EX-99.77Q1E OTHR EXH 3 dex9977q1e.txt EX-99.77Q1E Sub-Item 77Q1(e) AMENDMENT NO. 1 TO MASTER INVESTMENT ADVISORY AGREEMENT THIS Amendment dated December 3, 2012, amends the Master Investment Advisory Agreement (the "Agreement") dated October 15, 2012, by and between Invesco Van Kampen Municipal Trust, a Delaware Statutory Trust (the "Trust"), and Invesco Advisers, Inc., a Delaware Corporation (the "Adviser"). RECITALS WHEREAS, the Trust desires to amend the Agreement to change the name of the Trust from Invesco Van Kampen Municipal Trust to Invesco Municipal Trust; NOW THEREFORE, the parties agree as follows: 1. Appendix A is deleted in its entirety and replaced with the following: "APPENDIX A 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. Such fee shall be calculated by applying the following annual rates to the average daily manage assets of the Trust for the calendar year. FUND NAME ADVISORY FEE RATE --------- ------------------------------------- Invesco Municipal Trust .55% on managed assets" "Managed assets" for this purpose means the Trust's net assets, plus assets attributable to outstanding preferred shares and the amount of any borrowings incurred for the purpose of leverage (whether or not such borrowed amounts are reflected in the Trust's financial statements for purposes of generally accepted accounting principles). 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. Attest: INVESCO MUNICIPAL TRUST /s/ Peter Davidson By: /s/ John M. Zerr ------------------------------------ ---------------------------------- ASSISTANT SECRETARY Name: John M. Zerr Title: Senior Vice President (SEAL) Attest: INVESCO ADVISERS, INC. /s/ Peter Davidson By: /s/ John M. Zerr ------------------------------------ ---------------------------------- ASSISTANT SECRETARY Name: John M. Zerr Title: Senior Vice President (SEAL) 2 Sub-Item 77Q1(e) MEMORANDUM OF AGREEMENT (AFFILIATED MONEY MARKET FUND ADVISORY FEE WAIVER) This Memorandum of Agreement is entered into as of the dates indicated on Exhibit "A" between Invesco Advantage Municipal Income Trust II, Invesco Bond Fund, Invesco California Value Municipal Income Trust, Invesco Dynamic Credit Opportunities Fund, Invesco High Income Trust II, Invesco Municipal Opportunity Trust, Invesco Municipal Trust, Invesco Pennsylvania Value Municipal Income Trust, Invesco Senior Income Trust, Invesco Senior Loan Fund, Invesco Trust for Investment Grade Municipals, Invesco Trust for Investment Grade New York Municipals and Invesco Van Kampen Exchange Fund (each a "Fund" and collectively, the "Funds") and Invesco Advisers, Inc. ("Invesco"). 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 Funds and Invesco agree as follows: 1. Each Fund and Invesco agree that until the expiration date, if any, of the commitment set forth on the attached Exhibit "A" occurs, as such Exhibit "A" 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 fund managed by Invesco or its affiliates 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 Uninvested Cash in an Affiliated Money Market Fund; and (c) "Uninvested Cash" - cash available and uninvested by a Fund 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 Fund nor Invesco may remove or amend the Waiver to a Fund's detriment prior to requesting and receiving the approval of the Fund's Board of Trustee/Managing General Partners to remove or amend such Waiver. Invesco will not have any right to reimbursement of any amount so waived. Subject to the foregoing paragraphs, each of the Funds and Invesco agree to review the then-current waivers for each Fund listed on the Exhibit 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 Funds and Invesco have agreed to continue them. The Exhibit will be amended to reflect any such agreement. Nothing in this Memorandum of Agreement is intended to affect any other memorandum of agreement executed by any Fund or Invesco with respect to any other fee waivers, expense reimbursements and/or expense limitations. IN WITNESS WHEREOF, each Fund and Invesco have entered into this Memorandum of Agreement as of the dates indicated on Exhibit "A". INVESCO ADVANTAGE MUNICIPAL INCOME TRUST II INVESCO BOND FUND INVESCO CALIFORNIA VALUE MUNICIPAL INCOME TRUST INVESCO DYNAMIC CREDIT OPPORTUNITIES FUND INVESCO HIGH INCOME TRUST II INVESCO MUNICIPAL OPPORTUNITY TRUST INVESCO MUNICIPAL TRUST INVESCO PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST INVESCO SENIOR INCOME TRUST INVESCO SENIOR LOAN FUND INVESCO TRUST FOR INVESTMENT GRADE MUNICIPALS INVESCO TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS INVESCO VAN KAMPEN EXCHANGE FUND By: /s/ John M. Zerr ----------------------------------- Title: Senior Vice President INVESCO ADVISERS, INC. By: /s/ John M. Zerr ----------------------------------- Title: Senior Vice President 2 EXHIBIT "A" INVESCO ADVANTAGE MUNICIPAL INCOME TRUST II FUND EFFECTIVE DATE COMMITTED UNTIL ---- -------------- --------------- Invesco Advantage Municipal Income Trust May 15, 2012 June 30, 2014 INVESCO BOND FUND FUND EFFECTIVE DATE COMMITTED UNTIL ---- -------------- --------------- Invesco Bond Fund May 15, 2012 June 30, 2014 INVESCO CALIFORNIA VALUE MUNICIPAL INCOME TRUST FUND EFFECTIVE DATE COMMITTED UNTIL ---- -------------- --------------- Invesco California Value Municipal Income Trust May 15, 2012 June 30, 2014 INVESCO DYNAMIC CREDIT OPPORTUNITIES FUND FUND EFFECTIVE DATE COMMITTED UNTIL ---- -------------- --------------- Invesco Dynamic Credit Opportunities Fund May 15, 2012 June 30, 2014 INVESCO HIGH INCOME TRUST II FUND EFFECTIVE DATE COMMITTED UNTIL ---- -------------- --------------- Invesco High Income Trust II May 15, 2012 June 30, 2014 INVESCO MUNICIPAL OPPORTUNITY TRUST FUND EFFECTIVE DATE COMMITTED UNTIL ---- -------------- --------------- Invesco Municipal Opportunity Trust May 15, 2012 June 30, 2014 INVESCO MUNICIPAL TRUST FUND EFFECTIVE DATE COMMITTED UNTIL ---- -------------- --------------- Invesco Municipal Trust May 15, 2012 June 30, 2014 INVESCO PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST FUND EFFECTIVE DATE COMMITTED UNTIL ---- -------------- --------------- Invesco Pennsylvania Value Municipal Income May 15, 2012 June 30, 2014 Trust A-1 INVESCO SENIOR INCOME TRUST FUND EFFECTIVE DATE COMMITTED UNTIL ---- -------------- --------------- Invesco Senior Income Trust May 15, 2012 June 30, 2014 INVESCO SENIOR LOAN FUND FUND EFFECTIVE DATE COMMITTED UNTIL ---- -------------- --------------- Invesco Senior Loan Fund May 15, 2012 June 30, 2014 INVESCO TRUST FOR INVESTMENT GRADE MUNICIPALS FUND EFFECTIVE DATE COMMITTED UNTIL ---- -------------- --------------- Invesco Trust for Investment Grade Municipals May 15, 2012 June 30, 2014 INVESCO TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS FUND EFFECTIVE DATE COMMITTED UNTIL ---- -------------- --------------- Invesco Trust for Investment Grade New York Municipals May 15, 2012 June 30, 2014 INVESCO VAN KAMPEN EXCHANGE FUND FUND EFFECTIVE DATE COMMITTED UNTIL ---- -------------- --------------- Invesco Van Kampen Exchange Fund May 15, 2012 June 30, 2014 A-2