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 Advantage
Municipal Income Trust II, Invesco Bond Fund, Invesco California Value
Municipal Income Trust, Invesco Dynamic Credit Opportunities Fund, Invesco
Exchange Fund, Invesco High Income Trust II, Invesco Management Trust, Invesco
Municipal Income Opportunities Trust, Invesco Municipal Opportunity Trust,
Invesco Municipal Trust, Invesco Pennsylvania Value Municipal Income Trust,
Invesco Quality Municipal Income Trust, Invesco Securities Trust, Invesco
Senior Income Trust, Invesco Trust for Investment Grade Municipals, Invesco
Trust for Investment Grade New York Municipals and Invesco Value Municipal
Income 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, Invesco agrees 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 agree as follows:
1. Invesco agrees 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 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 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;
(b) "Investing Fund" - any Fund investing Cash Balances and/or Cash
Collateral in an Affiliated Money Market Fund; and
(c) "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 the Expiration Date without 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.
Subject to the foregoing paragraphs, Invesco agrees 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 Invesco has 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 ADVANTAGE MUNICIPAL INCOME TRUST II
INVESCO BOND FUND
INVESCO CALIFORNIA VALUE MUNICIPAL INCOME TRUST
INVESCO DYNAMIC CREDIT OPPORTUNITIES FUND
INVESCO EXCHANGE FUND
INVESCO HIGH INCOME TRUST II
INVESCO MANAGEMENT TRUST
INVESCO MUNICIPAL INCOME OPPORTUNITIES TRUST
INVESCO MUNICIPAL OPPORTUNITY TRUST
INVESCO MUNICIPAL TRUST
INVESCO PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST
INVESCO QUALITY MUNICIPAL INCOME TRUST
INVESCO SECURITIES TRUST
INVESCO SENIOR INCOME TRUST
INVESCO TRUST FOR INVESTMENT GRADE MUNICIPALS
INVESCO TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS
INVESCO VALUE MUNICIPAL INCOME TRUST
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
EXHIBIT A TO ADVISORY FEE MOA
AIM COUNSELOR SERIES
TRUST (INVESCO
COUNSELOR SERIES EXPIRATION
TRUST) WAIVER DESCRIPTION EFFECTIVE DATE DATE
-------------------- ------------------------------------- -------------- -----------
Invesco Strategic Invesco will waive advisory fees in 4/30/2014 06/30/2017
Real Return Fund an amount equal to the advisory fees
earned on underlying affiliated
investments
AIM INVESTMENT
FUNDS (INVESCO EXPIRATION
INVESTMENT FUNDS WAIVER DESCRIPTION EFFECTIVE DATE DATE
-------------------- ------------------------------------- -------------- -----------
Invesco Global Invesco will waive advisory fees in 12/17/2013 06/30/2017
Targeted Returns an amount equal to the advisory fees
Fund earned on underlying affiliated
investments
Invesco Strategic Invesco will waive advisory fees in 5/2/2014 06/30/2017
Income Fund an amount equal to the advisory fees
earned on underlying affiliated
investments
Invesco Invesco will waive advisory fees in 10/14/2014 06/30/2017
Unconstrained an amount equal to the advisory fees
Bond Fund earned on underlying affiliated
investments
AIM TREASURER'S
SERIES TRUST
(INVESCO TREASURER'S EXPIRATION
SERIES TRUST) WAIVER DESCRIPTION EFFECTIVE DATE DATE
-------------------- ------------------------------------- -------------- -----------
Premier Portfolio Invesco will waive advisory fees in 2/1/2011 12/31/2016
the amount of 0.07% of the Fund's
average daily net assets
Premier U.S. Invesco will waive advisory fees in 2/1/2011 12/31/2016
Government Money the amount of 0.07% of the Fund's
Portfolio average daily net assets
EXHIBIT "B"
AIM COUNSELOR SERIES TRUST (INVESCO COUNSELOR SERIES TRUST)
PORTFOLIO EFFECTIVE DATE COMMITTED UNTIL
--------- ------------------- ---------------
Invesco American Franchise Fund February 12, 2010 June 30, 0000
Xxxxxxx Xxxxxxxxxx Tax-Free Income Fund February 12, 2010 June 30, 2017
Invesco Core Plus Bond Fund June 2, 2009 June 30, 2017
Invesco Equally-Weighted S&P 500 Fund February 12, 2010 June 30, 2017
Invesco Equity and Income Fund February 12, 2010 June 30, 2017
Invesco Floating Rate Fund July 1, 2007 June 30, 2017
Invesco Global Real Estate Income Fund July 1, 2007 June 30, 2017
Invesco Growth and Income Fund February 12, 2010 June 30, 2017
Invesco Low Volatility Equity Yield Fund July 1, 2007 June 30, 0000
Xxxxxxx Xxxxxxxxxxxx Tax Free Income Fund February 12, 2010 June 30, 2017
Invesco S&P 500 Index Fund February 12, 2010 June 30, 2017
Invesco Short Duration High Yield Municipal Fund September 30, 2015 June 30, 2017
Invesco Small Cap Discovery Fund February 12, 2010 June 30, 2017
Invesco Strategic Real Return Fund April 30, 2014 June 30, 2017
AIM EQUITY FUNDS (INVESCO EQUITY FUNDS)
PORTFOLIO EFFECTIVE DATE COMMITTED UNTIL
--------- ------------------- ---------------
Invesco Charter Fund July 1, 2007 June 30, 2017
Invesco Diversified Dividend Fund July 1, 2007 June 30, 0000
Xxxxxxx Xxxxxx Fund July 1, 2007 June 30, 2017
AIM FUNDS GROUP (INVESCO FUNDS GROUP)
FUND EFFECTIVE DATE COMMITTED UNTIL
---- ------------------- ---------------
Invesco European Small Company Fund July 1, 2007 June 30, 2017
Invesco Global Core Equity Fund July 1, 2007 June 30, 2017
Invesco International Small Company Fund July 1, 2007 June 30, 2017
Invesco Small Cap Equity Fund July 1, 2007 June 30, 2017
AIM GROWTH SERIES (INVESCO GROWTH SERIES)
FUND EFFECTIVE DATE COMMITTED UNTIL
---- ------------------- ---------------
Invesco Convertible Securities Fund February 12, 2010 June 30, 2017
Invesco Global Low Volatility Equity Yield Fund July 1, 2007 June 30, 2017
Invesco Mid Cap Core Equity Fund July 1, 2007 June 30, 2017
Invesco Small Cap Growth Fund July 1, 2007 June 30, 0000
Xxxxxxx X.X. Mortgage Fund February 12, 2010 June 30, 2017
AIM INTERNATIONAL MUTUAL FUNDS (INVESCO INTERNATIONAL MUTUAL FUNDS)
FUND EFFECTIVE DATE COMMITTED UNTIL
---- ------------------ ---------------
Invesco Asia Pacific Growth Fund July 1, 2007 June 30, 2017
Invesco European Growth Fund July 1, 2007 June 30, 2017
Invesco Global Growth Fund July 1, 2007 June 30, 2017
Invesco Global Opportunities Fund August 3, 2012 June 30, 2017
Invesco Global Small & Mid Cap Growth Fund July 1, 2007 June 30, 2017
Invesco International Companies Fund December 21, 2015 June 30, 2017
Invesco International Core Equity Fund July 1, 2007 June 30, 2017
Invesco International Growth Fund July 1, 2007 June 30, 2017
Invesco Select Opportunities Fund August 3, 2012 June 30, 2017
AIM INVESTMENT FUNDS (INVESCO INVESTMENT FUNDS)
FUND EFFECTIVE DATE COMMITTED UNTIL
---- ------------------------------------- ---------------
Invesco All Cap Market Neutral Fund December 17, 2013 June 30, 2017
Invesco Balanced-Risk Allocation Fund1 May 29, 2009 June 30, 2017
Invesco Balanced-Risk Commodity Strategy Fund/2/ November 29, 2010 June 30, 2017
Invesco Developing Markets Fund July 1, 2007 June 30, 2017
Invesco Emerging Markets Equity Fund May 11, 2011 June 30, 2017
Invesco Emerging Market Local Currency Debt Fund June 14, 2010 June 30, 2017
Invesco Endeavor Fund July 1, 2007 June 30, 2017
Invesco Global Health Care Fund July 1, 2007 June 30, 2017
Invesco Global Infrastructure Fund May 2, 2014 June 30, 2017
Invesco Global Market Neutral Fund December 17, 2013 June 30, 2017
Invesco Global Markets Strategy Fund/3/ September 25, 2012 June 30, 2017
Invesco Global Targeted Returns Fund/4/ December 17, 2013 June 30, 2017
Invesco Greater China Fund July 1, 2007 June 30, 2017
Invesco International Total Return Fund July 1, 2007 June 30, 2017
Invesco Long/Short Equity Fund December 17, 2013 June 30, 2017
Invesco Low Volatility Emerging Markets Fund December 17, 2013 June 30, 2017
Invesco Macro International Equity Fund December 17, 2013 June 30, 2017
Invesco Macro Long/Short Fund December 17, 2013 June 30, 2017
Invesco MLP Fund August 29, 2014 June 30, 2017
Invesco Pacific Growth Fund February 12, 2010 June 30, 2017
Invesco Premium Income Fund December 13, 2011 June 30, 2017
Invesco Select Companies Fund July 1, 2007 June 30, 2017
Invesco Strategic Income Fund May 2, 2014 June 30, 2017
Invesco Unconstrained Bond Fund October 14, 2014 June 30, 2017
AIM INVESTMENT SECURITIES FUNDS (INVESCO INVESTMENT SECURITIES FUNDS)
FUND EFFECTIVE DATE COMMITTED UNTIL
---- ------------------------------------- ---------------
Invesco Corporate Bond Fund February 12, 2010 June 30, 2017
Invesco Global Real Estate Fund July 1, 2007 June 30, 2017
Invesco High Yield Fund July 1, 2007 June 30, 2017
Invesco Limited Maturity Treasury Fund/5/ July 1, 2007 June 30, 2017
Invesco Money Market Fund July 1, 2007 June 30, 2017
Invesco Real Estate Fund July 1, 2007 June 30, 2017
Invesco Short Term Bond Fund July 1, 2007 June 30, 0000
Xxxxxxx X.X. Government Fund July 1, 2007 June 30, 2017
--------
1 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.
2 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.
3 Advisory fees to be waived by Invesco for Invesco Global Markets 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
V, Ltd. invests.
4 Advisory fees to be waived by Invesco for Invesco Global Targeted Returns
Fund also include advisory fees that Invesco receives on the Uninvested Cash
from the Affiliated Money Market Fund in which Invesco Cayman Commodity Fund
VII, Ltd. invests.
5 Effective December 31, 2015, Invesco Limited Maturity Treasury Fund will
change its name to Invesco Short Duration Inflation Protected Fund.
Sub-Item 77Q1(e)
AIM SECTOR FUNDS (INVESCO SECTOR FUNDS)
FUND EFFECTIVE DATE COMMITTED UNTIL
---- ------------------------------------- ---------------
Invesco American Value Fund February 12, 2010 June 30, 2017
Invesco Xxxxxxxx Fund February 12, 2010 June 30, 2017
Invesco Energy Fund July 1, 2007 June 30, 2017
Invesco Dividend Income Fund July 1, 2007 June 30, 2017
Invesco Gold & Precious Metals Fund July 1, 2007 June 30, 2017
Invesco Mid Cap Growth Fund February 12, 2010 June 30, 2017
Invesco Small Cap Value Fund February 12, 2010 June 30, 2017
Invesco Technology Fund July 1, 2007 June 30, 2017
Invesco Technology Sector Fund February 12, 2010 June 30, 2017
Invesco Value Opportunities Fund February 12, 2010 June 30, 2017
AIM TAX-EXEMPT FUNDS (INVESCO TAX-EXEMPT FUNDS)
FUND EFFECTIVE DATE COMMITTED UNTIL
---- ------------------------------------- ---------------
Invesco High Yield Municipal Fund February 12, 2010 June 30, 2017
Invesco Intermediate Term Municipal Income Fund February 12, 2010 June 30, 2017
Invesco Municipal Income Fund February 12, 2010 June 30, 2017
Invesco New York Tax Free Income Fund February 12, 2010 June 30, 2017
Invesco Tax-Exempt Cash Fund July 1, 2007 June 30, 2017
Invesco Limited Term Municipal Income Fund July 1, 2007 June 30, 2017
AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)
FUND EFFECTIVE DATE COMMITTED UNTIL
---- ------------------------------------- ---------------
Invesco V.I. American Franchise Fund February 12, 2010 June 30, 2017
Invesco V.I. American Value Fund February 12, 2010 June 30, 2017
Invesco V.I. Balanced-Risk Allocation Fund/5/ December 22, 2010 June 30, 2017
Invesco V.I. Xxxxxxxx Fund February 12, 2010 June 30, 2017
Invesco V.I. Core Equity Fund July 1, 2007 June 30, 2017
Invesco V.I. Core Plus Bond Fund April 30, 2015 June 30, 2017
Invesco V.I. Diversified Dividend Fund February 12, 2010 June 30, 2017
Invesco V.I. Equally-Weighted S&P 500 Fund February 12, 2010 June 30, 2017
Invesco V.I. Equity and Income Fund February 12, 2010 June 30, 2017
Invesco V.I. Global Core Equity Fund February 12, 2010 June 30, 2017
Invesco V.I. Global Health Care Fund July 1, 2007 June 30, 2017
Invesco V.I. Global Real Estate Fund July 1, 2007 June 30, 2017
Invesco V.I. Government Securities Fund July 1, 2007 June 30, 2017
Invesco V.I. Growth and Income Fund February 12, 2010 June 30, 2017
Invesco V.I. High Yield Fund July 1, 2007 June 30, 2017
Invesco V.I. International Growth Fund July 1, 2007 June 30, 2017
Invesco V.I. Managed Volatility Fund July 1, 2007 June 30, 2017
Invesco V.I. Mid Cap Core Equity Fund July 1, 2007 June 30, 2017
Invesco V.I. Mid Cap Growth Fund February 12, 2010 June 30, 2017
Invesco V.I. Money Market Fund July 1, 2007 June 30, 2017
Invesco V.I. S&P 500 Index Fund February 12, 2010 June 30, 2017
Invesco V.I. Small Cap Equity Fund July 1, 2007 June 30, 2017
Invesco V.I. Technology Fund July 1, 2007 June 30, 2017
Invesco V.I. Value Opportunities Fund July 1, 2007 June 30, 2017
/5/ Advisory fees to be waived by Invesco for Invesco V.I. 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 IV, Ltd. invests.
INVESCO EXCHANGE FUND
FUND EFFECTIVE DATE COMMITTED UNTIL
---- ------------------------------------- -------------------------------------
Invesco Exchange Fund September 30, 2015 June 30, 2017
INVESCO SECURITIES TRUST
FUND EFFECTIVE DATE COMMITTED UNTIL
---- ------------------------------------- -------------------------------------
Invesco Balanced-Risk Aggressive Allocation Fund January 16, 2013 June 30, 2017
INVESCO MANAGEMENT TRUST
FUND EFFECTIVE DATE COMMITTED UNTIL
---- ------------------------------------- -------------------------------------
Invesco Conservative Income Fund July 1, 2014 June 30, 2017
CLOSED-END FUNDS
FUND EFFECTIVE DATE COMMITTED UNTIL
---- ------------------------------------- -------------------------------------
Invesco Advantage Municipal Income Trust II May 15, 2012 June 30, 2017
Invesco Bond Fund August 26, 2015 June 30, 0000
Xxxxxxx Xxxxxxxxxx Value Municipal Income Trust May 15, 2012 June 30, 2017
Invesco Dynamic Credit Opportunities Fund May 15, 2012 June 30, 2017
Invesco High Income Trust II May 15, 2012 June 30, 2017
Invesco Municipal Income Opportunities Trust August 26, 2015 June 30, 2017
Invesco Municipal Opportunity Trust May 15, 2012 June 30, 2017
Invesco Municipal Trust May 15, 2012 June 30, 0000
Xxxxxxx Xxxxxxxxxxxx Value Municipal Income
Trust May 15, 2012 June 30, 2017
Invesco Quality Municipal Income Trust August 26, 2015 June 30, 2017
Invesco Senior Income Trust May 15, 2012 June 30, 2017
Invesco Trust for Investment Grade Municipals May 15, 2012 June 30, 2017
Invesco Trust for Investment Grade New York
Municipals May 15, 2012 June 30, 2017
Invesco Value Municipal Income Trust June 1, 2010 June 30, 2017
Sub-Item 77Q1(e)
MASTER INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT is made this 30/th/ day of September, 2015, by and between
Invesco Exchange Fund, a Delaware Statutory Trust (the "Fund"), and Invesco
Advisers, Inc., a Delaware corporation (the "Adviser").
RECITALS
WHEREAS, the Fund is registered under the Investment Company Act of 1940, as
amended (the "1940 Act"), as an open-end management investment company;
WHEREAS, the Adviser is registered under the Investment Advisers Act of
1940, as amended (the "Advisers Act"), as an investment advisor and engages in
the business of acting as an investment advisor;
WHEREAS, the Fund and the Adviser desire to enter into an agreement to
provide for investment advisory services to the Fund upon the terms and
conditions hereinafter set forth;
NOW THEREFORE, in consideration of the mutual covenants herein contained and
other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties agree as follows:
1. ADVISORY SERVICES. The Adviser shall act as investment advisor for the
Fund and shall, in such capacity, supervise all aspects of the Fund's
operations, including the investment and reinvestment of cash, securities or
other properties comprising the Fund's assets, subject at all times to the
policies and control of the Board of Trustees. The Adviser shall give the
Fund the benefit of its best judgment, efforts and facilities in rendering
its services as investment advisor.
2. INVESTMENT ANALYSIS AND IMPLEMENTATION. In carrying out its
obligations under Section 1 hereof, the Adviser shall:
(a) supervise all aspects of the operations of the Fund;
(b) obtain and evaluate pertinent information about significant
developments and economic, statistical and financial data, domestic,
foreign or otherwise, whether affecting the economy generally or the
Fund, and whether concerning the individual issuers whose securities are
included in the assets of the Fund or the activities in which such
issuers engage, or with respect to securities which the Adviser
considers desirable for inclusion in the Fund's assets;
(c) determine which issuers and securities shall be represented in
the Fund's investment portfolios and regularly report thereon to the
Board of Trustees;
(d) formulate and implement continuing programs for the purchases and
sales of the securities of such issuers and regularly report thereon to
the Board of Trustees; and
(e) take, on behalf of the Fund, all actions which appear to the Fund
necessary to carry into effect such purchase and sale programs and
supervisory functions as aforesaid, including but not limited to the
placing of orders for the purchase and sale of securities for the Fund.
3. SECURITIES LENDING DUTIES AND FEES. The Adviser agrees to provide the
following services in connection with the securities lending activities of
the Fund: (a) oversee participation in the securities lending program to
ensure compliance with all applicable regulatory and investment guidelines;
(b) assist the securities lending agent or principal (the "Agent") in
determining which specific securities are available for loan; (c) monitor
the Agent to ensure that securities loans are effected in accordance with
the Adviser's instructions and with procedures adopted by the Board of
Trustees; (d) prepare appropriate periodic reports for, and seek appropriate
approvals from, the Board of Trustees with respect to securities lending
activities; (e) respond to Agent inquiries; and (f) perform such other
duties as necessary.
As compensation for such services provided by the Adviser in connection
with securities lending activities, the Fund shall pay the Adviser a fee
equal to 25% of the net monthly interest or fee income retained or paid to
the Fund from such activities.
4. DELEGATION OF RESPONSIBILITIES. The Adviser is authorized to delegate
any or all of its rights, duties and obligations under this Agreement to one
or more sub-advisers, and may enter into agreements with sub-advisers, and
may replace any such sub-advisers from time to time in its discretion, in
accordance with the 1940 Act, the Advisers Act, and rules and regulations
thereunder, as such statutes, rules and regulations are amended from time to
time or are interpreted from time to time by the staff of the Securities and
Exchange Commission ("SEC"), and if applicable, exemptive orders or similar
relief granted by the SEC and upon receipt of approval of such sub-advisers
by the Board of Trustees and by shareholders (unless any such approval is
not required by such statutes, rules, regulations, interpretations, orders
or similar relief).
5. INDEPENDENT CONTRACTORS. The Adviser and any sub-advisers shall for
all purposes herein be deemed to be independent contractors and shall,
unless otherwise expressly provided or authorized, have no authority to act
for or represent the Fund in any way or otherwise be deemed to be an agent
of the Fund.
6. CONTROL BY BOARD OF TRUSTEES. Any investment program undertaken by the
Adviser pursuant to this Agreement, as well as any other activities
undertaken by the Adviser on behalf of the Fund, shall at all times be
subject to any directives of the Board of Trustees.
7. COMPLIANCE WITH APPLICABLE REQUIREMENTS. In carrying out its
obligations under this Agreement, the Adviser shall at all times conform to:
(a) all applicable provisions of the 1940 Act and the Advisers Act
and any rules and regulations adopted thereunder;
(b) the provisions of the registration statement of the Fund, as the
same may be amended from time to time under the Securities Act of 1933
and the 1940 Act;
(c) the provisions of the Declaration of Trust, as the same may be
amended from time to time;
(d) the provisions of the by-laws of the Fund, as the same may be
amended from time to time; and
(e) any other applicable provisions of state, federal or foreign law.
8. BROKER-DEALER RELATIONSHIPS. The Adviser is responsible for decisions
to buy and sell securities for the Fund, broker-dealer selection, and
negotiation of brokerage commission rates.
(a) The Adviser's primary consideration in effecting a security
transaction will be to obtain the best execution.
(b) In selecting a broker-dealer to execute each particular
transaction, the Adviser will take the following into consideration: the
best net price available; the reliability, integrity and financial
condition of the broker-dealer; the size of and the difficulty in
executing the order; and the value of the expected contribution of the
broker-dealer to the investment performance of the Fund on a continuing
basis. Accordingly, the price to the Fund in any transaction may be less
favorable than that available from another broker-dealer if the
difference is reasonably justified by other aspects of the fund
execution services offered.
(c) Subject to such policies as the Board of Trustees may from time
to time determine, the Adviser shall not be deemed to have acted
unlawfully or to have breached any duty created by this Agreement or
otherwise solely by reason of its having caused the Fund to pay a broker
or dealer that provides brokerage and research services to the Adviser
an amount of commission for effecting a fund investment transaction in
excess of the amount of commission another broker or dealer would have
charged for effecting that transaction, if the Adviser determines in
good faith that such amount of commission was reasonable in relation to
the value of
2
the brokerage and research services provided by such broker or dealer,
viewed in terms of either that particular transaction or the Adviser's
overall responsibilities with respect to the Fund, and to other clients
of the Adviser as to which the Adviser exercises investment discretion.
The Adviser is further authorized to allocate the orders placed by it on
behalf of the Fund to such brokers and dealers who also provide research
or statistical material, or other services to the Fund, to the Adviser,
or to any sub-adviser. Such allocation shall be in such amounts and
proportions as the Adviser shall determine and the Adviser will report
on said allocations regularly to the Board of Trustees indicating the
brokers to whom such allocations have been made and the basis therefor.
(d) With respect to the Fund, to the extent the Adviser does not
delegate trading responsibility to one or more sub-advisers, in making
decisions regarding broker-dealer relationships, the Adviser may take
into consideration the recommendations of any sub-adviser appointed to
provide investment research or advisory services in connection with the
Fund, and may take into consideration any research services provided to
such sub-adviser by broker-dealers.
(e) Subject to the other provisions of this Section 8, the 1940 Act,
the Securities Exchange Act of 1934, and rules and regulations
thereunder, as such statutes, rules and regulations are amended from
time to time or are interpreted from time to time by the staff of the
SEC, any exemptive orders issued by the SEC, and any other applicable
provisions of law, the Adviser may select brokers or dealers with which
it or the Fund are affiliated.
9. COMPENSATION. The compensation that the Fund shall pay the Adviser is
set forth in Appendix A attached hereto.
10. EXPENSES OF THE FUND. All of the ordinary business expenses incurred
in the operations of the Fund and the offering of its shares shall be borne
by the Fund unless specifically provided otherwise in this Agreement. These
expenses borne by the Fund include but are not limited to brokerage
commissions, taxes, legal, accounting, auditing, or governmental fees, the
cost of preparing share certificates, custodian, transfer and shareholder
service agent costs, expenses of issue, sale, redemption and repurchase of
shares, expenses of registering and qualifying shares for sale, expenses
relating to trustees and shareholder meetings, the cost of preparing and
distributing reports and notices to shareholders, the fees and other
expenses incurred by the Fund in connection with membership in investment
company organizations and the cost of printing copies of prospectuses and
statements of additional information distributed to the Fund's shareholders.
11. SERVICES TO OTHER COMPANIES OR ACCOUNTS. The Fund understands that
the Adviser now acts, will continue to act and may act in the future as
investment manager or Adviser to fiduciary and other managed accounts, and
as investment manager or adviser to other investment companies, including
any offshore entities, or accounts, and the Fund has no objection to the
Adviser so acting, provided that whenever the Fund and one or more other
investment companies or accounts managed or advised by the Adviser have
available funds for investment, investments suitable and appropriate for
each will be allocated in accordance with a formula believed to be equitable
to each company and account. The Fund recognizes that in some cases this
procedure may adversely affect the size of the positions obtainable and the
prices realized for the Fund.
12. NON-EXCLUSIVITY. The Fund understands that the persons employed by
the Adviser to assist in the performance of the Adviser's duties under this
Agreement will not devote their full time to such service and nothing
contained in this Agreement shall be deemed to limit or restrict the right
of the Adviser or any affiliate of the Adviser to engage in and devote time
and attention to other businesses or to render services of whatever kind or
nature. The Fund further understands and agrees that officers or directors
of the Adviser may serve as officers or partners of the Fund, and that
officers or partners of the Fund may serve as officers or directors of the
Adviser to the extent permitted by law; and that the officers and directors
of the Adviser are not prohibited from engaging in any other business
activity or from rendering services to any other person, or from serving as
partners, officers, directors or trustees of any other firm or trust,
including other investment advisory companies.
13. EFFECTIVE DATE, TERM AND APPROVAL. This Agreement shall become
effective with respect to the Fund, if approved by the shareholders of the
Fund, on the date indicated above. If so approved, this Agreement shall
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thereafter continue in force and effect until two years after the date
indicated above, and may be continued from year to year thereafter, provided
that the continuation of the Agreement is specifically approved at least
annually:
(a) (i) by the Board of Trustees or (ii) by the vote of "a majority
of the outstanding voting securities" of the Fund (as defined in
Section 2(a)(42) of the 0000 Xxx); and
(b) by the affirmative vote of a majority of the Trustees who are not
parties to this Agreement or "interested persons" (as defined in the
0000 Xxx) of a party to this Agreement (other than as Trustees of the
Fund), by votes cast in person at a meeting specifically called for such
purpose.
14. TERMINATION. This Agreement may be terminated as to the Fund at any
time, without the payment of any penalty, by vote of the Board of Trustees
or by vote of a majority of the outstanding voting securities of the Fund,
or by the Adviser, on sixty (60) days' written notice to the other party.
The notice provided for herein may be waived by the party entitled to
receipt thereof. This Agreement shall automatically terminate in the event
of its assignment, the term "assignment" for purposes of this paragraph
having the meaning defined in Section 2(a)(4) of the 1940 Act.
15. AMENDMENT. No amendment of this Agreement shall be effective unless
it is in writing and signed by the party against which enforcement of the
amendment is sought.
16. LIABILITY OF ADVISER AND FUND. In the absence of willful misfeasance,
bad faith, gross negligence or reckless disregard of obligations or duties
hereunder on the part of the Adviser or any of its officers, directors or
employees, the Adviser shall not be subject to liability to the Fund or to
any shareholder of the Fund for any act or omission in the course of, or
connected with, rendering services hereunder or for any losses that may be
sustained in the purchase, holding or sale of any security.
17. LIABILITY OF SHAREHOLDERS. Notice is hereby given that, as provided
by applicable law, the obligations of or arising out of this Agreement are
not binding upon any of the shareholders of the Fund individually but are
binding only upon the assets and property of the Fund and that the
shareholders shall be entitled, to the fullest extent permitted by
applicable law, to the same limitation on personal liability as shareholders
of private corporations for profit.
18. NOTICES. Any notices under this Agreement shall be in writing,
addressed and delivered, telecopied or mailed postage paid, to the other
party entitled to receipt thereof at such address as such party may
designate for the receipt of such notice. Until further notice to the other
party, it is agreed that the address of the Fund and that of the Adviser
shall be 00 Xxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000-0000.
19. QUESTIONS OF INTERPRETATION. Any question of interpretation of any
term or provision of this Agreement having a counterpart in or otherwise
derived from a term or provision of the 1940 Act or the Advisers Act shall
be resolved by reference to such term or provision of the 1940 Act or the
Advisers Act and to interpretations thereof, if any, by the United States
Courts or in the absence of any controlling decision of any such court, by
rules, regulations or orders of the SEC issued pursuant to said Acts. In
addition, where the effect of a requirement of the 1940 Act or the Advisers
Act reflected in any provision of the Agreement is revised by rule,
regulation or order of the SEC, such provision shall be deemed to
incorporate the effect of such rule, regulation or order. Subject to the
foregoing, this Agreement shall be governed by and construed in accordance
with the laws (without reference to conflicts of law provisions) of the
State of Texas.
20. LICENSE AGREEMENT. The Fund shall have the non-exclusive right to use
the name "Invesco" to designate any current or future series of shares only
so long as Invesco Advisers, Inc. serves as investment manager or Adviser to
the Fund with respect to such series of shares.
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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.
INVESCO EXCHANGE FUND
Attest:
/s/ Xxxxx Xxxxxxxx By: /s/ Xxxx X. Xxxx
--------------------------------------- --------------------------------------
ASSISTANT SECRETARY Name: Xxxx X. Xxxx
Title: Senior Vice President
(SEAL)
INVESCO ADVISERS, INC.
Attest:
/s/ Xxxxx Xxxxxxx By: /s/ Xxxx X. Xxxx
--------------------------------------- --------------------------------------
ASSISTANT SECRETARY Name: Xxxx X. Xxxx
Title: Senior Vice President
(SEAL)
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APPENDIX A
COMPENSATION TO THE ADVISER
The Fund shall pay the Adviser, out of its assets, as full compensation for all
services rendered, an advisory fee for the Fund set forth below. Such fee shall
be calculated by applying the following annual rates to the average daily net
assets of the Fund for the calendar year.
FUND ANNUAL RATE
---- -----------
Invesco Exchange Fund 0.30% of the Fund's average net assets
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