EX-99.77Q1E 5 d129464dex9977q1e.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 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 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 SERIES EXPIRATION TRUST) WAIVER DESCRIPTION EFFECTIVE DATE DATE -------------------- ------------------------------------- -------------- ----------- Invesco Strategic Invesco will waive advisory fees in 4/30/2014 06/30/2017 Real Return Fund an amount equal to the advisory fees earned on underlying affiliated investments AIM INVESTMENT FUNDS (INVESCO EXPIRATION INVESTMENT FUNDS WAIVER DESCRIPTION EFFECTIVE DATE DATE -------------------- ------------------------------------- -------------- ----------- Invesco Global Invesco will waive advisory fees in 12/17/2013 06/30/2017 Targeted Returns an amount equal to the advisory fees Fund earned on underlying affiliated investments Invesco Strategic Invesco will waive advisory fees in 5/2/2014 06/30/2017 Income Fund an amount equal to the advisory fees earned on underlying affiliated investments Invesco Invesco will waive advisory fees in 10/14/2014 06/30/2017 Unconstrained an amount equal to the advisory fees Bond Fund earned on underlying affiliated investments AIM TREASURER'S SERIES TRUST (INVESCO TREASURER'S EXPIRATION SERIES TRUST) WAIVER DESCRIPTION EFFECTIVE DATE DATE -------------------- ------------------------------------- -------------- ----------- Premier Portfolio Invesco will waive advisory fees in 2/1/2011 12/31/2016 the amount of 0.07% of the Fund's average daily net assets Premier U.S. Invesco will waive advisory fees in 2/1/2011 12/31/2016 Government Money the amount of 0.07% of the Fund's Portfolio average 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, 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 Fund1 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) MASTER INVESTMENT ADVISORY AGREEMENT THIS AGREEMENT is made this 30/th/ day of September, 2015, by and between Invesco Exchange Fund, a Delaware Statutory Trust (the "Fund"), and Invesco Advisers, Inc., a Delaware corporation (the "Adviser"). RECITALS WHEREAS, the Fund is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company; WHEREAS, the Adviser is registered under the Investment Advisers Act of 1940, as amended (the "Advisers Act"), as an investment advisor and engages in the business of acting as an investment advisor; WHEREAS, the Fund and the Adviser desire to enter into an agreement to provide for investment advisory services to the Fund 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 advisor for the Fund and shall, in such capacity, supervise all aspects of the Fund's operations, including the investment and reinvestment of cash, securities or other properties comprising the Fund's assets, subject at all times to the policies and control of the Board of Trustees. The Adviser shall give the Fund the benefit of its best judgment, efforts and facilities in rendering its services as investment advisor. 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 Fund; (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 Fund, and whether concerning the individual issuers whose securities are included in the assets of the Fund or the activities in which such issuers engage, or with respect to securities which the Adviser considers desirable for inclusion in the Fund's assets; (c) determine which issuers and securities shall be represented in the Fund'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 Fund, all actions which appear to the Fund 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 Fund. 3. SECURITIES LENDING DUTIES AND FEES. The Adviser agrees to provide the following services in connection with the securities lending activities of the Fund: (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 Fund shall pay the Adviser a fee equal to 25% of the net monthly interest or fee income retained or paid to the Fund 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-advisers, and may enter into agreements with sub-advisers, and may replace any such sub-advisers 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-advisers 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-advisers 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 Fund in any way or otherwise be deemed to be an agent of the Fund. 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 Fund, 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 Adviser 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 Fund, 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 Declaration of Trust, as the same may be amended from time to time; (d) the provisions of the by-laws of the Fund, as the same may be amended from time to time; and (e) any other applicable provisions of state, federal or foreign law. 8. BROKER-DEALER RELATIONSHIPS. The Adviser is responsible for decisions to buy and sell securities for the Fund, 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 Fund on a continuing basis. Accordingly, the price to the Fund 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 Fund 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 2 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 Fund, 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 Fund to such brokers and dealers who also provide research or statistical material, or other services to the Fund, to the Adviser, or to any sub-adviser. 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 Fund, to the extent the Adviser does not delegate trading responsibility to one or more sub-advisers, in making decisions regarding broker-dealer relationships, the Adviser may take into consideration the recommendations of any sub-adviser appointed to provide investment research or advisory services in connection with the Fund, and may take into consideration any research services provided to such sub-adviser 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 Fund are affiliated. 9. COMPENSATION. The compensation that the Fund shall pay the Adviser is set forth in Appendix A attached hereto. 10. EXPENSES OF THE FUND. All of the ordinary business expenses incurred in the operations of the Fund and the offering of its shares shall be borne by the Fund unless specifically provided otherwise in this Agreement. These expenses borne by the Fund include but are not limited to brokerage commissions, taxes, legal, accounting, auditing, or governmental fees, the cost of preparing share certificates, 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 Fund in connection with membership in investment company organizations and the cost of printing copies of prospectuses and statements of additional information distributed to the Fund's shareholders. 11. SERVICES TO OTHER COMPANIES OR ACCOUNTS. The Fund 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 Fund has no objection to the Adviser so acting, provided that whenever the Fund 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 Fund recognizes that in some cases this procedure may adversely affect the size of the positions obtainable and the prices realized for the Fund. 12. NON-EXCLUSIVITY. The Fund 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 Fund further understands and agrees that officers or directors of the Adviser may serve as officers or partners of the Fund, and that officers or partners of the Fund 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 with respect to the Fund, if approved by the shareholders of the Fund, on the date indicated above. If so approved, this Agreement shall 3 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 Fund (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 Fund), by votes cast in person at a meeting specifically called for such purpose. 14. TERMINATION. This Agreement may be terminated as to the Fund 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 Fund, 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 FUND. 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 Fund or to any shareholder of the Fund 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 Fund individually but are binding only upon the assets and property of the Fund 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 Fund and that of the Adviser shall be 11 Greenway Plaza, Suite 1000, Houston, Texas 77046-1173. 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 Fund 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 Fund with respect to such series of shares. 4 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 EXCHANGE FUND Attest: /s/ Peter Davidson By: /s/ John M. Zerr --------------------------------------- -------------------------------------- ASSISTANT SECRETARY Name: John M. Zerr Title: Senior Vice President (SEAL) INVESCO ADVISERS, INC. Attest: /s/ Peter Davison By: /s/ John M. Zerr --------------------------------------- -------------------------------------- ASSISTANT SECRETARY Name: John M. Zerr Title: Senior Vice President (SEAL)
5 APPENDIX A COMPENSATION TO THE ADVISER The Fund shall pay the Adviser, out of its assets, as full compensation for all services rendered, an advisory fee for the Fund set forth below. Such fee shall be calculated by applying the following annual rates to the average daily net assets of the Fund for the calendar year.
FUND ANNUAL RATE ---- ----------- Invesco Exchange Fund 0.30% of the Fund's average net assets
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