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
