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 Advantage Municipal Income Trust II, Invesco
Bond Fund, Invesco California Value Municipal Income Trust, Invesco Dynamic
Credit Opportunities Fund, Invesco High Income Trust II, Invesco Municipal
Opportunity Trust, Invesco Municipal Trust, Invesco Pennsylvania Value
Municipal Income Trust, Invesco Senior Income Trust, Invesco Senior Loan Fund,
Invesco Trust for Investment Grade Municipals, Invesco Trust for Investment
Grade New York Municipals and Invesco Xxx Xxxxxx Exchange Fund (each a "Fund"
and collectively, the "Funds") 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
managed by Invesco or its affiliates 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 Uninvested Cash 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 Fund 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 ADVANTAGE MUNICIPAL INCOME
TRUST II
INVESCO BOND FUND
INVESCO CALIFORNIA VALUE MUNICIPAL
INCOME TRUST
INVESCO DYNAMIC CREDIT OPPORTUNITIES
FUND
INVESCO HIGH INCOME TRUST II
INVESCO MUNICIPAL OPPORTUNITY TRUST
INVESCO MUNICIPAL TRUST
INVESCO PENNSYLVANIA VALUE MUNICIPAL
INCOME TRUST
INVESCO SENIOR INCOME TRUST
INVESCO SENIOR LOAN FUND
INVESCO TRUST FOR INVESTMENT GRADE
MUNICIPALS
INVESCO TRUST FOR INVESTMENT GRADE
NEW YORK MUNICIPALS
INVESCO XXX XXXXXX EXCHANGE FUND
By: /s/ Xxxx X. Xxxx
------------------------------
Title: Senior Vice President
INVESCO ADVISERS, INC.
By: /s/ Xxxx X. Xxxx
------------------------------
Title: Senior Vice President
2
EXHIBIT "A"
INVESCO ADVANTAGE MUNICIPAL INCOME TRUST II
FUND EFFECTIVE DATE COMMITTED UNTIL
---- -------------- ---------------
Invesco Advantage Municipal
Income Trust May 15, 2012 June 30, 2014
INVESCO BOND FUND
FUND EFFECTIVE DATE COMMITTED UNTIL
---- -------------- ---------------
Invesco Bond Fund May 15, 2012 June 30, 0000
XXXXXXX XXXXXXXXXX VALUE MUNICIPAL INCOME TRUST
FUND EFFECTIVE DATE COMMITTED UNTIL
---- -------------- ---------------
Invesco California Value Municipal
Income Trust May 15, 2012 June 30, 2014
INVESCO DYNAMIC CREDIT OPPORTUNITIES FUND
FUND EFFECTIVE DATE COMMITTED UNTIL
---- -------------- ---------------
Invesco Dynamic Credit Opportunities
Fund May 15, 2012 June 30, 2014
INVESCO HIGH INCOME TRUST II
FUND EFFECTIVE DATE COMMITTED UNTIL
---- -------------- ---------------
Invesco High Income Trust II May 15, 2012 June 30, 2014
INVESCO MUNICIPAL OPPORTUNITY TRUST
FUND EFFECTIVE DATE COMMITTED UNTIL
---- -------------- ---------------
Invesco Municipal Opportunity Trust May 15, 2012 June 30, 2014
INVESCO MUNICIPAL TRUST
FUND EFFECTIVE DATE COMMITTED UNTIL
---- -------------- ---------------
Invesco Municipal Trust May 15, 2012 June 30, 0000
XXXXXXX XXXXXXXXXXXX VALUE MUNICIPAL INCOME TRUST
FUND EFFECTIVE DATE COMMITTED UNTIL
---- -------------- ---------------
Invesco Pennsylvania Value
Municipal Income Trust May 15, 2012 June 30, 2014
A-1
INVESCO SENIOR INCOME TRUST
FUND EFFECTIVE DATE COMMITTED UNTIL
---- -------------- ---------------
Invesco Senior Income Trust May 15, 2012 June 30, 2014
INVESCO SENIOR LOAN FUND
FUND EFFECTIVE DATE COMMITTED UNTIL
---- -------------- ---------------
Invesco Senior Loan Fund May 15, 2012 June 30, 2014
INVESCO TRUST FOR INVESTMENT GRADE MUNICIPALS
FUND EFFECTIVE DATE COMMITTED UNTIL
---- -------------- ---------------
Invesco Trust for Investment
Grade Municipals May 15, 2012 June 30, 2014
INVESCO TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS
FUND EFFECTIVE DATE COMMITTED UNTIL
---- -------------- ---------------
Invesco Trust for Investment Grade
New York Municipals May 15, 2012 June 30, 2014
INVESCO XXX XXXXXX EXCHANGE FUND
FUND EFFECTIVE DATE COMMITTED UNTIL
---- -------------- ---------------
Invesco Xxx Xxxxxx Exchange Fund May 15, 2012 June 30, 2014
A-2
Sub-Item 77Q1 (e)
AMENDMENT NO. 1
TO
MASTER INTERGROUP SUB-ADVISORY CONTRACT
This Amendment dated as of August 2, 2013, amends the Master Intergroup
Sub-Advisory Contract (the "Contract"), dated June 1, 2010 by and among Invesco
Advisers, Inc. (the "Adviser"), on behalf of Invesco Xxx Xxxxxx Exchange Fund
(the "Fund"), and each of Invesco Canada Ltd., Invesco Asset Management
Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management
(Japan) Ltd., Invesco Australia Limited, Invesco Hong Kong Limited, and Invesco
Senior Secured Management, Inc. (each a "Sub-Adviser" and, collectively, the
"Sub-Advisers").
WHEREAS, the Fund desires to amend the Agreement to change the name of the
Fund with Invesco Xxx Xxxxxx Exchange Fund to Invesco Exchange Fund;
IN WITNESS WHEREOF, the parties hereto have caused this Contract to be
executed by their officers designated as of the day and year first above
written.
INVESCO ADVISERS, INC.
Adviser
BY: /S/ XXXX X. XXXX
------------------------------
NAME: Xxxx X. Xxxx
TITLE: Senior Vice President
Sub-Item 77Q1 (e)
INVESCO ASSET MANAGEMENT DEUTSCHLAND INVESCO ASSET MANAGEMENT LIMITED
GMBH
Sub-Adviser Sub-Adviser
By: /s/ J. Langewand /s/ X. Xxxxxxx By: /s/ X X Xxxxxxxxx
---------------------------------------------------- ----------------------------------------
Name: Jens Langewand Xxxx Xxxxxxx Name: Xxxxxx Xxxxxxxxx
Title: Managing Director Managing Director Title: Director
INVESCO ASSET MANAGEMENT (JAPAN) LIMITED INVESCO AUSTRALIA LIMITED
Sub-Adviser Sub-Adviser
By: /s/ Xxxxxxxx Xxxxxxxx By: /s/ Xxxx Xxxxxxx
---------------------------------------------------- ----------------------------------------
Name: Xxxxxxxx Xxxxxxxx Name: Xxxx Xxxxxxx
Title: Managing Director Title: Company Secretary
INVESCO HONG KONG LIMITED INVESCO SENIOR SECURED MANAGEMENT, INC.
Sub-Adviser Sub-Adviser
By: /s/ Xxxxx Xxx /a/ Xxxxxx Xxx By: /s/ Xxxxxxx X. Xxxxx
---------------------------------------------------- ----------------------------------------
Name: Xxxxx Xxx Xxxxxx Xxx Name: Xxxxxxx X. Xxxxx
Title: Director Director Title: Secretary & General Counsel
INVESCO CANADA LTD.
Sub-Adviser
By: /s/ Xxxxx X. Xxxxxx
----------------------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Executive Vice President & Chief Financial officer
INVESCO CANADA LTD.
Sub-Adviser
By: /s/ Harsh Damani
----------------------------------------------------
Name: Harsh Damani
Title: Senior Vice President, Fund Administration &
Chief Financial Officer, Funds
Sub-Item 77Q1 (e)
EXHIBIT A
ADDRESSES OF SUB-ADVISERS
Invesco Asset Management Deutschland GmbH
Xx xxx Xxxxx 0, 0xx Xxxxx
Xxxxxxxxx, Xxxxxxx 00000
Invesco Asset Management Limited
00 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxx Xxxxxxx
XX0X 0XX
ENGLAND
Invesco Asset Management (Japan) Limited
14th Floor, Roppongi Hills Xxxx Xxxxx,
00-0, Xxxxxxxx 0-xxxxx, Xxxxxx-xx,
Xxxxx, Xxxxx 106-6114
Invesco Australia Limited
000 Xxxxxxx Xxxxxx, Xxxxx 00
Xxxxxxxxx Xxxxxxxx 0000, Xxxxxxxxx
Invesco Hong Kong Limited
00/X Xxxxxxxx Xxxxx
0 Xxxxxx Xxxx, Xxxxxxx
Xxxx Xxxx
Invesco Senior Secured Management, Inc.
1166 Avenue of the Americas, 00xx Xxxxx
Xxx Xxxx, XX 00000
XXX
Xxxxxxx Xxxxxx Ltd.
0000 Xxxxx Xxxxxx
Xxxxx 000
Xxxxxxx, XX, X0X 0X0
Sub-Item 77Q1(e)
AMENDMENT NO. 1
TO
MASTER INVESTMENT ADVISORY AGREEMENT
This Amendment dated August 2, 2013, amends the Master Investment Advisory
Agreement (the "Agreement") dated June 1, 2010, by and between Invesco Xxx
Xxxxxx Exchange Fund, a California limited partnership (the "Fund"), and
Invesco Advisers, Inc., a Delaware corporation (the "Adviser").
RECITALS
WHEREAS, the parties agree to amend the Agreement to change the name of
Invesco Xxx Xxxxxx Exchange Fund to Invesco Exchange Fund;
NOW THEREFORE, the parties agree as follows:
1. Appendix A is deleted in its entirety and replaced with the following:
"APPENDIX A
COMPENSATION TO THE ADVISER
The Trust shall pay the Adviser, out of its assets, as full compensation
for all services rendered, an advisory fee for the Trust set forth below. Such
fee shall be calculated by applying the following annual rates to the average
daily managed assets of the Trust for the calendar year.
FUND NAME ADVISORY FEE RATE
--------- ---------------------------------------
Invesco Exchange Fund 0.30% of the Fund's average net assets"
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 X. Xxxxxxxx By: /s/ Xxxx X. Xxxx
-------------------------- -----------------------------------
ASSISTANT SECRETARY
Name: Xxxx X. Xxxx
(SEAL) Title: Senior Vice President
Attest: INVESCO ADVISERS, INC.
/s/ Xxxxx X. Xxxxxxxx By: /s/ Xxxx X. Xxxx
-------------------------- -----------------------------------
ASSISTANT SECRETARY
Name: Xxxx X. Xxxx
(SEAL) Title: Senior Vice President
2
