EX-99.77Q1 OTHR EXHB 6 h86363ex77q1e2.txt EXHIBIT 77Q1E2 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 California Insured Municipal Income Trust, Invesco California Quality Municipal Securities, Invesco High Yield Fund, Inc., Invesco Insured California Municipal Securities, Invesco Insured Municipal Bond Trust, Invesco Insured Municipal Income Trust, Invesco Insured Municipal Securities, Invesco Insured Municipal Trust, Invesco Municipal Income Opportunities Trust, Invesco Municipal Income Opportunities Trust II, Invesco Municipal Income Opportunities Trust III, Invesco Municipal Premium Income Trust, Invesco New York Quality Municipal Securities, Invesco Prime Income Trust, Invesco Quality Municipal Income Trust, Invesco Quality Municipal Investment Trust, Invesco Quality Municipal Securities 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 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, the Trusts and Invesco agree 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 Aim agree as follows: 1. Each Trust, for itself and its Funds, and Invesco agree 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 Trust 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 Trust 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 Trust during the previous month in an Affiliated Money Market Fund. ii. The Waiver will not apply to those investing Trusts 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; and (b) "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 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. The Boards of Trustees 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. Subject to the foregoing paragraphs, each of the Trusts and Invesco agree 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 the Trusts and Invesco have 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 CALIFORNIA INSURED MUNICIPAL INCOME TRUST INVESCO CALIFORNIA QUALITY MUNICIPAL SECURITIES INVESCO HIGH YIELD FUND, INC. INVESCO INSURED CALIFORNIA MUNICIPAL SECURITIES INVESCO INSURED MUNICIPAL BOND TRUST INVESCO INSURED MUNICIPAL INCOME TRUST INVESCO INSURED MUNICIPAL SECURITIES INVESCO INSURED MUNICIPAL TRUST INVESCO MUNICIPAL INCOME OPPORTUNITIES TRUST INVESCO MUNICIPAL INCOME OPPORTUNITIES TRUST II INVESCO MUNICIPAL INCOME OPPORTUNITIES TRUST III INVESCO MUNICIPAL PREMIUM INCOME TRUST INVESCO NEW YORK QUALITY MUNICIPAL SECURITIES INVESCO PRIME INCOME TRUST INVESCO QUALITY MUNICIPAL INCOME TRUST INVESCO QUALITY MUNICIPAL INVESTMENT TRUST INVESCO QUALITY MUNICIPAL SECURITIES SHORT-TERM INVESTMENTS 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 EQUITY FUNDS (INVESCO EQUITY EXPIRATION FUNDS) WAIVER DESCRIPTION EFFECTIVE DATE DATE ----- ----------------- ------------- ----------- Invesco Invesco will waive advisory fees to the extent 3/27/2006 12/31/2012 Constellation Fund necessary so that advisory fees Invesco receives do not exceed the annualized rates listed below. 0.695% of the first $250M 0.615% of the next $4B 0.595% of the next $750M 0.57% of the next $2.5B 0.545% of the next $2.5B 0.52% of the excess over $10B
AIM TAX-EXEMPT FUNDS (INVESCO TAX- EXPIRATION EXEMPT FUNDS) WAIVER DESCRIPTION EFFECTIVE DATE DATE ------------ ------------------------------------------- -------------- ----------- Invesco Van Kampen Intermediate Term Invesco will waive advisory fees in the 2/12/2010 6/30/2012 Municipal Income amount of 0.10% of the Fund's average daily Fund net assets Invesco Van Kampen Invesco will waive advisory fees in the 2/12/2010 6/30/2012 New York Tax Free amount of 0.25% of the Fund's average daily Income Fund net assets
AIM TREASURER'S SERIES TRUST (INVESCO TREASURER'S SERIES EXPIRATION TRUST) WAIVER DESCRIPTION EFFECTIVE DATE DATE ------ ----------------------------------------- ------------- ---------------- Invesco will waive advisory fees in the 2/1/2011 12/31/2012 Premier Portfolio amount of 0.07% of the Fund's average daily net assets Premier U.S. Invesco will waive advisory fees in the 2/1/2011 12/31/2012 Government Money amount of 0.07% of the Fund's average daily Portfolio net assets
EXHIBIT "B" AIM COUNSELOR SERIES TRUST (INVESCO COUNSELOR SERIES TRUST)
PORTFOLIO EFFECTIVE DATE COMMITTED UNTIL --------- ----------------- --------------- Invesco California Tax-Free Income Fund February 12, 2010 June 30, 2012 Invesco Core Plus Bond Fund June 2, 2009 June 30, 2012 Invesco Equally-Weighted S&P 500 Fund February 12, 2010 June 30, 2012 Invesco Floating Rate Fund July 1, 2007 June 30, 2012 Invesco S&P 500 Index Fund February 12, 2010 June 30, 2012 Invesco Select Real Estate Income Fund July 1, 2007 June 30, 2012 Invesco Structured Core Fund July 1, 2007 June 30, 2012 Invesco Van Kampen American Franchise Fund February 12, 2010 June 30, 2012 Invesco Van Kampen Equity and Income Fund February 12, 2010 June 30, 2012 Invesco Van Kampen Growth and Income Fund February 12, 2010 June 30, 2012 Invesco Van Kampen Pennsylvania Tax Free Income Fund February 12, 2010 June 30, 2012 Invesco Van Kampen Small Cap Growth Fund February 12, 2010 June 30, 2012
AIM EQUITY FUNDS (INVESCO EQUITY FUNDS)
PORTFOLIO EFFECTIVE DATE COMMITTED UNTIL --------- ------------- -------------- Invesco Capital Development Fund July 1, 2007 June 30, 2012 Invesco Charter Fund July 1, 2007 June 30, 2012 Invesco Constellation Fund July 1, 2007 June 30, 2012 Invesco Disciplined Equity Fund July 14, 2009 June 30, 2012 Invesco Diversified Dividend Fund July 1, 2007 June 30, 2012 Invesco Summit Fund July 1, 2007 June 30, 2012
AIM FUNDS GROUP (INVESCO FUNDS GROUP)
FUND EFFECTIVE DATE COMMITTED UNTIL ---------- -------------- ---------------- Invesco European Small Company Fund July 1, 2007 June 30, 2012 Invesco Global Core Equity Fund July 1, 2007 June 30, 2012 Invesco International Small Company Fund July 1, 2007 June 30, 2012 Invesco Small Cap Equity Fund July 1, 2007 June 30, 2012
AIM GROWTH SERIES (INVESCO GROWTH SERIES)
FUND EFFECTIVE DATE COMMITTED UNTIL ----- ----------------- --------------- Invesco Convertible Securities Fund February 12, 2010 June 30, 2012 Invesco Global Equity Fund July 1, 2007 June 30, 2012 Invesco Mid Cap Core Equity Fund July 1, 2007 June 30, 2012 Invesco Small Cap Growth Fund July 1, 2007 June 30, 2012 Invesco Van Kampen Leaders Fund February 12, 2010 June 30, 2012 Invesco Van Kampen U.S. Mortgage Fund February 12, 2010 June 30, 2012
AIM INTERNATIONAL MUTUAL FUNDS (INVESCO INTERNATIONAL MUTUAL FUNDS)
FUND EFFECTIVE DATE COMMITTED UNTIL ----- ------------- -------------- Invesco Asia Pacific Growth Fund July 1, 2007 June 30, 2012 Invesco European Growth Fund July 1, 2007 June 30, 2012 Invesco Global Growth Fund July 1, 2007 June 30, 2012 Invesco Global Small & Mid Cap Growth Fund July 1, 2007 June 30, 2012 Invesco International Growth Fund July 1, 2007 June 30, 2012 Invesco International Core Equity Fund July 1, 2007 June 30, 2012
AIM INVESTMENT FUNDS (INVESCO INVESTMENT FUNDS)
FUND EFFECTIVE DATE COMMITTED UNTIL ------ ------------------ -------------- Invesco Balanced-Risk Allocation Fund* May 29, 2009 June 30, 2012 Invesco Balanced-Risk Commodity Strategy Fund** November 29, 2010 June 30, 2012 Invesco China Fund July 1, 2007 June 30, 2012 Invesco Commodities Strategy Fund*** February 12, 2010 June 30, 2012 Invesco Developing Markets Fund July 1, 2007 June 30, 2012 Invesco Emerging Markets Equity Fund May 11, 2011 June 30, 2012 Invesco Emerging Market Local Currency Debt Fund June 14, 2010 June 30, 2012 Invesco Endeavor Fund July 1, 2007 June 30, 2012 Invesco Global Advantage Fund February 12, 2010 June 30, 2012 Invesco Global Health Care Fund July 1, 2007 June 30, 2012 Invesco International Total Return Fund July 1, 2007 June 30, 2012 Invesco Pacific Growth Fund February 12, 2010 June 30, 2012 Invesco Premium Income Fund December 13, 2011 June 30, 2012 Invesco Small Companies Fund July 1, 2007 June 30, 2012
AIM INVESTMENT SECURITIES FUNDS (INVESCO INVESTMENT SECURITIES FUNDS)
FUND EFFECTIVE DATE COMMITTED UNTIL ----- ----------------- --------------- Invesco Dynamics Fund July 1, 2007 June 30, 2012 Invesco Global Real Estate Fund July 1, 2007 June 30, 2012 Invesco High Yield Fund July 1, 2007 June 30, 2012 Invesco High Yield Securities Fund February 12, 2010 June 30, 2012 Invesco Limited Maturity Treasury Fund July 1, 2007 June 30, 2012 Invesco Money Market Fund July 1, 2007 June 30, 2012 Invesco Municipal Bond Fund July 1, 2007 June 30, 2012 Invesco Real Estate Fund July 1, 2007 June 30, 2012 Invesco Short Term Bond Fund July 1, 2007 June 30, 2012 Invesco U.S. Government Fund July 1, 2007 June 30, 2012 Invesco Van Kampen Corporate Bond Fund February 12, 2010 June 30, 2012
-------- * 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. ** 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. *** Advisory fees to be waived by Invesco for Invesco Commodities 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 II, Ltd. Invests. Sub-Item 77Q1(e) AIM SECTOR FUNDS (INVESCO SECTOR FUNDS)
FUND EFFECTIVE DATE COMMITTED UNTIL ----- --------------- - ----------------- Invesco Energy Fund July 1, 2007 June 30, 2012 Invesco Gold & Precious Metals Fund July 1, 2007 June 30, 2012 Invesco Leisure Fund July 1, 2007 June 30, 2012 Invesco Technology Fund July 1, 2007 June 30, 2012 Invesco Technology Sector Fund February 12, 2010 June 30, 2012 Invesco U.S. Mid Cap Value Fund February 12, 2010 June 30, 2012 Invesco Utilities Fund July 1, 2007 June 30, 2012 Invesco Value Fund February 12, 2010 June 30, 2012 Invesco Van Kampen American Value Fund February 12, 2010 June 30, 2012 Invesco Van Kampen Comstock Fund February 12, 2010 June 30, 2012 Invesco Van Kampen Mid Cap Growth Fund February 12, 2010 June 30, 2012 Invesco Van Kampen Small Cap Value Fund February 12, 2010 June 30, 2012 Invesco Van Kampen Value Opportunities Fund February 12, 2010 June 30, 2012
AIM TAX-EXEMPT FUNDS (INVESCO TAX-EXEMPT FUNDS)
FUND EFFECTIVE DATE COMMITTED UNTIL ----- ---------------- --------------- Invesco High Income Municipal Fund July 1, 2007 June 30, 2012 Invesco Tax-Exempt Cash Fund July 1, 2007 June 30, 2012 Invesco Tax-Free Intermediate Fund July 1, 2007 June 30, 2012 Invesco Van Kampen High Yield Municipal Fund February 12, 2010 June 30, 2012 Invesco Van Kampen Intermediate Term Municipal Income Fund February 12, 2010 June 30, 2012 Invesco Van Kampen Municipal Income Fund February 12, 2010 June 30, 2012
AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)
FUND EFFECTIVE DATE COMMITTED UNTIL ----- ---------------- ------------- Invesco V.I. Balanced-Risk Allocation Fund*** December 22, 2010 June 30, 2012 Invesco V.I. Basic Value Fund July 1, 2007 June 30, 2012 Invesco V.I. Capital Appreciation Fund July 1, 2007 June 30, 2012 Invesco V.I. Capital Development Fund July 1, 2007 June 30, 2012 Invesco V.I. Core Equity Fund July 1, 2007 June 30, 2012 Invesco V.I. Diversified Income Fund July 1, 2007 June 30, 2012 Invesco V.I. Dividend Growth Fund February 12, 2010 June 30, 2012 Invesco V.I. Global Health Care Fund July 1, 2007 June 30, 2012 Invesco V.I. Global Real Estate Fund July 1, 2007 June 30, 2012 Invesco V.I. Government Securities Fund July 1, 2007 June 30, 2012 Invesco V.I. High Yield Fund July 1, 2007 June 30, 2012 Invesco V.I. High Yield Securities Fund February 12, 2010 June 30, 2012 Invesco V.I. International Growth Fund July 1, 2007 June 30, 2012 Invesco V.I. Leisure Fund July 1, 2007 June 30, 2012 Invesco V.I. Mid Cap Core Equity Fund July 1, 2007 June 30, 2012 Invesco V.I. Money Market Fund July 1, 2007 June 30, 2012 Invesco V.I. S&P 500 Index Fund February 12, 2010 June 30, 2012 Invesco V.I. Select Dimensions Equally-Weighted S&P 500 Fund February 12, 2010 June 30, 2012 Invesco V.I. Small Cap Equity Fund July 1, 2007 June 30, 2012 Invesco V.I. Technology Fund July 1, 2007 June 30, 2012 Invesco V.I. Utilities Fund July 1, 2007 June 30, 2012
---------- **** Advisory fees to be waived by Invesco for Invesco V.I. Balanced-Risk Allocation Fund also include an amount equal to advisory fees that Invesco receives from any money market fund or similarly pooled cash equivalent investment vehicle advised by Invesco and/or Invesco's affiliates in which Invesco Cayman Commodity Fund IV, Ltd. invests.
FUND EFFECTIVE DATE COMMITTED UNTIL ----- ---------------- ------------- Invesco Van Kampen V.I. Capital Growth Fund February 12, 2010 June 30, 2012 Invesco Van Kampen V.I. Comstock Fund February 12, 2010 June 30, 2012 Invesco Van Kampen V.I. Equity and Income Fund February 12, 2010 June 30, 2012 Invesco Van Kampen V.I. Global Value Equity Fund February 12, 2010 June 30, 2012 Invesco Van Kampen V.I. Growth and Income Fund February 12, 2010 June 30, 2012 Invesco Van Kampen V.I. Mid Cap Growth Fund February 12, 2010 June 30, 2012 Invesco Van Kampen V.I. Mid Cap Value Fund February 12, 2010 June 30, 2012
SHORT-TERM INVESTMENTS TRUST
FUND EFFECTIVE DATE COMMITTED UNTIL ----- -------------- --------------- Government TaxAdvantage Portfolio July 1, 2007 June 30, 2012 STIC Prime Portfolio July 1, 2007 June 30, 2012 Treasury Portfolio July 1, 2007 June 30, 2012
CLOSED-END FUNDS
FUND EFFECTIVE DATE COMMITTED UNTIL ----- ------------- --------------- Invesco California Insured Municipal Income Trust June 1, 2010 June 30, 2012 Invesco California Quality Municipal Securities June 1, 2010 June 30, 2012 Invesco High Yield Fund, Inc. June 1, 2010 June 30, 2012 Invesco Insured California Municipal Securities June 1, 2010 June 30, 2012 Invesco Insured Municipal Bond Trust June 1, 2010 June 30, 2012 Invesco Insured Municipal Income Trust June 1, 2010 June 30, 2012 Invesco Insured Municipal Securities June 1, 2010 June 30, 2012 Invesco Insured Municipal Trust June 1, 2010 June 30, 2012 Invesco Municipal Income Opportunities Trust June 1, 2010 June 30, 2012 Invesco Municipal Income Opportunities Trust II June 1, 2010 June 30, 2012 Invesco Municipal Income Opportunities Trust III June 1, 2010 June 30, 2012 Invesco Municipal Premium Income Trust June 1, 2010 June 30, 2012 Invesco New York Quality Municipal Securities June 1, 2010 June 30, 2012 Invesco Prime Income Trust June 1, 2010 June 30, 2012 Invesco Quality Municipal Income Trust June 1, 2010 June 30, 2012 Invesco Quality Municipal Investment Trust June 1, 2010 June 30, 2012 Invesco Quality Municipal Securities June 1, 2010 June 30, 2012