EX-99.77Q1E 3 d139906dex9977q1e.txt EX-99.77Q1E Sub-Item 77Q1(e) MEMORANDUM OF AGREEMENT (ADVISORY FEE WAIVERS) This Memorandum of Agreement is entered into as of the effective date on the attached Exhibit A and B (each an "Exhibit" or, collectively the "Exhibits"), between AIM Counselor Series Trust (Invesco Counselor Series Trust), AIM Equity Funds (Invesco Equity Funds), AIM Funds Group (Invesco Funds Group), AIM Growth Series (Invesco Growth Series), AIM International Mutual Funds (Invesco International Mutual Funds), AIM Investment Funds (Invesco Investment Funds), AIM Investment Securities Funds (Invesco Investment Securities Funds), AIM Sector Funds (Invesco Sector Funds), AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds), AIM Treasurer's Series Trust (Invesco Treasurer's Series Trust), AIM Variable Insurance Funds (Invesco Variable Insurance Funds), Invesco Advantage Municipal Income Trust II, Invesco Bond Fund, Invesco California Value Municipal Income Trust, Invesco Dynamic Credit Opportunities Fund, Invesco Exchange Fund, Invesco High Income Trust II, Invesco Management Trust, Invesco Municipal Income Opportunities Trust, Invesco Municipal Opportunity Trust, Invesco Municipal Trust, Invesco Pennsylvania Value Municipal Income Trust, Invesco Quality Municipal Income Trust, Invesco Securities Trust, Invesco Senior Income Trust, Invesco Trust for Investment Grade Municipals, Invesco Trust for Investment Grade New York Municipals and Invesco Value Municipal Income Trust (each a "Trust" or, collectively, the "Trusts"), on behalf of the funds listed on the Exhibits to this Memorandum of Agreement (the "Funds"), and Invesco Advisers, Inc. ("Invesco"). Invesco shall and hereby agrees to waive fees of the Funds, on behalf of their respective classes as applicable, severally and not jointly, as indicated in the Exhibits. For and in consideration of the mutual terms and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Invesco agrees that until at least the expiration date set forth on Exhibit A (the "Expiration Date") and with respect to those Funds listed on the Exhibit, Invesco will waive its advisory fees at the rate set forth on the Exhibit. For and in consideration of the mutual terms and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Trusts and Invesco agree as follows: 1. Invesco agrees that until the expiration date, if any, of the commitment set forth on the attached Exhibit B occurs, as such Exhibit B is amended from time to time, Invesco will waive advisory fees payable by an Investing Fund (defined below) in an amount equal to 100% of the net advisory fee Invesco receives on the Uninvested Cash (defined below) from the Affiliated Money Market Fund (defined below) in which the Investing Fund invests (the "Waiver"). i. Invesco's Fund Accounting Group will calculate, and apply, the Waiver monthly, based upon the average investment of Uninvested Cash made by the Investing Fund during the previous month in an Affiliated Money Market Fund. ii. The Waiver will not apply to those Investing Funds that do not charge an advisory fee, either due to the terms of their advisory agreement, or as a result of contractual or voluntary fee waivers. iii. The Waiver will not apply to cash collateral for securities lending. For purposes of the paragraph above, the following terms shall have the following meanings: (a) "Affiliated Money Market Fund" - any existing or future Trust that holds itself out as a money market fund and complies with Rule 2a-7 under the Investment Company Act of 1940, as amended; (b) "Investing Fund" - any Fund investing Cash Balances and/or Cash Collateral in an Affiliated Money Market Fund; and (c) "Uninvested Cash" - cash available and uninvested by a Trust that may result from a variety of sources, including dividends or interest received on portfolio securities, unsettled securities transactions, strategic reserves, matured investments, proceeds from liquidation of investment securities, dividend payments, or new investor capital. 2. Neither a Trust nor Invesco may remove or amend the Waiver to a Trust's detriment prior to the Expiration Date without requesting and receiving the approval of the Board of Trustee of the applicable Fund's Trust to remove or amend such Waiver. Invesco will not have any right to reimbursement of any amount so waived. Subject to the foregoing paragraphs, Invesco agrees to review the then-current waivers for each class of the Funds listed on the Exhibits on a date prior to the Expiration Date to determine whether such waivers should be amended, continued or terminated. The waivers will expire upon the Expiration Date unless Invesco has agreed to continue them. The Exhibits will be amended to reflect any such agreement. It is expressly agreed that the obligations of the Trusts hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Trusts personally, but shall only bind the assets and property of the Funds, as provided in each Trust's Agreement and Declaration of Trust. The execution and delivery of this Memorandum of Agreement have been authorized by the Trustees of each Trust, and this Memorandum of Agreement has been executed and delivered by an authorized officer of each Trust acting as such; neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the assets and property of the Funds, as provided in each Trust's Agreement and Declaration of Trust. IN WITNESS WHEREOF, each of the Trusts, on behalf of itself and its Funds listed in Exhibit A and B to this Memorandum of Agreement, and Invesco have entered into this Memorandum of Agreement as of the Effective Date on the attached Exhibits. AIM COUNSELOR SERIES TRUST (INVESCO INVESCO BOND FUND COUNSELOR SERIES TRUST) INVESCO CALIFORNIA VALUE MUNICIPAL AIM EQUITY FUNDS (INVESCO EQUITY FUNDS) INCOME TRUST AIM FUNDS GROUP (INVESCO FUNDS GROUP) INVESCO DYNAMIC CREDIT OPPORTUNITIES AIM GROWTH SERIES (INVESCO GROWTH FUND SERIES) INVESCO EXCHANGE FUND AIM INTERNATIONAL MUTUAL FUNDS INVESCO HIGH INCOME TRUST II (INVESCO INTERNATIONAL MUTUAL FUNDS) INVESCO MANAGEMENT TRUST AIM INVESTMENT FUNDS (INVESCO INVESCO MUNICIPAL INCOME OPPORTUNITIES INVESTMENT FUNDS) TRUST AIM INVESTMENT SECURITIES FUNDS INVESCO MUNICIPAL OPPORTUNITY TRUST (INVESCO INVESTMENT SECURITIES FUNDS) INVESCO MUNICIPAL TRUST AIM SECTOR FUNDS (INVESCO SECTOR FUNDS) INVESCO PENNSYLVANIA VALUE MUNICIPAL AIM TAX-EXEMPT FUNDS (INVESCO INCOME TRUST TAX-EXEMPT FUNDS) INVESCO QUALITY MUNICIPAL INCOME TRUST AIM TREASURER'S SERIES TRUST (INVESCO INVESCO SECURITIES TRUST TREASURER'S SERIES TRUST) INVESCO SENIOR INCOME TRUST AIM VARIABLE INSURANCE FUNDS (INVESCO INVESCO TRUST FOR INVESTMENT GRADE VARIABLE INSURANCE FUNDS) MUNICIPALS INVESCO ADVANTAGE MUNICIPAL INCOME INVESCO TRUST FOR INVESTMENT GRADE NEW TRUST II 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 EXHIBIT A TO ADVISORY FEE MOA
AIM COUNSELOR SERIES TRUST (INVESCO COUNSELOR EXPIRATION SERIES TRUST) WAIVER DESCRIPTION EFFECTIVE DATE DATE ------------------ ------------------------ -------------- ---------- Invesco Strategic Real Invesco will waive Return Fund advisory fees in an amount equal to the advisory fees earned on underlying affiliated investments 4/30/2014 06/30/2017 AIM INVESTMENT FUNDS (INVESCO EXPIRATION INVESTMENT FUNDS WAIVER DESCRIPTION EFFECTIVE DATE DATE ---------------- ------------------------ -------------- ---------- Invesco Global Targeted Invesco will waive Returns Fund advisory fees in an amount equal to the advisory fees earned on underlying affiliated investments 12/17/2013 06/30/2017 Invesco Strategic Invesco will waive Income Fund advisory fees in an amount equal to the advisory fees earned on underlying affiliated investments 5/2/2014 06/30/2017 Invesco Unconstrained Invesco will waive Bond Fund advisory fees in an amount equal to the advisory fees earned on underlying affiliated investments 10/14/2014 06/30/2017 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 12/31/2016 Premier U.S. Invesco will waive Government Money advisory fees in the Portfolio amount of 0.07% of the Fund's average daily net assets 2/1/2011 12/31/2016
EXHIBIT "B" AIM COUNSELOR SERIES TRUST (INVESCO COUNSELOR SERIES TRUST) PORTFOLIO EFFECTIVE DATE COMMITTED UNTIL --------- ------------------ --------------- Invesco American Franchise Fund February 12, 2010 June 30, 2017 Invesco California Tax-Free Income Fund February 12, 2010 June 30, 2017 Invesco Core Plus Bond Fund June 2, 2009 June 30, 2017 Invesco Equally-Weighted S&P 500 Fund February 12, 2010 June 30, 2017 Invesco Equity and Income Fund February 12, 2010 June 30, 2017 Invesco Floating Rate Fund July 1, 2007 June 30, 2017 Invesco Global Real Estate Income Fund July 1, 2007 June 30, 2017 Invesco Growth and Income Fund February 12, 2010 June 30, 2017 Invesco Low Volatility Equity Yield Fund July 1, 2007 June 30, 2017 Invesco Pennsylvania Tax Free Income Fund February 12, 2010 June 30, 2017 Invesco S&P 500 Index Fund February 12, 2010 June 30, 2017 Invesco Short Duration High Yield Municipal Fund September 30, 2015 June 30, 2017 Invesco Small Cap Discovery Fund February 12, 2010 June 30, 2017 Invesco Strategic Real Return Fund April 30, 2014 June 30, 2017 AIM EQUITY FUNDS (INVESCO EQUITY FUNDS) PORTFOLIO EFFECTIVE DATE COMMITTED UNTIL --------- ------------------ --------------- Invesco Charter Fund July 1, 2007 June 30, 2017 Invesco Diversified Dividend Fund July 1, 2007 June 30, 2017 Invesco Summit Fund July 1, 2007 June 30, 2017 AIM FUNDS GROUP (INVESCO FUNDS GROUP) FUND EFFECTIVE DATE COMMITTED UNTIL ---- ------------------ --------------- Invesco European Small Company Fund July 1, 2007 June 30, 2017 Invesco Global Core Equity Fund July 1, 2007 June 30, 2017 Invesco International Small Company Fund July 1, 2007 June 30, 2017 Invesco Small Cap Equity Fund July 1, 2007 June 30, 2017 AIM GROWTH SERIES (INVESCO GROWTH SERIES) FUND EFFECTIVE DATE COMMITTED UNTIL ---- ------------------ --------------- Invesco Convertible Securities Fund February 12, 2010 June 30, 2017 Invesco Global Low Volatility Equity Yield Fund July 1, 2007 June 30, 2017 Invesco Mid Cap Core Equity Fund July 1, 2007 June 30, 2017 Invesco Small Cap Growth Fund July 1, 2007 June 30, 2017 Invesco U.S. Mortgage Fund February 12, 2010 June 30, 2017 AIM INTERNATIONAL MUTUAL FUNDS (INVESCO INTERNATIONAL MUTUAL FUNDS) FUND EFFECTIVE DATE COMMITTED UNTIL ---- ------------------ --------------- Invesco Asia Pacific Growth Fund July 1, 2007 June 30, 2017 Invesco European Growth Fund July 1, 2007 June 30, 2017 Invesco Global Growth Fund July 1, 2007 June 30, 2017 Invesco Global Opportunities Fund August 3, 2012 June 30, 2017 Invesco Global Small & Mid Cap Growth Fund July 1, 2007 June 30, 2017 Invesco International Companies Fund December 21, 2015 June 30, 2017 Invesco International Core Equity Fund July 1, 2007 June 30, 2017 Invesco International Growth Fund July 1, 2007 June 30, 2017 Invesco Select Opportunities Fund August 3, 2012 June 30, 2017 AIM INVESTMENT FUNDS (INVESCO INVESTMENT FUNDS) FUND EFFECTIVE DATE COMMITTED UNTIL ---- ------------------ --------------- Invesco All Cap Market Neutral Fund December 17, 2013 June 30, 2017 Invesco Balanced-Risk Allocation Fund/1/ May 29, 2009 June 30, 2017 Invesco Balanced-Risk Commodity Strategy Fund/2/ November 29, 2010 June 30, 2017 Invesco Developing Markets Fund July 1, 2007 June 30, 2017 Invesco Emerging Markets Equity Fund May 11, 2011 June 30, 2017 Invesco Emerging Market Local Currency Debt Fund June 14, 2010 June 30, 2017 Invesco Endeavor Fund July 1, 2007 June 30, 2017 Invesco Global Health Care Fund July 1, 2007 June 30, 2017 Invesco Global Infrastructure Fund May 2, 2014 June 30, 2017 Invesco Global Market Neutral Fund December 17, 2013 June 30, 2017 Invesco Global Markets Strategy Fund/3/ September 25, 2012 June 30, 2017 Invesco Global Targeted Returns Fund/4/ December 17, 2013 June 30, 2017 Invesco Greater China Fund July 1, 2007 June 30, 2017 Invesco International Total Return Fund July 1, 2007 June 30, 2017 Invesco Long/Short Equity Fund December 17, 2013 June 30, 2017 Invesco Low Volatility Emerging Markets Fund December 17, 2013 June 30, 2017 Invesco Macro International Equity Fund December 17, 2013 June 30, 2017 Invesco Macro Long/Short Fund December 17, 2013 June 30, 2017 Invesco MLP Fund August 29, 2014 June 30, 2017 Invesco Pacific Growth Fund February 12, 2010 June 30, 2017 Invesco Premium Income Fund December 13, 2011 June 30, 2017 Invesco Select Companies Fund July 1, 2007 June 30, 2017 Invesco Strategic Income Fund May 2, 2014 June 30, 2017 Invesco Unconstrained Bond Fund October 14, 2014 June 30, 2017 AIM INVESTMENT SECURITIES FUNDS (INVESCO INVESTMENT SECURITIES FUNDS) FUND EFFECTIVE DATE COMMITTED UNTIL ---- ------------------ --------------- Invesco Corporate Bond Fund February 12, 2010 June 30, 2017 Invesco Global Real Estate Fund July 1, 2007 June 30, 2017 Invesco High Yield Fund July 1, 2007 June 30, 2017 Invesco Limited Maturity Treasury Fund/5/ July 1, 2007 June 30, 2017 Invesco Money Market Fund July 1, 2007 June 30, 2017 Invesco Real Estate Fund July 1, 2007 June 30, 2017 Invesco Short Term Bond Fund July 1, 2007 June 30, 2017 Invesco U.S. Government Fund July 1, 2007 June 30, 2017 -------- 1 Advisory fees to be waived by Invesco for Invesco Balanced-Risk Allocation Fund also include advisory fees that Invesco receives on the Uninvested Cash from the Affiliated Money Market Fund in which Invesco Cayman Commodity Fund I, Ltd. invests. 2 Advisory fees to be waived by Invesco for Invesco Balanced-Risk Commodity Strategy Fund also include advisory fees that Invesco receives on the Uninvested Cash from the Affiliated Money Market Fund in which Invesco Cayman Commodity Fund III, Ltd. invests. 3 Advisory fees to be waived by Invesco for Invesco Global Markets Strategy Fund also include advisory fees that Invesco receives on the Uninvested Cash from the Affiliated Money Market Fund in which Invesco Cayman Commodity Fund V, Ltd. invests. 4 Advisory fees to be waived by Invesco for Invesco Global Targeted Returns Fund also include advisory fees that Invesco receives on the Uninvested Cash from the Affiliated Money Market Fund in which Invesco Cayman Commodity Fund VII, Ltd. invests. 5 Effective December 31, 2015, Invesco Limited Maturity Treasury Fund will change its name to Invesco Short Duration Inflation Protected Fund. Sub-Item 77Q1(e) AIM SECTOR FUNDS (INVESCO SECTOR FUNDS) FUND EFFECTIVE DATE COMMITTED UNTIL ---- ----------------- --------------- Invesco American Value Fund February 12, 2010 June 30, 2017 Invesco Comstock Fund February 12, 2010 June 30, 2017 Invesco Energy Fund July 1, 2007 June 30, 2017 Invesco Dividend Income Fund July 1, 2007 June 30, 2017 Invesco Gold & Precious Metals Fund July 1, 2007 June 30, 2017 Invesco Mid Cap Growth Fund February 12, 2010 June 30, 2017 Invesco Small Cap Value Fund February 12, 2010 June 30, 2017 Invesco Technology Fund July 1, 2007 June 30, 2017 Invesco Technology Sector Fund February 12, 2010 June 30, 2017 Invesco Value Opportunities Fund February 12, 2010 June 30, 2017 AIM TAX-EXEMPT FUNDS (INVESCO TAX-EXEMPT FUNDS) FUND EFFECTIVE DATE COMMITTED UNTIL ---- ----------------- --------------- Invesco High Yield Municipal Fund February 12, 2010 June 30, 2017 Invesco Intermediate Term Municipal Income Fund February 12, 2010 June 30, 2017 Invesco Municipal Income Fund February 12, 2010 June 30, 2017 Invesco New York Tax Free Income Fund February 12, 2010 June 30, 2017 Invesco Tax-Exempt Cash Fund July 1, 2007 June 30, 2017 Invesco Limited Term Municipal Income Fund July 1, 2007 June 30, 2017 AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS) FUND EFFECTIVE DATE COMMITTED UNTIL ---- ----------------- --------------- Invesco V.I. American Franchise Fund February 12, 2010 June 30, 2017 Invesco V.I. American Value Fund February 12, 2010 June 30, 2017 Invesco V.I. Balanced-Risk Allocation Fund/5/ December 22, 2010 June 30, 2017 Invesco V.I. Comstock Fund February 12, 2010 June 30, 2017 Invesco V.I. Core Equity Fund July 1, 2007 June 30, 2017 Invesco V.I. Core Plus Bond Fund April 30, 2015 June 30, 2017 Invesco V.I. Diversified Dividend Fund February 12, 2010 June 30, 2017 Invesco V.I. Equally-Weighted S&P 500 Fund February 12, 2010 June 30, 2017 Invesco V.I. Equity and Income Fund February 12, 2010 June 30, 2017 Invesco V.I. Global Core Equity Fund February 12, 2010 June 30, 2017 Invesco V.I. Global Health Care Fund July 1, 2007 June 30, 2017 Invesco V.I. Global Real Estate Fund July 1, 2007 June 30, 2017 Invesco V.I. Government Securities Fund July 1, 2007 June 30, 2017 Invesco V.I. Growth and Income Fund February 12, 2010 June 30, 2017 Invesco V.I. High Yield Fund July 1, 2007 June 30, 2017 Invesco V.I. International Growth Fund July 1, 2007 June 30, 2017 Invesco V.I. Managed Volatility Fund July 1, 2007 June 30, 2017 Invesco V.I. Mid Cap Core Equity Fund July 1, 2007 June 30, 2017 Invesco V.I. Mid Cap Growth Fund February 12, 2010 June 30, 2017 Invesco V.I. Money Market Fund July 1, 2007 June 30, 2017 Invesco V.I. S&P 500 Index Fund February 12, 2010 June 30, 2017 Invesco V.I. Small Cap Equity Fund July 1, 2007 June 30, 2017 Invesco V.I. Technology Fund July 1, 2007 June 30, 2017 Invesco V.I. Value Opportunities Fund July 1, 2007 June 30, 2017 /5/ Advisory fees to be waived by Invesco for Invesco V.I. Balanced-Risk Allocation Fund also include advisory fees that Invesco receives on the Uninvested Cash from the Affiliated Money Market Fund in which Invesco Cayman Commodity Fund IV, Ltd. invests. INVESCO EXCHANGE FUND FUND EFFECTIVE DATE COMMITTED UNTIL ---- ------------------ --------------- Invesco Exchange Fund September 30, 2015 June 30, 2017 INVESCO SECURITIES TRUST FUND EFFECTIVE DATE COMMITTED UNTIL ---- ------------------ --------------- Invesco Balanced-Risk Aggressive Allocation Fund January 16, 2013 June 30, 2017 INVESCO MANAGEMENT TRUST FUND EFFECTIVE DATE COMMITTED UNTIL ---- ------------------ --------------- Invesco Conservative Income Fund July 1, 2014 June 30, 2017 CLOSED-END FUNDS FUND EFFECTIVE DATE COMMITTED UNTIL ---- ------------------ --------------- Invesco Advantage Municipal Income Trust II May 15, 2012 June 30, 2017 Invesco Bond Fund August 26, 2015 June 30, 2017 Invesco California Value Municipal Income Trust May 15, 2012 June 30, 2017 Invesco Dynamic Credit Opportunities Fund May 15, 2012 June 30, 2017 Invesco High Income Trust II May 15, 2012 June 30, 2017 Invesco Municipal Income Opportunities Trust August 26, 2015 June 30, 2017 Invesco Municipal Opportunity Trust May 15, 2012 June 30, 2017 Invesco Municipal Trust May 15, 2012 June 30, 2017 Invesco Pennsylvania Value Municipal Income Trust May 15, 2012 June 30, 2017 Invesco Quality Municipal Income Trust August 26, 2015 June 30, 2017 Invesco Senior Income Trust May 15, 2012 June 30, 2017 Invesco Trust for Investment Grade Municipals May 15, 2012 June 30, 2017 Invesco Trust for Investment Grade New York Municipals May 15, 2012 June 30, 2017 Invesco Value Municipal Income Trust June 1, 2010 June 30, 2017 Sub-Item 77Q1(e) MEMORANDUM OF AGREEMENT (EXPENSE LIMITATIONS) This Memorandum of Agreement is entered into as of the Effective Date on the attached exhibits (the "Exhibits"), between AIM Counselor Series Trust (Invesco Counselor Series Trust), AIM Equity Funds (Invesco Equity Funds), AIM Funds Group (Invesco Funds Group), AIM Growth Series (Invesco Growth Series), AIM International Mutual Funds (Invesco International Mutual Funds), AIM Investment Funds (Invesco Investment Funds), AIM Investment Securities Funds (Invesco Investment Securities Funds), AIM Sector Funds (Invesco Sector Funds), AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds), AIM Variable Insurance Funds (Invesco Variable Insurance Funds), Invesco California Value Municipal Trust, Invesco Management Trust, Invesco Municipal Opportunity Trust, Invesco Quality Municipal Income Trust, Invesco Securities Trust, Invesco Trust for Investment Grade New York Municipals and Short-Term Investments Trust (each a "Trust" or, collectively, the "Trusts"), on behalf of the funds listed on the Exhibits to this Memorandum of Agreement (the "Funds"), and Invesco Advisers, Inc. ("Invesco"). Invesco shall and hereby agrees to waive fees or reimburse expenses of each Fund, on behalf of its respective classes as applicable, severally and not jointly, as indicated in the attached Exhibits. For and in consideration of the mutual terms and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Trusts and Invesco agree as follows: For the Contractual Limits (listed in Exhibits A - D), Invesco agrees until at least the expiration date set forth on the attached Exhibits A - D (the "Expiration Date") that Invesco will waive its fees or reimburse expenses to the extent that expenses of a class of a Fund (excluding (i) interest; (ii) taxes; (iii) dividend expense on short sales; (iv) extraordinary or non-routine items, including litigation expenses; and (v) expenses that each Fund has incurred but did not actually pay because of an expense offset arrangement, if applicable) exceed the rate, on an annualized basis, set forth on the Exhibits of the average daily net assets allocable to such class. Acquired fund fees and expenses are not fees or expenses incurred by a fund directly but are expenses of the investment companies in which a fund invests. These fees and expenses are incurred indirectly through the valuation of a fund's investment in these investment companies. Acquired fund fees and expenses are required to be disclosed and included in the total annual fund operating expenses in the prospectus fee table. As a result, the net total annual fund operating expenses shown in the prospectus fee table may exceed the expense limits reflected in Exhibits A - D. With regard to the Contractual Limits, the Board of Trustees of the Trust and Invesco may terminate or modify this Memorandum of Agreement prior to the Expiration Date only by mutual written consent. Invesco will not have any right to reimbursement of any amount so waived or reimbursed. For the Contractual Limits, Invesco agrees to review the then-current expense limitations for each class of each Fund listed on the Exhibits on a date prior to the Expiration Date to determine whether such limitations should be amended, continued or terminated. The expense limitations will expire upon the Expiration Date unless Invesco has agreed to continue them. The Exhibits will be amended to reflect any such agreement. For the Voluntary Limits (listed in Exhibits A - D), Invesco agrees that these are not contractual in nature and that Invesco may establish, amend and/or terminate such expense limitations at any time in its sole discretion. Any delay or failure by Invesco to update this Memorandum of Agreement with regards to the terminations, extensions, or expirations of the Voluntary Limits shall have no effect on the term of such Voluntary Limitations; the Voluntary Limitations are listed herein for informational purposes only. It is expressly agreed that the obligations of each Trust hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Trusts personally, but shall only bind the assets and property of each Fund, as provided in each Trust's Agreement and Declaration of Trust. The execution and delivery of this Memorandum of Agreement have been authorized by the Trustees of the Trusts, and this Memorandum of Agreement has been executed and delivered by an authorized officer of the Trusts acting as such; neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the assets and property of the Funds, as provided in each Trust's Agreement and Declaration of Trust. IN WITNESS WHEREOF, each of the Trusts and Invesco have entered into this Memorandum of Agreement as of the Effective Dates on the attached Exhibits. AIM COUNSELOR SERIES TRUST (INVESCO COUNSELOR SERIES TRUST) AIM EQUITY FUNDS (INVESCO EQUITY FUNDS) AIM FUNDS GROUP (INVESCO FUNDS GROUP) AIM GROWTH SERIES (INVESCO GROWTH SERIES) AIM INTERNATIONAL MUTUAL FUNDS (INVESCO INTERNATIONAL MUTUAL FUNDS) AIM INVESTMENT FUNDS (INVESCO INVESTMENT FUNDS) AIM INVESTMENT SECURITIES FUNDS (INVESCO INVESTMENT SECURITIES FUNDS) AIM SECTOR FUNDS (INVESCO SECTOR FUNDS) AIM TAX-EXEMPT FUNDS (INVESCO TAX-EXEMPT FUNDS) AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS) INVESCO CALIFORNIA VALUE MUNICIPAL INCOME TRUST INVESCO MANAGEMENT TRUST INVESCO MUNICIPAL OPPORTUNITY TRUST INVESCO QUALITY MUNICIPAL INCOME TRUST INVESCO SECURITIES TRUST INVESCO TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS 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 EXHIBIT "A" - RETAIL FUNDS/1/ AIM COUNSELOR SERIES TRUST (INVESCO COUNSELOR SERIES TRUST)
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE ---- ------------ ---------- ------------------ ----------------- Invesco American Franchise Fund Class A Shares Contractual 2.00% July 1, 2013 June 30, 2016 Class B Shares Contractual 2.75% July 1, 2013 June 30, 2016 Class C Shares Contractual 2.75% July 1, 2013 June 30, 2016 Class R Shares Contractual 2.25% July 1, 2013 June 30, 2016 Class R5 Shares Contractual 1.75% July 1, 2013 June 30, 2016 Class R6 Shares Contractual 1.75% July 1, 2013 June 30, 2016 Class Y Shares Contractual 1.75% July 1, 2013 June 30, 2016 Invesco California Tax-Free Income Fund Class A Shares Contractual 1.50% July 1, 2012 June 30, 2016 Class B Shares Contractual 2.00% July 1, 2012 June 30, 2016 Class C Shares Contractual 2.00% July 1, 2012 June 30, 2016 Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2016 Invesco Core Plus Bond Fund Class A Shares Contractual 0.86% January 1, 2015 December 31, 2016 Class B Shares Contractual 1.61% January 1, 2015 December 31, 2016 Class C Shares Contractual 1.61% January 1, 2015 December 31, 2016 Class R Shares Contractual 1.11% January 1, 2015 December 31, 2016 Class R5 Shares Contractual 0.61% January 1, 2015 December 31, 2016 Class R6 Shares Contractual 0.61% January 1, 2015 December 31, 2016 Class Y Shares Contractual 0.61% January 1, 2015 December 31, 2016 Invesco Equally-Weighted S&P 500 Fund Class A Shares Contractual 2.00% July 1, 2012 June 30, 2016 Class B Shares Contractual 2.75% July 1, 2012 June 30, 2016 Class C Shares Contractual 2.75% July 1, 2012 June 30, 2016 Class R Shares Contractual 2.25% July 1, 2012 June 30, 2016 Class R6 Shares Contractual 1.75% September 24, 2012 June 30, 2016 Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2016 Invesco Equity and Income Fund Class A Shares Contractual 1.50% July 1, 2012 June 30, 2016 Class B Shares Contractual 2.25% July 1, 2012 June 30, 2016 Class C Shares Contractual 2.25% July 1, 2012 June 30, 2016 Class R Shares Contractual 1.75% July 1, 2012 June 30, 2016 Class R5 Shares Contractual 1.25% July 1, 2012 June 30, 2016 Class R6 Shares Contractual 1.25% September 24, 2012 June 30, 2016 Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2016 Invesco Floating Rate Fund Class A Shares Contractual 1.50% April 14, 2006 June 30, 2016 Class C Shares Contractual 2.00% April 14, 2006 June 30, 2016 Class R Shares Contractual 1.75% April 14, 2006 June 30, 2016 Class R5 Shares Contractual 1.25% April 14, 2006 June 30, 2016 Class R6 Shares Contractual 1.25% September 24, 2012 June 30, 2016 Class Y Shares Contractual 1.25% October 3, 2008 June 30, 2016 Invesco Global Real Estate Income Fund Class A Shares Contractual 2.00% July 1, 2009 June 30, 2016 Class B Shares Contractual 2.75% July 1, 2009 June 30, 2016 Class C Shares Contractual 2.75% July 1, 2009 June 30, 2016 Class R5 Shares Contractual 1.75% July 1, 2009 June 30, 2016 Class R6 Shares Contractual 1.75% September 24, 2012 June 30, 2016 Class Y Shares Contractual 1.75% July 1, 2009 June 30, 2016
See page 17 for footnotes to Exhibit A. 3
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE ---- ------------ -------------------- ------------------ ----------------- Invesco Growth and Income Fund Class A Shares Contractual 2.00% July 1, 2012 June 30, 2016 Class B Shares Contractual 2.75% July 1, 2012 June 30, 2016 Class C Shares Contractual 2.75% July 1, 2012 June 30, 2016 Class R Shares Contractual 2.25% July 1, 2012 June 30, 2016 Class R5 Shares Contractual 1.75% July 1, 2012 June 30, 2016 Class R6 Shares Contractual 1.75% September 24, 2012 June 30, 2016 Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2016 Invesco Low Volatility Equity Yield Fund Class A Shares Contractual 2.00% July 1, 2012 June 30, 2016 Class B Shares Contractual 2.75% July 1, 2012 June 30, 2016 Class C Shares Contractual 2.75% July 1, 2012 June 30, 2016 Class R Shares Contractual 2.25% July 1, 2012 June 30, 2016 Class R5 Shares Contractual 1.75% July 1, 2012 June 30, 2016 Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2016 Investor Class Shares Contractual 2.00% July 1, 2012 June 30, 2016 Invesco Pennsylvania Tax Free Income Fund Class A Shares Contractual 1.50% July 1, 2012 June 30, 2016 Class B Shares Contractual 2.25% July 1, 2012 June 30, 2016 Class C Shares Contractual 2.25% July 1, 2012 June 30, 2016 Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2016 Invesco S&P 500 Index Fund Class A Shares Contractual 2.00% July 1, 2012 June 30, 2016 Class B Shares Contractual 2.75% July 1, 2012 June 30, 2016 Class C Shares Contractual 2.75% July 1, 2012 June 30, 2016 Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2016 Invesco Short Duration High Yield Municipal Fund Class A Shares Contractual 0.79% September 30, 2015 December 31, 2016 Class C Shares Contractual 1.54% September 30, 2015 December 31, 2016 Class R5 Shares Contractual 0.54% September 30, 2015 December 31, 2016 Class Y Shares Contractual 0.54% September 30, 2015 December 31, 2016 Invesco Small Cap Discovery Fund Class A Shares Contractual 2.00% July 1, 2012 June 30, 2016 Class B Shares Contractual 2.75% July 1, 2012 June 30, 2016 Class C Shares Contractual 2.75% July 1, 2012 June 30, 2016 Class R5 Shares Contractual 1.75% September 24, 2012 June 30, 2016 Class R6 Shares Contractual 1.75% September 24, 2012 June 30, 2016 Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2016 Invesco Strategic Real Return Fund Class A Shares Contractual 0.82% less net AFFE* April 30, 2014 December 31, 2016 Class C Shares Contractual 1.57% less net AFFE* April 30, 2014 December 31, 2016 Class R Shares Contractual 1.07% less net AFFE* April 30, 2014 December 31, 2016 Class R5 Shares Contractual 0.57% less net AFFE* April 30, 2014 December 31, 2016 Class R6 Shares Contractual 0.57% less net AFFE* April 30, 2014 December 31, 2016 Class Y Shares Contractual 0.57% less net AFFE* April 30, 2014 December 31, 2016
See page 17 for footnotes to Exhibit A. 4 AIM EQUITY FUNDS (INVESCO EQUITY FUNDS)
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE ---- ------------ ---------- ------------------ ------------- Invesco Charter Fund Class A Shares Contractual 2.00% July 1, 2009 June 30, 2016 Class B Shares Contractual 2.75% July 1, 2009 June 30, 2016 Class C Shares Contractual 2.75% July 1, 2009 June 30, 2016 Class R Shares Contractual 2.25% July 1, 2009 June 30, 2016 Class R5 Shares Contractual 1.75% July 1, 2009 June 30, 2016 Class R6 Shares Contractual 1.75% September 24, 2012 June 30, 2016 Class S Shares Contractual 1.90% September 25, 2009 June 30, 2016 Class Y Shares Contractual 1.75% July 1, 2009 June 30, 2016 Invesco Diversified Dividend Fund Class A Shares Contractual 2.00% July 1, 2013 June 30, 2016 Class B Shares Contractual 2.75% July 1, 2013 June 30, 2016 Class C Shares Contractual 2.75% July 1, 2013 June 30, 2016 Class R Shares Contractual 2.25% July 1, 2013 June 30, 2016 Class R5 Shares Contractual 1.75% July 1, 2013 June 30, 2016 Class R6 Shares Contractual 1.75% July 1, 2013 June 30, 2016 Class Y Shares Contractual 1.75% July 1, 2013 June 30, 2016 Investor Class Shares Contractual 2.00% July 1, 2013 June 30, 2016 Invesco Summit Fund Class A Shares Contractual 2.00% July 1, 2009 June 30, 2016 Class B Shares Contractual 2.75% July 1, 2009 June 30, 2016 Class C Shares Contractual 2.75% July 1, 2009 June 30, 2016 Class P Shares Contractual 1.85% July 1, 2009 June 30, 2016 Class R5 Shares Contractual 1.75% July 1, 2009 June 30, 2016 Class S Shares Contractual 1.90% September 25, 2009 June 30, 2016 Class Y Shares Contractual 1.75% July 1, 2009 June 30, 2016 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, 2016 Class B Shares Contractual 3.00% July 1, 2009 June 30, 2016 Class C Shares Contractual 3.00% July 1, 2009 June 30, 2016 Class Y Shares Contractual 2.00% July 1, 2009 June 30, 2016 Invesco Global Core Equity Fund Class A Shares Contractual 2.25% July 1, 2013 June 30, 2016 Class B Shares Contractual 3.00% July 1, 2013 June 30, 2016 Class C Shares Contractual 3.00% July 1, 2013 June 30, 2016 Class R Shares Contractual 2.50% July 1, 2013 June 30, 2016 Class R5 Shares Contractual 2.00% July 1, 2013 June 30, 2016 Class Y Shares Contractual 2.00% July 1, 2013 June 30, 2016 Invesco International Small Company Fund Class A Shares Contractual 2.25% July 1, 2009 June 30, 2016 Class B Shares Contractual 3.00% July 1, 2009 June 30, 2016 Class C Shares Contractual 3.00% July 1, 2009 June 30, 2016 Class R5 Shares Contractual 2.00% July 1, 2009 June 30, 2016 Class R6 Shares Contractual 2.00% September 24, 2012 June 30, 2016 Class Y Shares Contractual 2.00% July 1, 2009 June 30, 2016
See page 17 for footnotes to Exhibit A. 5
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE ---- ------------ -------------------- ------------------ -------------- Invesco Small Cap Equity Fund Class A Shares Contractual 2.00% July 1, 2009 June 30, 2016 Class B Shares Contractual 2.75% July 1, 2009 June 30, 2016 Class C Shares Contractual 2.75% July 1, 2009 June 30, 2016 Class R Shares Contractual 2.25% July 1, 2009 June 30, 2016 Class R5 Shares Contractual 1.75% July 1, 2009 June 30, 2016 Class R6 Shares Contractual 1.75% September 24, 2012 June 30, 2016 Class Y Shares Contractual 1.75% July 1, 2009 June 30, 2016 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 1.75% less net AFFE* October 14, 2014 April 30, 2017 Class C Shares Contractual 2.50% less net AFFE* October 14, 2014 April 30, 2017 Class R Shares Contractual 2.00% less net AFFE* October 14, 2014 April 30, 2017 Class R5 Shares Contractual 1.50% less net AFFE* October 14, 2014 April 30, 2017 Class R6 Shares Contractual 1.50% less net AFFE* October 14, 2014 April 30, 2017 Class Y Shares Contractual 1.50% less net AFFE* October 14, 2014 April 30, 2017 Invesco Balanced-Risk Retirement 2020 Fund Class A Shares Contractual 0.25% November 4, 2009 April 30, 2017 Class AX Shares Contractual 0.25% February 12, 2010 April 30, 2017 Class B Shares Contractual 1.00% November 4, 2009 April 30, 2017 Class C Shares Contractual 1.00% November 4, 2009 April 30, 2017 Class CX Shares Contractual 1.00% February 12, 2010 April 30, 2017 Class R Shares Contractual 0.50% November 4, 2009 April 30, 2017 Class R5 Shares Contractual 0.00% November 4, 2009 April 30, 2017 Class R6 Shares Contractual 0.00% September 24, 2012 April 30, 2017 Class RX Shares Contractual 0.50% February 12, 2010 April 30, 2017 Class Y Shares Contractual 0.00% November 4, 2009 April 30, 2017 Invesco Balanced-Risk Retirement 2030 Fund Class A Shares Contractual 0.25% November 4, 2009 April 30, 2017 Class AX Shares Contractual 0.25% February 12, 2010 April 30, 2017 Class B Shares Contractual 1.00% November 4, 2009 April 30, 2017 Class C Shares Contractual 1.00% November 4, 2009 April 30, 2017 Class CX Shares Contractual 1.00% February 12, 2010 April 30, 2017 Class R Shares Contractual 0.50% November 4, 2009 April 30, 2017 Class R5 Shares Contractual 0.00% November 4, 2009 April 30, 2017 Class R6 Shares Contractual 0.00% September 24, 2012 April 30, 2017 Class RX Shares Contractual 0.50% February 12, 2010 April 30, 2017 Class Y Shares Contractual 0.00% November 4, 2009 April 30, 2017 Invesco Balanced-Risk Retirement 2040 Fund Class A Shares Contractual 0.25% November 4, 2009 April 30, 2017 Class AX Shares Contractual 0.25% February 12, 2010 April 30, 2017 Class B Shares Contractual 1.00% November 4, 2009 April 30, 2017 Class C Shares Contractual 1.00% November 4, 2009 April 30, 2017 Class CX Shares Contractual 1.00% February 12, 2010 April 30, 2017 Class R Shares Contractual 0.50% November 4, 2009 April 30, 2017 Class R5 Shares Contractual 0.00% November 4, 2009 April 30, 2017 Class R6 Shares Contractual 0.00% September 24, 2012 April 30, 2017 Class RX Shares Contractual 0.50% February 12, 2010 April 30, 2017 Class Y Shares Contractual 0.00% November 4, 2009 April 30, 2017
See page 17 for footnotes to Exhibit A. 6
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE ---- ------------ ---------- ------------------ -------------- Invesco Balanced-Risk Retirement 2050 Fund Class A Shares Contractual 0.25% November 4, 2009 April 30, 2017 Class AX Shares Contractual 0.25% February 12, 2010 April 30, 2017 Class B Shares Contractual 1.00% November 4, 2009 April 30, 2017 Class C Shares Contractual 1.00% November 4, 2009 April 30, 2017 Class CX Shares Contractual 1.00% February 12, 2010 April 30, 2017 Class R Shares Contractual 0.50% November 4, 2009 April 30, 2017 Class R5 Shares Contractual 0.00% November 4, 2009 April 30, 2017 Class R6 Shares Contractual 0.00% September 24, 2012 April 30, 2017 Class RX Shares Contractual 0.50% February 12, 2010 April 30, 2017 Class Y Shares Contractual 0.00% November 4, 2009 April 30, 2017 Invesco Balanced-Risk Retirement Now Fund Class A Shares Contractual 0.25% November 4, 2009 April 30, 2017 Class AX Shares Contractual 0.25% February 12, 2010 April 30, 2017 Class B Shares Contractual 1.00% November 4, 2009 April 30, 2017 Class C Shares Contractual 1.00% November 4, 2009 April 30, 2017 Class CX Shares Contractual 1.00% February 12, 2010 April 30, 2017 Class R Shares Contractual 0.50% November 4, 2009 April 30, 2017 Class R5 Shares Contractual 0.00% November 4, 2009 April 30, 2017 Class R6 Shares Contractual 0.00% September 24, 2012 April 30, 2017 Class RX Shares Contractual 0.50% February 12, 2010 April 30, 2017 Class Y Shares Contractual 0.00% November 4, 2009 April 30, 2017 Invesco Conservative Allocation Fund Class A Shares Contractual 1.50% July 1, 2012 June 30, 2016 Class B Shares Contractual 2.25% July 1, 2012 June 30, 2016 Class C Shares Contractual 2.25% July 1, 2012 June 30, 2016 Class R Shares Contractual 1.75% July 1, 2012 June 30, 2016 Class R5 Shares Contractual 1.25% July 1, 2012 June 30, 2016 Class S Shares Contractual 1.40% July 1, 2012 June 30, 2016 Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2016 Invesco Convertible Securities Fund Class A Shares Contractual 1.50% July 1, 2012 June 30, 2016 Class B Shares Contractual 2.25% July 1, 2012 June 30, 2016 Class C Shares Contractual 2.25% July 1, 2012 June 30, 2016 Class R5 Shares Contractual 1.25% July 1, 2012 June 30, 2016 Class R6 Shares Contractual 1.25% September 24, 2012 June 30, 2016 Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2016 Invesco Global Low Volatility Equity Yield Fund Class A Shares Contractual 1.46% May 1, 2015 April 30, 2016 Class B Shares Contractual 2.21% May 1, 2015 April 30, 2016 Class C Shares Contractual 2.21% May 1, 2015 April 30, 2016 Class R Shares Contractual 1.71% May 1, 2015 April 30, 2016 Class R5 Shares Contractual 1.21% May 1, 2015 April 30, 2016 Class Y Shares Contractual 1.21% May 1, 2015 April 30, 2016 Invesco Growth Allocation Fund Class A Shares Contractual 2.00% July 1, 2012 June 30, 2016 Class B Shares Contractual 2.75% July 1, 2012 June 30, 2016 Class C Shares Contractual 2.75% July 1, 2012 June 30, 2016 Class R Shares Contractual 2.25% July 1, 2012 June 30, 2016 Class R5 Shares Contractual 1.75% July 1, 2012 June 30, 2016 Class S Shares Contractual 1.90% July 1, 2012 June 30, 2016 Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2016
See page 17 for footnotes to Exhibit A 7
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE ---- ------------ -------------------- ------------------ -------------- Invesco Income Allocation Fund Class A Shares Contractual 0.25% May 1, 2012 April 30, 2017 Class B Shares Contractual 1.00% May 1, 2012 April 30, 2017 Class C Shares Contractual 1.00% May 1, 2012 April 30, 2017 Class R Shares Contractual 0.50% May 1, 2012 April 30, 2017 Class R5 Shares Contractual 0.00% May 1, 2012 April 30, 2017 Class Y Shares Contractual 0.00% May 1, 2012 April 30, 2017 Invesco International Allocation Fund Class A Shares Contractual 2.25% May 1, 2012 June 30, 2016 Class B Shares Contractual 3.00% May 1, 2012 June 30, 2016 Class C Shares Contractual 3.00% May 1, 2012 June 30, 2016 Class R Shares Contractual 2.50% May 1, 2012 June 30, 2016 Class R5 Shares Contractual 2.00% May 1, 2012 June 30, 2016 Class Y Shares Contractual 2.00% May 1, 2012 June 30, 2016 Invesco Mid Cap Core Equity Fund Class A Shares Contractual 2.00% July 1, 2009 June 30, 2016 Class B Shares Contractual 2.75% July 1, 2009 June 30, 2016 Class C Shares Contractual 2.75% July 1, 2009 June 30, 2016 Class R Shares Contractual 2.25% July 1, 2009 June 30, 2016 Class R5 Shares Contractual 1.75% July 1, 2009 June 30, 2016 Class R6 Shares Contractual 1.75% September 24, 2012 June 30, 2016 Class Y Shares Contractual 1.75% July 1, 2009 June 30, 2016 Invesco Moderate Allocation Fund Class A Shares Contractual 1.50% July 1, 2012 June 30, 2016 Class B Shares Contractual 2.25% July 1, 2012 June 30, 2016 Class C Shares Contractual 2.25% July 1, 2012 June 30, 2016 Class R Shares Contractual 1.75% July 1, 2012 June 30, 2016 Class R5 Shares Contractual 1.25% July 1, 2012 June 30, 2016 Class S Shares Contractual 1.40% July 1, 2012 June 30, 2016 Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2016 Invesco Multi-Asset Inflation Fund Class A Shares Contractual 1.36% less net AFFE* October 14, 2014 April 30, 2017 Class C Shares Contractual 2.11% less net AFFE* October 14, 2014 April 30, 2017 Class R Shares Contractual 1.61% less net AFFE* October 14, 2014 April 30, 2017 Class R5 Shares Contractual 1.11% less net AFFE* October 14, 2014 April 30, 2017 Class R6 Shares Contractual 1.11% less net AFFE* October 14, 2014 April 30, 2017 Class Y Shares Contractual 1.11% less net AFFE* October 14, 2014 April 30, 2017 Invesco Small Cap Growth Fund Class A Shares Contractual 2.00% July 1, 2009 June 30, 2016 Class B Shares Contractual 2.75% July 1, 2009 June 30, 2016 Class C Shares Contractual 2.75% July 1, 2009 June 30, 2016 Class R Shares Contractual 2.25% July 1, 2009 June 30, 2016 Class R5 Shares Contractual 1.75% July 1, 2009 June 30, 2016 Class R6 Shares Contractual 1.75% September 24, 2012 June 30, 2016 Class Y Shares Contractual 1.75% July 1, 2009 June 30, 2016 Investor Class Shares Contractual 2.00% July 1, 2009 June 30, 2016 Invesco U.S. Mortgage Fund Class A Shares Contractual 1.50% July 1, 2012 June 30, 2016 Class B Shares Contractual 2.25% July 1, 2012 June 30, 2016 Class C Shares Contractual 2.25% July 1, 2012 June 30, 2016 Class R5 Shares Contractual 1.25% July 1, 2012 June 30, 2016 Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2016
See page 17 for footnotes to Exhibit A 8 AIM INTERNATIONAL MUTUAL FUNDS (INVESCO INTERNATIONAL MUTUAL FUNDS)
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE ---- ------------ ---------- ------------------ ----------------- Invesco Asia Pacific Growth Fund Class A Shares Contractual 2.25% July 1, 2009 June 30, 2016 Class B Shares Contractual 3.00% July 1, 2009 June 30, 2016 Class C Shares Contractual 3.00% July 1, 2009 June 30, 2016 Class Y Shares Contractual 2.00% July 1, 2009 June 30, 2016 Invesco European Growth Fund Class A Shares Contractual 2.25% July 1, 2009 June 30, 2016 Class B Shares Contractual 3.00% July 1, 2009 June 30, 2016 Class C Shares Contractual 3.00% July 1, 2009 June 30, 2016 Class R Shares Contractual 2.50% July 1, 2009 June 30, 2016 Class Y Shares Contractual 2.00% July 1, 2009 June 30, 2016 Investor Class Shares Contractual 2.25% July 1, 2009 June 30, 2016 Invesco Global Growth Fund Class A Shares Contractual 1.31% October 1, 2015 February 28, 2017 Class B Shares Contractual 2.06% October 1, 2015 February 28, 2017 Class C Shares Contractual 2.06% October 1, 2015 February 28, 2017 Class R5 Shares Contractual 1.06% October 1, 2015 February 28, 2017 Class R6 Shares Contractual 1.06% October 1, 2015 February 28, 2017 Class Y Shares Contractual 1.06% October 1, 2015 February 28, 2017 Invesco Global Opportunities Fund Class A Shares Contractual 1.36% August 1, 2012 February 28, 2017 Class C Shares Contractual 2.11% August 1, 2012 February 28, 2017 Class R Shares Contractual 1.61% August 1, 2012 February 28, 2017 Class R5 Shares Contractual 1.11% August 1, 2012 February 28, 2017 Class R6 Shares Contractual 1.11% September 24, 2012 February 28, 2017 Class Y Shares Contractual 1.11% August 1, 2012 February 28, 2017 Invesco Global Small & Mid Cap Growth Fund Class A Shares Contractual 2.25% July 1, 2009 June 30, 2016 Class B Shares Contractual 3.00% July 1, 2009 June 30, 2016 Class C Shares Contractual 3.00% July 1, 2009 June 30, 2016 Class R5 Shares Contractual 2.00% July 1, 2009 June 30, 2016 Class Y Shares Contractual 2.00% July 1, 2009 June 30, 2016 Invesco International Companies Fund Class A Shares Contractual 1.33% December 21, 2015 February 28, 2017 Class C Shares Contractual 2.08% December 21, 2015 February 28, 2017 Class R Shares Contractual 1.58% December 21, 2015 February 28, 2017 Class R5 Shares Contractual 1.08% December 21, 2015 February 28, 2017 Class R6 Shares Contractual 1.08% December 21, 2015 February 28, 2017 Class Y Shares Contractual 1.08% December 21, 2015 February 28, 2017 Invesco International Core Equity Fund Class A Shares Contractual 2.25% July 1, 2009 June 30, 2016 Class B Shares Contractual 3.00% July 1, 2009 June 30, 2016 Class C Shares Contractual 3.00% July 1, 2009 June 30, 2016 Class R Shares Contractual 2.50% July 1, 2009 June 30, 2016 Class R5 Shares Contractual 2.00% July 1, 2009 June 30, 2016 Class R6 Shares Contractual 2.00% September 24, 2012 June 30, 2016 Class Y Shares Contractual 2.00% July 1, 2009 June 30, 2016 Investor Class Shares Contractual 2.25% July 1, 2009 June 30, 2016
See page 17 for footnotes to Exhibit A 9
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE ---- ------------ ---------- ------------------ ----------------- Invesco International Growth Fund Class A Shares Contractual 2.25% July 1, 2013 June 30, 2016 Class B Shares Contractual 3.00% July 1, 2013 June 30, 2016 Class C Shares Contractual 3.00% July 1, 2013 June 30, 2016 Class R Shares Contractual 2.50% July 1, 2013 June 30, 2016 Class R5 Shares Contractual 2.00% July 1, 2013 June 30, 2016 Class R6 Shares Contractual 2.00% July 1, 2013 June 30, 2016 Class Y Shares Contractual 2.00% July 1, 2013 June 30, 2016 Invesco Select Opportunities Fund Class A Shares Contractual 1.51% August 1, 2012 February 28, 2017 Class C Shares Contractual 2.26% August 1, 2012 February 28, 2017 Class R Shares Contractual 1.76% August 1, 2012 February 28, 2017 Class R5 Shares Contractual 1.26% August 1, 2012 February 28, 2017 Class R6 Shares Contractual 1.26% September 24, 2012 February 28, 2017 Class Y Shares Contractual 1.26% August 1, 2012 February 28, 2017 AIM INVESTMENT FUNDS (INVESCO INVESTMENT FUNDS) CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE ---- ------------ ---------- ------------------ ----------------- Invesco All Cap Market Neutral Fund Class A Shares Contractual 1.62% December 17, 2013 February 28, 2017 Class C Shares Contractual 2.37% December 17, 2013 February 28, 2017 Class R Shares Contractual 1.87% December 17, 2013 February 28, 2017 Class R5 Shares Contractual 1.37% December 17, 2013 February 28, 2017 Class R6 Shares Contractual 1.37% December 17, 2013 February 28, 2017 Class Y Shares Contractual 1.37% December 17, 2013 February 28, 2017 Invesco Balanced-Risk Allocation Fund/3/ Class A Shares Contractual 2.00% July 1, 2012 June 30, 2016 Class B Shares Contractual 2.75% July 1, 2012 June 30, 2016 Class C Shares Contractual 2.75% July 1, 2012 June 30, 2016 Class R Shares Contractual 2.25% July 1, 2012 June 30, 2016 Class R5 Shares Contractual 1.75% July 1, 2012 June 30, 2016 Class R6 Shares Contractual 1.75% September 24, 2012 June 30, 2016 Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2016 Invesco Balanced-Risk Commodity Strategy Fund/4/ Class A Shares Contractual 2.00% July 1, 2014 June 30, 2016 Class B Shares Contractual 2.75% July 1, 2014 June 30, 2016 Class C Shares Contractual 2.75% July 1, 2014 June 30, 2016 Class R Shares Contractual 2.25% July 1, 2014 June 30, 2016 Class R5 Shares Contractual 1.75% July 1, 2014 June 30, 2016 Class R6 Shares Contractual 1.75% July 1, 2014 June 30, 2016 Class Y Shares Contractual 1.75% July 1, 2014 June 30, 2016 Invesco Developing Markets Fund Class A Shares Contractual 2.25% July 1, 2012 June 30, 2016 Class B Shares Contractual 3.00% July 1, 2012 June 30, 2016 Class C Shares Contractual 3.00% July 1, 2012 June 30, 2016 Class R5 Shares Contractual 2.00% July 1, 2012 June 30, 2016 Class R6 Shares Contractual 2.00% September 24, 2012 June 30, 2016 Class Y Shares Contractual 2.00% July 1, 2012 June 30, 2016
See page 17 for footnotes to Exhibit A 10
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE ---- ------------ -------------------- ------------------ ----------------- Invesco Emerging Markets Equity Fund Class A Shares Contractual 1.85% May 11, 2011 February 28, 2017 Class C Shares Contractual 2.60% May 11, 2011 February 28, 2017 Class R Shares Contractual 2.10% May 11, 2011 February 28, 2017 Class R5 Shares Contractual 1.60% May 11, 2011 February 28, 2017 Class R6 Shares Contractual 1.60% September 24, 2012 February 28, 2017 Class Y Shares Contractual 1.60% May 11, 2011 February 28, 2017 Invesco Emerging Market Local Currency Debt Fund Class A Shares Contractual 1.24% June 14, 2010 February 28, 2017 Class B Shares Contractual 1.99% June 14, 2010 February 28, 2017 Class C Shares Contractual 1.99% June 14, 2010 February 28, 2017 Class R Shares Contractual 1.49% June 14, 2010 February 28, 2017 Class Y Shares Contractual 0.99% June 14, 2010 February 28, 2017 Class R5 Shares Contractual 0.99% June 14, 2010 February 28, 2017 Class R6 Shares Contractual 0.99% September 24, 2012 February 28, 2017 Invesco Endeavor Fund Class A Shares Contractual 2.00% July 1, 2009 June 30, 2016 Class B Shares Contractual 2.75% July 1, 2009 June 30, 2016 Class C Shares Contractual 2.75% July 1, 2009 June 30, 2016 Class R Shares Contractual 2.25% July 1, 2009 June 30, 2016 Class R5 Shares Contractual 1.75% July 1, 2009 June 30, 2016 Class R6 Shares Contractual 1.75% September 24, 2012 June 30, 2016 Class Y Shares Contractual 1.75% July 1, 2009 June 30, 2016 Invesco Global Health Care Fund Class A Shares Contractual 2.00% July 1, 2012 June 30, 2016 Class B Shares Contractual 2.75% July 1, 2012 June 30, 2016 Class C Shares Contractual 2.75% July 1, 2012 June 30, 2016 Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2016 Investor Class Shares Contractual 2.00% July 1, 2012 June 30, 2016 Invesco Global Infrastructure Fund Class A Shares Contractual 1.40% May 2, 2014 February 28, 2017 Class C Shares Contractual 2.15% May 2, 2014 February 28, 2017 Class R Shares Contractual 1.65% May 2, 2014 February 28, 2017 Class Y Shares Contractual 1.15% May 2, 2014 February 28, 2017 Class R5 Shares Contractual 1.15% May 2, 2014 February 28, 2017 Class R6 Shares Contractual 1.15% May 2, 2014 February 28, 2017 Invesco Global Markets Strategy Fund/5/ Class A Shares Contractual 1.80% less net AFFE* December 17, 2013 February 29, 2016 Class C Shares Contractual 2.55% less net AFFE* December 17, 2013 February 29, 2016 Class R Shares Contractual 2.05% less net AFFE* December 17, 2013 February 29, 2016 Class R5 Shares Contractual 1.55% less net AFFE* December 17, 2013 February 29, 2016 Class R6 Shares Contractual 1.55% less net AFFE* December 17, 2013 February 29, 2016 Class Y Shares Contractual 1.55% less net AFFE* December 17, 2013 February 29, 2016 Invesco Global Markets Strategy Fund/5/ Class A Shares Contractual 1.65% March 1, 2016 February 28, 2017 Class C Shares Contractual 2.40% March 1, 2016 February 28, 2017 Class R Shares Contractual 1.90% March 1, 2016 February 28, 2017 Class R5 Shares Contractual 1.40% March 1, 2016 February 28, 2017 Class R6 Shares Contractual 1.40% March 1, 2016 February 28, 2017 Class Y Shares Contractual 1.40% March 1, 2016 February 28, 2017
See page 17 for footnotes to Exhibit A 11
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE ---- ------------ -------------------- ------------------ ----------------- Invesco Global Market Neutral Fund Class A Shares Contractual 1.62% December 17, 2013 February 28, 2017 Class C Shares Contractual 2.37% December 17, 2013 February 28, 2017 Class R Shares Contractual 1.87% December 17, 2013 February 28, 2017 Class R5 Shares Contractual 1.37% December 17, 2013 February 28, 2017 Class R6 Shares Contractual 1.37% December 17, 2013 February 28, 2017 Class Y Shares Contractual 1.37% December 17, 2013 February 28, 2017 Invesco Global Targeted Returns Fund/6/ Class A Shares Contractual 1.80% less net AFFE* December 17, 2013 February 29, 2016 Class C Shares Contractual 2.55% less net AFFE* December 17, 2013 February 29, 2016 Class R Shares Contractual 2.05% less net AFFE* December 17, 2013 February 29, 2016 Class R5 Shares Contractual 1.55% less net AFFE* December 17, 2013 February 29, 2016 Class R6 Shares Contractual 1.55% less net AFFE* December 17, 2013 February 29, 2016 Class Y Shares Contractual 1.55% less net AFFE* December 17, 2013 February 29, 2016 Invesco Global Targeted Returns Fund/6/ Class A Shares Contractual 1.65% March 1, 2016 February 28, 2017 Class C Shares Contractual 2.40% March 1, 2016 February 28, 2017 Class R Shares Contractual 1.90% March 1, 2016 February 28, 2017 Class R5 Shares Contractual 1.40% March 1, 2016 February 28, 2017 Class R6 Shares Contractual 1.40% March 1, 2016 February 28, 2017 Class Y Shares Contractual 1.40% March 1, 2016 February 28, 2017 Invesco Greater China Fund Class A Shares Contractual 2.25% July 1, 2009 June 30, 2016 Class B Shares Contractual 3.00% July 1, 2009 June 30, 2016 Class C Shares Contractual 3.00% July 1, 2009 June 30, 2016 Class R5 Shares Contractual 2.00% July 1, 2009 June 30, 2016 Class Y Shares Contractual 2.00% July 1, 2009 June 30, 2016 Invesco International Total Return Fund Class A Shares Contractual 1.10% March 31, 2006 February 28, 2017 Class B Shares Contractual 1.85% March 31, 2006 February 28, 2017 Class C Shares Contractual 1.85% March 31, 2006 February 28, 2017 Class R5 Shares Contractual 0.85% October 3, 2008 February 28, 2017 Class R6 Shares Contractual 0.85% September 24, 2012 February 28, 2017 Class Y Shares Contractual 0.85% March 31, 2006 February 28, 2017 Invesco Long/Short Equity Fund Class A Shares Contractual 1.87% December 17, 2013 February 28, 2017 Class C Shares Contractual 2.62% December 17, 2013 February 28, 2017 Class R Shares Contractual 2.12% December 17, 2013 February 28, 2017 Class R5 Shares Contractual 1.62% December 17, 2013 February 28, 2017 Class R6 Shares Contractual 1.62% December 17, 2013 February 28, 2017 Class Y Shares Contractual 1.62% December 17, 2013 February 28, 2017 Invesco Low Volatility Emerging Markets Fund Class A Shares Contractual 1.72% December 17, 2013 February 28, 2017 Class C Shares Contractual 2.47% December 17, 2013 February 28, 2017 Class R Shares Contractual 1.97% December 17, 2013 February 28, 2017 Class R5 Shares Contractual 1.47% December 17, 2013 February 28, 2017 Class R6 Shares Contractual 1.47% December 17, 2013 February 28, 2017 Class Y Shares Contractual 1.47% December 17, 2013 February 28, 2017 Invesco MLP Fund Class A Shares Contractual 1.50% August 29, 2014 February 28, 2017 Class C Shares Contractual 2.25% August 29, 2014 February 28, 2017 Class R Shares Contractual 1.75% August 29, 2014 February 28, 2017 Class R5 Shares Contractual 1.25% August 29, 2014 February 28, 2017 Class R6 Shares Contractual 1.25% August 29, 2014 February 28, 2017 Class Y Shares Contractual 1.25% August 29, 2014 February 28, 2017
See page 17 for footnotes to Exhibit A 12
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE ---- ------------ -------------------- ----------------- ----------------- Invesco Macro International Equity Fund Class A Shares Contractual 1.43% December 17, 2013 February 28, 2017 Class C Shares Contractual 2.18% December 17, 2013 February 28, 2017 Class R Shares Contractual 1.68% December 17, 2013 February 28, 2017 Class R5 Shares Contractual 1.18% December 17, 2013 February 28, 2017 Class R6 Shares Contractual 1.18% December 17, 2013 February 28, 2017 Class Y Shares Contractual 1.18% December 17, 2013 February 28, 2017 Invesco Macro Long/Short Fund Class A Shares Contractual 1.87% December 17, 2013 February 28, 2017 Class C Shares Contractual 2.62% December 17, 2013 February 28, 2017 Class R Shares Contractual 2.12% December 17, 2013 February 28, 2017 Class R5 Shares Contractual 1.62% December 17, 2013 February 28, 2017 Class R6 Shares Contractual 1.62% December 17, 2013 February 28, 2017 Class Y Shares Contractual 1.62% December 17, 2013 February 28, 2017 Invesco Pacific Growth Fund Class A Shares Contractual 2.25% July 1, 2012 June 30, 2016 Class B Shares Contractual 3.00% July 1, 2012 June 30, 2016 Class C Shares Contractual 3.00% July 1, 2012 June 30, 2016 Class R Shares Contractual 2.50% July 1, 2012 June 30, 2016 Class R5 Shares Contractual 2.00% July 1, 2012 June 30, 2016 Class Y Shares Contractual 2.00% July 1, 2012 June 30, 2016 Invesco Premium Income Fund Class A Shares Contractual 1.05% March 1, 2015 February 28, 2017 Class C Shares Contractual 1.80% March 1, 2015 February 28, 2017 Class R Shares Contractual 1.30% March 1, 2015 February 28, 2017 Class R5 Shares Contractual 0.80% March 1, 2015 February 28, 2017 Class R6 Shares Contractual 0.80% March 1, 2015 February 28, 2017 Class Y Shares Contractual 0.80% March 1, 2015 February 28, 2017 Invesco Select Companies Fund Class A Shares Contractual 2.00% July 1, 2009 June 30, 2016 Class B Shares Contractual 2.75% July 1, 2009 June 30, 2016 Class C Shares Contractual 2.75% July 1, 2009 June 30, 2016 Class R Shares Contractual 2.25% July 1, 2009 June 30, 2016 Class R5 Shares Contractual 1.75% July 1, 2009 June 30, 2016 Class Y Shares Contractual 1.75% July 1, 2009 June 30, 2016 Invesco Strategic Income Fund Class A Shares Contractual 0.85% less net AFFE* May 2, 2014 February 28, 2017 Class C Shares Contractual 1.60% less net AFFE* May 2, 2014 February 28, 2017 Class R Shares Contractual 1.10% less net AFFE* May 2, 2014 February 28, 2017 Class Y Shares Contractual 0.60% less net AFFE* May 2, 2014 February 28, 2017 Class R5 Shares Contractual 0.60% less net AFFE* May 2, 2014 February 28, 2017 Class R6 Shares Contractual 0.60% less net AFFE* May 2, 2014 February 28, 2017 Invesco Unconstrained Bond Fund Class A Shares Contractual 1.04% less net AFFE* October 14, 2014 February 28, 2017 Class C Shares Contractual 1.79% less net AFFE* October 14, 2014 February 28, 2017 Class R Shares Contractual 1.29% less net AFFE* October 14, 2014 February 28, 2017 Class Y Shares Contractual 0.79% less net AFFE* October 14, 2014 February 28, 2017 Class R5 Shares Contractual 0.79% less net AFFE* October 14, 2014 February 28, 2017 Class R6 Shares Contractual 0.79% less net AFFE* October 14, 2014 February 28, 2017
See page 17 for footnotes to Exhibit A. 13 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, 2016 Class B Shares Contractual 2.25% July 1, 2012 June 30, 2016 Class C Shares Contractual 2.25% July 1, 2012 June 30, 2016 Class R Shares Contractual 1.75% July 1, 2012 June 30, 2016 Class R5 Shares Contractual 1.25% July 1, 2012 June 30, 2016 Class R6 Shares Contractual 1.25% September 24, 2012 June 30, 2016 Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2016 Invesco Global Real Estate Fund Class A Shares Contractual 2.00% July 1, 2009 June 30, 2016 Class B Shares Contractual 2.75% July 1, 2009 June 30, 2016 Class C Shares Contractual 2.75% July 1, 2009 June 30, 2016 Class R Shares Contractual 2.25% July 1, 2009 June 30, 2016 Class R5 Shares Contractual 1.75% July 1, 2009 June 30, 2016 Class R6 Shares Contractual 1.75% September 24, 2012 June 30, 2016 Class Y Shares Contractual 1.75% July 1, 2009 June 30, 2016 Invesco High Yield Fund Class A Shares Contractual 1.50% July 1, 2013 June 30, 2016 Class B Shares Contractual 2.25% July 1, 2013 June 30, 2016 Class C Shares Contractual 2.25% July 1, 2013 June 30, 2016 Class R5 Shares Contractual 1.25% July 1, 2013 June 30, 2016 Class R6 Shares Contractual 1.25% July 1, 2013 June 30, 2016 Class Y Shares Contractual 1.25% July 1, 2013 June 30, 2016 Investor Class Shares Contractual 1.50% July 1, 2013 June 30, 2016 Invesco Limited Maturity Treasury Fund Class A Shares Contractual 1.50% July 1, 2012 June 30, 2016 Class A2 Shares Contractual 1.40% July 1, 2012 June 30, 2016 Class R5 Shares Contractual 1.25% July 1, 2012 June 30, 2016 Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2016 Invesco Short Duration Inflation Protected Fund Class A Shares Contractual 0.55% December 31, 2015 December 31, 2016 Class A2 Shares Contractual 0.45% December 31, 2015 December 31, 2016 Class R5 Shares Contractual 0.30% December 31, 2015 December 31, 2016 Class R6 Shares Contractual 0.30% December 31, 2015 December 31, 2016 Class Y Shares Contractual 0.30% December 31, 2015 December 31, 2016 Invesco Real Estate Fund Class A Shares Contractual 2.00% July 1, 2012 June 30, 2016 Class B Shares Contractual 2.75% July 1, 2012 June 30, 2016 Class C Shares Contractual 2.75% July 1, 2012 June 30, 2016 Class R Shares Contractual 2.25% July 1, 2012 June 30, 2016 Class R5 Shares Contractual 1.75% July 1, 2012 June 30, 2016 Class R6 Shares Contractual 1.75% September 24, 2012 June 30, 2016 Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2016 Investor Class Shares Contractual 2.00% July 1, 2012 June 30, 2016 Invesco Short Term Bond Fund Class A Shares Contractual 1.40% July 1, 2013 June 30, 2016 Class C Shares Contractual 1.75%/2/ July 1, 2013 June 30, 2016 Class R Shares Contractual 1.75% July 1, 2013 June 30, 2016 Class R5 Shares Contractual 1.25% July 1, 2013 June 30, 2016 Class R6 Shares Contractual 1.25% July 1, 2013 June 30, 2016 Class Y Shares Contractual 1.25% July 1, 2013 June 30, 2016
See page 17 for footnotes to Exhibit A. 14
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE ---- ------------ ---------- ------------------ --------------- Invesco U.S. Government Fund Class A Shares Contractual 1.50% July 1, 2012 June 30, 2016 Class B Shares Contractual 2.25% July 1, 2012 June 30, 2016 Class C Shares Contractual 2.25% July 1, 2012 June 30, 2016 Class R Shares Contractual 1.75% July 1, 2012 June 30, 2016 Class R5 Shares Contractual 1.25% July 1, 2012 June 30, 2016 Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2016 Investor Class Shares Contractual 1.50% July 1, 2012 June 30, 2016 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, 2016 Class B Shares Contractual 2.75% July 1, 2013 June 30, 2016 Class C Shares Contractual 2.75% July 1, 2013 June 30, 2016 Class R Shares Contractual 2.25% July 1, 2013 June 30, 2016 Class R5 Shares Contractual 1.75% July 1, 2013 June 30, 2016 Class R6 Shares Contractual 1.75% July 1, 2013 June 30, 2016 Class Y Shares Contractual 1.75% July 1, 2013 June 30, 2016 Invesco Comstock Fund Class A Shares Contractual 2.00% July 1, 2012 June 30, 2016 Class B Shares Contractual 2.75% July 1, 2012 June 30, 2016 Class C Shares Contractual 2.75% July 1, 2012 June 30, 2016 Class R Shares Contractual 2.25% July 1, 2012 June 30, 2016 Class R5 Shares Contractual 1.75% July 1, 2012 June 30, 2016 Class R6 Shares Contractual 1.75% September 24, 2012 June 30, 2016 Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2016 Invesco Energy Fund Class A Shares Contractual 2.00% July 1, 2009 June 30, 2016 Class B Shares Contractual 2.75% July 1, 2009 June 30, 2016 Class C Shares Contractual 2.75% July 1, 2009 June 30, 2016 Class R5 Shares Contractual 1.75% July 1, 2009 June 30, 2016 Class Y Shares Contractual 1.75% July 1, 2009 June 30, 2016 Investor Class Shares Contractual 2.00% July 1, 2009 June 30, 2016 Invesco Dividend Income Fund Class A Shares Contractual 1.14% September 1, 2014 August 31, 2016 Class B Shares Contractual 1.89% September 1, 2014 August 31, 2016 Class C Shares Contractual 1.89% September 1, 2014 August 31, 2016 Class R5 Shares Contractual 0.89% September 1, 2014 August 31, 2016 Class R6 Shares Contractual 0.89% September 1, 2014 August 31, 2016 Class Y Shares Contractual 0.89% September 1, 2014 August 31, 2016 Investor Class Shares Contractual 1.14% September 1, 2014 August 31, 2016 Invesco Gold & Precious Metals Fund Class A Shares Contractual 2.00% July 1, 2009 June 30, 2016 Class B Shares Contractual 2.75% July 1, 2009 June 30, 2016 Class C Shares Contractual 2.75% July 1, 2009 June 30, 2016 Class Y Shares Contractual 1.75% July 1, 2009 June 30, 2016 Investor Class Shares Contractual 2.00% July 1, 2009 June 30, 2016 Invesco Mid Cap Growth Fund Class A Shares Contractual 2.00% August 1, 2015 June 30, 2016 Class B Shares Contractual 2.75% August 1, 2015 June 30, 2016 Class C Shares Contractual 2.75% August 1, 2015 June 30, 2016 Class R Shares Contractual 2.25% August 1, 2015 June 30, 2016 Class R5 Shares Contractual 1.75% August 1, 2015 June 30, 2016 Class R6 Shares Contractual 1.75% August 1, 2015 June 30, 2016 Class Y Shares Contractual 1.75% August 1, 2015 June 30, 2016
See page 17 for footnotes to Exhibit A. 15
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE ---- ------------ ---------- ----------------- ------------- Invesco Small Cap Value Fund Class A Shares Contractual 2.00% July 1, 2012 June 30, 2016 Class B Shares Contractual 2.75% July 1, 2012 June 30, 2016 Class C Shares Contractual 2.75% July 1, 2012 June 30, 2016 Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2016 Invesco Technology Fund Class A Shares Contractual 2.00% July 1, 2012 June 30, 2016 Class B Shares Contractual 2.75% July 1, 2012 June 30, 2016 Class C Shares Contractual 2.75% July 1, 2012 June 30, 2016 Class R5 Shares Contractual 1.75% July 1, 2012 June 30, 2016 Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2016 Investor Class Shares Contractual 2.00% July 1, 2012 June 30, 2016 Invesco Technology Sector Fund Class A Shares Contractual 2.00% February 12, 2010 June 30, 2016 Class B Shares Contractual 2.75% February 12, 2010 June 30, 2016 Class C Shares Contractual 2.75% February 12, 2010 June 30, 2016 Class Y Shares Contractual 1.75% February 12, 2010 June 30, 2016 Invesco Value Opportunities Fund Class A Shares Contractual 2.00% July 1, 2012 June 30, 2016 Class B Shares Contractual 2.75% July 1, 2012 June 30, 2016 Class C Shares Contractual 2.75% July 1, 2012 June 30, 2016 Class R Shares Contractual 2.25% July 1, 2012 June 30, 2016 Class R5 Shares Contractual 1.75% July 1, 2012 June 30, 2016 Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2016 AIM TAX-EXEMPT FUNDS (INVESCO TAX-EXEMPT FUNDS) Contractual/ Expense Effective Date of Expiration Fund Voluntary Limitation Current Limit Date ---- ------------ ---------- ----------------- ------------- Invesco High Yield Municipal Fund Class A Shares Contractual 1.50% July 1, 2012 June 30, 2016 Class B Shares Contractual 2.25% July 1, 2012 June 30, 2016 Class C Shares Contractual 2.25% July 1, 2012 June 30, 2016 Class R5 Shares Contractual 1.25% July 1, 2012 June 30, 2016 Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2016 Invesco Intermediate Term Municipal Income Fund Class A Shares Contractual 0.80% July 1, 2013 June 30, 2016 Class B Shares Contractual 1.55% July 1, 2013 June 30, 2016 Class C Shares Contractual 1.55% July 1, 2013 June 30, 2016 Class Y Shares Contractual 0.55% July 1, 2013 June 30, 2016 Invesco Municipal Income Fund Class A Shares Contractual 1.50% July 1, 2013 June 30, 2016 Class B Shares Contractual 2.25% July 1, 2013 June 30, 2016 Class C Shares Contractual 2.25% July 1, 2013 June 30, 2016 Class Y Shares Contractual 1.25% July 1, 2013 June 30, 2016 Investor Class Contractual 1.50% July 15, 2013 June 30, 2016 Invesco New York Tax Free Income Fund Class A Shares Contractual 1.50% July 1, 2012 June 30, 2016 Class B Shares Contractual 2.25% July 1, 2012 June 30, 2016 Class C Shares Contractual 2.25% July 1, 2012 June 30, 2016 Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2016 Invesco Limited Term Municiipal Income Fund Class A Shares Contractual 1.50% July 1, 2012 June 30, 2016 Class A2 Shares Contractual 1.25% July 1, 2012 June 30, 2016 Class C Shares Contractual 2.25% June 30, 2013 June 30, 2016 Class R5 Shares Contractual 1.25% July 1, 2012 June 30, 2016 Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2016
See page 17 for footnotes to Exhibit A. 16 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, 2016 INVESCO SECURITIES TRUST CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE ---- ------------ ---------- ----------------- ----------------- Invesco Balanced-Risk Aggressive Allocation Fund Contractual 1.15% January 16, 2013 February 29, 2016
* ACQUIRED FUND FEES AND EXPENSES ("AFFE") WILL BE CALCULATED AS OF THE FUND'S FISCAL YEAR END ACCORDING TO INSTRUCTION 3(F) OF ITEM 3 OF FORM N-1A. "NET AFFE" WILL BE CALCULATED BY SUBTRACTING ANY WAIVERS BY INVESCO ASSOCIATED WITH INVESTMENTS IN AFFILIATED FUNDS, SUCH AS INVESTMENTS IN AFFILIATED MONEY MARKET FUNDS, FROM THE AFFE CALCULATED IN ACCORDANCE WITH THE PRECEDING SENTENCE. FOR CLARITY, THE NET AFFE CALCULATED AS OF THE FUND'S FISCAL YEAR END WILL BE USED THROUGHOUT THE WAIVER PERIOD IN ESTABLISHING THE FUND'S WAIVER AMOUNT, REGARDLESS OF WHETHER ACTUAL AFFE IS MORE OR LESS DURING THE WAIVER PERIOD. /1/ The total operating expenses of any class of shares established after the date of this Memorandum of Agreement will be limited to the amount established for Class A Shares plus the difference between the new class 12b-1 rate and the Class A 12b-1 rate. /2/ The expense limit shown is the expense limit after Rule 12b-1 fee waivers by Invesco Distributors, Inc. /3/ Includes waived fees or reimbursed expenses that Invesco receives from Invesco Cayman Commodity Fund I, Ltd. /4/ Includes waived fees or reimbursed expenses that Invesco receives from Invesco Cayman Commodity Fund III, Ltd. /5/ Includes waived fees or reimbursed expenses that Invesco receives from Invesco Cayman Commodity Fund V, Ltd. /6/ Includes waived fees or reimbursed expenses that Invesco receives from Invesco Cayman Commodity Fund VII, Ltd. 17 EXHIBIT "B" - INSTITUTIONAL MONEY MARKET FUNDS/1,2/ SHORT-TERM INVESTMENTS TRUST
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE ---- ------------ ---------- ----------------- ----------------- Government & Agency Portfolio Cash Management Class Contractual 0.22%/2/ July 1, 2009 December 31, 2016 Corporate Class Contractual 0.17% July 1, 2009 December 31, 2016 Institutional Class Contractual 0.14% July 1, 2009 December 31, 2016 Personal Investment Class Contractual 0.69%/2/ July 1, 2009 December 31, 2016 Private Investment Class Contractual 0.44%/2/ July 1, 2009 December 31, 2016 Reserve Class Contractual 1.01%/2/ July 1, 2009 December 31, 2016 Resource Class Contractual 0.30%/2/ July 1, 2009 December 31, 2016 Government TaxAdvantage Portfolio Cash Management Class Contractual 0.22%/2/ July 1, 2009 December 31, 2016 Corporate Class Contractual 0.17% July 1, 2009 December 31, 2016 Institutional Class Contractual 0.14% July 1, 2009 December 31, 2016 Personal Investment Class Contractual 0.69%/2/ July 1, 2009 December 31, 2016 Private Investment Class Contractual 0.39%/2/ July 1, 2009 December 31, 2016 Reserve Class Contractual 1.01%/2/ July 1, 2009 December 31, 2016 Resource Class Contractual 0.30%/2/ July 1, 2009 December 31, 2016 Liquid Assets Portfolio Cash Management Class Contractual 0.22%/2/ July 1, 2009 December 31, 2016 Corporate Class Contractual 0.17% July 1, 2009 December 31, 2016 Institutional Class Contractual 0.14% July 1, 2009 December 31, 2016 Personal Investment Class Contractual 0.69%/2/ July 1, 2009 December 31, 2016 Private Investment Class Contractual 0.44%/2/ July 1, 2009 December 31, 2016 Reserve Class Contractual 1.01%/2/ July 1, 2009 December 31, 2016 Resource Class Contractual 0.34% July 1, 2009 December 31, 2016 STIC Prime Portfolio Cash Management Class Contractual 0.22%/2/ July 1, 2009 December 31, 2016 Corporate Class Contractual 0.17% July 1, 2009 December 31, 2016 Institutional Class Contractual 0.14% July 1, 2009 December 31, 2016 Personal Investment Class Contractual 0.69%/2/ July 1, 2009 December 31, 2016 Private Investment Class Contractual 0.44%/2/ July 1, 2009 December 31, 2016 Reserve Class Contractual 1.01%/2/ July 1, 2009 December 31, 2016 Resource Class Contractual 0.30%/2/ July 1, 2009 December 31, 2016 Tax-Free Cash Reserve Portfolio/3/ Cash Management Class Contractual 0.33%/2/ July 1, 2009 December 31, 2016 Corporate Class Contractual 0.28% July 1, 2009 December 31, 2016 Institutional Class Contractual 0.25% July 1, 2009 December 31, 2016 Personal Investment Class Contractual 0.80%/2/ July 1, 2009 December 31, 2016 Private Investment Class Contractual 0.50%/2/ July 1, 2009 December 31, 2016 Reserve Class Contractual 1.12%/2/ July 1, 2009 December 31, 2016 Resource Class Contractual 0.41%/2/ July 1, 2009 December 31, 2016 Treasury Portfolio Cash Management Class Contractual 0.22%/2/ July 1, 2009 December 31, 2016 Corporate Class Contractual 0.17% July 1, 2009 December 31, 2016 Institutional Class Contractual 0.14% July 1, 2009 December 31, 2016 Personal Investment Class Contractual 0.69%/2/ July 1, 2009 December 31, 2016 Private Investment Class Contractual 0.44%/2/ July 1, 2009 December 31, 2016 Reserve Class Contractual 1.01%/2/ July 1, 2009 December 31, 2016 Resource Class Contractual 0.30%/2/ July 1, 2009 December 31, 2016
/1/ The expense rate excluding 12b-1 fees of any class of shares established after the date of this Memorandum of Agreement will be the same as existing classes. /2/ The expense limit shown is the expense limit after Rule 12b-1 fee waivers by Invesco Distributors, Inc. /3/ The expense limitation also excludes Trustees' fees and federal registration expenses. 18 EXHIBIT "C" - VARIABLE INSURANCE FUNDS AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE ---- ------------ -------------------- ----------------- -------------- Invesco V.I. American Franchise Fund Series I Shares Contractual 2.00% July 1, 2014 June 30, 2016 Series II Shares Contractual 2.25% July 1, 2014 June 30, 2016 Invesco V.I. American Value Fund Series I Shares Contractual 2.00% July 1, 2012 June 30, 2016 Series II Shares Contractual 2.25% July 1, 2012 June 30, 2016 Invesco V.I. Balanced-Risk Allocation Fund/1/ Series I Shares Contractual 0.80% less net AFFE* May 1, 2014 April 30, 2017 Series II Shares Contractual 1.05% less net AFFE* May 1, 2014 April 30, 2017 Invesco V.I. Comstock Fund Series I Shares Contractual 0.78% May 1, 2013 April 30, 2017 Series II Shares Contractual 1.03% May 1, 2013 April 30, 2017 Invesco V.I. Core Equity Fund Series I Shares Contractual 2.00% May 1, 2013 June 30, 2016 Series II Shares Contractual 2.25% May 1, 2013 June 30, 2016 Invesco V.I. Core Plus Bond Fund Series I Shares Contractual 0.61% April 30, 2015 April 30, 2017 Series II Shares Contractual 0.86% April 30, 2015 April 30, 2017 Invesco V.I. Diversified Dividend Fund Series I Shares Contractual 2.00% May 1, 2013 June 30, 2016 Series II Shares Contractual 2.25% May 1, 2013 June 30, 2016 Invesco V.I. Equally-Weighted S&P 500 Fund Series I Shares Contractual 2.00% July 1, 2012 June 30, 2016 Series II Shares Contractual 2.25% July 1, 2012 June 30, 2016 Invesco V.I. Equity and Income Fund Series I Shares Contractual 1.50% July 1, 2012 June 30, 2016 Series II Shares Contractual 1.75% July 1, 2012 June 30, 2016 Invesco V.I. Global Core Equity Fund Series I Shares Contractual 2.25% July 1, 2012 June 30, 2016 Series II Shares Contractual 2.50% July 1, 2012 June 30, 2016 Invesco V.I. Global Health Care Fund Series I Shares Contractual 2.00% May 1, 2013 June 30, 2016 Series II Shares Contractual 2.25% May 1, 2013 June 30, 2016 Invesco V.I. Global Real Estate Fund Series I Shares Contractual 2.00% May 1, 2013 June 30, 2016 Series II Shares Contractual 2.25% May 1, 2013 June 30, 2016
/1/ Includes waived fees or reimbursed expenses that Invesco receives from Invesco Cayman Commodity Fund IV, Ltd. 19
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE ---- ------------ ---------- ----------------- -------------- Invesco V.I. Government Securities Fund Series I Shares Contractual 1.50% May 1, 2013 June 30, 2016 Series II Shares Contractual 1.75% May 1, 2013 June 30, 2016 Invesco V.I. Growth and Income Fund Series I Shares Contractual 0.78% May 1, 2013 April 30, 2017 Series II Shares Contractual 1.03% May 1, 2013 April 30, 2017 Invesco V.I. High Yield Fund Series I Shares Contractual 1.50% May 1, 2014 June 30, 2016 Series II Shares Contractual 1.75% May 1, 2014 June 30, 2016 Invesco V.I. International Growth Fund Series I Shares Contractual 2.25% July 1, 2012 June 30, 2016 Series II Shares Contractual 2.50% July 1, 2012 June 30, 2016 Invesco V.I. Managed Volatility Fund Series I Shares Contractual 2.00% May 1, 2015 June 30, 2016 Series II Shares Contractual 2.25% May 1, 2015 June 30, 2016 Invesco V.I. Mid Cap Core Equity Fund Series I Shares Contractual 2.00% May 1, 2013 June 30, 2016 Series II Shares Contractual 2.25% May 1, 2013 June 30, 2016 Invesco V.I. Mid Cap Growth Fund Series I Shares Contractual 2.00% July 1, 2014 June 30, 2016 Series II Shares Contractual 2.25% July 1, 2014 June 30, 2016 Invesco V.I. Money Market Fund Series I Shares Contractual 1.50% May 1, 2013 June 30, 2016 Series II Shares Contractual 1.75% May 1, 2013 June 30, 2016 Invesco V.I. S&P 500 Index Fund Series I Shares Contractual 2.00% July 1, 2012 June 30, 2016 Series II Shares Contractual 2.25% July 1, 2012 June 30, 2016 Invesco V.I. Small Cap Equity Fund Series I Shares Contractual 2.00% May 1, 2013 June 30, 2016 Series II Shares Contractual 2.25% May 1, 2013 June 30, 2016 Invesco V.I. Technology Fund Series I Shares Contractual 2.00% May 1, 2013 June 30, 2016 Series II Shares Contractual 2.25% May 1, 2013 June 30, 2016 Invesco V.I. Value Opportunities Fund Series I Shares Contractual 2.00% May 1, 2013 June 30, 2016 Series II Shares Contractual 2.25% May 1, 2013 June 30, 2016
* ACQUIRED FUND FEES AND EXPENSES ("AFFE") WILL BE CALCULATED AS OF THE FUND'S FISCAL YEAR END ACCORDING TO INSTRUCTION 3(F) OF ITEM 3 OF FORM N-1A. "NET AFFE" WILL BE CALCULATED BY SUBTRACTING ANY WAIVERS BY INVESCO ASSOCIATED WITH INVESTMENTS IN AFFILIATED FUNDS, SUCH AS INVESTMENTS IN AFFILIATED MONEY MARKET FUNDS, FROM THE AFFE CALCULATED IN ACCORDANCE WITH THE PRECEDING SENTENCE. FOR CLARITY, THE NET AFFE CALCULATED AS OF THE FUND'S FISCAL YEAR END WILL BE USED THROUGHOUT THE WAIVER PERIOD IN ESTABLISHING THE FUND'S WAIVER AMOUNT, REGARDLESS OF WHETHER ACTUAL AFFE IS MORE OR LESS DURING THE WAIVER PERIOD. 20 EXHIBIT "D" - CLOSED-END FUNDS INVESCO CALIFORNIA VALUE MUNICIPAL INCOME TRUST
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF COMMITMENT FUND VOLUNTARY LIMITATION CURRENT LIMIT END DATE ---- ------------ ---------- ----------------- ---------- Invesco California Value Municipal Income Trust Voluntary 0.73% July 1, 2015 N/A INVESCO MUNICIPAL OPPORTUNITY TRUST CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF COMMITMENT FUND VOLUNTARY LIMITATION CURRENT LIMIT END DATE ---- ------------ ---------- ----------------- ---------- Invesco Municipal Opportunity Trust Voluntary 0.89% November 1, 2014 N/A INVESCO QUALITY MUNICIPAL INCOME TRUST CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF COMMITMENT FUND VOLUNTARY LIMITATION CURRENT LIMIT END DATE ---- ------------ ---------- ----------------- ---------- Invesco Quality Municipal Income Trust Voluntary 0.50% October 15, 2012 N/A INVESCO TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF COMMITMENT FUND VOLUNTARY LIMITATION CURRENT LIMIT END DATE ---- ------------ ---------- ----------------- ---------- Invesco Trust for Investment Grade New York Municipals Voluntary 0.69% August 27, 2012 N/A
21 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 IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed by their officers designated as of the day and year first above written. INVESCO ADVISERS, INC. ADVISOR BY: /S/ JOHN M. ZERR -------------------------- NAME: JOHN M. ZERR TITLE: SENIOR VICE PRESIDENT 2 INVESCO POWERSHARES CAPITAL MANAGEMENT LLC Sub-Advisor BY: /S/ ANDREW SCHLOSSBERG -------------------------- NAME: ANDREW SCHLOSSBERG TITLE: MANAGING DIRECTOR OF US STRATEGY AND MARKETING 3 Sub-Item 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 IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed by their officers designated as of the day and year first above written. INVESCO ADVISERS, INC. ADVISOR BY: /S/ JOHN M. ZERR -------------------------- NAME: JOHN M. ZERR TITLE: SENIOR VICE PRESIDENT 2 INVESCO POWERSHARES CAPITAL MANAGEMENT LLC Sub-Advisor BY: /S/ ANDREW SCHLOSSBERG -------------------------- NAME: ANDREW SCHLOSSBERG TITLE: MANAGING DIRECTOR OF US STRATEGY AND MARKETING 3