SUB-ITEM 77Q1(e)
MEMORANDUM OF AGREEMENT
(EXPENSE LIMITATIONS)
This Memorandum of Agreement is entered into as of the Effective Date on
the attached exhibit (the "Exhibit"), between Invesco Xxx Xxxxxx Advantage
Municipal Income Trust II, Invesco Xxx Xxxxxx Bond Fund, Invesco Xxx Xxxxxx
California Value Municipal Income Trust, Invesco Xxx Xxxxxx Dynamic Credit
Opportunities Fund, Invesco Xxx Xxxxxx Exchange Fund, Invesco Xxx Xxxxxx High
Income Trust II, Invesco Xxx Xxxxxx Massachusetts Value Municipal Income Trust,
Invesco Xxx Xxxxxx Municipal Opportunity Trust, Invesco Xxx Xxxxxx Municipal
Trust, Invesco Xxx Xxxxxx Ohio Quality Municipal Trust, Invesco Xxx Xxxxxx
Pennsylvania Value Municipal Income Trust, Invesco Xxx Xxxxxx Select Sector
Municipal Trust, Invesco Xxx Xxxxxx Senior Income Trust, Invesco Xxx Xxxxxx
Senior Loan Fund, Invesco Xxx Xxxxxx Trust for Insured Municipals, Invesco Xxx
Xxxxxx Trust for Investment Grade Municipals, Invesco Xxx Xxxxxx Trust for
Investment Grade New Jersey Municipals and Invesco Xxx Xxxxxx Trust for
Investment Grade New York Municipals (each a "Registrant" or, collectively, the
"Registrants"), on behalf of the funds listed on the Exhibit to this Memorandum
of Agreement (the "Funds"), and Invesco Advisers, Inc. ("Invesco"). Invesco
shall and hereby agrees to waive fees or reimburse expenses of each Fund, on
behalf of its respective classes as applicable, severally and not jointly, as
indicated in the attached 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 Registrants and Invesco agree as follows:
For the Contractual Limits (listed in Exhibit A), the Registrants and
Invesco agree until at least the expiration date set forth on the attached
Exhibit A (the "Expiration Date") that Invesco will waive its fees or reimburse
expenses to the extent that total annual fund operating expenses after fee
waiver and/or expense reimbursement of a class of a Fund (excluding (i)
interest; (ii) taxes; (iii) dividend expense on short sales; (iv) extraordinary
or non-routine items; (v) expenses that each Fund has incurred but did not
actually pay because of an expense offset arrangement, if applicable) exceed the
rate, on an annualized basis, set forth on the Exhibit of the average daily net
assets allocable to such class. Acquired fund fees and expenses are not fees or
expenses incurred by a fund directly but are expenses of the investment
companies in which a fund invests. These fees and expenses are incurred
indirectly through the valuation of a fund's investment in these investment
companies. Acquired fund fees and expenses are required to be disclosed and
included in the total annual fund operating expenses in the prospectus fee
table. As a result, the net total annual fund operating expenses shown in the
prospectus fee table may exceed the expense limits reflected in Exhibit A. With
regard to the Contractual Limits, the Boards of Trustees, and with respect to
Invesco Xxx Xxxxxx Exchange Fund, the Managing General Partners, of the
Registrants 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.
For the Contractual Limits, each of the Registrants and Invesco agree to
review the then-current expense limitations for each class of each Fund listed
on the Exhibit on a date prior to the Expiration Date to determine whether such
limitations should be amended, continued or terminated. The expense limitations
will expire upon the Expiration Date unless the Registrants and Invesco have
agreed to continue them. The Exhibit will be amended to reflect any such
agreement.
It is expressly agreed that the obligations of each Registrant hereunder
shall not be binding upon any of the Trustees/Managing General Partners,
shareholders, partners, nominees, officers, agents or employees of the
Registrants personally, but shall only bind the assets and property of each
Fund, as provided in each Registrant's Agreement and Declaration of Trust or
Certificate of Limited Partnership. The execution and delivery of this
Memorandum of Agreement have been authorized by the Trustees of the Registrants,
and this Memorandum of Agreement has been executed and delivered by an
authorized officer of the Registrants acting as such; neither such authorization
by such Trustees/Managing General Partners 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 or Certificate of Limited Partnership.
IN WITNESS WHEREOF, each of the Registrants and Invesco have entered into
this Memorandum of Agreement as of the Effective Dates on the attached Exhibit.
INVESCO XXX XXXXXX ADVANTAGE MUNICIPAL INCOME TRUST II
INVESCO XXX XXXXXX BOND FUND
INVESCO XXX XXXXXX CALIFORNIA VALUE MUNICIPAL INCOME TRUST
INVESCO XXX XXXXXX DYNAMIC CREDIT OPPORTUNITIES FUND
INVESCO XXX XXXXXX EXCHANGE FUND
INVESCO XXX XXXXXX HIGH INCOME TRUST II
INVESCO XXX XXXXXX MASSACHUSETTS VALUE MUNICIPAL INCOME TRUST
INVESCO XXX XXXXXX MUNICIPAL OPPORTUNITY TRUST
INVESCO XXX XXXXXX MUNICIPAL TRUST
INVESCO XXX XXXXXX OHIO QUALITY MUNICIPAL TRUST
INVESCO XXX XXXXXX PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST
INVESCO XXX XXXXXX SELECT SECTOR MUNICIPAL TRUST
INVESCO XXX XXXXXX SENIOR INCOME TRUST
INVESCO XXX XXXXXX SENIOR LOAN FUND
INVESCO XXX XXXXXX TRUST FOR INSURED MUNICIPALS
INVESCO XXX XXXXXX TRUST FOR INVESTMENT GRADE MUNICIPALS
INVESCO XXX XXXXXX TRUST FOR INVESTMENT GRADE NEW JERSEY MUNICIPALS
INVESCO XXX XXXXXX TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS
on behalf of the Funds listed in the Exhibit
to this Memorandum of Agreement
By: /s/ Xxxx X. Xxxx
-------------------
Title: Senior Vice President
INVESCO ADVISERS, INC.
By: /s/ Xxxx X. Xxxx
-------------------
Title: Senior Vice President
2
as of June 6, 2011
EXHIBIT "A" - RETAIL FUNDS(1)
INVESCO XXX XXXXXX ADVANTAGE MUNICIPAL INCOME TRUST
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
------------------------------------- ------------ --------- ----------------- -------------
Invesco VK Advantage Municipal
Income Trust Contractual 1.05% June 1, 2010 June 30, 2012
INVESCO XXX XXXXXX BOND FUND
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
------------------------------------- ------------ ---------- ----------------- -------------
Invesco XX Xxxx Fund Contractual 0.58% June 1, 2010 June 30, 0000
XXXXXXX XXX XXXXXX XXXXXXXXXX VALUE MUNICIPAL INCOME TRUST
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
------------------------------------- ------------ ---------- ----------------- -------------
Invesco VK California Value Muni
Income Trust Contractual 1.05% June 1, 2010 June 30, 2012
INVESCO XXX XXXXXX DYNAMICS CREDIT OPPORTUNITIES FUND
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
------------------------------------- ------------ ---------- ----------------- -------------
Invesco VK Dynamics Credit
Opportunities Fund Contractual 2.22% June 1, 2010 June 30, 2012
INVESCO XXX XXXXXX EXCHANGE FUND
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
------------------------------------- ------------ ---------- ----------------- -------------
Invesco VK Exchange Fund Contractual 0.52% June 1, 2010 June 30, 2012
INVESCO XXX XXXXXX HIGH INCOME TRUST II
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
------------------------------------- ------------ ---------- ----------------- -------------
Invesco VK High Income Trust II Contractual 2.02% June 1, 2010 June 30, 2012
INVESCO XXX XXXXXX MASSACHUSETTES VALUE MUNICIPAL INCOME TRUST
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
------------------------------------- ------------ ---------- ----------------- -------------
Invesco VK Massachusetts Value
Municipal Income Trust Contractual 1.18% June 1, 2010 June 30, 2012
3
as of June 6, 2011
INVESCO XXX XXXXXX MUNICIPAL OPPORTUNITIES TRUST
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
------------------------------------- ------------ ---------- ----------------- -------------
Invesco VK Municipal Opportunities
Trust Contractual 1.03% June 1, 2010 June 30, 2012
INVESCO XXX XXXXXX MUNICIPAL TRUST
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
------------------------------------- ------------ ---------- ----------------- -------------
Invesco VK Municipal Trust Contractual 0.94% June 1, 2010 June 30, 2012
INVESCO XXX XXXXXX OHIO QUALITY MUNICIPAL TRUST
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
------------------------------------- ------------ ---------- ----------------- -------------
Invesco VK Ohio Quality Municipal
Trust Contractual 1.02% June 1, 2010 June 30, 0000
XXXXXXX XXX XXXXXX XXXXXXXXXXXX VALUE MUNICIPAL INCOME TRUST
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
------------------------------------- ------------ ---------- ----------------- -------------
Invesco VK Pennsylvania Value
Municipal Income Trust Contractual 0.98% June 1, 2010 June 30, 2012
INVESCO XXX XXXXXX SELECT SECTOR MUNICIPAL TRUST
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
------------------------------------- ------------ ---------- ----------------- -------------
Invesco VK Select Sector Municipal
Trust Contractual 1.07% June 1, 2010 June 30, 2012
INVESCO XXX XXXXXX SENIOR INCOME TRUST
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
------------------------------------- ------------ ---------- ----------------- -------------
Invesco VK Senior Income Trust Contractual 2.07% June 1, 2010 June 30, 2012
INVESCO XXX XXXXXX SENIOR LOAN FUND
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
------------------------------------- ------------ ---------- ----------------- -------------
Invesco VK Senior Loan Fund
Class A Contractual 1.32%(2) June 6, 2011 June 30, 2012
Class B Contractual 2.07%(2) June 6, 2011 June 30, 2012
Class C Contractual 2.07%(2) June 6, 2011 June 30, 2012
Class IB Contractual 1.32% June 6, 2011 June 30, 2012
Class IC Contractual 1.32%(2) June 6, 2011 June 30, 2012
4
as of June 6, 2011
INVESCO XXX XXXXXX TRUST FOR INSURED MUNICIPALS
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
------------------------------------- ------------ ---------- ----------------- -------------
Invesco VK Trust for Insured June 30, 2012
Municipals Contractual 1.10% June 1, 2010
INVESCO XXX XXXXXX TRUST FOR INVESTMENT GRADE MUNICIPALS
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
------------------------------------- ------------ ---------- ----------------- -------------
Invesco VK Trust for Investment
Grade Municipals Contractual 0.99% June 1, 2010 June 30, 2012
INVESCO XXX XXXXXX TRUST FOR INVESTMENT GRADE NEW JERSEY MUNICIPALS
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
------------------------------------- ------------ ---------- ----------------- -------------
Invesco VK Trust for Investment
Grade New Jersey Municipals Contractual 1.08% June 1, 2010 June 30, 2012
INVESCO XXX XXXXXX TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
------------------------------------- ------------ ---------- ----------------- -------------
Invesco VK Trust for Investment
Grade New York Municipals Contractual 1.02% June 1, 2010 June 30, 2012
(1) The total operating expenses of any class of shares established after the
date of this Memorandum of Agreement will be limited to the amount
established for Class A Shares plus the difference between the new class
12b-1 rate and the Class A 12b-1 rate.
(2) The expense limit shown is the expense limit after Rule 12b-1 fee waivers
by Invesco Distributors, Inc.
5
