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 Xxx Xxxxxx Bond Fund, Invesco Xxx Xxxxxx Exchange
Fund and Invesco Xxx Xxxxxx High Income Trust II (each a "Fund" and
collectively, the "Fund's 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
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
(b) "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 class of the Funds 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 XXX XXXXXX BOND FUND
INVESCO XXX XXXXXX EXCHANGE FUND
INVESCO XXX XXXXXX HIGH INCOME TRUST II
By: /s/ Xxxx X. Xxxx
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Title: Senior Vice President
INVESCO ADVISERS, INC.
By: /s/ Xxxx X. Xxxx
-------------------------------
Title: Senior Vice President
2
EXHIBIT "A"
INVESCO XXX XXXXXX BOND FUND
FUND EFFECTIVE DATE COMMITTED UNTIL
--------------------------------------- -------------- ---------------
Invesco Xxx Xxxxxx Bond Fund May 15, 2012 June 30, 2013
INVESCO XXX XXXXXX EXCHANGE FUND
FUND EFFECTIVE DATE COMMITTED UNTIL
--------------------------------------- -------------- ---------------
Invesco Xxx Xxxxxx Exchange Fund May 15, 2012 June 30, 2013
INVESCO XXX XXXXXX HIGH INCOME TRUST II
FUND EFFECTIVE DATE COMMITTED UNTIL
--------------------------------------- -------------- ---------------
Invesco Xxx Xxxxxx High Income Trust II May 15, 2012 June 30, 2013
A-1
