EX-99.77Q1E 4 d496069dex9977q1e.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 2023 Target Term Fund, Invesco High Income 2024 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. 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 DYNAMIC CREDIT OPPORTUNITIES COUNSELOR SERIES TRUST) FUND AIM EQUITY FUNDS (INVESCO EQUITY INVESCO EXCHANGE FUND FUNDS) INVESCO HIGH INCOME 2023 TARGET TERM AIM FUNDS GROUP (INVESCO FUNDS GROUP) FUND AIM GROWTH SERIES (INVESCO GROWTH INVESCO HIGH INCOME 2024 TARGET TERM SERIES) FUND AIM INTERNATIONAL MUTUAL FUNDS INVESCO HIGH INCOME TRUST II (INVESCO INTERNATIONAL MUTUAL FUNDS) INVESCO MANAGEMENT TRUST AIM INVESTMENT FUNDS (INVESCO INVESCO MUNICIPAL INCOME INVESTMENT FUNDS) OPPORTUNITIES TRUST AIM INVESTMENT SECURITIES FUNDS INVESCO MUNICIPAL OPPORTUNITY TRUST (INVESCO INVESTMENT SECURITIES FUNDS) INVESCO MUNICIPAL TRUST AIM SECTOR FUNDS (INVESCO SECTOR INVESCO PENNSYLVANIA VALUE MUNICIPAL FUNDS) INCOME TRUST AIM TAX-EXEMPT FUNDS (INVESCO INVESCO QUALITY MUNICIPAL INCOME TRUST TAX-EXEMPT FUNDS) INVESCO SECURITIES TRUST AIM TREASURER'S SERIES TRUST (INVESCO INVESCO SENIOR INCOME TRUST TREASURER'S SERIES TRUST) INVESCO TRUST FOR INVESTMENT GRADE AIM VARIABLE INSURANCE FUNDS (INVESCO MUNICIPALS VARIABLE INSURANCE FUNDS) INVESCO TRUST FOR INVESTMENT GRADE INVESCO ADVANTAGE MUNICIPAL INCOME NEW YORK MUNICIPALS TRUST II INVESCO VALUE MUNICIPAL INCOME TRUST INVESCO BOND FUND INVESCO CALIFORNIA VALUE MUNICIPAL INCOME TRUST on behalf of the Funds listed in the Exhibit to this Memorandum of Agreement By: /s/ John M. Zerr -------------------------------------- Title: Senior Vice President INVESCO ADVISERS, INC. By: /s/ John M. Zerr -------------------------------------- Title: Senior Vice President EXHIBIT A TO ADVISORY FEE MOA AIM COUNSELOR SERIES TRUST (INVESCO COUNSELOR EFFECTIVE EXPIRATION SERIES TRUST) WAIVER DESCRIPTION DATE DATE ------------------ --------------------------------------- ----------- ----------- Invesco Strategic Invesco will waive advisory fees in an 4/30/2014 06/30/2019 Real Return amount equal to the advisory fees Fund earned on underlying affiliated investments AIM INVESTMENT FUNDS (INVESCO EFFECTIVE EXPIRATION INVESTMENT FUNDS WAIVER DESCRIPTION DATE DATE -------------------- --------------------------------------- ----------- ----------- Invesco Balanced- Invesco will waive advisory fees in an 02/24/15 06/30/2019 Risk Commodity amount equal to the advisory fees Strategy Fund earned on underlying affiliated investments Invesco Global Invesco will waive advisory fees in an 12/17/2013 06/30/2019 Targeted Returns amount equal to the advisory fees Fund earned on underlying affiliated investments AIM TREASURER'S SERIES TRUST (INVESCO TREASURER'S EFFECTIVE EXPIRATION SERIES TRUST) WAIVER DESCRIPTION DATE DATE -------------------- --------------------------------------- ----------- ----------- Invesco Premier Invesco will waive advisory fees in the 2/1/2011 12/31/2018 Portfolio amount of 0.07% of the Fund's average daily net assets Invesco Premier Invesco will waive advisory fees in the 2/1/2011 12/31/2018 U.S. Government amount of 0.07% of the Fund's average Money Portfolio daily net assets Invesco Premier Invesco will waive advisory fees in the 06/01/2016 12/31/2018 Tax-Exempt amount of 0.05% of the Fund's average Portfolio daily net assets
EXHIBIT "B" AIM COUNSELOR SERIES TRUST (INVESCO COUNSELOR SERIES TRUST) PORTFOLIO EFFECTIVE DATE COMMITTED UNTIL --------- -------------- --------------- Invesco American Franchise Fund February 12, 2010 June 30, 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 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 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 Invesco U.S. Managed Volatility Fund December 18, 2017 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 -------- /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. AIM SECTOR FUNDS (INVESCO SECTOR FUNDS) FUND EFFECTIVE DATE COMMITTED UNTIL ---- -------------- --------------- 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 /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. INVESCO EXCHANGE FUND FUND EFFECTIVE DATE COMMITTED UNTIL ---- -------------- --------------- 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 2024 Target Term Fund November 30, 2017 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 /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. Sub-Item 77Q1(e) MASTER INVESTMENT ADVISORY AGREEMENT THIS AGREEMENT is made this 27/th/ day of November, 2017, by and between Invesco High Income 2024 Target Term Fund, a Delaware statutory trust (the "Trust"), and Invesco Advisers, Inc., a Delaware corporation (the "Adviser"). RECITALS WHEREAS, the Trust is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as a closed-end management investment company; WHEREAS, the Adviser is registered under the Investment Advisers Act of 1940, as amended (the "Advisers Act"), as an investment adviser and engages in the business of acting as an investment adviser; WHEREAS, the Trust and the Adviser desire to enter into an agreement to provide for investment advisory services to the Trust upon the terms and conditions hereinafter set forth; NOW THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows: 1. ADVISORY SERVICES. The Adviser shall act as investment adviser for the Trust and shall, in such capacity, supervise all aspects of the Trust's operations, including the investment and reinvestment of cash, securities or other properties comprising the Trust's assets, subject at all times to the policies and control of the Board of Trustees. The Adviser shall give the Trust the benefit of its best judgment, efforts and facilities in rendering its services as investment adviser. 2. INVESTMENT ANALYSIS AND IMPLEMENTATION. In carrying out its obligations under Section 1 hereof, the Adviser shall: (a) supervise all aspects of the operations of the Trust; (b) obtain and evaluate pertinent information about significant developments and economic, statistical and financial data, domestic, foreign or otherwise, whether affecting the economy generally or the Trust, and whether concerning the individual issuers whose securities are included in the assets of the Trust or the activities in which such issuers engage, or with respect to securities which the Adviser considers desirable for inclusion in the Trust's assets; (c) determine which issuers and securities shall be represented in the Trust's investment portfolios and regularly report thereon to the Board of Trustees; (d) formulate and implement continuing programs for the purchases and sales of the securities of such issuers and regularly report thereon to the Board of Trustees; and (e) take, on behalf of the Trust, all actions which appear to the Trust necessary to carry into effect such purchase and sale programs and supervisory functions as aforesaid, including but not limited to the placing of orders for the purchase and sale of securities for the Trust. 3. SECURITIES LENDING DUTIES AND FEES. The Adviser agrees to provide the following services in connection with the securities lending activities of the Trust: (a) oversee participation in the securities lending program to ensure compliance with all applicable regulatory and investment guidelines; (b) assist the securities lending agent or principal (the "Agent") in determining which specific securities are available for loan; (c) monitor the Agent to ensure that securities loans are effected in accordance with the Adviser's instructions and with procedures adopted by the Board of Trustees; (d) prepare appropriate periodic reports for, and seek appropriate approvals from, the Board of Trustees with respect to securities lending activities; (e) respond to Agent inquiries; and (f) perform such other duties as necessary. As compensation for such services provided by the Adviser in connection with securities lending activities, the Trust shall pay the Adviser a fee equal to 25% of the net monthly interest or fee income retained or paid to the Trust from such activities. 4. DELEGATION OF RESPONSIBILITIES. The Adviser is authorized to delegate any or all of its rights, duties and obligations under this Agreement to one or more sub-advisors, and may enter into agreements with sub-advisers, and may replace any such sub-advisors from time to time in its discretion, in accordance with the 1940 Act, the Advisers Act, and rules and regulations thereunder, as such statutes, rules and regulations are amended from time to time or are interpreted from time to time by the staff of the Securities and Exchange Commission ("SEC"), and if applicable, exemptive orders or similar relief granted by the SEC and upon receipt of approval of such sub-advisors by the Board of Trustees and by shareholders (unless any such approval is not required by such statutes, rules, regulations, interpretations, orders or similar relief). 5. INDEPENDENT CONTRACTORS. The Adviser and any sub-advisors shall for all purposes herein be deemed to be independent contractors and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed to be an agent of the Trust. 6. CONTROL BY BOARD OF TRUSTEES. Any investment program undertaken by the Adviser pursuant to this Agreement, as well as any other activities undertaken by the Adviser on behalf of the Trust, shall at all times be subject to any directives of the Board of Trustees. 7. COMPLIANCE WITH APPLICABLE REQUIREMENTS. In carrying out its obligations under this Agreement, the Advisor shall at all times conform to: (a) all applicable provisions of the 1940 Act and the Advisers Act and any rules and regulations adopted thereunder; (b) the provisions of the registration statement of the Trust, as the same may be amended from time to time under the Securities Act of 1933 and the 1940 Act; (c) the provisions of the Trust's Declaration of Trust, as the same may be amended from time to time; (d) the provisions of the by-laws of the Trust, as the same may be amended from time to time; and (e) any other applicable provisions of state, federal or foreign law. 2 8. BROKER-DEALER RELATIONSHIPS. The Adviser is responsible for decisions to buy and sell securities for the Funds, broker-dealer selection, and negotiation of brokerage commission rates. (a) The Adviser's primary consideration in effecting a security transaction will be to obtain the best execution. (b) In selecting a broker-dealer to execute each particular transaction, the Adviser will take the following into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and the difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Trust on a continuing basis. Accordingly, the price to the Trust in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the fund execution services offered. (c) Subject to such policies as the Board of Trustees may from time to time determine, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Trust to pay a broker or dealer that provides brokerage and research services to the Adviser an amount of commission for effecting a fund investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Trust and to other clients of the Adviser as to which the Adviser exercises investment discretion. The Adviser is further authorized to allocate the orders placed by it on behalf of the Trust to such brokers and dealers who also provide research or statistical material, or other services to the Trust, to the Adviser, or to any sub-advisor. Such allocation shall be in such amounts and proportions as the Adviser shall determine and the Adviser will report on said allocations regularly to the Board of Trustees indicating the brokers to whom such allocations have been made and the basis therefor. (d) With respect to the Trust, to the extent the Adviser does not delegate trading responsibility to one or more sub-advisors, in making decisions regarding broker-dealer relationships, the Adviser may take into consideration the recommendations of any sub-advisor appointed to provide investment research or advisory services in connection with the Trust, and may take into consideration any research services provided to such sub-advisor by broker-dealers. (e) Subject to the other provisions of this Section 8, the 1940 Act, the Securities Exchange Act of 1934, and rules and regulations thereunder, as such statutes, rules and regulations are amended from time to time or are interpreted from time to time by the staff of the SEC, any exemptive orders issued by the SEC, and any other applicable provisions of law, the Adviser may select brokers or dealers with which it or the Trust are affiliated. 9. COMPENSATION. The compensation that the Trust shall pay the Adviser is set forth in Appendix I attached hereto. 3 10. EXPENSES OF THE TRUST. All of the ordinary business expenses incurred in the operations of the Trust and the offering of its shares shall be borne by the Trust unless specifically provided otherwise in this Agreement. These expenses borne by the Trust include but are not limited to brokerage commissions, taxes, legal, accounting, auditing, or governmental fees, the cost of preparing share certificates, if any, custodian, transfer and shareholder service agent costs, expenses of issue, sale, redemption and repurchase of shares, expenses of registering and qualifying shares for sale, expenses relating to trustees and shareholder meetings, the cost of preparing and distributing reports and notices to shareholders, the fees and other expenses incurred by the Funds in connection with membership in investment company organizations and the cost of printing copies of prospectuses and statements of additional information distributed to the Trust's shareholders. 11. SERVICES TO OTHER COMPANIES OR ACCOUNTS. The Trust understands that the Adviser now acts, will continue to act and may act in the future as investment manager or adviser to fiduciary and other managed accounts, and as investment manager or adviser to other investment companies, including any offshore entities, or accounts, and the Trust has no objection to the Adviser so acting, provided that whenever the Trust and one or more other investment companies or accounts managed or advised by the Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in accordance with a formula believed to be equitable to each company and account. The Trust recognizes that in some cases this procedure may adversely affect the size of the positions obtainable and the prices realized for the Trust. 12. NON-EXCLUSIVITY. The Trust understands that the persons employed by the Adviser to assist in the performance of the Adviser's duties under this Agreement will not devote their full time to such service and nothing contained in this Agreement shall be deemed to limit or restrict the right of the Adviser or any affiliate of the Adviser to engage in and devote time and attention to other businesses or to render services of whatever kind or nature. The Trust further understands and agrees that officers or directors of the Adviser may serve as officers or trustees of the Trust, and that officers or trustees of the Trust may serve as officers or directors of the Adviser to the extent permitted by law; and that the officers and directors of the Adviser are not prohibited from engaging in any other business activity or from rendering services to any other person, or from serving as partners, officers, directors or trustees of any other firm or trust, including other investment advisory companies. 13. EFFECTIVE DATE, TERM AND APPROVAL. This Agreement shall become effective, if approved by the shareholders of the Trust, on the date indicated above. If so approved, this Agreement shall thereafter continue in force and effect until two years after the date indicated above, and may be continued from year to year thereafter, provided that the continuation of the Agreement is specifically approved at least annually: (a) (i) by the Board of Trustees or (ii) by the vote of "a majority of the outstanding voting securities" of the Trust (as defined in Section 2(a)(42) of the 1940 Act); and (b) by the affirmative vote of a majority of the trustees who are not parties to this Agreement or "interested persons" (as defined in the 1940 Act) of a party to this Agreement (other than as trustees of the Trust), by votes cast in person at a meeting specifically called for such purpose. 4 14. TERMINATION. This Agreement may be terminated as to the Trust at any time, without the payment of any penalty, by vote of the Board of Trustees or by vote of a majority of the outstanding voting securities of the Trust, or by the Adviser, on sixty (60) days' written notice to the other party. The notice provided for herein may be waived by the party entitled to receipt thereof. This Agreement shall automatically terminate in the event of its assignment, the term "assignment" for purposes of this paragraph having the meaning defined in Section 2(a)(4) of the 1940 Act. 15. AMENDMENT. No amendment of this Agreement shall be effective unless it is in writing and signed by the party against which enforcement of the amendment is sought. 16. LIABILITY OF ADVISER AND TRUST. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Adviser or any of its officers, directors or employees, the Adviser shall not be subject to liability to the Trust or to any shareholder of the Trust for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security. 17. LIABILITY OF SHAREHOLDERS. Notice is hereby given that, as provided by applicable law, the obligations of or arising out of this Agreement are not binding upon any of the shareholders of the Trust individually but are binding only upon the assets and property of the Trust and that the shareholders shall be entitled, to the fullest extent permitted by applicable law, to the same limitation on personal liability as shareholders of private corporations for profit. 18. NOTICES. Any notices under this Agreement 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 that of the Adviser shall be 1555 Peachtree Street, N.E., Atlanta, Georgia 30309. 19. QUESTIONS OF INTERPRETATION. Any question of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the 1940 Act or the Advisers Act shall be resolved by reference to such term or provision of the 1940 Act or the Advisers 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 Advisers Act reflected in any provision of the Agreement 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. Subject to the foregoing, this Agreement shall be governed by and construed in accordance with the laws (without reference to conflicts of law provisions) of the State of Texas. 20. LICENSE AGREEMENT. The Trust shall have the non-exclusive right to use the name "Invesco" to designate any current or future series of shares only so long as Invesco Advisers, Inc. serves as investment manager or adviser to the Trust with respect to such series of shares. 5 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in duplicate by their respective officers on the day and year first written above. INVESCO HIGH INCOME 2024 TARGET TERM FUND Attest: /s/ Stephen Rimes By: /s/ John M. Zerr ----------------------------------- ---------------------------------- ASSISTANT SECRETARY Name: John M. Zerr Title: Senior Vice President Attest: INVESCO ADVISERS, INC. /s/ Stephen Rimes By: /s/ John M. Zerr ----------------------------------- ---------------------------------- ASSISTANT SECRETARY Name: John M. Zerr Title: Senior Vice President (SEAL) 6 APPENDIX I COMPENSATION TO THE ADVISER The Trust shall pay the Adviser, out of its assets, as full compensation for all services rendered, an advisory fee for the Trust set forth below. TRUST ANNUAL RATE ----- ----------- Invesco High Income 2024 Target Term 0.70% as a percentage of average daily Fund Managed Assets. "Managed Assets" means the Fund's net assets, plus the amount of any borrowings incurred for the purpose of leverage and the assets attributable to outstanding preferred shares, if any. 7