SUB-ITEM 77Q1 (E)
INVESCO ▇▇▇ ▇▇▇▇▇▇ OHIO QUALITY MUNICIPAL TRUST
MEMORANDUM OF AGREEMENT
(EXPENSE LIMITATIONS)
This Memorandum of Agreement is entered into as of the Effective Date
on the attached exhibits (the "Exhibits"), between 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 ▇▇▇ ▇▇▇▇▇▇ Massachusetts Value Municipal Income Trust,
Invesco ▇▇▇ ▇▇▇▇▇▇ Municipal Opportunity Trust, Invesco ▇▇▇ ▇▇▇▇▇▇ Municipal
Trust, Invesco ▇▇▇ ▇▇▇▇▇▇ Ohio Quality Municipal Trust, Invesco ▇▇▇ ▇▇▇▇▇▇
Pennsylvania Value Municipal Income Trust, Invesco ▇▇▇ ▇▇▇▇▇▇ Select Sector
Municipal Trust, Invesco ▇▇▇ ▇▇▇▇▇▇ Senior Income Trust, Invesco ▇▇▇ ▇▇▇▇▇▇
Senior Loan Fund, Invesco ▇▇▇ ▇▇▇▇▇▇ Trust for Insured Municipals, Invesco ▇▇▇
▇▇▇▇▇▇ Trust for Investment Grade Municipals, Invesco ▇▇▇ ▇▇▇▇▇▇ Trust for
Investment Grade New Jersey Municipals and Invesco ▇▇▇ ▇▇▇▇▇▇ Trust for
Investment Grade New York Municipals (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 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 Trusts and Invesco agree as follows:
For the Contractual Limits (listed in Exhibit A), the Trusts 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 Exhibits 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 Board of Trustees of the Trust 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 Trusts and Invesco agree to
review the then-current expense limitations for each class of each Fund listed
on the Exhibits 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 Trusts and Invesco have agreed
to continue them. The Exhibits will be amended to reflect any such agreement.
It is expressly agreed that the obligations of each Trust 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 each Fund, 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 the Trusts, and this Memorandum of Agreement has
been executed and delivered by an authorized officer of the Trusts 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 and Invesco have entered into
this Memorandum of Agreement as of the Effective Dates on the attached Exhibits.
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 ▇▇▇ ▇▇▇▇▇▇ Massachusetts Value Municipal Income Trust
INVESCO ▇▇▇ ▇▇▇▇▇▇ Municipal Opportunity Trust
INVESCO ▇▇▇ ▇▇▇▇▇▇ Municipal Trust
INVESCO ▇▇▇ ▇▇▇▇▇▇ Ohio Quality Municipal Trust
INVESCO ▇▇▇ ▇▇▇▇▇▇ Pennsylvania Value Municipal Income Trust
INVESCO ▇▇▇ ▇▇▇▇▇▇ Select Sector Municipal Trust
INVESCO ▇▇▇ ▇▇▇▇▇▇ Senior Income Trust
INVESCO ▇▇▇ ▇▇▇▇▇▇ Senior Loan Fund
INVESCO ▇▇▇ ▇▇▇▇▇▇ Trust for Insured Municipals
INVESCO ▇▇▇ ▇▇▇▇▇▇ Trust for Investment Grade Municipals
INVESCO ▇▇▇ ▇▇▇▇▇▇ Trust for Investment Grade New Jersey
Municipals INVESCO ▇▇▇ ▇▇▇▇▇▇ Trust for Investment Grade New
York Municipals on behalf of the Funds listed in the Exhibits
to this Memorandum of Agreement
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
Title: Senior Vice President
-------------------------------
Invesco Advisers, Inc.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
Title: Senior Vice President
---------------------------------
2
as of November 16, 2010
EXHIBIT "A" -- RETAIL FUNDS(1)
INVESCO ▇▇▇ ▇▇▇▇▇▇ 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 ▇▇▇ ▇▇▇▇▇▇ BOND FUND
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- --------- ---------- ------------- ----
Invesco ▇▇ ▇▇▇▇ Fund Contractual 0.58% June 1, 2010 June 30, ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ 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 ▇▇▇ ▇▇▇▇▇▇ 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 ▇▇▇ ▇▇▇▇▇▇ 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 ▇▇▇ ▇▇▇▇▇▇ 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 ▇▇▇ ▇▇▇▇▇▇ 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
as of November 16, 2010
INVESCO ▇▇▇ ▇▇▇▇▇▇ 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 ▇▇▇ ▇▇▇▇▇▇ 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 ▇▇▇ ▇▇▇▇▇▇ 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, ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ 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 ▇▇▇ ▇▇▇▇▇▇ SELECT SECTOR MUNICIPAL RUST
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 ▇▇▇ ▇▇▇▇▇▇ 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 ▇▇▇ ▇▇▇▇▇▇ SENIOR LOAN FUND
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- --------- ---------- ------------- ----
Invesco VK Senior Loan Fund
Class A Contractual 1.53%2 June 1, 2010 June 30, 2012
Class B Contractual 2.28%2 June 1, 2010 June 30, 2012
Class C Contractual 2.28%2 June 1, 2010 June 30, 2012
Class IB Contractual 1.53% June 1, 2010 June 30, 2012
Class IC Contractual 1.53%2 June 1, 2010 June 30, 2012
as of November 16, 2010
INVESCO ▇▇▇ ▇▇▇▇▇▇ TRUST FOR INSURED MUNICIPALS
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- --------- ---------- ------------- ----
Invesco VK Trust for Insured
Municipals Contractual 1.10% June 1, 2010 June 30, 2012
INVESCO ▇▇▇ ▇▇▇▇▇▇ 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 ▇▇▇ ▇▇▇▇▇▇ 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 ▇▇▇ ▇▇▇▇▇▇ 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 Distributorors, Inc.
