR VICE PRESIDENT
2
<PAGE>
INVESCO POWERSHARES CAPITAL MANAGEMENT LLC
Sub-Advisor
BY: /S/ ANDREW SCHLOSSBERG
----------------------------------------
NAME: ANDREW SCHLOSSBERG
TITLE: MANAGING DIRECTOR OF US STRATEGY AND
MARKETING
3
<PAGE>
Sub-Item 77Q1(e)
AMENDMENT NO. 6
TO
SUB-ADVISORY CONTRACT
This Amendment dated as of June 26, 2014, amends the Sub-Advisory Contract
(the "Contract") between Invesco Advisers, Inc. (the "Advisor") and Invesco
PowerShares Capital Management LLC (the "Sub-Advisor").
WHEREAS, the parties agree to amend the Contract to add Invesco Management
Trust, on behalf of its series portfolio, Invesco Conservative Income Fund (the
"Fund");
NOW THEREFORE, in consideration of the promises and the mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. The Contract is hereby amended to add Invesco Management Trust to the
Contract and the Fund as a recipient of the sub-advisory services by
revising recital A) at the beginning of the Agreement to read as follows:
The Advisor has entered into an investment advisory agreement with AIM
Counselor Series Trust (Invesco Counselor Series Trust) ("ACST"), AIM
Investment Funds (Invesco Investment Funds) ("AIF"), AIM International
Mutual Funds (Invesco International Mutual Funds) ("AIMF"), Invesco
Management Trust ("IMT") and Invesco Securities Trust ("IST")
(collectively, the "Trusts"), open-end management investment companies
registered under the Investment Company Act of 1940, as amended (the
"1940 Act"), with respect to, among others, the Invesco Strategic Real
Return (a series portfolio of ACST), Invesco Premium Income Fund,
Invesco Global Markets Strategy Fund, Invesco Macro International Equity
Fund, Invesco Macro Long/Short Fund, Invesco Global Market Neutral Fund,
Invesco Global Targeted Returns Fund, Invesco Low Volatility Emerging
Markets Fund, Invesco All Cap Market Neutral Fund, Invesco Long/Short
Equity Fund, Invesco Global Infrastructure Fund, Invesco MLP Fund and
Invesco Strategic Income Fund (series portfolios of AIF), the Invesco
Global Opportunities Fund and the Invesco Select Opportunities Fund
(series portfolios of AIMF), Invesco Balanced-Risk Aggressive Allocation
Fund (a series portfolio of IST) and the Invesco Conservative Income
Fund (a series portfolio of IMT) (collectively, the "Funds"); and
2. All other terms and provisions of the Contract not amended shall remain
in full force and effect.
1
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Contract to be
executed by their officers designated as of the day and year first above
written.
INVESCO ADVISERS, INC.
ADVISOR
BY: /S/ JOHN M. ZERR
--------------------------
NAME: JOHN M. ZERR
TITLE: SENIOR VICE PRESIDENT
2
<PAGE>
INVESCO POWERSHARES CAPITAL MANAGEMENT LLC
Sub-Advisor
BY: /S/ ANDREW SCHLOSSBERG
----------------------------------------
NAME: ANDREW SCHLOSSBERG
TITLE: MANAGING DIRECTOR OF US STRATEGY AND
MARKETING
3
<PAGE>
Sub-Item 77Q1(e)
AMENDMENT NO. 7
TO
SUB-ADVISORY CONTRACT
This Amendment dated as of October 14, 2014, amends the Sub-Advisory
Contract (the "Contract") between Invesco Advisers, Inc. (the "Advisor") and
Invesco PowerShares Capital Management LLC (the "Sub-Advisor").
WHEREAS, the parties agree to amend the Contract to add Invesco
Unconstrained Bond Fund, a series portfolio of AIM Investment Funds (Invesco
Investment Funds) Invesco Alternative Strategies Fund and Invesco Multi-Asset
Inflation Fund, series portfolios of AIM Growth Series (Invesco Growth Series)
(the "Funds");
NOW THEREFORE, in consideration of the promises and the mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. The Contract is hereby amended to add the Funds to the Contract as a
recipient of the sub-advisory services by revising recital A) at the
beginning of the Agreement to read as follows:
The Advisor has entered into an investment advisory agreement with AIM
Counselor Series Trust (Invesco Counselor Series Trust) ("ACST"), AIM
Growth Series (Invesco Growth Series) ("AGS"), AIM Investment Funds
(Invesco Investment Funds) ("AIF"), AIM International Mutual Funds
(Invesco International Mutual Funds) ("AIMF"), Invesco Management Trust
("IMT") and Invesco Securities Trust ("IST") (collectively, the
"Trusts"), open-end management investment companies registered under the
Investment Company Act of 1940, as amended (the "1940 Act"), with
respect to, among others, the Invesco Strategic Real Return (a series
portfolio of ACST), Invesco Alternative Strategies Fund and Invesco
Multi-Asset Inflation Fund, series portfolios of AGS, Invesco Premium
Income Fund, Invesco Global Markets Strategy Fund, Invesco Macro
International Equity Fund, Invesco Macro Long/Short Fund, Invesco Global
Market Neutral Fund, Invesco Global Targeted Returns Fund, Invesco Low
Volatility Emerging Markets Fund, Invesco All Cap Market Neutral Fund,
Invesco Long/Short Equity Fund, Invesco Global Infrastructure Fund,
Invesco MLP Fund, Invesco Strategic Income Fund and Invesco
Unconstrained Bond Fund (series portfolios of AIF), the Invesco Global
Opportunities Fund and the Invesco Select Opportunities Fund (series
portfolios of AIMF), Invesco Balanced-Risk Aggressive Allocation Fund (a
series portfolio of IST) and the Invesco Conservative Income Fund (a
series portfolio of IMT) (collectively, the "Funds"); and
2. All other terms and provisions of the Contract not amended shall remain
in full force and effect.
1
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Contract to be
executed by their officers designated as of the day and year first above
written.
INVESCO ADVISERS, INC.
ADVISOR
BY: /S/ JOHN M. ZERR
--------------------------
NAME: JOHN M. ZERR
TITLE: SENIOR VICE PRESIDENT
2
<PAGE>
INVESCO POWERSHARES CAPITAL MANAGEMENT LLC
Sub-Advisor
BY: /S/ ANDREW SCHLOSSBERG
--------------------------
NAME: ANDREW SCHLOSSBERG
TITLE: MANAGING DIRECTOR OF US
STRATEGY AND MARKETING
3
<PAGE>
Sub-Item 77Q1(e)
AMENDMENT NO. 8
TO
SUB-ADVISORY CONTRACT
This Amendment dated as of September 30, 2015, amends the Sub-Advisory
Contract (the "Contract") between Invesco Advisers, Inc. (the "Advisor") and
Invesco PowerShares Capital Management LLC (the "Sub-Advisor").
WHEREAS, the parties agree to amend the Contract to add Invesco Short
Duration High Yield Municipal Fund, a series portfolio of AIM Counselor Series
Trust (Invesco Counselor Series Trust) (the "Fund");
NOW THEREFORE, in consideration of the promises and the mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. The Contract is hereby amended to add the Fund to the Contract as a
recipient of the sub-advisory services by revising recital A) at the
beginning of the Agreement to read as follows:
The Advisor has entered into an investment advisory agreement with AIM
Counselor Series Trust (Invesco Counselor Series Trust) ("ACST"), AIM
Growth Series (Invesco Growth Series) ("AGS"), AIM Investment Funds
(Invesco Investment Funds) ("AIF"), AIM International Mutual Funds
(Invesco International Mutual Funds) ("AIMF"), Invesco Management Trust
("IMT") and Invesco Securities Trust ("IST") (collectively, the
"Trusts"), open-end management investment companies registered under the
Investment Company Act of 1940, as amended (the "1940 Act"), with
respect to, among others, the Invesco Short Duration High Yield
Municipal Fund and Invesco Strategic Real Return (series portfolios of
ACST), Invesco Alternative Strategies Fund and Invesco Multi-Asset
Inflation Fund (series portfolios of AGS), Invesco Premium Income Fund,
Invesco Global Markets Strategy Fund, Invesco Macro International Equity
Fund, Invesco Macro Long/Short Fund, Invesco Global Market Neutral Fund,
Invesco Global Targeted Returns Fund, Invesco Low Volatility Emerging
Markets Fund, Invesco All Cap Market Neutral Fund, Invesco Long/Short
Equity Fund, Invesco Global Infrastructure Fund, Invesco MLP Fund,
Invesco Strategic Income Fund and Invesco Unconstrained Bond Fund
(series portfolios of AIF), the Invesco Global Opportunities Fund and
the Invesco Select Opportunities Fund (series portfolios of AIMF),
Invesco Balanced-Risk Aggressive Allocation Fund (a series portfolio of
IST) and the Invesco Conservative Income Fund (a series portfolio of
IMT) (collectively, the "Funds"); and
2. All other terms and provisions of the Contract not amended shall remain
in full force and effect.
1
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Contract to be
executed by their officers designated as of the day and year first above
written.
INVESCO ADVISERS, INC.
ADVISOR
BY: /S/ JOHN M. ZERR
--------------------------
NAME: JOHN M. ZERR
TITLE: SENIOR VICE PRESIDENT
2
<PAGE>
INVESCO POWERSHARES CAPITAL MANAGEMENT LLC
Sub-Advisor
BY: /S/ ANDREW SCHLOSSBERG
--------------------------
NAME: ANDREW SCHLOSSBERG
TITLE: MANAGING DIRECTOR OF US
STRATEGY AND MARKETING
3
<PAGE>
Sub-Item 77Q1(e)
AMENDMENT NO. 9
TO
SUB-ADVISORY CONTRACT
This Amendment dated as of December 21, 2015, amends the Sub-Advisory
Contract (the "Contract") between Invesco Advisers, Inc. (the "Advisor") and
Invesco PowerShares Capital Management LLC (the "Sub-Advisor").
WHEREAS, the parties agree to amend the Contract to add Invesco
International Companies Fund, a series portfolio of AIM International Mutual
Funds (Invesco International Mutual Funds) (the "Fund");
NOW THEREFORE, in consideration of the promises and the mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. The Contract is hereby amended to add the Fund to the Contract as a
recipient of the sub-advisory services by revising recital A) at the
beginning of the Agreement to read as follows:
The Advisor has entered into an investment advisory agreement with AIM
Counselor Series Trust (Invesco Counselor Series Trust) ("ACST"), AIM
Growth Series (Invesco Growth Series) ("AGS"), AIM Investment Funds
(Invesco Investment Funds) ("AIF"), AIM International Mutual Funds
(Invesco International Mutual Funds) ("AIMF"), Invesco Management Trust
("IMT") and Invesco Securities Trust ("IST") (collectively, the
"Trusts"), open-end management investment companies registered under the
Investment Company Act of 1940, as amended (the "1940 Act"), with
respect to, among others, the Invesco Short Duration High Yield
Municipal Fund and Invesco Strategic Real Return (series portfolios of
ACST), Invesco Alternative Strategies Fund and Invesco Multi-Asset
Inflation Fund (series portfolios of AGS), Invesco Premium Income Fund,
Invesco Global Markets Strategy Fund, Invesco Macro International Equity
Fund, Invesco Macro Long/Short Fund, Invesco Global Market Neutral Fund,
Invesco Global Targeted Returns Fund, Invesco Low Volatility Emerging
Markets Fund, Invesco All Cap Market Neutral Fund, Invesco Long/Short
Equity Fund, Invesco Global Infrastructure Fund, Invesco MLP Fund,
Invesco Strategic Income Fund and Invesco Unconstrained Bond Fund
(series portfolios of AIF), the Invesco Global Opportunities Fund,
Invesco International Companies Fund and the Invesco Select
Opportunities Fund (series portfolios of AIMF), Invesco Balanced-Risk
Aggressive Allocation Fund (a series portfolio of IST) and the Invesco
Conservative Income Fund (a series portfolio of IMT) (collectively, the
"Funds"); and
2. All other terms and provisions of the Contract not amended shall remain
in full force and effect.
1
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Contract to be
executed by their officers designated as of the day and year first above
written.
INVESCO ADVISERS, INC.
ADVISOR
BY: /S/ JOHN M. ZERR
--------------------------
NAME: JOHN M. ZERR
TITLE: SENIOR VICE PRESIDENT
2
<PAGE>
INVESCO POWERSHARES CAPITAL MANAGEMENT LLC
Sub-Advisor
BY: /S/ ANDREW SCHLOSSBERG
--------------------------
NAME: ANDREW SCHLOSSBERG
TITLE: MANAGING DIRECTOR OF US
STRATEGY AND MARKETING
3
<PAGE>
Sub-Item 77Q1(e)
AMENDMENT NO. 10
TO
SUB-ADVISORY CONTRACT
This Amendment dated as of June 30, 2016, amends the Sub-Advisory Contract
(the "Contract") between Invesco Advisers, Inc. (the "Advisor") and Invesco
PowerShares Capital Management LLC (the "Sub-Advisor").
WHEREAS, the parties agree to amend the Contract to add Invesco Global
Sustainable Equity Fund, a series portfolio of AIM International Mutual Funds
(Invesco International Mutual Funds) (the "Fund");
NOW THEREFORE, in consideration of the promises and the mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. The Contract is hereby amended to add the Fund to the Contract as a
recipient of the sub-advisory services by revising recital A) at the
beginning of the Agreement to read as follows:
The Advisor has entered into an investment advisory agreement with AIM
Counselor Series Trust (Invesco Counselor Series Trust) ("ACST"), AIM
Growth Series (Invesco Growth Series) ("AGS"), AIM Investment Funds
(Invesco Investment Funds) ("AIF"), AIM International Mutual Funds
(Invesco International Mutual Funds) ("AIMF"), Invesco Management Trust
("IMT") and Invesco Securities Trust ("IST") (collectively, the
"Trusts"), open-end management investment companies registered under the
Investment Company Act of 1940, as amended (the "1940 Act"), with
respect to, among others, the Invesco Short Duration High Yield
Municipal Fund and Invesco Strategic Real Return (series portfolios of
ACST), Invesco Alternative Strategies Fund and Invesco Multi-Asset
Inflation Fund (series portfolios of AGS), Invesco Premium Income Fund,
Invesco Global Markets Strategy Fund, Invesco Macro International Equity
Fund, Invesco Macro Long/Short Fund, Invesco Global Market Neutral Fund,
Invesco Global Targeted Returns Fund, Invesco Low Volatility Emerging
Markets Fund, Invesco All Cap Market Neutral Fund, Invesco Long/Short
Equity Fund, Invesco Global Infrastructure Fund, Invesco MLP Fund,
Invesco Strategic Income Fund and Invesco Unconstrained Bond Fund
(series portfolios of AIF), the Invesco Global Opportunities Fund,
Invesco Global Sustainable Equity Fund, Invesco International Companies
Fund and the Invesco Select Opportunities Fund (series portfolios of
AIMF), Invesco Balanced-Risk Aggressive Allocation Fund (a series
portfolio of IST) and the Invesco Conservative Income Fund (a series
portfolio of IMT) (collectively, the "Funds"); and
2. All other terms and provisions of the Contract not amended shall remain
in full force and effect.
1
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Contract to be
executed by their officers designated as of the day and year first above
written.
INVESCO ADVISERS, INC.
ADVISOR
BY: /S/ JOHN M. ZERR
--------------------------
NAME: JOHN M. ZERR
TITLE: SENIOR VICE PRESIDENT
2
<PAGE>
INVESCO POWERSHARES CAPITAL MANAGEMENT LLC
Sub-Advisor
BY: /S/ DANIEL E. DRAPER
-----------------------------------
NAME: DAN DRAPER
TITLE: MANAGING DIRECTOR - INVESCO
POWERSHARES GLOBAL ETFS
3
<PAGE>
Sub-Item 77Q1(e)
AMENDMENT NO. 11
TO
SUB-ADVISORY CONTRACT
This Amendment dated as of July 1, 2016, amends the Sub-Advisory Contract
(the "Contract") between Invesco Advisers, Inc. (the "Advisor") and Invesco
PowerShares Capital Management LLC (the "Sub-Advisor").
WHEREAS, the parties agree to amend the Contract to change the name of
Invesco Global Sustainable Equity Fund to Invesco Global Responsibility Equity
Fund, a series portfolio of AIM International Mutual Funds (Invesco
International Mutual Funds) (the "Fund");
NOW THEREFORE, in consideration of the promises and the mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. The Contract is hereby amended to add the Fund to the Contract as a
recipient of the sub-advisory services by revising recital A) at the
beginning of the Agreement to read as follows:
The Advisor has entered into an investment advisory agreement with AIM
Counselor Series Trust (Invesco Counselor Series Trust) ("ACST"), AIM
Growth Series (Invesco Growth Series) ("AGS"), AIM Investment Funds
(Invesco Investment Funds) ("AIF"), AIM International Mutual Funds
(Invesco International Mutual Funds) ("AIMF"), Invesco Management Trust
("IMT") and Invesco Securities Trust ("IST") (collectively, the
"Trusts"), open-end management investment companies registered under the
Investment Company Act of 1940, as amended (the "1940 Act"), with
respect to, among others, the Invesco Short Duration High Yield
Municipal Fund and Invesco Strategic Real Return (series portfolios of
ACST), Invesco Alternative Strategies Fund and Invesco Multi-Asset
Inflation Fund (series portfolios of AGS), Invesco Premium Income Fund,
Invesco Global Markets Strategy Fund, Invesco Macro International Equity
Fund, Invesco Macro Long/Short Fund, Invesco Global Market Neutral Fund,
Invesco Global Targeted Returns Fund, Invesco Low Volatility Emerging
Markets Fund, Invesco All Cap Market Neutral Fund, Invesco Long/Short
Equity Fund, Invesco Global Infrastructure Fund, Invesco MLP Fund,
Invesco Strategic Income Fund and Invesco Unconstrained Bond Fund
(series portfolios of AIF), the Invesco Global Opportunities Fund,
Invesco Global Responsibility Equity Fund, Invesco International
Companies Fund and the Invesco Select Opportunities Fund (series
portfolios of AIMF), Invesco Balanced-Risk Aggressive Allocation Fund (a
series portfolio of IST) and the Invesco Conservative Income Fund (a
series portfolio of IMT) (collectively, the "Funds"); and
2. All other terms and provisions of the Contract not amended shall remain
in full force and effect.
1
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Contract to be
executed by their officers designated as of the day and year first above
written.
INVESCO ADVISERS, INC.
ADVISOR
BY: /S/ JOHN M. ZERR
--------------------------
NAME: JOHN M. ZERR
TITLE: SENIOR VICE PRESIDENT
2
<PAGE>
INVESCO POWERSHARES CAPITAL MANAGEMENT LLC
Sub-Advisor
BY: /S/ DANIEL E. DRAPER
-----------------------------------
NAME: DAN DRAPER
TITLE: MANAGING DIRECTOR - INVESCO
POWERSHARES GLOBAL ETFS
3
<PAGE>
Sub-Item 77Q1(e)
AMENDMENT NO. 12
TO
SUB-ADVISORY CONTRACT
This Amendment dated as of July 27, 2016, amends the Sub-Advisory Contract
(the "Contract") between Invesco Advisers, Inc. (the "Advisor") and Invesco
PowerShares Capital Management LLC (the "Sub-Advisor").
WHEREAS, the parties agree to amend the Contract to name change of Invesco
Premium Income Fund to Invesco Multi-Asset Income Fund and Invesco Global
Markets Strategy Fund to Invesco Macro Allocation Strategy Fund, series
portfolios of AIM Investment Funds (Invesco Investment Funds) (the "Fund");
NOW THEREFORE, in consideration of the promises and the mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. The Contract is hereby amended to add the Fund to the Contract as a
recipient of the sub-advisory services by revising recital A) at the
beginning of the Agreement to read as follows:
The Advisor has entered into an investment advisory agreement with AIM
Counselor Series Trust (Invesco Counselor Series Trust) ("ACST"), AIM
Growth Series (Invesco Growth Series) ("AGS"), AIM Investment Funds
(Invesco Investment Funds) ("AIF"), AIM International Mutual Funds
(Invesco International Mutual Funds) ("AIMF"), Invesco Management Trust
("IMT") and Invesco Securities Trust ("IST") (collectively, the
"Trusts"), open-end management investment companies registered under the
Investment Company Act of 1940, as amended (the "1940 Act"), with
respect to, among others, the Invesco Short Duration High Yield
Municipal Fund and Invesco Strategic Real Return (series portfolios of
ACST), Invesco Alternative Strategies Fund and Invesco Multi-Asset
Inflation Fund (series portfolios of AGS), Invesco Multi-Asset Income
Fund, Invesco Macro Allocation Strategy Fund, Invesco Macro
International Equity Fund, Invesco Macro Long/Short Fund, Invesco Global
Market Neutral Fund, Invesco Global Targeted Returns Fund, Invesco Low
Volatility Emerging Markets Fund, Invesco All Cap Market Neutral Fund,
Invesco Long/Short Equity Fund, Invesco Global Infrastructure Fund,
Invesco MLP Fund, Invesco Strategic Income Fund and Invesco
Unconstrained Bond Fund (series portfolios of AIF), the Invesco Global
Opportunities Fund, Invesco Global Responsibility Equity Fund, Invesco
International Companies Fund and the Invesco Select Opportunities Fund
(series portfolios of AIMF), Invesco Balanced-Risk Aggressive Allocation
Fund (a series portfolio of IST) and the Invesco Conservative Income
Fund (a series portfolio of IMT) (collectively, the "Funds"); and
2. All other terms and provisions of the Contract not amended shall remain
in full force and effect.
1
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Contract to be
executed by their officers designated as of the day and year first above
written.
INVESCO ADVISERS, INC.
ADVISOR
BY: /S/ JOHN M. ZERR
--------------------------
NAME: JOHN M. ZERR
TITLE: SENIOR VICE PRESIDENT
2
<PAGE>
INVESCO POWERSHARES CAPITAL MANAGEMENT LLC
Sub-Advisor
BY: /S/ DANIEL E. DRAPER
-----------------------------------
NAME: DAN DRAPER
TITLE: MANAGING DIRECTOR - INVESCO
POWERSHARES GLOBAL ETFS
3
<PAGE>
Sub-Item 77Q1(e)
AMENDMENT NO. 13
TO
SUB-ADVISORY CONTRACT
This Amendment dated as of October 28, 2016, amends the Sub-Advisory
Contract (the "Contract") between Invesco Advisers, Inc. (the "Advisor") and
Invesco PowerShares Capital Management LLC (the "Sub-Advisor").
WHEREAS, the parties agree to amend the Contract to remove Invesco
Unconstrained Bond Fund and Invesco Strategic Income Fund, series portfolios of
AIM Investment Funds (Invesco Investment Funds) (the "Fund");
NOW THEREFORE, in consideration of the promises and the mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. The Contract is hereby amended to add the Fund to the Contract as a
recipient of the sub-advisory services by revising recital A) at the
beginning of the Agreement to read as follows:
The Advisor has entered into an investment advisory agreement with AIM
Counselor Series Trust (Invesco Counselor Series Trust) ("ACST"), AIM
Growth Series (Invesco Growth Series) ("AGS"), AIM Investment Funds
(Invesco Investment Funds) ("AIF"), AIM International Mutual Funds
(Invesco International Mutual Funds) ("AIMF"), Invesco Management Trust
("IMT") and Invesco Securities Trust ("IST") (collectively, the
"Trusts"), open-end management investment companies registered under the
Investment Company Act of 1940, as amended (the "1940 Act"), with
respect to, among others, the Invesco Short Duration High Yield
Municipal Fund and Invesco Strategic Real Return (series portfolios of
ACST), Invesco Alternative Strategies Fund and Invesco Multi-Asset
Inflation Fund (series portfolios of AGS), Invesco Multi-Asset Income
Fund, Invesco Macro Allocation Strategy Fund, Invesco Macro
International Equity Fund, Invesco Macro Long/Short Fund, Invesco Global
Market Neutral Fund, Invesco Global Targeted Returns Fund, Invesco Low
Volatility Emerging Markets Fund, Invesco All Cap Market Neutral Fund,
Invesco Long/Short Equity Fund, Invesco Global Infrastructure Fund and
Invesco MLP Fund (series portfolios of AIF), the Invesco Global
Opportunities Fund, Invesco Global Responsibility Equity Fund, Invesco
International Companies Fund and the Invesco Select Opportunities Fund
(series portfolios of AIMF), Invesco Balanced-Risk Aggressive Allocation
Fund (a series portfolio of IST) and the Invesco Conservative Income
Fund (a series portfolio of IMT) (collectively, the "Funds"); and
2. All other terms and provisions of the Contract not amended shall remain
in full force and effect.
1
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Contract to be
executed by their officers designated as of the day and year first above
written.
INVESCO ADVISERS, INC.
ADVISOR
BY: /S/ JOHN M. ZERR
--------------------------
NAME: JOHN M. ZERR
TITLE: SENIOR VICE PRESIDENT
2
<PAGE>
INVESCO POWERSHARES CAPITAL MANAGEMENT LLC
Sub-Advisor
BY: /S/ DANIEL E. DRAPER
-----------------------------------
NAME: DAN DRAPER
TITLE: MANAGING DIRECTOR - INVESCO
POWERSHARES GLOBAL ETFS
3
<PAGE>
Sub-Item 77Q1(e)
AMENDMENT NO. 14
TO
SUB-ADVISORY CONTRACT
This Amendment dated as of February 27, 2017, amends the Sub-Advisory
Contract (the "Contract") between Invesco Advisers, Inc. (the "Advisor") and
Invesco PowerShares Capital Management LLC (the "Sub-Advisor").
WHEREAS, the parties agree to amend the Contract to remove Invesco Macro
International Equity Fund and Invesco Macro Long/Short Fund, series portfolios
of AIM Investment Funds (Invesco Investment Funds) (the "Fund");
NOW THEREFORE, in consideration of the promises and the mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. The Contract is hereby amended to add the Fund to the Contract as a
recipient of the sub-advisory services by revising recital A) at the
beginning of the Agreement to read as follows:
The Advisor has entered into an investment advisory agreement with AIM
Counselor Series Trust (Invesco Counselor Series Trust) ("ACST"), AIM
Growth Series (Invesco Growth Series) ("AGS"), AIM Investment Funds
(Invesco Investment Funds) ("AIF"), AIM International Mutual Funds
(Invesco International Mutual Funds) ("AIMF"), Invesco Management Trust
("IMT") and Invesco Securities Trust ("IST") (collectively, the
"Trusts"), open-end management investment companies registered under the
Investment Company Act of 1940, as amended (the "1940 Act"), with
respect to, among others, the Invesco Short Duration High Yield
Municipal Fund and Invesco Strategic Real Return (series portfolios of
ACST), Invesco Alternative Strategies Fund and Invesco Multi-Asset
Inflation Fund (series portfolios of AGS), Invesco Multi-Asset Income
Fund, Invesco Macro Allocation Strategy Fund, Invesco Global Market
Neutral Fund, Invesco Global Targeted Returns Fund, Invesco Low
Volatility Emerging Markets Fund, Invesco All Cap Market Neutral Fund,
Invesco Long/Short Equity Fund, Invesco Global Infrastructure Fund and
Invesco MLP Fund (series portfolios of AIF), the Invesco Global
Opportunities Fund, Invesco Global Responsibility Equity Fund, Invesco
International Companies Fund and the Invesco Select Opportunities Fund
(series portfolios of AIMF), Invesco Balanced-Risk Aggressive Allocation
Fund (a series portfolio of IST) and the Invesco Conservative Income
Fund (a series portfolio of IMT) (collectively, the "Funds"); and
2. All other terms and provisions of the Contract not amended shall remain
in full force and effect.
1
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Contract to be
executed by their officers designated as of the day and year first above
written.
INVESCO ADVISERS, INC.
ADVISOR
BY: /S/ JOHN M. ZERR
-----------------------------------
NAME: JOHN M. ZERR
TITLE: SENIOR VICE PRESIDENT
2
<PAGE>
INVESCO POWERSHARES CAPITAL MANAGEMENT LLC
Sub-Advisor
BY: /S/ DANIEL E. DRAPER
-----------------------------------
NAME: DAN DRAPER
TITLE: MANAGING DIRECTOR - INVESCO
POWERSHARES GLOBAL ETFS
3
<PAGE>
Sub-Item 77Q1(e)
AMENDMENT NO. 15
TO
SUB-ADVISORY CONTRACT
This Amendment dated as of April 11, 2017, amends the Sub-Advisory Contract
(the "Contract") between Invesco Advisers, Inc. (the "Advisor") and Invesco
PowerShares Capital Management LLC (the "Sub-Advisor").
WHEREAS, the parties agree to amend the Contract to add certain series
portfolios of AIM Counselor Series Trust (Invesco Counselor Series Trust), 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 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 Exchange Fund and Short-Term Investments Trust, as listed on the
attached Exhibit A, which were approved by shareholders;
NOW THEREFORE, in consideration of the promises and the mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. The Contract is hereby amended to include the Funds listed on Exhibit A
to the Contract as a recipient of the sub-advisory services by revising
recital A) at the beginning of the Agreement to read as follows:
The Advisor has entered into an investment advisory agreement with AIM
Counselor Series Trust (Invesco Counselor Series Trust) ("ACST"), AIM
Funds Group (Invesco Funds Group) ("AFG"), AIM Growth Series (Invesco
Growth Series) ("AGS"), AIM International Mutual Funds (Invesco
International Mutual Funds) ("AIMF"), AIM Investment Funds (Invesco
Investment Funds) ("AIF"), AIM Investment Securities Funds (Invesco
Investment Securities Funds) ("AIS"), AIM Tax-Exempt Funds (Invesco
Tax-Exempt Funds) ("ATEF"), AIM Treasurer's Series Trust (Invesco
Treasurer's Series Trust) ("ATST"), AIM Variable Insurance Funds
(Invesco Variable Insurance Funds) ("AVIF"), Invesco Exchange Fund,
Invesco Management Trust ("IMT"), Invesco Securities Trust ("IST") and
Short-Term Investments Trust ("STIT") (collectively, the "Trusts"),
open-end management investment companies registered under the Investment
Company Act of 1940, as amended (the "1940 Act"), with respect the funds
set forth in Exhibit A attached hereto (each a "Fund" and collectively,
the "Funds"); and
2. All other terms and provisions of the Contract not amended shall remain
in full force and effect.
1
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Contract to be
executed by their officers designated as of the day and year first above
written.
INVESCO ADVISERS, INC.
Advisor
BY: /S/ JOHN M. ZERR
-----------------------------------
NAME: John M. Zerr
TITLE: Senior Vice President
2
<PAGE>
INVESCO POWERSHARES CAPITAL MANAGEMENT LLC
Sub-Advisor
BY: /S/ DANIEL E. DRAPER
-----------------------------------
NAME: Dan Draper
TITLE: Managing Director - Invesco
PowerShares Global ETFs
3
<PAGE>
EXHIBIT A
AIM COUNSELOR SERIES TRUST (INVESCO COUNSELOR SERIES TRUST)
Invesco Equally-Weighted S&P 500 Fund
Invesco Floating Rate Fund
Invesco Pennsylvania Tax Free Income Fund
Invesco Short Duration High Yield Municipal Fund
Invesco Strategic Real Return Fund
AIM FUNDS GROUP (INVESCO FUNDS GROUP)
Invesco European 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 Convertible Securities Fund
Invesco Multi-Asset Inflation Fund
Invesco Quality Income Fund
Invesco Small Cap Growth Fund
AIM INTERNATIONAL MUTUAL FUNDS (INVESCO INTERNATIONAL MUTUAL FUNDS)
Invesco European Growth Fund
Invesco Global Opportunities Fund
Invesco Global Responsibility Equity Fund
Invesco International Companies 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 Developing Markets Fund
Invesco Emerging Markets Equity Fund
Invesco Emerging Markets Flexible Bond Fund
Invesco Endeavor Fund
Invesco Global Infrastructure Fund
Invesco Global Market Neutral Fund
Invesco Global Targeted Returns Fund
Invesco Long/Short Equity Fund
Invesco Low Volatility Emerging Markets Fund
Invesco Macro Allocation Strategy Fund
Invesco MLP Fund
Invesco Multi-Asset Income Fund
AIM INVESTMENT SECURITIES FUNDS (INVESCO INVESTMENT SECURITIES FUND)
Invesco Global Real Estate Fund
Invesco High Yield Fund
4
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AIM TAX-EXEMPT FUNDS (INVESCO TAX-EXEMPT FUNDS)
Invesco High Yield Municipal Fund
Invesco Intermediate Term Municipal Income Fund
Invesco Limited Term Municipal Income Fund
Invesco Municipal Income Fund
Invesco Tax-Exempt Cash Fund
AIM TREASURER'S SERIES TRUST (INVESCO TREASURER'S SERIES TRUST)
Premier Portfolio
Premier Tax-Exempt Portfolio
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. Core Plus Bond Fund
Invesco V.I. Diversified Dividend 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 Money Market 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. S&P 500 Index Fund
Invesco V.I. Small Cap Equity Fund
Invesco V.I. Technology Fund
Invesco V.I. Value Opportunities Fund
INVESCO EXCHANGE FUND
INVESCO MANAGEMENT TRUST
Invesco Conservative Income Fund
INVESCO SECURITIES TRUST
Invesco Balanced-Risk Aggressive Allocation Fund
SHORT-TERM INVESTMENTS TRUST
Government & Agency Portfolio
Tax-Free Cash Reserve Portfolio
Treasury Obligations Portfolio
5
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</DOCUMENT>