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 INVESCO BOND FUND
COUNSELOR SERIES TRUST) INVESCO CALIFORNIA VALUE MUNICIPAL
AIM EQUITY FUNDS (INVESCO EQUITY INCOME TRUST
FUNDS) INVESCO DYNAMIC CREDIT OPPORTUNITIES
AIM FUNDS GROUP (INVESCO FUNDS GROUP) FUND
AIM GROWTH SERIES (INVESCO GROWTH INVESCO EXCHANGE FUND
SERIES) INVESCO HIGH INCOME TRUST II
AIM INTERNATIONAL MUTUAL FUNDS INVESCO MANAGEMENT TRUST
(INVESCO INTERNATIONAL MUTUAL FUNDS) INVESCO MUNICIPAL INCOME
AIM INVESTMENT FUNDS (INVESCO OPPORTUNITIES TRUST
INVESTMENT FUNDS) INVESCO MUNICIPAL OPPORTUNITY TRUST
AIM INVESTMENT SECURITIES FUNDS INVESCO MUNICIPAL TRUST
(INVESCO INVESTMENT SECURITIES FUNDS) INVESCO PENNSYLVANIA VALUE MUNICIPAL
AIM SECTOR FUNDS (INVESCO SECTOR INCOME TRUST
FUNDS) INVESCO QUALITY MUNICIPAL INCOME TRUST
AIM TAX-EXEMPT FUNDS (INVESCO TAX- INVESCO SECURITIES TRUST
EXEMPT FUNDS) INVESCO SENIOR INCOME TRUST
AIM TREASURER'S SERIES TRUST (INVESCO INVESCO TRUST FOR INVESTMENT GRADE
TREASURER'S SERIES TRUST) MUNICIPALS
AIM VARIABLE INSURANCE FUNDS (INVESCO INVESCO TRUST FOR INVESTMENT GRADE
VARIABLE INSURANCE FUNDS) NEW YORK MUNICIPALS
INVESCO ADVANTAGE MUNICIPAL INCOME INVESCO VALUE MUNICIPAL INCOME TRUST
TRUST II
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 EXPIRATION
SERIES TRUST) WAIVER DESCRIPTION EFFECTIVE DATE DATE
------------------------------------------------- -------------------------------------------------- -------------- ----------
Invesco Strategic Real Return Fund Invesco will waive advisory fees in an amount 4/30/2014 06/30/2018
equal to the advisory fees earned on underlying
affiliated investments
EXPIRATION
AIM INVESTMENT FUNDS (INVESCO INVESTMENT FUNDS WAIVER DESCRIPTION EFFECTIVE DATE DATE
------------------------------------------------- -------------------------------------------------- -------------- ----------
Invesco Balanced-Risk Commodity Strategy Fund Invesco will waive advisory fees in an amount 02/24/15 06/30/2018
equal to the advisory fees earned on underlying
affiliated investments
Invesco Global Targeted Returns Fund Invesco will waive advisory fees in an amount 12/17/2013 06/30/2018
equal to the advisory fees earned on underlying
affiliated investments
Invesco Strategic Income Fund Invesco will waive advisory fees in an amount 5/2/2014 06/30/2018
equal to the advisory fees earned on underlying
affiliated investments
Invesco Unconstrained Bond Fund Invesco will waive advisory fees in an amount 10/14/2014 06/30/2018
equal to the advisory fees 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 the amount of 2/1/2011 12/31/2016
0.07% of the Fund's average daily net assets
Premier U.S. Government Money Portfolio Invesco will waive advisory fees in the amount of 2/1/2011 12/31/2016
0.07% of the Fund's average daily net assets
Premier Tax-Exempt Portfolio Invesco will waive advisory fees in the amount of 06/01/2016 05/31/2017
0.05% of the Fund's 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, 2018
Invesco Core Plus Bond Fund June 2, 2009 June 30, 2018
Invesco Equally-Weighted S&P 500 Fund February 12, 2010 June 30, 2018
Invesco Equity and Income Fund February 12, 2010 June 30, 2018
Invesco Floating Rate Fund July 1, 2007 June 30, 2018
Invesco Global Real Estate Income Fund July 1, 2007 June 30, 2018
Invesco Growth and Income Fund February 12, 2010 June 30, 2018
Invesco Low Volatility Equity Yield Fund July 1, 2007 June 30, 0000
Xxxxxxx Xxxxxxxxxxxx Tax Free Income Fund February 12, 2010 June 30, 2018
Invesco S&P 500 Index Fund February 12, 2010 June 30, 2018
Invesco Short Duration High Yield Municipal Fund September 30, 2015 June 30, 2018
Invesco Small Cap Discovery Fund February 12, 2010 June 30, 2018
Invesco Strategic Real Return Fund April 30, 2014 June 30, 2018
AIM EQUITY FUNDS (INVESCO EQUITY FUNDS)
PORTFOLIO EFFECTIVE DATE COMMITTED UNTIL
--------- -------------- ---------------
Invesco Charter Fund July 1, 2007 June 30, 2018
Invesco Diversified Dividend Fund July 1, 2007 June 30, 0000
Xxxxxxx Xxxxxx Fund July 1, 2007 June 30, 2018
AIM FUNDS GROUP (INVESCO FUNDS GROUP)
FUND EFFECTIVE DATE COMMITTED UNTIL
---- -------------- ---------------
Invesco European Small Company Fund July 1, 2007 June 30, 2018
Invesco Global Core Equity Fund July 1, 2007 June 30, 2018
Invesco International Small Company Fund July 1, 2007 June 30, 2018
Invesco Small Cap Equity Fund July 1, 2007 June 30, 2018
AIM GROWTH SERIES (INVESCO GROWTH SERIES)
FUND EFFECTIVE DATE COMMITTED UNTIL
---- ------------------ ---------------
Invesco Alternative Strategies Fund October 14, 2014 June 30, 2018
Invesco Convertible Securities Fund February 12, 2010 June 30, 2018
Invesco Global Low Volatility Equity Yield Fund July 1, 2007 June 30, 2018
Invesco Mid Cap Core Equity Fund July 1, 2007 June 30, 2018
Invesco Multi-Asset Inflation Fund October 14, 2014 June 30, 2018
Invesco Small Cap Growth Fund July 1, 2007 June 30, 0000
Xxxxxxx X.X. Mortgage Fund February 12, 2010 June 30, 2018
AIM INTERNATIONAL MUTUAL FUNDS (INVESCO INTERNATIONAL MUTUAL FUNDS)
FUND EFFECTIVE DATE COMMITTED UNTIL
---- ------------------ ---------------
Invesco Asia Pacific Growth Fund July 1, 2007 June 30, 2018
Invesco European Growth Fund July 1, 2007 June 30, 2018
Invesco Global Growth Fund July 1, 2007 June 30, 2018
Invesco Global Opportunities Fund August 3, 2012 June 30, 2018
Invesco Global Small & Mid Cap Growth Fund July 1, 2007 June 30, 2018
Invesco Global Sustainable Equity Fund June 30, 2016 June 30, 2018
Invesco International Companies Fund December 21, 2015 June 30, 2018
Invesco International Core Equity Fund July 1, 2007 June 30, 2018
Invesco International Growth Fund July 1, 2007 June 30, 2018
Invesco Select Opportunities Fund August 3, 2012 June 30, 2018
AIM INVESTMENT FUNDS (INVESCO INVESTMENT FUNDS)
FUND EFFECTIVE DATE COMMITTED UNTIL
---- ------------------- ---------------
Invesco All Cap Market Neutral Fund December 17, 2013 June 30, 2018
Invesco Balanced-Risk Allocation Fund/1/ May 29, 2009 June 30, 2018
Invesco Balanced-Risk Commodity Strategy Fund/2/ November 29, 2010 June 30, 2018
Invesco Developing Markets Fund July 1, 2007 June 30, 2018
Invesco Emerging Markets Equity Fund May 11, 2011 June 30, 2018
Invesco Emerging Markets Flexible Bond Fund/3/ June 14, 2010 June 30, 2018
Invesco Endeavor Fund July 1, 2007 June 30, 2018
Invesco Global Health Care Fund July 1, 2007 June 30, 2018
Invesco Global Infrastructure Fund May 2, 2014 June 30, 2018
Invesco Global Market Neutral Fund December 17, 2013 June 30, 2018
Invesco Global Markets Strategy Fund/4/ September 25, 2012 June 30, 2018
Invesco Global Targeted Returns Fund/5/ December 17, 2013 June 30, 2018
Invesco Greater China Fund July 1, 2007 June 30, 2018
Invesco International Total Return Fund July 1, 2007 June 30, 2018
Invesco Long/Short Equity Fund December 17, 2013 June 30, 2018
Invesco Low Volatility Emerging Markets Fund December 17, 2013 June 30, 2018
Invesco Macro International Equity Fund December 17, 2013 June 30, 2018
Invesco Macro Long/Short Fund December 17, 2013 June 30, 2018
Invesco MLP Fund August 29, 2014 June 30, 2018
Invesco Pacific Growth Fund February 12, 2010 June 30, 2018
Invesco Premium Income Fund/6/ December 13, 2011 June 30, 2018
Invesco Select Companies Fund July 1, 2007 June 30, 2018
Invesco Strategic Income Fund May 2, 2014 June 30, 2018
Invesco Unconstrained Bond Fund October 14, 2014 June 30, 2018
AIM INVESTMENT SECURITIES FUNDS (INVESCO INVESTMENT SECURITIES FUNDS)
FUND EFFECTIVE DATE COMMITTED UNTIL
---- ------------------ ---------------
Invesco Corporate Bond Fund February 12, 2010 June 30, 2018
Invesco Global Real Estate Fund July 1, 2007 June 30, 2018
Invesco Government Money Market Fund July 1, 2007 June 30, 2018
Invesco High Yield Fund July 1, 2007 June 30, 2018
Invesco Real Estate Fund July 1, 2007 June 30, 2018
Invesco Short Duration Inflation Protected Fund July 1, 2007 June 30, 2018
Invesco Short Term Bond Fund July 1, 2007 June 30, 0000
Xxxxxxx X.X. Government Fund July 1, 2007 June 30, 2018
--------
/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 Emerging Markets
Flexible Bond Fund also include advisory fees that Invesco receives on the
Uninvested Cash from the Affiliated Money Market Fund in which Invesco
Emerging Markets Flexible Bond Cayman, Ltd. invests.
/4/ 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.
/5/ 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.
/6/ Advisory fees to be waived by Invesco for Invesco Premium Income Fund also
include advisory fees that Invesco receives on the Uninvested Cash from
the Affiliated Money Market Fund in which Invesco Premium Income Cayman,
Ltd. invests.
AIM SECTOR FUNDS (INVESCO SECTOR FUNDS)
FUND EFFECTIVE DATE COMMITTED UNTIL
---- ------------------ ---------------
Invesco American Value Fund February 12, 2010 June 30, 2018
Invesco Xxxxxxxx Fund February 12, 2010 June 30, 2018
Invesco Energy Fund July 1, 2007 June 30, 2018
Invesco Dividend Income Fund July 1, 2007 June 30, 2018
Invesco Gold & Precious Metals Fund July 1, 2007 June 30, 2018
Invesco Mid Cap Growth Fund February 12, 2010 June 30, 2018
Invesco Small Cap Value Fund February 12, 2010 June 30, 2018
Invesco Technology Fund July 1, 2007 June 30, 2018
Invesco Technology Sector Fund February 12, 2010 June 30, 2018
Invesco Value Opportunities Fund February 12, 2010 June 30, 2018
AIM TAX-EXEMPT FUNDS (INVESCO TAX-EXEMPT FUNDS)
FUND EFFECTIVE DATE COMMITTED UNTIL
---- ------------------ ---------------
Invesco High Yield Municipal Fund February 12, 2010 June 30, 2018
Invesco Intermediate Term Municipal
Income Fund February 12, 2010 June 30, 2018
Invesco Municipal Income Fund February 12, 2010 June 30, 2018
Invesco New York Tax Free Income Fund February 12, 2010 June 30, 2018
Invesco Tax-Exempt Cash Fund July 1, 2007 June 30, 2018
Invesco Limited Term Municipal Income
Fund July 1, 2007 June 30, 2018
AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)
FUND EFFECTIVE DATE COMMITTED UNTIL
---- ------------------ ---------------
Invesco V.I. American Franchise Fund February 12, 2010 June 30, 2018
Invesco V.I. American Value Fund February 12, 2010 June 30, 2018
Invesco V.I. Balanced-Risk Allocation
Fund/7/ December 22, 2010 June 30, 2018
Invesco V.I. Xxxxxxxx Fund February 12, 2010 June 30, 2018
Invesco V.I. Core Equity Fund July 1, 2007 June 30, 2018
Invesco V.I. Core Plus Bond Fund April 30, 2015 June 30, 2018
Invesco V.I. Diversified Dividend Fund February 12, 2010 June 30, 2018
Invesco V.I. Equally-Weighted S&P 500
Fund February 12, 2010 June 30, 2018
Invesco V.I. Equity and Income Fund February 12, 2010 June 30, 2018
Invesco V.I. Global Core Equity Fund February 12, 2010 June 30, 2018
Invesco V.I. Global Health Care Fund July 1, 2007 June 30, 2018
Invesco V.I. Global Real Estate Fund July 1, 2007 June 30, 2018
Invesco V.I. Government Money Market
Fund July 1, 2007 June 30, 2018
Invesco V.I. Government Securities
Fund July 1, 2007 June 30, 2018
Invesco V.I. Growth and Income Fund February 12, 2010 June 30, 2018
Invesco V.I. High Yield Fund July 1, 2007 June 30, 2018
Invesco V.I. International Growth Fund July 1, 2007 June 30, 2018
Invesco V.I. Managed Volatility Fund July 1, 2007 June 30, 2018
Invesco V.I. Mid Cap Core Equity Fund July 1, 2007 June 30, 2018
Invesco V.I. Mid Cap Growth Fund February 12, 2010 June 30, 2018
Invesco V.I. S&P 500 Index Fund February 12, 2010 June 30, 2018
Invesco V.I. Small Cap Equity Fund July 1, 2007 June 30, 2018
Invesco V.I. Technology Fund July 1, 2007 June 30, 2018
Invesco V.I. Value Opportunities Fund July 1, 2007 June 30, 2018
/7/ 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, 2018
INVESCO SECURITIES TRUST
FUND EFFECTIVE DATE COMMITTED UNTIL
---- ----------------- ---------------
Invesco Balanced-Risk Aggressive
Allocation Fund/8/ January 16, 2013 June 30, 2018
INVESCO MANAGEMENT TRUST
FUND EFFECTIVE DATE COMMITTED UNTIL
---- -------------- ---------------
Invesco Conservative Income Fund July 1, 2014 June 30, 2018
CLOSED-END FUNDS
FUND EFFECTIVE DATE COMMITTED UNTIL
---- ---------------- ---------------
Invesco Advantage Municipal Income
Trust II May 15, 2012 June 30, 2018
Invesco Bond Fund August 26, 2015 June 30, 0000
Xxxxxxx Xxxxxxxxxx Value Municipal
Income Trust May 15, 2012 June 30, 2018
Invesco Dynamic Credit Opportunities
Fund May 15, 2012 June 30, 2018
Invesco High Income Trust II May 15, 2012 June 30, 2018
Invesco Municipal Income
Opportunities Trust August 26, 2015 June 30, 2018
Invesco Municipal Opportunity Trust May 15, 2012 June 30, 2018
Invesco Municipal Trust May 15, 2012 June 30, 0000
Xxxxxxx Xxxxxxxxxxxx Value Municipal
Income Trust May 15, 2012 June 30, 2018
Invesco Quality Municipal Income Trust August 26, 2015 June 30, 2018
Invesco Senior Income Trust May 15, 2012 June 30, 2018
Invesco Trust for Investment Grade
Municipals May 15, 2012 June 30, 2018
Invesco Trust for Investment Grade
New York Municipals May 15, 2012 June 30, 2018
Invesco Value Municipal Income Trust June 1, 2010 June 30, 2018
/8/ Advisory fees to be waived by Invesco for Invesco Balanced-Risk Aggressive
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 VI, Ltd. invests.
Sub-Item 77Q1(e)
MEMORANDUM OF AGREEMENT
(EXPENSE LIMITATIONS)
This Memorandum of Agreement is entered into as of the Effective Date on the
attached exhibits (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 Variable Insurance Funds
(Invesco Variable Insurance Funds), Invesco California Value Municipal Trust,
Invesco Management Trust, Invesco Quality Municipal Income Trust, Invesco
Securities Trust and Short-Term Investments 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 or reimburse
expenses of each Fund, on behalf of its respective classes as applicable,
severally and not jointly, as indicated in the attached 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, the Trusts and Invesco agree as follows:
For the Contractual Limits (listed in Exhibits A - D), Invesco agrees until
at least the expiration date set forth on the attached Exhibits A - D (the
"Expiration Date") that Invesco will waive its fees or reimburse expenses to
the extent that expenses of a class of a Fund (excluding (i) interest;
(ii) taxes; (iii) dividend expense on short sales; (iv) extraordinary or
non-routine items, including litigation expenses; and (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 Exhibits A - D. Neither a Trust nor Invesco may
remove or amend the Contractual Limits to a Trust's detriment prior to the
Expiration Date without requesting and receiving the approval of the Board of
Trustees of the applicable Fund's Trust to remove or amend such Contractual
Limits. Invesco will not have any right to reimbursement of any amount so
waived or reimbursed.
For the Contractual Limits, Invesco agrees 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 Invesco has agreed to continue them. The Exhibits
will be amended to reflect any such agreement.
For the Voluntary Limits (listed in Exhibits A - D), Invesco agrees that
these are not contractual in nature and that Invesco may establish, amend
and/or terminate such expense limitations at any time in its sole discretion.
Any delay or failure by Invesco to update this Memorandum of Agreement with
regards to the terminations, extensions, or expirations of the Voluntary Limits
shall have no effect on the term of such Voluntary Limitations; the Voluntary
Limitations are listed herein for informational purposes only.
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.
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 VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)
INVESCO CALIFORNIA VALUE MUNICIPAL INCOME TRUST
INVESCO MANAGEMENT TRUST
INVESCO QUALITY MUNICIPAL INCOME TRUST
INVESCO SECURITIES TRUST
SHORT-TERM INVESTMENTS TRUST
on behalf of the Funds listed in the Exhibits
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
EXHIBIT "A" - RETAIL FUNDS/1/
AIM COUNSELOR SERIES TRUST (INVESCO COUNSELOR SERIES TRUST)
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ ---------- ------------------ -----------------
Invesco American Franchise Fund
Class A Shares Contractual 2.00% July 1, 2013 June 30, 2017
Class B Shares Contractual 2.75% July 1, 2013 June 30, 2017
Class C Shares Contractual 2.75% July 1, 2013 June 30, 2017
Class R Shares Contractual 2.25% July 1, 2013 June 30, 2017
Class R5 Shares Contractual 1.75% July 1, 2013 June 30, 2017
Class R6 Shares Contractual 1.75% July 1, 2013 June 30, 2017
Class Y Shares Contractual 1.75% July 1, 2013 June 30, 0000
Xxxxxxx Xxxxxxxxxx Tax-Free Income Fund
Class A Shares Contractual 1.50% July 1, 2012 June 30, 2017
Class B Shares Contractual 2.00% July 1, 2012 June 30, 2017
Class C Shares Contractual 2.00% July 1, 2012 June 30, 2017
Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2017
Invesco Core Plus Bond Fund
Class A Shares Contractual 0.86% January 1, 2015 December 31, 2016
Class B Shares Contractual 1.61% January 1, 2015 December 31, 2016
Class C Shares Contractual 1.61% January 1, 2015 December 31, 2016
Class R Shares Contractual 1.11% January 1, 2015 December 31, 2016
Class R5 Shares Contractual 0.61% January 1, 2015 December 31, 2016
Class R6 Shares Contractual 0.61% January 1, 2015 December 31, 2016
Class Y Shares Contractual 0.61% January 1, 2015 December 31, 2016
Invesco Equally-Weighted S&P 500 Fund
Class A Shares Contractual 2.00% July 1, 2012 June 30, 2017
Class B Shares Contractual 2.75% July 1, 2012 June 30, 2017
Class C Shares Contractual 2.75% July 1, 2012 June 30, 2017
Class R Shares Contractual 2.25% July 1, 2012 June 30, 2017
Class R6 Shares Contractual 1.75% September 24, 2012 June 30, 2017
Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2017
Invesco Equity and Income Fund
Class A Shares Contractual 1.50% July 1, 2012 June 30, 2017
Class B Shares Contractual 2.25% July 1, 2012 June 30, 2017
Class C Shares Contractual 2.25% July 1, 2012 June 30, 2017
Class R Shares Contractual 1.75% July 1, 2012 June 30, 2017
Class R5 Shares Contractual 1.25% July 1, 2012 June 30, 2017
Class R6 Shares Contractual 1.25% September 24, 2012 June 30, 2017
Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2017
Invesco Floating Rate Fund
Class A Shares Contractual 1.50% April 14, 2006 June 30, 2017
Class C Shares Contractual 2.00% April 14, 2006 June 30, 2017
Class R Shares Contractual 1.75% April 14, 2006 June 30, 2017
Class R5 Shares Contractual 1.25% April 14, 2006 June 30, 2017
Class R6 Shares Contractual 1.25% September 24, 2012 June 30, 2017
Class Y Shares Contractual 1.25% October 3, 2008 June 30, 2017
Invesco Global Real Estate Income Fund
Class A Shares Contractual 2.00% July 1, 2009 June 30, 2017
Class B Shares Contractual 2.75% July 1, 2009 June 30, 2017
Class C Shares Contractual 2.75% July 1, 2009 June 30, 2017
Class R5 Shares Contractual 1.75% July 1, 2009 June 30, 2017
Class R6 Shares Contractual 1.75% September 24, 2012 June 30, 2017
Class Y Shares Contractual 1.75% July 1, 2009 June 30, 2017
See page 17 for footnotes to Exhibit A.
3
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ --------------------- ------------------- ------------------
Invesco Growth and Income Fund
Class A Shares Contractual 2.00% July 1, 2012 June 30, 2017
Class B Shares Contractual 2.75% July 1, 2012 June 30, 2017
Class C Shares Contractual 2.75% July 1, 2012 June 30, 2017
Class R Shares Contractual 2.25% July 1, 2012 June 30, 2017
Class R5 Shares Contractual 1.75% July 1, 2012 June 30, 2017
Class R6 Shares Contractual 1.75% September 24, 2012 June 30, 2017
Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2017
Invesco Low Volatility Equity Yield Fund
Class A Shares Contractual 2.00% July 1, 2012 June 30, 2017
Class B Shares Contractual 2.75% July 1, 2012 June 30, 2017
Class C Shares Contractual 2.75% July 1, 2012 June 30, 2017
Class R Shares Contractual 2.25% July 1, 2012 June 30, 2017
Class R5 Shares Contractual 1.75% July 1, 2012 June 30, 2017
Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2017
Investor Class Shares Contractual 2.00% July 1, 2012 June 30, 0000
Xxxxxxx Xxxxxxxxxxxx Tax Free Income Fund
Class A Shares Contractual 1.50% July 1, 2012 June 30, 2017
Class B Shares Contractual 2.25% July 1, 2012 June 30, 2017
Class C Shares Contractual 2.25% July 1, 2012 June 30, 2017
Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2017
Invesco S&P 500 Index Fund
Class A Shares Contractual 2.00% July 1, 2012 June 30, 2017
Class B Shares Contractual 2.75% July 1, 2012 June 30, 2017
Class C Shares Contractual 2.75% July 1, 2012 June 30, 2017
Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2017
Invesco Short Duration High Yield Municipal Fund
Class A Shares Contractual 0.79% September 30, 2015 December 31, 2016
Class C Shares Contractual 1.54% September 30, 2015 December 31, 2016
Class R5 Shares Contractual 0.54% September 30, 2015 December 31, 2016
Class Y Shares Contractual 0.54% September 30, 2015 December 31, 2016
Invesco Small Cap Discovery Fund
Class A Shares Contractual 2.00% July 1, 2012 June 30, 2017
Class B Shares Contractual 2.75% July 1, 2012 June 30, 2017
Class C Shares Contractual 2.75% July 1, 2012 June 30, 2017
Class R5 Shares Contractual 1.75% September 24, 2012 June 30, 2017
Class R6 Shares Contractual 1.75% September 24, 2012 June 30, 2017
Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2017
Invesco Strategic Real Return Fund
Class A Shares Contractual 0.82% less net AFFE* April 30, 2014 December 31, 2016
Class C Shares Contractual 1.57% less net AFFE* April 30, 2014 December 31, 2016
Class R Shares Contractual 1.07% less net AFFE* April 30, 2014 December 31, 2016
Class R5 Shares Contractual 0.57% less net AFFE* April 30, 2014 December 31, 2016
Class R6 Shares Contractual 0.57% less net AFFE* April 30, 2014 December 31, 2016
Class Y Shares Contractual 0.57% less net AFFE* April 30, 2014 December 31, 2016
See page 17 for footnotes to Exhibit A.
4
AIM EQUITY FUNDS (INVESCO EQUITY FUNDS)
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ ---------- ------------------- --------------
Invesco Charter Fund
Class A Shares Contractual 2.00% July 1, 2009 June 30, 2017
Class B Shares Contractual 2.75% July 1, 2009 June 30, 2017
Class C Shares Contractual 2.75% July 1, 2009 June 30, 2017
Class R Shares Contractual 2.25% July 1, 2009 June 30, 2017
Class R5 Shares Contractual 1.75% July 1, 2009 June 30, 2017
Class R6 Shares Contractual 1.75% September 24, 2012 June 30, 2017
Class S Shares Contractual 1.90% September 25, 2009 June 30, 2017
Class Y Shares Contractual 1.75% July 1, 2009 June 30, 2017
Invesco Diversified Dividend Fund
Class A Shares Contractual 2.00% July 1, 2013 June 30, 2017
Class B Shares Contractual 2.75% July 1, 2013 June 30, 2017
Class C Shares Contractual 2.75% July 1, 2013 June 30, 2017
Class R Shares Contractual 2.25% July 1, 2013 June 30, 2017
Class R5 Shares Contractual 1.75% July 1, 2013 June 30, 2017
Class R6 Shares Contractual 1.75% July 1, 2013 June 30, 2017
Class Y Shares Contractual 1.75% July 1, 2013 June 30, 2017
Investor Class Shares Contractual 2.00% July 1, 2013 June 30, 0000
Xxxxxxx Xxxxxx Fund
Class A Shares Contractual 2.00% July 1, 2009 June 30, 2017
Class B Shares Contractual 2.75% July 1, 2009 June 30, 2017
Class C Shares Contractual 2.75% July 1, 2009 June 30, 2017
Class P Shares Contractual 1.85% July 1, 2009 June 30, 2017
Class R5 Shares Contractual 1.75% July 1, 2009 June 30, 2017
Class S Shares Contractual 1.90% September 25, 2009 June 30, 2017
Class Y Shares Contractual 1.75% July 1, 2009 June 30, 2017
AIM FUNDS GROUP (INVESCO FUNDS GROUP)
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ ---------- ------------------- --------------
Invesco European Small Company Fund
Class A Shares Contractual 2.25% July 1, 2009 June 30, 2017
Class B Shares Contractual 3.00% July 1, 2009 June 30, 2017
Class C Shares Contractual 3.00% July 1, 2009 June 30, 2017
Class Y Shares Contractual 2.00% July 1, 2009 June 30, 2017
Invesco Global Core Equity Fund
Class A Shares Contractual 2.25% July 1, 2013 June 30, 2017
Class B Shares Contractual 3.00% July 1, 2013 June 30, 2017
Class C Shares Contractual 3.00% July 1, 2013 June 30, 2017
Class R Shares Contractual 2.50% July 1, 2013 June 30, 2017
Class R5 Shares Contractual 2.00% July 1, 2013 June 30, 2017
Class Y Shares Contractual 2.00% July 1, 2013 June 30, 2017
Invesco International Small Company Fund
Class A Shares Contractual 2.25% July 1, 2009 June 30, 2017
Class B Shares Contractual 3.00% July 1, 2009 June 30, 2017
Class C Shares Contractual 3.00% July 1, 2009 June 30, 2017
Class R5 Shares Contractual 2.00% July 1, 2009 June 30, 2017
Class R6 Shares Contractual 2.00% September 24, 2012 June 30, 2017
Class Y Shares Contractual 2.00% July 1, 2009 June 30, 2017
See page 17 for footnotes to Exhibit A.
5
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ ---------- ------------------- --------------
Invesco Small Cap Equity Fund
Class A Shares Contractual 2.00% July 1, 2009 June 30, 2017
Class B Shares Contractual 2.75% July 1, 2009 June 30, 2017
Class C Shares Contractual 2.75% July 1, 2009 June 30, 2017
Class R Shares Contractual 2.25% July 1, 2009 June 30, 2017
Class R5 Shares Contractual 1.75% July 1, 2009 June 30, 2017
Class R6 Shares Contractual 1.75% September 24, 2012 June 30, 2017
Class Y Shares Contractual 1.75% July 1, 2009 June 30, 2017
AIM GROWTH SERIES (INVESCO GROWTH SERIES)
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ --------------------- ------------------- ---------------
Invesco Alternative Strategies Fund
Class A Shares Contractual 1.75% less net AFFE* October 14, 2014 April 30, 2017
Class C Shares Contractual 2.50% less net AFFE* October 14, 2014 April 30, 2017
Class R Shares Contractual 2.00% less net AFFE* October 14, 2014 April 30, 2017
Class R5 Shares Contractual 1.50% less net AFFE* October 14, 2014 April 30, 2017
Class R6 Shares Contractual 1.50% less net AFFE* October 14, 2014 April 30, 2017
Class Y Shares Contractual 1.50% less net AFFE* October 14, 2014 April 30, 2017
Invesco Balanced-Risk Retirement 2020 Fund
Class A Shares Contractual 0.25% November 4, 2009 April 30, 2017
Class AX Shares Contractual 0.25% February 12, 2010 April 30, 2017
Class B Shares Contractual 1.00% November 4, 2009 April 30, 2017
Class C Shares Contractual 1.00% November 4, 2009 April 30, 2017
Class CX Shares Contractual 1.00% February 12, 2010 April 30, 2017
Class R Shares Contractual 0.50% November 4, 2009 April 30, 2017
Class R5 Shares Contractual 0.00% November 4, 2009 April 30, 2017
Class R6 Shares Contractual 0.00% September 24, 2012 April 30, 2017
Class RX Shares Contractual 0.50% February 12, 2010 April 30, 2017
Class Y Shares Contractual 0.00% November 4, 2009 April 30, 2017
Invesco Balanced-Risk Retirement 2030 Fund
Class A Shares Contractual 0.25% November 4, 2009 April 30, 2017
Class AX Shares Contractual 0.25% February 12, 2010 April 30, 2017
Class B Shares Contractual 1.00% November 4, 2009 April 30, 2017
Class C Shares Contractual 1.00% November 4, 2009 April 30, 2017
Class CX Shares Contractual 1.00% February 12, 2010 April 30, 2017
Class R Shares Contractual 0.50% November 4, 2009 April 30, 2017
Class R5 Shares Contractual 0.00% November 4, 2009 April 30, 2017
Class R6 Shares Contractual 0.00% September 24, 2012 April 30, 2017
Class RX Shares Contractual 0.50% February 12, 2010 April 30, 2017
Class Y Shares Contractual 0.00% November 4, 2009 April 30, 2017
Invesco Balanced-Risk Retirement 2040 Fund
Class A Shares Contractual 0.25% November 4, 2009 April 30, 2017
Class AX Shares Contractual 0.25% February 12, 2010 April 30, 2017
Class B Shares Contractual 1.00% November 4, 2009 April 30, 2017
Class C Shares Contractual 1.00% November 4, 2009 April 30, 2017
Class CX Shares Contractual 1.00% February 12, 2010 April 30, 2017
Class R Shares Contractual 0.50% November 4, 2009 April 30, 2017
Class R5 Shares Contractual 0.00% November 4, 2009 April 30, 2017
Class R6 Shares Contractual 0.00% September 24, 2012 April 30, 2017
Class RX Shares Contractual 0.50% February 12, 2010 April 30, 2017
Class Y Shares Contractual 0.00% November 4, 2009 April 30, 2017
See page 17 for footnotes to Exhibit A.
6
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ ---------- ------------------- ---------------
Invesco Balanced-Risk Retirement 2050 Fund
Class A Shares Contractual 0.25% November 4, 2009 April 30, 2017
Class AX Shares Contractual 0.25% February 12, 2010 April 30, 2017
Class B Shares Contractual 1.00% November 4, 2009 April 30, 2017
Class C Shares Contractual 1.00% November 4, 2009 April 30, 2017
Class CX Shares Contractual 1.00% February 12, 2010 April 30, 2017
Class R Shares Contractual 0.50% November 4, 2009 April 30, 2017
Class R5 Shares Contractual 0.00% November 4, 2009 April 30, 2017
Class R6 Shares Contractual 0.00% September 24, 2012 April 30, 2017
Class RX Shares Contractual 0.50% February 12, 2010 April 30, 2017
Class Y Shares Contractual 0.00% November 4, 2009 April 30, 2017
Invesco Balanced-Risk Retirement Now Fund
Class A Shares Contractual 0.25% November 4, 2009 April 30, 2017
Class AX Shares Contractual 0.25% February 12, 2010 April 30, 2017
Class B Shares Contractual 1.00% November 4, 2009 April 30, 2017
Class C Shares Contractual 1.00% November 4, 2009 April 30, 2017
Class CX Shares Contractual 1.00% February 12, 2010 April 30, 2017
Class R Shares Contractual 0.50% November 4, 2009 April 30, 2017
Class R5 Shares Contractual 0.00% November 4, 2009 April 30, 2017
Class R6 Shares Contractual 0.00% September 24, 2012 April 30, 2017
Class RX Shares Contractual 0.50% February 12, 2010 April 30, 2017
Class Y Shares Contractual 0.00% November 4, 2009 April 30, 2017
Invesco Conservative Allocation Fund
Class A Shares Contractual 1.50% July 1, 2012 June 30, 2017
Class B Shares Contractual 2.25% July 1, 2012 June 30, 2017
Class C Shares Contractual 2.25% July 1, 2012 June 30, 2017
Class R Shares Contractual 1.75% July 1, 2012 June 30, 2017
Class R5 Shares Contractual 1.25% July 1, 2012 June 30, 2017
Class S Shares Contractual 1.40% July 1, 2012 June 30, 2017
Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2017
Invesco Convertible Securities Fund
Class A Shares Contractual 1.50% July 1, 2012 June 30, 2017
Class B Shares Contractual 2.25% July 1, 2012 June 30, 2017
Class C Shares Contractual 2.25% July 1, 2012 June 30, 2017
Class R5 Shares Contractual 1.25% July 1, 2012 June 30, 2017
Class R6 Shares Contractual 1.25% September 24, 2012 June 30, 2017
Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2017
Invesco Global Low Volatility Equity Yield Fund
Class A Shares Contractual 2.00% May 1, 2016 June 30, 2017
Class B Shares Contractual 2.75% May 1, 2016 June 30, 2017
Class C Shares Contractual 2.75% May 1, 2016 June 30, 2017
Class R Shares Contractual 2.25% May 1, 2016 June 30, 2017
Class R5 Shares Contractual 1.75% May 1, 2016 June 30, 2017
Class Y Shares Contractual 1.75% May 1, 2016 June 30, 2017
Invesco Growth Allocation Fund
Class A Shares Contractual 2.00% July 1, 2012 June 30, 2017
Class B Shares Contractual 2.75% July 1, 2012 June 30, 2017
Class C Shares Contractual 2.75% July 1, 2012 June 30, 2017
Class R Shares Contractual 2.25% July 1, 2012 June 30, 2017
Class R5 Shares Contractual 1.75% July 1, 2012 June 30, 2017
Class S Shares Contractual 1.90% July 1, 2012 June 30, 2017
Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2017
See page 17 for footnotes to Exhibit A.
7
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ --------------------- ------------------- ---------------
Invesco Income Allocation Fund
Class A Shares Contractual 0.25% May 1, 2012 April 30, 2017
Class B Shares Contractual 1.00% May 1, 2012 April 30, 2017
Class C Shares Contractual 1.00% May 1, 2012 April 30, 2017
Class R Shares Contractual 0.50% May 1, 2012 April 30, 2017
Class R5 Shares Contractual 0.00% May 1, 2012 April 30, 2017
Class Y Shares Contractual 0.00% May 1, 2012 April 30, 2017
Invesco International Allocation Fund
Class A Shares Contractual 2.25% May 1, 2012 June 30, 2017
Class B Shares Contractual 3.00% May 1, 2012 June 30, 2017
Class C Shares Contractual 3.00% May 1, 2012 June 30, 2017
Class R Shares Contractual 2.50% May 1, 2012 June 30, 2017
Class R5 Shares Contractual 2.00% May 1, 2012 June 30, 2017
Class Y Shares Contractual 2.00% May 1, 2012 June 30, 2017
Invesco Mid Cap Core Equity Fund
Class A Shares Contractual 2.00% July 1, 2009 June 30, 2017
Class B Shares Contractual 2.75% July 1, 2009 June 30, 2017
Class C Shares Contractual 2.75% July 1, 2009 June 30, 2017
Class R Shares Contractual 2.25% July 1, 2009 June 30, 2017
Class R5 Shares Contractual 1.75% July 1, 2009 June 30, 2017
Class R6 Shares Contractual 1.75% September 24, 2012 June 30, 2017
Class Y Shares Contractual 1.75% July 1, 2009 June 30, 2017
Invesco Moderate Allocation Fund
Class A Shares Contractual 1.50% July 1, 2012 June 30, 2017
Class B Shares Contractual 2.25% July 1, 2012 June 30, 2017
Class C Shares Contractual 2.25% July 1, 2012 June 30, 2017
Class R Shares Contractual 1.75% July 1, 2012 June 30, 2017
Class R5 Shares Contractual 1.25% July 1, 2012 June 30, 2017
Class S Shares Contractual 1.40% July 1, 2012 June 30, 2017
Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2017
Invesco Multi-Asset Inflation Fund
Class A Shares Contractual 1.36% less net AFFE* October 14, 2014 April 30, 2017
Class C Shares Contractual 2.11% less net AFFE* October 14, 2014 April 30, 2017
Class R Shares Contractual 1.61% less net AFFE* October 14, 2014 April 30, 2017
Class R5 Shares Contractual 1.11% less net AFFE* October 14, 2014 April 30, 2017
Class R6 Shares Contractual 1.11% less net AFFE* October 14, 2014 April 30, 2017
Class Y Shares Contractual 1.11% less net AFFE* October 14, 2014 April 30, 2017
Invesco Small Cap Growth Fund
Class A Shares Contractual 2.00% July 1, 2009 June 30, 2017
Class B Shares Contractual 2.75% July 1, 2009 June 30, 2017
Class C Shares Contractual 2.75% July 1, 2009 June 30, 2017
Class R Shares Contractual 2.25% July 1, 2009 June 30, 2017
Class R5 Shares Contractual 1.75% July 1, 2009 June 30, 2017
Class R6 Shares Contractual 1.75% September 24, 2012 June 30, 2017
Class Y Shares Contractual 1.75% July 1, 2009 June 30, 2017
Investor Class Shares Contractual 2.00% July 1, 2009 June 30, 0000
Xxxxxxx X.X. Mortgage Fund
Class A Shares Contractual 1.50% July 1, 2012 June 30, 2017
Class B Shares Contractual 2.25% July 1, 2012 June 30, 2017
Class C Shares Contractual 2.25% July 1, 2012 June 30, 2017
Class R5 Shares Contractual 1.25% July 1, 2012 June 30, 2017
Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2017
See page 17 for footnotes to Exhibit A.
8
AIM INTERNATIONAL MUTUAL FUNDS (INVESCO INTERNATIONAL MUTUAL FUNDS)
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ ---------- ------------------- ------------------
Invesco Asia Pacific Growth Fund
Class A Shares Contractual 2.25% July 1, 2009 June 30, 2017
Class B Shares Contractual 3.00% July 1, 2009 June 30, 2017
Class C Shares Contractual 3.00% July 1, 2009 June 30, 2017
Class Y Shares Contractual 2.00% July 1, 2009 June 30, 2017
Invesco European Growth Fund
Class A Shares Contractual 2.25% July 1, 2009 June 30, 2017
Class B Shares Contractual 3.00% July 1, 2009 June 30. 2017
Class C Shares Contractual 3.00% July 1, 2009 June 30, 2017
Class R Shares Contractual 2.50% July 1, 2009 June 30, 2017
Class Y Shares Contractual 2.00% July 1, 2009 June 30, 2017
Investor Class Shares Contractual 2.25% July 1, 2009 June 30, 2017
Invesco Global Growth Fund
Class A Shares Contractual 1.31% October 1, 2015 February 28, 2017
Class B Shares Contractual 2.06% October 1, 2015 February 28, 2017
Class C Shares Contractual 2.06% October 1, 2015 February 28, 2017
Class R5 Shares Contractual 1.06% October 1, 2015 February 28, 2017
Class R6 Shares Contractual 1.06% October 1, 2015 February 28, 2017
Class Y Shares Contractual 1.06% October 1, 2015 February 28, 2017
Invesco Global Opportunities Fund
Class A Shares Contractual 1.36% August 1, 2012 February 28, 2017
Class C Shares Contractual 2.11% August 1, 2012 February 28, 2017
Class R Shares Contractual 1.61% August 1, 2012 February 28, 2017
Class R5 Shares Contractual 1.11% August 1, 2012 February 28, 2017
Class R6 Shares Contractual 1.11% September 24, 2012 February 28, 2017
Class Y Shares Contractual 1.11% August 1, 2012 February 28, 2017
Invesco Global Small & Mid Cap Growth Fund
Class A Shares Contractual 2.25% July 1, 2009 June 30. 2017
Class B Shares Contractual 3.00% July 1, 2009 June 30, 2017
Class C Shares Contractual 3.00% July 1, 2009 June 30, 2017
Class R5 Shares Contractual 2.00% July 1, 2009 June 30, 2017
Class Y Shares Contractual 2.00% July 1, 2009 June 30, 2017
Invesco Global Sustainable Equity Fund
Class A Shares Contractual 0.85% June 30, 2016 May 31, 2017
Class C Shares Contractual 1.60% June 30, 2016 May 31, 2017
Class R Shares Contractual 1.10% June 30, 2016 May 31, 2017
Class R5 Shares Contractual 0.60% June 30, 2016 May 31, 2017
Class R6 Shares Contractual 0.60% June 30, 2016 May 31, 2017
Class Y Shares Contractual 0.60% June 30, 2016 May 31, 2017
Invesco International Companies Fund
Class A Shares Contractual 1.33% December 21, 2015 February 28, 2017
Class C Shares Contractual 2.08% December 21, 2015 February 28, 2017
Class R Shares Contractual 1.58% December 21, 2015 February 28, 2017
Class R5 Shares Contractual 1.08% December 21, 2015 February 28, 2017
Class R6 Shares Contractual 1.08% December 21, 2015 February 28, 2017
Class Y Shares Contractual 1.08% December 21, 2015 February 28, 2017
Invesco International Core Equity Fund
Class A Shares Contractual 1.33% April 1, 2016 March 31, 2017
Class B Shares Contractual 2.08% April 1, 2016 March 31, 2017
Class C Shares Contractual 2.08% April 1, 2016 March 31, 2017
Class R Shares Contractual 1.58% April 1, 2016 March 31, 2017
Class R5 Shares Contractual 1.08% April 1, 2016 March 31, 2017
Class R6 Shares Contractual 1.08% April 1, 2016 March 31, 2017
Class Y Shares Contractual 1.08% April 1, 2016 March 31, 2017
Investor Class Shares Contractual 1.33% April 1, 2016 March 31, 2017
See page 17 for footnotes to Exhibit A.
9
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ ---------- ------------------ -----------------
Invesco International Growth Fund
Class A Shares Contractual 2.25% July 1, 2013 June 30, 2017
Class B Shares Contractual 3.00% July 1, 2013 June 30, 2017
Class C Shares Contractual 3.00% July 1, 2013 June 30, 2017
Class R Shares Contractual 2.50% July 1, 2013 June 30, 2017
Class R5 Shares Contractual 2.00% July 1, 2013 June 30, 2017
Class R6 Shares Contractual 2.00% July 1, 2013 June 30, 2017
Class Y Shares Contractual 2.00% July 1, 2013 June 30, 2017
Invesco Select Opportunities Fund
Class A Shares Contractual 1.51% August 1, 2012 February 28, 2017
Class C Shares Contractual 2.26% August 1, 2012 February 28, 2017
Class R Shares Contractual 1.76% August 1, 2012 February 28, 2017
Class R5 Shares Contractual 1.26% August 1, 2012 February 28, 2017
Class R6 Shares Contractual 1.26% September 24, 2012 February 28, 2017
Class Y Shares Contractual 1.26% August 1, 2012 February 28, 2017
AIM INVESTMENT FUNDS (INVESCO INVESTMENT FUNDS)
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ ---------- ------------------ -----------------
Invesco All Cap Market Neutral Fund
Class A Shares Contractual 1.62% December 17, 2013 February 28, 2017
Class C Shares Contractual 2.37% December 17, 2013 February 28, 2017
Class R Shares Contractual 1.87% December 17, 2013 February 28, 2017
Class R5 Shares Contractual 1.37% December 17, 2013 February 28, 2017
Class R6 Shares Contractual 1.37% December 17, 2013 February 28, 2017
Class Y Shares Contractual 1.37% December 17, 2013 February 28, 2017
Invesco Balanced-Risk Allocation Fund/3/
Class A Shares Contractual 2.00% July 1, 2012 June 30. 2017
Class B Shares Contractual 2.75% July 1, 2012 June 30, 2017
Class C Shares Contractual 2.75% July 1, 2012 June 30, 2017
Class R Shares Contractual 2.25% July 1, 2012 June 30, 2017
Class R5 Shares Contractual 1.75% July 1, 2012 June 30, 2017
Class R6 Shares Contractual 1.75% September 24, 2012 June 30, 2017
Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2017
Invesco Balanced-Risk Commodity Strategy Fund/4/
Class A Shares Contractual 2.00% July 1, 2014 June 30. 2017
Class B Shares Contractual 2.75% July 1, 2014 June 30, 2017
Class C Shares Contractual 2.75% July 1, 2014 June 30, 2017
Class R Shares Contractual 2.25% July 1, 2014 June 30, 2017
Class R5 Shares Contractual 1.75% July 1, 2014 June 30, 2017
Class R6 Shares Contractual 1.75% July 1, 2014 June 30, 2017
Class Y Shares Contractual 1.75% July 1, 2014 June 30, 2017
Invesco Developing Markets Fund
Class A Shares Contractual 2.25% July 1, 2012 June 30. 2017
Class B Shares Contractual 3.00% July 1, 2012 June 30, 2017
Class C Shares Contractual 3.00% July 1, 2012 June 30, 2017
Class R5 Shares Contractual 2.00% July 1, 2012 June 30, 2017
Class R6 Shares Contractual 2.00% September 24, 2012 June 30, 2017
Class Y Shares Contractual 2.00% July 1, 2012 June 30, 2017
See page 17 for footnotes to Exhibit A.
10
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ ---------- ------------------- ------------------
Invesco Emerging Markets Equity Fund
Class A Shares Contractual 1.54% April 1, 2016 March 31, 2017
Class C Shares Contractual 2.29% April 1, 2016 March 31, 2017
Class R Shares Contractual 1.79% April 1, 2016 March 31, 2017
Class R5 Shares Contractual 1.29% April 1, 2016 March 31, 2017
Class R6 Shares Contractual 1.29% April 1, 2016 March 31, 2017
Class Y Shares Contractual 1.29% April 1, 2016 March 31, 2017
Invesco Emerging Market Local Currency Debt Fund
Class A Shares Contractual 1.24% June 14, 2010 February 28, 2017
Class B Shares Contractual 1.99% June 14, 2010 February 28, 2017
Class C Shares Contractual 1.99% June 14, 2010 February 28, 2017
Class R Shares Contractual 1.49% June 14, 2010 February 28, 2017
Class Y Shares Contractual 0.99% June 14, 2010 February 28, 2017
Class R5 Shares Contractual 0.99% June 14, 2010 February 28, 2017
Class R6 Shares Contractual 0.99% September 24, 2012 February 28, 2017
Invesco Endeavor Fund
Class A Shares Contractual 2.00% July 1, 2009 June 30. 2017
Class B Shares Contractual 2.75% July 1, 2009 June 30, 2017
Class C Shares Contractual 2.75% July 1, 2009 June 30, 2017
Class R Shares Contractual 2.25% July 1, 2009 June 30, 2017
Class R5 Shares Contractual 1.75% July 1, 2009 June 30, 2017
Class R6 Shares Contractual 1.75% September 24, 2012 June 30, 2017
Class Y Shares Contractual 1.75% July 1, 2009 June 30, 2017
Invesco Global Health Care Fund
Class A Shares Contractual 2.00% July 1, 2012 June 30. 2017
Class B Shares Contractual 2.75% July 1, 2012 June 30, 2017
Class C Shares Contractual 2.75% July 1, 2012 June 30, 2017
Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2017
Investor Class Shares Contractual 2.00% July 1, 2012 June 30, 2017
Invesco Global Infrastructure Fund
Class A Shares Contractual 1.40% May 2, 2014 February 28, 2017
Class C Shares Contractual 2.15% May 2, 2014 February 28, 2017
Class R Shares Contractual 1.65% May 2, 2014 February 28, 2017
Class Y Shares Contractual 1.15% May 2, 2014 February 28, 2017
Class R5 Shares Contractual 1.15% May 2, 2014 February 28, 2017
Class R6 Shares Contractual 1.15% May 2, 2014 February 28, 2017
Invesco Global Markets Strategy Fund/5/
Class A Shares Contractual 1.65% March 1, 2016 February 28, 2017
Class C Shares Contractual 2.40% March 1, 2016 February 28, 2017
Class R Shares Contractual 1.90% March 1, 2016 February 28, 2017
Class R5 Shares Contractual 1.40% March 1, 2016 February 28, 2017
Class R6 Shares Contractual 1.40% March 1, 2016 February 28, 2017
Class Y Shares Contractual 1.40% March 1, 2016 February 28, 2017
Invesco Global Market Neutral Fund
Class A Shares Contractual 1.62% December 17, 2013 February 28, 2017
Class C Shares Contractual 2.37% December 17, 2013 February 28, 2017
Class R Shares Contractual 1.87% December 17, 2013 February 28, 2017
Class R5 Shares Contractual 1.37% December 17, 2013 February 28, 2017
Class R6 Shares Contractual 1.37% December 17, 2013 February 28, 2017
Class Y Shares Contractual 1.37% December 17, 2013 February 28, 2017
See page 17 for footnotes to Exhibit A.
11
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ ---------- ------------------- ------------------
Invesco Global Targeted Returns Fund/6/
Class A Shares Contractual 1.65% March 1, 2016 February 28, 2017
Class C Shares Contractual 2.40% March 1, 2016 February 28, 2017
Class R Shares Contractual 1.90% March 1, 2016 February 28, 2017
Class R5 Shares Contractual 1.40% March 1, 2016 February 28, 2017
Class R6 Shares Contractual 1.40% March 1, 2016 February 28, 2017
Class Y Shares Contractual 1.40% March 1, 2016 February 28, 2017
Invesco Greater China Fund
Class A Shares Contractual 2.25% July 1, 2009 June 30, 2017
Class B Shares Contractual 3.00% July 1, 2009 June 30, 2017
Class C Shares Contractual 3.00% July 1, 2009 June 30, 2017
Class R5 Shares Contractual 2.00% July 1, 2009 June 30, 2017
Class Y Shares Contractual 2.00% July 1, 2009 June 30, 2017
Invesco International Total Return Fund
Class A Shares Contractual 1.10% March 31, 2006 February 28, 2017
Class B Shares Contractual 1.85% March 31, 2006 February 28, 2017
Class C Shares Contractual 1.85% March 31, 2006 February 28, 2017
Class R5 Shares Contractual 0.85% October 3, 2008 February 28, 2017
Class R6 Shares Contractual 0.85% September 24, 2012 February 28, 2017
Class Y Shares Contractual 0.85% March 31, 2006 February 28, 2017
Invesco Long/Short Equity Fund
Class A Shares Contractual 1.87% December 17, 2013 February 28, 2017
Class C Shares Contractual 2.62% December 17, 2013 February 28, 2017
Class R Shares Contractual 2.12% December 17, 2013 February 28, 2017
Class R5 Shares Contractual 1.62% December 17, 2013 February 28, 2017
Class R6 Shares Contractual 1.62% December 17, 2013 February 28, 2017
Class Y Shares Contractual 1.62% December 17, 2013 February 28, 2017
Invesco Low Volatility Emerging Markets Fund
Class A Shares Contractual 1.72% December 17, 2013 February 28, 2017
Class C Shares Contractual 2.47% December 17, 2013 February 28, 2017
Class R Shares Contractual 1.97% December 17, 2013 February 28, 2017
Class R5 Shares Contractual 1.47% December 17, 2013 February 28, 2017
Class R6 Shares Contractual 1.47% December 17, 2013 February 28, 2017
Class Y Shares Contractual 1.47% December 17, 2013 February 28, 2017
Invesco MLP Fund
Class A Shares Contractual 1.50% August 29, 2014 February 28, 2017
Class C Shares Contractual 2.25% August 29, 2014 February 28, 2017
Class R Shares Contractual 1.75% August 29, 2014 February 28, 2017
Class R5 Shares Contractual 1.25% August 29, 2014 February 28, 2017
Class R6 Shares Contractual 1.25% August 29, 2014 February 28, 2017
Class Y Shares Contractual 1.25% August 29, 2014 February 28, 2017
Invesco Macro International Equity Fund
Class A Shares Contractual 1.43% December 17, 2013 February 28, 2017
Class C Shares Contractual 2.18% December 17, 2013 February 28, 2017
Class R Shares Contractual 1.68% December 17, 2013 February 28, 2017
Class R5 Shares Contractual 1.18% December 17, 2013 February 28, 2017
Class R6 Shares Contractual 1.18% December 17, 2013 February 28, 2017
Class Y Shares Contractual 1.18% December 17, 2013 February 28, 2017
Invesco Macro Long/Short Fund
Class A Shares Contractual 1.87% December 17, 2013 February 28, 2017
Class C Shares Contractual 2.62% December 17, 2013 February 28, 2017
Class R Shares Contractual 2.12% December 17, 2013 February 28, 2017
Class R5 Shares Contractual 1.62% December 17, 2013 February 28, 2017
Class R6 Shares Contractual 1.62% December 17, 2013 February 28, 2017
Class Y Shares Contractual 1.62% December 17, 2013 February 28, 2017
See page 17 for footnotes to Exhibit A.
12
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ -------------------- ----------------- -----------------
Invesco Pacific Growth Fund
Class A Shares Contractual 2.25% July 1, 2012 June 30. 2017
Class B Shares Contractual 3.00% July 1, 2012 June 30, 2017
Class C Shares Contractual 3.00% July 1, 2012 June 30, 2017
Class R Shares Contractual 2.50% July 1, 2012 June 30, 2017
Class R5 Shares Contractual 2.00% July 1, 2012 June 30, 2017
Class Y Shares Contractual 2.00% July 1, 2012 June 30, 2017
Invesco Premium Income Fund
Class A Shares Contractual 1.05% March 1, 2015 February 28, 2017
Class C Shares Contractual 1.80% March 1, 2015 February 28, 2017
Class R Shares Contractual 1.30% March 1, 2015 February 28, 2017
Class R5 Shares Contractual 0.80% March 1, 2015 February 28, 2017
Class R6 Shares Contractual 0.80% March 1, 2015 February 28, 2017
Class Y Shares Contractual 0.80% March 1, 2015 February 28, 2017
Invesco Select Companies Fund
Class A Shares Contractual 2.00% July 1, 2009 June 30, 2017
Class B Shares Contractual 2.75% July 1, 2009 June 30, 2017
Class C Shares Contractual 2.75% July 1, 2009 June 30, 2017
Class R Shares Contractual 2.25% July 1, 2009 June 30, 2017
Class R5 Shares Contractual 1.75% July 1, 2009 June 30, 2017
Class Y Shares Contractual 1.75% July 1, 2009 June 30, 2017
Invesco Strategic Income Fund
Class A Shares Contractual 0.85% less net AFFE* May 2, 2014 February 28, 2017
Class C Shares Contractual 1.60% less net AFFE* May 2, 2014 February 28, 2017
Class R Shares Contractual 1.10% less net AFFE* May 2, 2014 February 28, 2017
Class Y Shares Contractual 0.60% less net AFFE* May 2, 2014 February 28, 2017
Class R5 Shares Contractual 0.60% less net AFFE* May 2, 2014 February 28, 2017
Class R6 Shares Contractual 0.60% less net AFFE* May 2, 2014 February 28, 2017
Invesco Unconstrained Bond Fund
Class A Shares Contractual 1.04% less net AFFE* October 14, 2014 February 28, 2017
Class C Shares Contractual 1.79% less net AFFE* October 14, 2014 February 28, 2017
Class R Shares Contractual 1.29% less net AFFE* October 14, 2014 February 28, 2017
Class Y Shares Contractual 0.79% less net AFFE* October 14, 2014 February 28, 2017
Class R5 Shares Contractual 0.79% less net AFFE* October 14, 2014 February 28, 2017
Class R6 Shares Contractual 0.79% less net AFFE* October 14, 2014 February 28, 2017
AIM INVESTMENT SECURITIES FUNDS (INVESCO INVESTMENT SECURITIES FUNDS)
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ ---------- ------------------ -------------
Invesco Corporate Bond Fund
Class A Shares Contractual 1.50% July 1, 2012 June 30, 2017
Class B Shares Contractual 2.25% July 1, 2012 June 30, 2017
Class C Shares Contractual 2.25% July 1, 2012 June 30, 2017
Class R Shares Contractual 1.75% July 1, 2012 June 30, 2017
Class R5 Shares Contractual 1.25% July 1, 2012 June 30, 2017
Class R6 Shares Contractual 1.25% September 24, 2012 June 30, 2017
Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2017
Invesco Global Real Estate Fund
Class A Shares Contractual 2.00% July 1, 2009 June 30, 2017
Class B Shares Contractual 2.75% July 1, 2009 June 30, 2017
Class C Shares Contractual 2.75% July 1, 2009 June 30, 2017
Class R Shares Contractual 2.25% July 1, 2009 June 30, 2017
Class R5 Shares Contractual 1.75% July 1, 2009 June 30, 2017
Class R6 Shares Contractual 1.75% September 24, 2012 June 30, 2017
Class Y Shares Contractual 1.75% July 1, 2009 June 30, 2017
See page 17 for footnotes to Exhibit A.
13
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ ---------- ------------------ -------------
Invesco High Yield Fund
Class A Shares Contractual 1.50% July 1, 2013 June 30, 2017
Class B Shares Contractual 2.25% July 1, 2013 June 30, 2017
Class C Shares Contractual 2.25% July 1, 2013 June 30, 2017
Class R5 Shares Contractual 1.25% July 1, 2013 June 30, 2017
Class R6 Shares Contractual 1.25% July 1, 2013 June 30, 2017
Class Y Shares Contractual 1.25% July 1, 2013 June 30, 2017
Investor Class Shares Contractual 1.50% July 1, 2013 June 30, 2017
Invesco Short Duration Inflation Protected Fund
Class A Shares Contractual 0.55% December 31, 2015 June 30, 2017
Class A2 Shares Contractual 0.45% December 31, 2015 June 30, 2017
Class R5 Shares Contractual 0.30% December 31, 2015 June 30, 2017
Class R6 Shares Contractual 0.30% December 31, 2015 June 30, 2017
Class Y Shares Contractual 0.30% December 31, 2015 June 30, 2017
Invesco Real Estate Fund
Class A Shares Contractual 2.00% July 1, 2012 June 30, 2017
Class B Shares Contractual 2.75% July 1, 2012 June 30, 2017
Class C Shares Contractual 2.75% July 1, 2012 June 30, 2017
Class R Shares Contractual 2.25% July 1, 2012 June 30, 2017
Class R5 Shares Contractual 1.75% July 1, 2012 June 30, 2017
Class R6 Shares Contractual 1.75% September 24, 2012 June 30, 2017
Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2017
Investor Class Shares Contractual 2.00% July 1, 2012 June 30, 2017
Invesco Short Term Bond Fund
Class A Shares Contractual 1.40% July 1, 2013 June 30, 2017
Class C Shares Contractual 1.75%/2/ July 1, 2013 June 30, 2017
Class R Shares Contractual 1.75% July 1, 2013 June 30, 2017
Class R5 Shares Contractual 1.25% July 1, 2013 June 30, 2017
Class R6 Shares Contractual 1.25% July 1, 2013 June 30, 2017
Class Y Shares Contractual 1.25% July 1, 2013 June 30, 0000
Xxxxxxx X.X. Government Fund
Class A Shares Contractual 1.50% July 1, 2012 June 30, 2017
Class B Shares Contractual 2.25% July 1, 2012 June 30, 2017
Class C Shares Contractual 2.25% July 1, 2012 June 30, 2017
Class R Shares Contractual 1.75% July 1, 2012 June 30, 2017
Class R5 Shares Contractual 1.25% July 1, 2012 June 30, 2017
Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2017
Investor Class Shares Contractual 1.50% July 1, 2012 June 30, 2017
AIM SECTOR FUNDS (INVESCO SECTOR FUNDS)
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ ---------- ------------------- --------------
Invesco American Value Fund
Class A Shares Contractual 2.00% July 1, 2013 June 30, 2017
Class B Shares Contractual 2.75% July 1, 2013 June 30, 2017
Class C Shares Contractual 2.75% July 1, 2013 June 30, 2017
Class R Shares Contractual 2.25% July 1, 2013 June 30, 2017
Class R5 Shares Contractual 1.75% July 1, 2013 June 30, 2017
Class R6 Shares Contractual 1.75% July 1, 2013 June 30, 2017
Class Y Shares Contractual 1.75% July 1, 2013 June 30, 2017
Invesco Xxxxxxxx Fund
Class A Shares Contractual 2.00% July 1, 2012 June 30, 2017
Class B Shares Contractual 2.75% July 1, 2012 June 30, 2017
Class C Shares Contractual 2.75% July 1, 2012 June 30, 2017
Class R Shares Contractual 2.25% July 1, 2012 June 30, 2017
Class R5 Shares Contractual 1.75% July 1, 2012 June 30, 2017
Class R6 Shares Contractual 1.75% September 24, 2012 June 30, 2017
Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2017
See page 17 for footnotes to Exhibit A.
14
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ ---------- ----------------- ---------------
Invesco Energy Fund
Class A Shares Contractual 2.00% July 1, 2009 June 30, 2017
Class B Shares Contractual 2.75% July 1, 2009 June 30, 2017
Class C Shares Contractual 2.75% July 1, 2009 June 30, 2017
Class R5 Shares Contractual 1.75% July 1, 2009 June 30, 2017
Class Y Shares Contractual 1.75% July 1, 2009 June 30, 2017
Investor Class Shares Contractual 2.00% July 1, 2009 June 30, 2017
Invesco Dividend Income Fund
Class A Shares Contractual 1.14% September 1, 2014 August 31, 2016
Class B Shares Contractual 1.89% September 1, 2014 August 31, 2016
Class C Shares Contractual 1.89% September 1, 2014 August 31, 2016
Class R5 Shares Contractual 0.89% September 1, 2014 August 31, 2016
Class R6 Shares Contractual 0.89% September 1, 2014 August 31, 2016
Class Y Shares Contractual 0.89% September 1, 2014 August 31, 2016
Investor Class Shares Contractual 1.14% September 1, 2014 August 31, 2016
Invesco Dividend Income Fund
Class A Shares Contractual 2.00% September 1, 2016 June 30, 2017
Class B Shares Contractual 2.75% September 1, 2016 June 30, 2017
Class C Shares Contractual 2.75% September 1, 2016 June 30, 2017
Class R5 Shares Contractual 1.75% September 1, 2016 June 30, 2017
Class R6 Shares Contractual 1.75% September 1, 2016 June 30, 2017
Class Y Shares Contractual 1.75% September 1, 2016 June 30, 2017
Investor Class Shares Contractual 2.00% September 1, 2016 June 30, 2017
Invesco Gold & Precious Metals Fund
Class A Shares Contractual 2.00% July 1, 2009 June 30, 2017
Class B Shares Contractual 2.75% July 1, 2009 June 30, 2017
Class C Shares Contractual 2.75% July 1, 2009 June 30, 2017
Class Y Shares Contractual 1.75% July 1, 2009 June 30, 2017
Investor Class Shares Contractual 2.00% July 1, 2009 June 30, 2017
Invesco Mid Cap Growth Fund
Class A Shares Contractual 2.00% August 1, 2015 June 30, 2017
Class B Shares Contractual 2.75% August 1, 2015 June 30, 2017
Class C Shares Contractual 2.75% August 1, 2015 June 30, 2017
Class R Shares Contractual 2.25% August 1, 2015 June 30, 2017
Class R5 Shares Contractual 1.75% August 1, 2015 June 30, 2017
Class R6 Shares Contractual 1.75% August 1, 2015 June 30, 2017
Class Y Shares Contractual 1.75% August 1, 2015 June 30, 2017
Invesco Small Cap Value Fund
Class A Shares Contractual 2.00% July 1, 2012 June 30, 2017
Class B Shares Contractual 2.75% July 1, 2012 June 30, 2017
Class C Shares Contractual 2.75% July 1, 2012 June 30, 2017
Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2017
Invesco Technology Fund
Class A Shares Contractual 2.00% July 1, 2012 June 30, 2017
Class B Shares Contractual 2.75% July 1, 2012 June 30, 2017
Class C Shares Contractual 2.75% July 1, 2012 June 30, 2017
Class R5 Shares Contractual 1.75% July 1, 2012 June 30, 2017
Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2017
Investor Class Shares Contractual 2.00% July 1, 2012 June 30, 2017
Invesco Technology Sector Fund
Class A Shares Contractual 2.00% February 12, 2010 June 30, 2017
Class B Shares Contractual 2.75% February 12, 2010 June 30, 2017
Class C Shares Contractual 2.75% February 12, 2010 June 30, 2017
Class Y Shares Contractual 1.75% February 12, 2010 June 30, 2017
See page 17 for footnotes to Exhibit A.
15
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ ---------- ----------------- -------------
Invesco Value Opportunities Fund
Class A Shares Contractual 2.00% July 1, 2012 June 30, 2017
Class B Shares Contractual 2.75% July 1, 2012 June 30, 2017
Class C Shares Contractual 2.75% July 1, 2012 June 30, 2017
Class R Shares Contractual 2.25% July 1, 2012 June 30, 2017
Class R5 Shares Contractual 1.75% July 1, 2012 June 30, 2017
Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2017
AIM TAX-EXEMPT FUNDS (INVESCO TAX-EXEMPT FUNDS)
Contractual/ Expense Effective Date of Expiration
Fund Voluntary Limitation Current Limit Date
---- ------------ ---------- ----------------- -------------
Invesco High Yield Municipal Fund
Class A Shares Contractual 1.50% July 1, 2012 June 30, 2017
Class B Shares Contractual 2.25% July 1, 2012 June 30, 2017
Class C Shares Contractual 2.25% July 1, 2012 June 30, 2017
Class R5 Shares Contractual 1.25% July 1, 2012 June 30, 2017
Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2017
Invesco Intermediate Term Municipal Income Fund
Class A Shares Contractual 0.84% July 1, 2016 June 30, 2017
Class B Shares Contractual 1.59% July 1, 2016 June 30, 2017
Class C Shares Contractual 1.59% July 1, 2016 June 30, 2017
Class Y Shares Contractual 0.59% July 1, 2016 June 30, 2017
Invesco Municipal Income Fund
Class A Shares Contractual 1.50% July 1, 2013 June 30, 2017
Class B Shares Contractual 2.25% July 1, 2013 June 30, 2017
Class C Shares Contractual 2.25% July 1, 2013 June 30, 2017
Class Y Shares Contractual 1.25% July 1, 2013 June 30, 2017
Investor Class Contractual 1.50% July 15, 2013 June 30, 2017
Invesco New York Tax Free Income Fund
Class A Shares Contractual 1.50% July 1, 2012 June 30, 2017
Class B Shares Contractual 2.25% July 1, 2012 June 30, 2017
Class C Shares Contractual 2.25% July 1, 2012 June 30, 2017
Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2017
Invesco Limited Term Municipal Income Fund
Class A Shares Contractual 1.50% July 1, 2012 June 30, 2017
Class A2 Shares Contractual 1.25% July 1, 2012 June 30, 2017
Class C Shares Contractual 2.25% June 30, 2013 June 30, 2017
Class R5 Shares Contractual 1.25% July 1, 2012 June 30, 2017
Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2017
INVESCO MANAGEMENT TRUST
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ ---------- ----------------- -----------------
Invesco Conservative Income Fund
Institutional Class Contractual 0.28% July 1, 2014 December 31, 2016
See page 17 for footnotes to Exhibit A.
16
INVESCO SECURITIES TRUST
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ ---------- ----------------- -----------------
Invesco Balanced-Risk Aggressive Allocation Fund Contractual 1.15% January 16, 2013 February 28, 2017
* ACQUIRED FUND FEES AND EXPENSES ("AFFE") WILL BE CALCULATED AS OF THE FUND'S
FISCAL YEAR END ACCORDING TO INSTRUCTION 3(F) OF ITEM 3 OF FORM N-1A. "NET
AFFE" WILL BE CALCULATED BY SUBTRACTING ANY WAIVERS BY INVESCO ASSOCIATED
WITH INVESTMENTS IN AFFILIATED FUNDS, SUCH AS INVESTMENTS IN AFFILIATED MONEY
MARKET FUNDS, FROM THE AFFE CALCULATED IN ACCORDANCE WITH THE PRECEDING
SENTENCE. FOR CLARITY, THE NET AFFE CALCULATED AS OF THE FUND'S FISCAL YEAR
END WILL BE USED THROUGHOUT THE WAIVER PERIOD IN ESTABLISHING THE FUND'S
WAIVER AMOUNT, REGARDLESS OF WHETHER ACTUAL AFFE IS MORE OR LESS DURING THE
WAIVER PERIOD.
/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.
/3/ Includes waived fees or reimbursed expenses that Invesco receives from
Invesco Cayman Commodity Fund I, Ltd.
/4/ Includes waived fees or reimbursed expenses that Invesco receives from
Invesco Cayman Commodity Fund III, Ltd.
/5/ Includes waived fees or reimbursed expenses that Invesco receives from
Invesco Cayman Commodity Fund V, Ltd.
/6/ Includes waived fees or reimbursed expenses that Invesco receives from
Invesco Cayman Commodity Fund VII, Ltd.
17
EXHIBIT "B" - INSTITUTIONAL MONEY MARKET FUNDS/1,2/
SHORT-TERM INVESTMENTS TRUST
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ ---------- ----------------- ------------------
Government & Agency Portfolio
Cash Management Class Contractual 0.26% June 1, 2016 December 31, 2016
Corporate Class Contractual 0.21% June 1, 2016 December 31, 2016
Institutional Class Contractual 0.18% June 1, 2016 December 31, 2016
Personal Investment Class Contractual 0.73% June 1, 2016 December 31, 2016
Private Investment Class Contractual 0.48% June 1, 2016 December 31, 2016
Reserve Class Contractual 1.05% June 1, 2016 December 31, 2016
Resource Class Contractual 0.34% June 1, 2016 December 31, 2016
Government TaxAdvantage Portfolio
Cash Management Class Contractual 0.26% June 1, 2016 December 31, 2016
Corporate Class Contractual 0.21% June 1, 2016 December 31, 2016
Institutional Class Contractual 0.18% June 1, 2016 December 31, 2016
Personal Investment Class Contractual 0.73% June 1, 2016 December 31, 2016
Private Investment Class Contractual 0.43% June 1, 2016 December 31, 2016
Reserve Class Contractual 1.05% June 1, 2016 December 31, 2016
Resource Class Contractual 0.34% June 1, 2016 December 31, 2016
Liquid Assets Portfolio
Cash Management Class Contractual 0.26% June 1, 2016 December 31, 2016
Corporate Class Contractual 0.21% June 1, 2016 December 31, 2016
Institutional Class Contractual 0.18% June 1, 2016 December 31, 2016
Personal Investment Class Contractual 0.73% June 1, 2016 December 31, 2016
Private Investment Class Contractual 0.48% June 1, 2016 December 31, 2016
Reserve Class Contractual 1.05% June 1, 2016 December 31, 2016
Resource Class Contractual 0.38% June 1, 2016 December 31, 2016
STIC Prime Portfolio
Cash Management Class Contractual 0.26% June 1, 2016 December 31, 2016
Corporate Class Contractual 0.21% June 1, 2016 December 31, 2016
Institutional Class Contractual 0.18% June 1, 2016 December 31, 2016
Personal Investment Class Contractual 0.73% June 1, 2016 December 31, 2016
Private Investment Class Contractual 0.48% June 1, 2016 December 31, 2016
Reserve Class Contractual 1.05% June 1, 2016 December 31, 2016
Resource Class Contractual 0.34% June 1, 2016 December 31, 2016
Tax-Free Cash Reserve Portfolio/2/
Cash Management Class Contractual 0.28% June 1, 2016 December 31, 2016
Corporate Class Contractual 0.23% June 1, 2016 December 31, 2016
Institutional Class Contractual 0.20% June 1, 2016 December 31, 2016
Personal Investment Class Contractual 0.75% June 1, 2016 December 31, 2016
Private Investment Class Contractual 0.45% June 1, 2016 December 31, 2016
Reserve Class Contractual 1.07% June 1, 2016 December 31, 2016
Resource Class Contractual 0.36% June 1, 2016 December 31, 2016
Treasury Portfolio
Cash Management Class Contractual 0.26% June 1, 2016 December 31, 2016
Corporate Class Contractual 0.21% June 1, 2016 December 31, 2016
Institutional Class Contractual 0.18% June 1, 2016 December 31, 2016
Personal Investment Class Contractual 0.73% June 1, 2016 December 31, 2016
Private Investment Class Contractual 0.48% June 1, 2016 December 31, 2016
Reserve Class Contractual 1.05% June 1, 2016 December 31, 2016
Resource Class Contractual 0.34% June 1, 2016 December 31, 2016
/1/ The expense rate excluding 12b-1 fees of any class of shares established
after the date of this Memorandum of Agreement will be the same as
existing classes.
/2/ The expense limitation also excludes Trustees' fees and federal
registration expenses.
18
EXHIBIT "C" - VARIABLE INSURANCE FUNDS
AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ --------------------- ----------------- --------------
Invesco V.I. American Franchise Fund
Series I Shares Contractual 2.00% July 1, 2014 June 30, 2017
Series II Shares Contractual 2.25% July 1, 2014 June 30, 2017
Invesco V.I. American Value Fund
Series I Shares Contractual 2.00% July 1, 2012 June 30, 2017
Series II Shares Contractual 2.25% July 1, 2012 June 30, 2017
Invesco V.I. Balanced-Risk Allocation Fund/1/
Series I Shares Contractual 0.80% less net AFFE* May 1, 2014 April 30, 2017
Series II Shares Contractual 1.05% less net AFFE* May 1, 2014 April 30, 2017
Invesco V.I. Xxxxxxxx Fund
Series I Shares Contractual 0.78% May 1, 2013 April 30, 2017
Series II Shares Contractual 1.03% May 1, 2013 April 30, 2017
Invesco V.I. Core Equity Fund
Series I Shares Contractual 2.00% May 1, 2013 June 30, 2017
Series II Shares Contractual 2.25% May 1, 2013 June 30, 2017
Invesco V.I. Core Plus Bond Fund
Series I Shares Contractual 0.61% April 30, 2015 April 30, 2017
Series II Shares Contractual 0.86% April 30, 2015 April 30, 2017
Invesco V.I. Diversified Dividend Fund
Series I Shares Contractual 2.00% May 1, 2013 June 30, 2017
Series II Shares Contractual 2.25% May 1, 2013 June 30, 2017
Invesco V.I. Equally-Weighted S&P 500 Fund
Series I Shares Contractual 2.00% July 1, 2012 June 30, 2017
Series II Shares Contractual 2.25% July 1, 2012 June 30, 2017
Invesco V.I. Equity and Income Fund
Series I Shares Contractual 1.50% July 1, 2012 June 30, 2017
Series II Shares Contractual 1.75% July 1, 2012 June 30, 2017
Invesco V.I. Global Core Equity Fund
Series I Shares Contractual 2.25% July 1, 2012 June 30, 2017
Series II Shares Contractual 2.50% July 1, 2012 June 30, 2017
Invesco V.I. Global Health Care Fund
Series I Shares Contractual 2.00% May 1. 2013 June 30, 2017
Series II Shares Contractual 2.25% May 1, 2013 June 30, 2017
Invesco V.I. Global Real Estate Fund
Series I Shares Contractual 2.00% May 1. 2013 June 30, 2017
Series II Shares Contractual 2.25% May 1, 2013 June 30, 2017
/1/ Includes waived fees or reimbursed expenses that Invesco receives from
Invesco Cayman Commodity Fund IV, Ltd.
19
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ ---------- ----------------- --------------
Invesco V.I. Government Money Market Fund
Series I Shares Contractual 1.50% May 1, 2013 June 30, 2017
Series II Shares Contractual 1.75% May 1, 2013 June 30, 2017
Invesco V.I. Government Securities Fund
Series I Shares Contractual 1.50% May 1, 2013 June 30, 2017
Series II Shares Contractual 1.75% May 1, 2013 June 30, 2017
Invesco V.I. Growth and Income Fund
Series I Shares Contractual 0.78% May 1. 2013 April 30, 2017
Series II Shares Contractual 1.03% May 1, 2013 April 30, 2017
Invesco V.I. High Yield Fund
Series I Shares Contractual 1.50% May 1, 2014 June 30, 2017
Series II Shares Contractual 1.75% May 1, 2014 June 30, 2017
Invesco V.I. International Growth Fund
Series I Shares Contractual 2.25% July 1, 2012 June 30, 2017
Series II Shares Contractual 2.50% July 1, 2012 June 30, 2017
Invesco V.I. Managed Volatility Fund
Series I Shares Contractual 2.00% May 1, 2015 June 30, 2017
Series II Shares Contractual 2.25% May 1, 2015 June 30, 2017
Invesco V.I. Mid Cap Core Equity Fund
Series I Shares Contractual 2.00% May 1. 2013 June 30, 2017
Series II Shares Contractual 2.25% May 1, 2013 June 30, 2017
Invesco V.I. Mid Cap Growth Fund
Series I Shares Contractual 2.00% July 1, 2014 June 30, 2017
Series II Shares Contractual 2.25% July 1, 2014 June 30, 2017
Invesco V.I. S&P 500 Index Fund
Series I Shares Contractual 2.00% July 1, 2012 June 30, 2017
Series II Shares Contractual 2.25% July 1, 2012 June 30, 2017
Invesco V.I. Small Cap Equity Fund
Series I Shares Contractual 2.00% May 1. 2013 June 30, 2017
Series II Shares Contractual 2.25% May 1, 2013 June 30, 2017
Invesco V.I. Technology Fund
Series I Shares Contractual 2.00% May 1. 2013 June 30, 2017
Series II Shares Contractual 2.25% May 1, 2013 June 30, 2017
Invesco V.I. Value Opportunities Fund
Series I Shares Contractual 2.00% May 1. 2013 June 30, 2017
Series II Shares Contractual 2.25% May 1, 2013 June 30, 2017
* ACQUIRED FUND FEES AND EXPENSES ("AFFE") WILL BE CALCULATED AS OF THE FUND'S
FISCAL YEAR END ACCORDING TO INSTRUCTION 3(F) OF ITEM 3 OF FORM N-1A. "NET
AFFE" WILL BE CALCULATED BY SUBTRACTING ANY WAIVERS BY INVESCO ASSOCIATED
WITH INVESTMENTS IN AFFILIATED FUNDS, SUCH AS INVESTMENTS IN AFFILIATED MONEY
MARKET FUNDS, FROM THE AFFE CALCULATED IN ACCORDANCE WITH THE PRECEDING
SENTENCE. FOR CLARITY, THE NET AFFE CALCULATED AS OF THE FUND'S FISCAL YEAR
END WILL BE USED THROUGHOUT THE WAIVER PERIOD IN ESTABLISHING THE FUND'S
WAIVER AMOUNT, REGARDLESS OF WHETHER ACTUAL AFFE IS MORE OR LESS DURING THE
WAIVER PERIOD.
20
EXHIBIT "D" - CLOSED-END FUNDS
INVESCO CALIFORNIA VALUE MUNICIPAL INCOME TRUST
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF COMMITMENT
FUND VOLUNTARY LIMITATION CURRENT LIMIT END DATE
---- ------------ ---------- ----------------- ----------
Invesco California Value Municipal Income Trust Voluntary 0.83% July 1, 2016 N/A
INVESCO QUALITY MUNICIPAL INCOME TRUST
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF COMMITMENT
FUND VOLUNTARY LIMITATION CURRENT LIMIT END DATE
---- ------------ ---------- ----------------- ----------
Invesco Quality Municipal Income Trust Voluntary 0.71% July 1, 2016 N/A
21
Sub-Item 77Q1(e)
AMENDMENT NO. 18
TO
MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS
This Amendment dated as of July 27, 2016, amends the Master Intergroup
Sub-Advisory Contract for Mutual Funds (the "Contract"), dated May 1, 2008,
between Invesco Advisers, Inc. (the "Adviser"), on behalf of AIM Investment
Funds (Invesco Investment Funds), and each of Invesco Canada Ltd., Invesco
Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco
Asset Management (Japan) Ltd., Invesco Hong Kong Limited, and Invesco Senior
Secured Management, Inc. (each a "Sub-Adviser" and, collectively, the
"Sub-Advisers").
W I T N E S S E T H:
WHEREAS, the Trust desires to amend the Agreement to change the name of
Invesco Premium Income Fund to Invesco Multi-Asset Income Fund and Invesco
Global Markets Strategy Fund to Invesco Macro Allocation Strategy Fund;
NOW, THEREFORE, the parties agree as follows;
1. Exhibit A to the Contract is hereby deleted in its entirety and replaced
with the following:
"EXHIBIT A
Invesco All Cap Market Neutral Fund
Invesco Balanced-Risk Allocation Fund
Invesco Balanced-Risk Commodity Strategy Fund
Invesco Greater China Fund
Invesco Developing Markets Fund
Invesco Emerging Markets Flexible Bond Fund
Invesco Emerging Markets Equity Fund
Invesco Endeavor Fund
Invesco Global Health Care Fund
Invesco Global Infrastructure Fund
Invesco Global Market Neutral Fund
Invesco Global Targeted Returns Fund
Invesco International Total Return Fund
Invesco Long/Short Equity Fund
Invesco Low Volatility Emerging Markets Fund
Invesco Macro Allocation Strategy Fund
Invesco Macro International Equity Fund
Invesco Macro Long/Short Fund
Invesco MLP Fund
Invesco Multi-Asset Income Fund
Invesco Pacific Growth Fund
Invesco Select Companies Fund
Invesco Strategic Income Fund
Invesco Unconstrained Bond Fund"
2. All other terms and provisions of the Contract not amended shall remain
in full force and effect.
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
INVESCO CANADA LTD.
Sub-Adviser
By: /s/ Xxxxx X. Xxxxxx
------------------------------
Name: Xxxxx X. Xxxxxx
Title: Executive Vice President &
Chief Financial Officer
By: /s/ Harsh Damani
------------------------------
Name: Harsh Damani
Title: Chief Financial Officer,
Funds & Senior Vice
President, Fund Administration
INVESCO ASSET MANAGEMENT DEUTSCHLAND GMBH
Sub-Adviser
By: /s/ Xxxxxx Xxxxxx /s/ Xxxxxxx Xxxxx
-------------------------------------
Name: Xxxxxx Xxxxxx Xxxxxxx Xxxxx
Title: Director Director
INVESCO ASSET MANAGEMENT LIMITED
Sub-Adviser
By: /s/ XX Xxxxxxxxx
------------------------------
Name: XX Xxxxxxxxx
Title: Director
INVESCO ASSET MANAGEMENT (JAPAN) LTD.
Sub-Adviser
By: /s/ Xxxxxxxx Xxxxxxxx
------------------------------
Name: Xxxxxxxx Xxxxxxxx
Title: Managing Director
INVESCO HONG KONG LIMITED
Sub-Adviser
By: /s/ Xxxx Xxxx /s/ Xxxxx Xxx
------------------------------
Name: Xxxx Xxxx Xxxxx Xxx
Title: Director Director
INVESCO SENIOR SECURED MANAGEMENT,
INC.
Sub-Adviser
By: /s/ Xxxxxxx X. Xxxxx
------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Secretary & General Counsel
Sub-Item 77Q1(e)
AMENDMENT NO. 19
TO
MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS
This Amendment dated as of October 28, 2016, amends the Master Intergroup
Sub-Advisory Contract for Mutual Funds (the "Contract"), dated May 1, 2008,
between Invesco Advisers, Inc. (the "Adviser"), on behalf of AIM Investment
Funds (Invesco Investment Funds), and each of Invesco Canada Ltd., Invesco
Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco
Asset Management (Japan) Ltd., Invesco Hong Kong Limited, and Invesco Senior
Secured Management, Inc. (each a "Sub-Adviser" and, collectively, the
"Sub-Advisers").
W I T N E S S E T H:
WHEREAS, the Trust desires to amend the Agreement to remove Invesco
Unconstrained Bond Fund and Invesco Strategic Income Fund;
NOW, THEREFORE, the parties agree as follows;
1. Exhibit A to the Contract is hereby deleted in its entirety and replaced
with the following:
"EXHIBIT A
Invesco All Cap Market Neutral Fund
Invesco Balanced-Risk Allocation Fund
Invesco Balanced-Risk Commodity Strategy Fund
Invesco Greater China Fund
Invesco Developing Markets Fund
Invesco Emerging Markets Flexible Bond Fund
Invesco Emerging Markets Equity Fund
Invesco Endeavor Fund
Invesco Global Health Care Fund
Invesco Global Infrastructure Fund
Invesco Global Market Neutral Fund
Invesco Global Targeted Returns Fund
Invesco International Total Return Fund
Invesco Long/Short Equity Fund
Invesco Low Volatility Emerging Markets Fund
Invesco Macro Allocation Strategy Fund
Invesco Macro International Equity Fund
Invesco Macro Long/Short Fund
Invesco MLP Fund
Invesco Multi-Asset Income Fund
Invesco Pacific Growth Fund
Invesco Select Companies Fund"
2. All other terms and provisions of the Contract not amended shall remain
in full force and effect.
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
INVESCO CANADA LTD.
Sub-Adviser
By: /s/ Xxxxx X. Xxxxxx
------------------------------
Name: Xxxxx X. Xxxxxx
Title: Executive Vice President &
Chief Financial Officer
By: /s/ Harsh Damani
------------------------------
Name: Harsh Damani
Title: Chief Financial Officer,
Funds & Senior Vice President
Fund Administration
INVESCO ASSET MANAGEMENT
DEUTSCHLAND GMBH
Sub-Adviser
By: /s/ Xxxxxxx Xxxxxxx /s/ Xxxx Xxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxxx Xxxx Xxxxxxx
Title: Director Head of Legal Germany
INVESCO ASSET MANAGEMENT LIMITED
Sub-Adviser
By: /s/ Xxxxxx Xxxxxxxxx
------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Director
INVESCO ASSET MANAGEMENT (JAPAN) LTD.
Sub-Adviser
By: /s/ Xxxxxxxx Xxxxxxxx
------------------------------
Name: Xxxxxxxx Xxxxxxxx
Title: Managing Director
INVESCO HONG KONG LIMITED
Sub-Adviser
By: /s/ Xxxx Xxxx /s/ Xxxxx Xxx
--------------------------------
Name: Xxxx Xxxx Xxxxx Xxx
Title: Director Director
INVESCO SENIOR SECURED MANAGEMENT,
INC.
Sub-Adviser
By: /s/ Xxxxxxx X. Xxxxx
------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Secretary & General Counsel
Sub-Item 77Q1(e)
AMENDMENT NO. 32
TO
MASTER INVESTMENT ADVISORY AGREEMENT
This Amendment dated as of July 27, 2016, amends the Master Investment
Advisory Agreement (the "Agreement"), dated September 11, 2000, between AIM
Investment Funds (Invesco Investment Funds), a Delaware statutory trust, and
Invesco Advisers, Inc., a Delaware corporation.
W I T N E S S E T H:
WHEREAS, the Trust desires to amend the Agreement to change the name of
Invesco Premium Income Fund to Invesco Multi-Asset Income Fund and Invesco
Global Markets Strategy Fund to Invesco Macro Allocation Strategy Fund;
NOW, THEREFORE, the parties agree as follows;
1. Appendix A and Appendix B to the Agreement are hereby deleted in their
entirety and replaced with the following:
"APPENDIX A
FUNDS AND EFFECTIVE DATES
NAME OF FUND EFFECTIVE DATE OF ADVISORY AGREEMENT
------------ ------------------------------------
Invesco All Cap Market Neutral Fund December 16, 2013
Invesco Balanced-Risk Allocation Fund May 29, 2009
Invesco Balanced-Risk Commodity Xxxxxxxx Xxxx Xxxxxxxx 00, 0000
Xxxxxxx Xxxxxxx Xxxxx Fund March 31, 2006
Invesco Developing Markets Fund September 1, 2001
Invesco Emerging Markets Flexible Bond Fund June 14, 2010
Invesco Emerging Markets Equity Fund May 31, 2011
Invesco Endeavor Fund November 3, 2003
Invesco Global Health Care Fund September 1, 2001
Invesco Global Infrastructure Fund April 22, 2014
Invesco Global Market Neutral Fund December 16, 2013
Invesco Global Targeted Returns Fund December 16, 2013
Invesco International Total Return Fund March 31, 2006
Invesco Long/Short Equity Fund December 16, 2013
Invesco Low Volatility Emerging Markets Fund December 16, 2013
Invesco Macro Allocation Strategy Fund September 25, 2012
Invesco Macro International Equity Fund December 16, 2013
Invesco Macro Long/Short Fund December 16, 2013
Invesco MLP Fund April 22, 2014
Invesco Multi-Asset Income Fund December 14, 2011
Invesco Pacific Growth Fund February 12, 2010
Invesco Select Companies Fund November 3, 2003
Invesco Strategic Income Fund April 22, 2014
Invesco Unconstrained Bond Fund October 14, 0000
XXXXXXXX X
COMPENSATION TO THE ADVISOR
The Trust shall pay the Adviser, out of the assets of a Fund, as full
compensation for all services rendered, an advisory fee for such Fund set forth
below. Such fee shall be calculated by applying the following annual rates to
the average daily net assets of such Fund for the calendar year computed in the
manner used for the determination of the net asset value of shares of such Fund.
INVESCO ALL CAP MARKET NEUTRAL FUND
INVESCO GLOBAL MARKET NEUTRAL FUND
INVESCO LONG/SHORT EQUITY FUND
INVESCO MACRO LONG/SHORT FUND
NET ASSETS ANNUAL RATE
---------- -----------
First $10 billion............. 1.25%
Over $10 billion.............. 1.15%
INVESCO BALANCED-RISK ALLOCATION FUND
NET ASSETS ANNUAL RATE*
---------- ------------
First $250 million............ 0.95%
Next $250 million............. 0.925%
Next $500 million............. 0.90%
Next $1.5 billion............. 0.875%
Next $2.5 billion............. 0.85%
Next $2.5 billion............. 0.825%
Next $2.5 billion............. 0.80%
Over $10 billion.............. 0.775%
* To the extent Invesco Balanced-Risk Allocation Fund invests its assets in
Invesco Cayman Commodity Fund I Ltd., a direct wholly-owned subsidiary of
Invesco Balanced-Risk Allocation Fund, the Adviser shall not collect the
portion of the advisory fee that the Adviser would
otherwise be entitled to collect from Invesco Balanced-Risk Allocation Fund, in
an amount equal to 100% of the advisory fee that the Adviser receives from
Invesco Cayman Commodity Fund I Ltd.
INVESCO BALANCED-RISK COMMODITY STRATEGY FUND
NET ASSETS ANNUAL RATE*
---------- ------------
First $250 million............ 1.050%
Next $250 million............. 1.025%
Next $500 million............. 1.000%
Next $1.5 billion............. 0.975%
Next $2.5 billion............. 0.950%
Next $2.5 billion............. 0.925%
Next $2.5 billion............. 0.900%
Over $10 billion.............. 0.875%
* To the extent Invesco Balanced-Risk Commodity Strategy Fund invests its
assets in Invesco Cayman Commodity Fund III Ltd., a direct wholly-owned
subsidiary of Invesco Balanced-Risk Commodity Strategy Fund, the Adviser
shall not collect the portion of the advisory fee that the Adviser would
otherwise be entitled to collect from Invesco Balanced-Risk Commodity
Strategy Fund, in an amount equal to 100% of the advisory fee that the
Adviser receives from Invesco Cayman Commodity Fund III Ltd.
INVESCO GREATER CHINA FUND
INVESCO DEVELOPING MARKETS FUND
INVESCO EMERGING MARKETS EQUITY FUND
INVESCO LOW VOLATILITY EMERGING MARKETS FUND
INVESCO MACRO INTERNATIONAL EQUITY FUND
NET ASSETS ANNUAL RATE
---------- -----------
First $250 million............ 0.935%
Next $250 million............. 0.91%
Next $500 million............. 0.885%
Next $1.5 billion............. 0.86%
Next $2.5 billion............. 0.835%
Next $2.5 billion............. 0.81%
Next $2.5 billion............. 0.785%
Over $10 billion.............. 0.76%
INVESCO EMERGING MARKETS FLEXIBLE BOND FUND
NET ASSETS ANNUAL RATE
---------- -----------
First $500 million............ 0.75%
Next $500 million............. 0.70%
Next $500 million............. 0.67%
Over $1.5 billion............. 0.65%
INVESCO GLOBAL HEALTH CARE FUND
NET ASSETS ANNUAL RATE
---------- -----------
First $350 million............ 0.75%
Next $350 million............. 0.65%
Next $1.3 billion............. 0.55%
Next $2 billion............... 0.45%
Next $2 billion............... 0.40%
Next $2 billion............... 0.375%
Over $8 billion............... 0.35%
INVESCO GLOBAL INFRASTRUCTURE FUND
NET ASSETS ANNUAL RATE
---------- -----------
First $2.5 billion............ 0.840%
Next $2 billion............... 0.800%
Next $3.5 billion............. 0.785%
Over $8 billion............... 0.770%
INVESCO MACRO ALLOCATION STRATEGY FUND
INVESCO GLOBAL TARGETED RETURNS FUND
NET ASSETS ANNUAL RATE*
---------- ------------
First $10 billion............. 1.500%
Over $10 billion.............. 1.250%
* To the extent Invesco Global Markets Strategy Fund invests its assets in
Invesco Cayman Commodity Fund V Ltd., a direct wholly-owned subsidiary of
Invesco Global Markets Strategy Fund, the Adviser shall not collect the
portion of the advisory fee that the Adviser would otherwise be entitled to
collect from Invesco Global Markets Strategy Fund, in an amount equal to 100%
of the advisory fee that the Adviser receives from Invesco Cayman Commodity
Fund V Ltd.
INVESCO INTERNATIONAL TOTAL RETURN FUND
NET ASSETS ANNUAL RATE
---------- -----------
First $250 million............ 0.65%
Next $250 million............. 0.59%
Next $500 million............. 0.565%
Next $1.5 billion............. 0.54%
Next $2.5 billion............. 0.515%
Next $5 billion............... 0.49%
Over $10 billion.............. 0.465%
INVESCO MLP FUND
NET ASSETS ANNUAL RATE
---------- -----------
First $1 billion.............. 1.00%
Next $1.5 billion............. 0.95%
Next $2 billion............... 0.93%
Next $3.5 billion............. 0.91%
Over $8 billion............... 0.90%
INVESCO ENDEAVOR FUND
INVESCO SELECT COMPANIES FUND
NET ASSETS ANNUAL RATE
---------- -----------
First $250 million............ 0.745%
Next $250 million............. 0.73%
Next $500 million............. 0.715%
Next $1.5 billion............. 0.70%
Next $2.5 billion............. 0.685%
Next $2.5 billion............. 0.67%
Next $2.5 billion............. 0.655%
Over $10 billion.............. 0.64%
INVESCO STRATEGIC INCOME FUND
NET ASSETS ANNUAL RATE
---------- -----------
First $1 billion.............. 0.60%
Next $3.5 billion............. 0.55%
Over $4.5 billion............. 0.45%
INVESCO PACIFIC GROWTH FUND
NET ASSETS ANNUAL RATE
---------- -----------
First $1 billion.............. 0.87%
Next $1 billion............... 0.82%
Over $2 billion............... 0.77%
INVESCO MULTI-ASSET INCOME FUND
NET ASSETS ANNUAL RATE
---------- -----------
First $500 million............ 0.650%
Next $500 million............. 0.600%
Next $500 million............. 0.550%
Over $1.5 billion............. 0.540%
INVESCO UNCONSTRAINED BOND FUND
NET ASSETS ANNUAL RATE
---------- -----------
First $1 billion.............. 0.700%
Next $3.5 billion............. 0.650%
Over $4.5 billion............. 0.550%"
2. In all other respects, the Agreement is hereby confirmed and remains in
full force and effect.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their respective officers on the date first written above.
AIM INVESTMENT FUNDS
(INVESCO INVESTMENT FUNDS)
Attest: /s/ Xxxxx Xxxxxxxx By: /s/ Xxxx X. Xxxx
-------------------------------- -------------------------------
Assistant Secretary Xxxx X. Xxxx
Senior Vice President
(SEAL)
INVESCO ADVISERS, INC.
Attest: /s/ Xxxxx Xxxxxxxx By: /s/ Xxxx X. Xxxx
-------------------------------- -------------------------------
Assistant Secretary Xxxx X. Xxxx
Senior Vice President
(SEAL)
Sub-Item 77Q1(e)
AMENDMENT NO. 33
TO
MASTER INVESTMENT ADVISORY AGREEMENT
This Amendment dated as of October 28, 2016, amends the Master Investment
Advisory Agreement (the "Agreement"), dated September 11, 2000, between AIM
Investment Funds (Invesco Investment Funds), a Delaware statutory trust, and
Invesco Advisers, Inc., a Delaware corporation.
W I T N E S S E T H:
WHEREAS, the Trust desires to amend the Agreement to remove Invesco
Unconstrained Bond Fund and Invesco Strategic Income Fund;
NOW, THEREFORE, the parties agree as follows;
1. Appendix A and Appendix B to the Agreement are hereby deleted in their
entirety and replaced with the following:
"APPENDIX A
FUNDS AND EFFECTIVE DATES
NAME OF FUND EFFECTIVE DATE OF ADVISORY AGREEMENT
------------ ------------------------------------
Invesco All Cap Market Neutral Fund December 16, 2013
Invesco Balanced-Risk Allocation Fund May 29, 2009
Invesco Balanced-Risk Commodity Xxxxxxxx Xxxx Xxxxxxxx 00, 0000
Xxxxxxx Xxxxxxx Xxxxx Fund March 31, 2006
Invesco Developing Markets Fund September 1, 2001
Invesco Emerging Markets Flexible Bond Fund June 14, 2010
Invesco Emerging Markets Equity Fund May 31, 2011
Invesco Endeavor Fund November 3, 2003
Invesco Global Health Care Fund September 1, 2001
Invesco Global Infrastructure Fund April 22, 2014
Invesco Global Market Neutral Fund December 16, 2013
Invesco Global Targeted Returns Fund December 16, 2013
Invesco International Total Return Fund March 31, 2006
Invesco Long/Short Equity Fund December 16, 2013
Invesco Low Volatility Emerging Markets Fund December 16, 2013
Invesco Macro Allocation Strategy Fund September 25, 2012
Invesco Macro International Equity Fund December 16, 2013
Invesco Macro Long/Short Fund December 16, 2013
Invesco MLP Fund April 22, 2014
Invesco Multi-Asset Income Fund December 14, 2011
Invesco Pacific Growth Fund February 12, 2010
Invesco Select Companies Fund November 3, 0000
XXXXXXXX X
COMPENSATION TO THE ADVISOR
The Trust shall pay the Adviser, out of the assets of a Fund, as full
compensation for all services rendered, an advisory fee for such Fund set forth
below. Such fee shall be calculated by applying the following annual rates to
the average daily net assets of such Fund for the calendar year computed in the
manner used for the determination of the net asset value of shares of such Fund.
INVESCO ALL CAP MARKET NEUTRAL FUND
INVESCO GLOBAL MARKET NEUTRAL FUND
INVESCO LONG/SHORT EQUITY FUND
INVESCO MACRO LONG/SHORT FUND
NET ASSETS ANNUAL RATE
---------- -----------
First $10 billion............. 1.25%
Over $10 billion.............. 1.15%
INVESCO BALANCED-RISK ALLOCATION FUND
NET ASSETS ANNUAL RATE*
---------- ------------
First $250 million............ 0.95%
Next $250 million............. 0.925%
Next $500 million............. 0.90%
Next $1.5 billion............. 0.875%
Next $2.5 billion............. 0.85%
Next $2.5 billion............. 0.825%
Next $2.5 billion............. 0.80%
Over $10 billion.............. 0.775%
* To the extent Invesco Balanced-Risk Allocation Fund invests its assets in
Invesco Cayman Commodity Fund I Ltd., a direct wholly-owned subsidiary of
Invesco Balanced-Risk Allocation Fund, the Adviser shall not collect the
portion of the advisory fee that the Adviser would otherwise be entitled to
collect from Invesco Balanced-Risk Allocation Fund, in an amount equal to
100% of the advisory fee that the Adviser receives from Invesco Cayman
Commodity Fund I Ltd.
INVESCO BALANCED-RISK COMMODITY STRATEGY FUND
NET ASSETS ANNUAL RATE*
---------- ------------
First $250 million............ 1.050%
Next $250 million............. 1.025%
Next $500 million............. 1.000%
Next $1.5 billion............. 0.975%
Next $2.5 billion............. 0.950%
Next $2.5 billion............. 0.925%
Next $2.5 billion............. 0.900%
Over $10 billion.............. 0.875%
* To the extent Invesco Balanced-Risk Commodity Strategy Fund invests its
assets in Invesco Cayman Commodity Fund III Ltd., a direct wholly-owned
subsidiary of Invesco Balanced-Risk Commodity Strategy Fund, the Adviser
shall not collect the portion of the advisory fee that the Adviser would
otherwise be entitled to collect from Invesco Balanced-Risk Commodity
Strategy Fund, in an amount equal to 100% of the advisory fee that the
Adviser receives from Invesco Cayman Commodity Fund III Ltd.
INVESCO GREATER CHINA FUND
INVESCO DEVELOPING MARKETS FUND
INVESCO EMERGING MARKETS EQUITY FUND
INVESCO LOW VOLATILITY EMERGING MARKETS FUND
INVESCO MACRO INTERNATIONAL EQUITY FUND
NET ASSETS ANNUAL RATE
---------- -----------
First $250 million............ 0.935%
Next $250 million............. 0.91%
Next $500 million............. 0.885%
Next $1.5 billion............. 0.86%
Next $2.5 billion............. 0.835%
Next $2.5 billion............. 0.81%
Next $2.5 billion............. 0.785%
Over $10 billion.............. 0.76%
INVESCO EMERGING MARKETS FLEXIBLE BOND FUND
NET ASSETS ANNUAL RATE
---------- -----------
First $500 million............ 0.75%
Next $500 million............. 0.70%
Next $500 million............. 0.67%
Over $1.5 billion............. 0.65%
INVESCO GLOBAL HEALTH CARE FUND
NET ASSETS ANNUAL RATE
---------- -----------
First $350 million............ 0.75%
Next $350 million............. 0.65%
Next $1.3 billion............. 0.55%
Next $2 billion............... 0.45%
Next $2 billion............... 0.40%
Next $2 billion............... 0.375%
Over $8 billion............... 0.35%
INVESCO GLOBAL INFRASTRUCTURE FUND
NET ASSETS ANNUAL RATE
---------- -----------
First $2.5 billion............ 0.840%
Next $2 billion............... 0.800%
Next $3.5 billion............. 0.785%
Over $8 billion............... 0.770%
INVESCO MACRO ALLOCATION STRATEGY FUND
INVESCO GLOBAL TARGETED RETURNS FUND
NET ASSETS ANNUAL RATE*
---------- ------------
First $10 billion............. 1.500%
Over $10 billion.............. 1.250%
* To the extent Invesco Global Markets Strategy Fund invests its assets in
Invesco Cayman Commodity Fund V Ltd., a direct wholly-owned subsidiary of
Invesco Global Markets Strategy Fund, the Adviser shall not collect the
portion of the advisory fee that the Adviser would otherwise be entitled to
collect from Invesco Global Markets Strategy Fund, in an amount equal to 100%
of the advisory fee that the Adviser receives from Invesco Cayman Commodity
Fund V Ltd.
INVESCO INTERNATIONAL TOTAL RETURN FUND
NET ASSETS ANNUAL RATE
---------- -----------
First $250 million............ 0.65%
Next $250 million............. 0.59%
Next $500 million............. 0.565%
Next $1.5 billion............. 0.54%
Next $2.5 billion............. 0.515%
Next $5 billion............... 0.49%
Over $10 billion.............. 0.465%
INVESCO MLP FUND
NET ASSETS ANNUAL RATE
---------- -----------
First $1 billion.............. 1.00%
Next $1.5 billion............. 0.95%
Next $2 billion............... 0.93%
Next $3.5 billion............. 0.91%
Over $8 billion............... 0.90%
INVESCO ENDEAVOR FUND
INVESCO SELECT COMPANIES FUND
NET ASSETS ANNUAL RATE
---------- -----------
First $250 million............ 0.745%
Next $250 million............. 0.73%
Next $500 million............. 0.715%
Next $1.5 billion............. 0.70%
Next $2.5 billion............. 0.685%
Next $2.5 billion............. 0.67%
Next $2.5 billion............. 0.655%
Over $10 billion.............. 0.64%
INVESCO PACIFIC GROWTH FUND
NET ASSETS ANNUAL RATE
---------- -----------
First $1 billion.............. 0.87%
Next $1 billion............... 0.82%
Over $2 billion............... 0.77%
INVESCO MULTI-ASSET INCOME FUND
NET ASSETS ANNUAL RATE
---------- -----------
First $500 million............ 0.650%
Next $500 million............. 0.600%
Next $500 million............. 0.550%
Over $1.5 billion............. 0.540%"
2. In all other respects, the Agreement is hereby confirmed and remains in
full force and effect.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their respective officers on the date first written above.
AIM INVESTMENT FUNDS
(INVESCO INVESTMENT FUNDS)
Attest: /s/ Xxxxx Xxxxxxxx By: /s/ Xxxx X. Xxxx
------------------------------- ------------------------------
Assistant Secretary Xxxx X. Xxxx
Senior Vice President
(SEAL)
INVESCO ADVISERS, INC.
Attest: /s/ Xxxxx Xxxxxxxx By: /s/ Xxxx X. Xxxx
------------------------------- ------------------------------
Assistant Secretary Xxxx X. Xxxx
Senior Vice President
(SEAL)
SUB-ITEM 77Q1(E)
AMENDMENT NO. 10
TO
SUB-ADVISORY CONTRACT
This Amendment dated as of June 30, 2016, amends the Sub-Advisory Contract
(the "Contract") between Invesco Advisers, Inc. (the "Advisor") and Invesco
PowerShares Capital Management LLC (the "Sub-Advisor").
WHEREAS, the parties agree to amend the Contract to add Invesco Global
Sustainable Equity Fund, a series portfolio of AIM International Mutual Funds
(Invesco International Mutual Funds) (the "Fund");
NOW THEREFORE, in consideration of the promises and the mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. The Contract is hereby amended to add the Fund to the Contract as a
recipient of the sub-advisory services by revising recital A) at the
beginning of the Agreement to read as follows:
The Advisor has entered into an investment advisory agreement with AIM
Counselor Series Trust (Invesco Counselor Series Trust) ("ACST"), AIM
Growth Series (Invesco Growth Series) ("AGS"), AIM Investment Funds
(Invesco Investment Funds) ("AIF"), AIM International Mutual Funds
(Invesco International Mutual Funds) ("AIMF"), Invesco Management Trust
("IMT") and Invesco Securities Trust ("IST") (collectively, the
"Trusts"), open-end management investment companies registered under the
Investment Company Act of 1940, as amended (the "1940 Act"), with
respect to, among others, the Invesco Short Duration High Yield
Municipal Fund and Invesco Strategic Real Return (series portfolios of
ACST), Invesco Alternative Strategies Fund and Invesco Multi-Asset
Inflation Fund (series portfolios of AGS), Invesco Premium Income Fund,
Invesco Global Markets Strategy Fund, Invesco Macro International Equity
Fund, Invesco Macro Long/Short Fund, Invesco Global Market Neutral Fund,
Invesco Global Targeted Returns Fund, Invesco Low Volatility Emerging
Markets Fund, Invesco All Cap Market Neutral Fund, Invesco Long/Short
Equity Fund, Invesco Global Infrastructure Fund, Invesco MLP Fund,
Invesco Strategic Income Fund and Invesco Unconstrained Bond Fund
(series portfolios of AIF), the Invesco Global Opportunities Fund,
Invesco Global Sustainable Equity Fund, Invesco International Companies
Fund and the Invesco Select Opportunities Fund (series portfolios of
AIMF), Invesco Balanced-Risk Aggressive Allocation Fund (a series
portfolio of IST) and the Invesco Conservative Income Fund (a series
portfolio of IMT) (collectively, the "Funds"); and
2. All other terms and provisions of the Contract not amended shall remain
in full force and effect.
1
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.
ADVISOR
BY: /s/ Xxxx X. Xxxx
--------------------------
NAME: XXXX X. XXXX
TITLE: SENIOR VICE PRESIDENT
2
INVESCO POWERSHARES CAPITAL MANAGEMENT LLC
Sub-Advisor
BY: /S/ XXXXXX X. XXXXXX
---------------------------
NAME: XXX XXXXXX
TITLE: MANAGING DIRECTOR - INVESCO
POWERSHARES GLOBAL ETFS
3
SUB-ITEM 77Q1(E)
AMENDMENT NO. 11
TO
SUB-ADVISORY CONTRACT
This Amendment dated as of July 1, 2016, amends the Sub-Advisory Contract
(the "Contract") between Invesco Advisers, Inc. (the "Advisor") and Invesco
PowerShares Capital Management LLC (the "Sub-Advisor").
WHEREAS, the parties agree to amend the Contract to change the name of
Invesco Global Sustainable Equity Fund to Invesco Global Responsibility Equity
Fund, a series portfolio of AIM International Mutual Funds (Invesco
International Mutual Funds) (the "Fund");
NOW THEREFORE, in consideration of the promises and the mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. The Contract is hereby amended to add the Fund to the Contract as a
recipient of the sub-advisory services by revising recital A) at the
beginning of the Agreement to read as follows:
The Advisor has entered into an investment advisory agreement with AIM
Counselor Series Trust (Invesco Counselor Series Trust) ("ACST"), AIM
Growth Series (Invesco Growth Series) ("AGS"), AIM Investment Funds
(Invesco Investment Funds) ("AIF"), AIM International Mutual Funds
(Invesco International Mutual Funds) ("AIMF"), Invesco Management Trust
("IMT") and Invesco Securities Trust ("IST") (collectively, the
"Trusts"), open-end management investment companies registered under the
Investment Company Act of 1940, as amended (the "1940 Act"), with
respect to, among others, the Invesco Short Duration High Yield
Municipal Fund and Invesco Strategic Real Return (series portfolios of
ACST), Invesco Alternative Strategies Fund and Invesco Multi-Asset
Inflation Fund (series portfolios of AGS), Invesco Premium Income Fund,
Invesco Global Markets Strategy Fund, Invesco Macro International Equity
Fund, Invesco Macro Long/Short Fund, Invesco Global Market Neutral Fund,
Invesco Global Targeted Returns Fund, Invesco Low Volatility Emerging
Markets Fund, Invesco All Cap Market Neutral Fund, Invesco Long/Short
Equity Fund, Invesco Global Infrastructure Fund, Invesco MLP Fund,
Invesco Strategic Income Fund and Invesco Unconstrained Bond Fund
(series portfolios of AIF), the Invesco Global Opportunities Fund,
Invesco Global Responsibility Equity Fund, Invesco International
Companies Fund and the Invesco Select Opportunities Fund (series
portfolios of AIMF), Invesco Balanced-Risk Aggressive Allocation Fund (a
series portfolio of IST) and the Invesco Conservative Income Fund (a
series portfolio of IMT) (collectively, the "Funds"); and
2. All other terms and provisions of the Contract not amended shall remain
in full force and effect.
1
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.
ADVISOR
BY: /S/ Xxxx X. Xxxx
--------------------------
NAME: XXXX X. XXXX
TITLE: SENIOR VICE PRESIDENT
2
INVESCO POWERSHARES CAPITAL MANAGEMENT LLC
Sub-Advisor
BY: /s/ Xxxxxx X. Xxxxxx
---------------------------
NAME: XXX XXXXXX
TITLE: MANAGING DIRECTOR - INVESCO
POWERSHARES GLOBAL ETFS
3
SUB-ITEM 77Q1(E)
AMENDMENT NO. 12
TO
SUB-ADVISORY CONTRACT
This Amendment dated as of July 27, 2016, amends the Sub-Advisory Contract
(the "Contract") between Invesco Advisers, Inc. (the "Advisor") and Invesco
PowerShares Capital Management LLC (the "Sub-Advisor").
WHEREAS, the parties agree to amend the Contract to name change of Invesco
Premium Income Fund to Invesco Multi-Asset Income Fund and Invesco Global
Markets Strategy Fund to Invesco Macro Allocation Strategy Fund, series
portfolios of AIM Investment Funds (Invesco Investment Funds) (the "Fund");
NOW THEREFORE, in consideration of the promises and the mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. The Contract is hereby amended to add the Fund to the Contract as a
recipient of the sub-advisory services by revising recital A) at the
beginning of the Agreement to read as follows:
The Advisor has entered into an investment advisory agreement with AIM
Counselor Series Trust (Invesco Counselor Series Trust) ("ACST"), AIM
Growth Series (Invesco Growth Series) ("AGS"), AIM Investment Funds
(Invesco Investment Funds) ("AIF"), AIM International Mutual Funds
(Invesco International Mutual Funds) ("AIMF"), Invesco Management Trust
("IMT") and Invesco Securities Trust ("IST") (collectively, the
"Trusts"), open-end management investment companies registered under the
Investment Company Act of 1940, as amended (the "1940 Act"), with
respect to, among others, the Invesco Short Duration High Yield
Municipal Fund and Invesco Strategic Real Return (series portfolios of
ACST), Invesco Alternative Strategies Fund and Invesco Multi-Asset
Inflation Fund (series portfolios of AGS), Invesco Multi-Asset Income
Fund, Invesco Macro Allocation Strategy Fund, Invesco Macro
International Equity Fund, Invesco Macro Long/Short Fund, Invesco Global
Market Neutral Fund, Invesco Global Targeted Returns Fund, Invesco Low
Volatility Emerging Markets Fund, Invesco All Cap Market Neutral Fund,
Invesco Long/Short Equity Fund, Invesco Global Infrastructure Fund,
Invesco MLP Fund, Invesco Strategic Income Fund and Invesco
Unconstrained Bond Fund (series portfolios of AIF), the Invesco Global
Opportunities Fund, Invesco Global Responsibility Equity Fund, Invesco
International Companies Fund and the Invesco Select Opportunities Fund
(series portfolios of AIMF), Invesco Balanced-Risk Aggressive Allocation
Fund (a series portfolio of IST) and the Invesco Conservative Income
Fund (a series portfolio of IMT) (collectively, the "Funds"); and
2. All other terms and provisions of the Contract not amended shall remain
in full force and effect.
1
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.
ADVISOR
BY: /s/ Xxxx X. Xxxx
--------------------------
NAME: XXXX X. XXXX
TITLE: SENIOR VICE PRESIDENT
2
INVESCO POWERSHARES CAPITAL MANAGEMENT LLC
Sub-Advisor
BY: /S/ Xxxxxx X. Xxxxxx
---------------------------
NAME: XXX XXXXXX
TITLE: MANAGING DIRECTOR - INVESCO
POWERSHARES GLOBAL ETFS
3
Sub-Item 77Q1(e)
PLAN OF LIQUIDATION AND DISSOLUTION
OF
INVESCO STRATEGIC INCOME FUND
THIS PLAN OF LIQUIDATION AND DISSOLUTION (the "Plan") is intended to accomplish
the complete liquidation and dissolution of Invesco Strategic Income Fund (the
"Fund"), a series portfolio of AIM Investment Funds (Invesco Investment Funds)
(the "Trust"), a statutory trust organized under the laws of the State of
Delaware registered with the Securities and Exchange Commission as an open-end
management investment company under the Investment Company Act of 1940, as
amended (the "1940 Act"), in conformity with the laws of the State of Delaware,
the 1940 Act, the Internal Revenue Code of 1986, as amended (the "Code"), and
the Trust's Amended and Restated Agreement and Declaration of Trust, as
amended, (the "Declaration of Trust"), and Amended and Restated Bylaws (the
"Bylaws") (collectively, the "Organizational Documents"). This Plan shall to
the extent appropriate constitute a separate Plan of Liquidation with respect
to each of the Funds, and the liquidation of or failure to liquidate one or
more of the Funds shall not affect the application of this Plan to any other
Fund. All references in this Plan to action taken by the Fund shall be deemed
to refer to action taken by the Trust on behalf of the Fund.
WHEREAS, for the reasons discussed with the Trust's Board of Trustees (the
"Board") at that certain Board meeting held on September 20, 2016, the Fund's
investment adviser, Invesco Advisers, Inc. (the "Adviser") has recommended that
the Fund be terminated, liquidated and dissolved; and
WHEREAS, the Board has considered the impact on the Fund's shareholders of
the liquidation and dissolution of the Fund; and
WHEREAS, the Board has determined that the termination, liquidation and
dissolution of the Fund is advisable and in the best interests of the Fund and
its shareholders, and has considered and approved this Plan as the method of
accomplishing such liquidation and dissolution; and
WHEREAS, pursuant to Sections 9.3 and 6.1 of the Declaration of Trust, the
Fund may be terminated at any time by the Trustees by written notice to the
shareholders of the Fund.
NOW THEREFORE, the termination, liquidation and dissolution of the Fund
shall be carried out in the manner set forth herein:
1. Effective Date of Plan. The effective date of the Plan (the "Effective
Date") shall be October 12, 2016.
2. Liquidation. Consistent with the provisions of this Plan, the Fund
shall be liquidated as promptly as practicable in accordance with its
Organizational Documents, and all applicable laws and regulations, including
but not limited to Sections 331 and 332 of the Code (the "Liquidation" and the
date on which the final liquidating distribution is made, the "Liquidation
Date").
3. Notice of Liquidation. As soon as reasonable and practicable after the
adoption by the Board of this Plan, the Fund shall provide notice to its
shareholders and other appropriate parties that this Plan has been approved by
the Board and that the Fund will be liquidating its assets and dissolving.
Sub-Item 77Q1(e)
4. Cessation of Business. On the Effective Date, the Fund shall cease its
regular business as series of an investment company and shall not engage in any
business activities except for the purposes of winding up the Fund's business
and affairs, preserving the value of its assets, and distributing its assets to
shareholders in the Fund in accordance with the provisions of this Plan after
discharging or making reasonable provision for the Fund's liabilities;
provided, however, that the Fund may continue to carry on its activities as an
investment company, as described in the current prospectuses and any
supplements thereto, with regard to its existing shareholders and assets, until
the final liquidating distribution to its shareholders is made.
5. Payment of Debts. As soon as reasonable and practicable after the
Effective Date, the Fund shall determine and pay in full or discharge, or make
reasonable provision to pay or discharge, including by establishment of a
liquidating trust, escrow or reserve on the books of the Fund or other
reasonable means determined by the Fund, all claims and obligations, including,
without limitation, all contingent, conditional or unmatured claims and
obligations known to the Fund, all claims and obligations that are known to the
Fund but for which the identity of the claimant is unknown, and all claims and
obligations that have not been made known to the Fund or that have not arisen
but that, based on the facts known to the Fund, are likely to arise or to
become known to the Fund within 10 years after the date of dissolution (each a
"Liability" and collectively, the "Liabilities").
6. Liquidation of Assets. As soon as reasonable and practicable after the
Effective Date, the Adviser shall use all commercially reasonable efforts to
sell all of the Fund's portfolio assets for cash and shall hold or reinvest the
proceeds thereof in cash and such short-term securities as the Fund may
lawfully hold or invest in. Following the Effective Date and prior to the
Liquidation Date, the Fund shall have the authority to engage in such
transactions as may be appropriate to complete liquidation and dissolution,
including without limitation, the authority to mortgage, pledge, sell, lease,
exchange or otherwise dispose of all or any part of its other assets for cash
and/or shares, bonds or other securities or property upon such terms and
conditions as the Fund or the Adviser shall determine, with no further
approvals by the Board except as required by law.
7. Liquidating Distribution. As soon as reasonable and practicable after
the assets of the Fund have been reduced to cash or cash equivalents, the Fund
shall distribute pro rata to the Fund's shareholders of record as of the close
of business on the Liquidation Date all of the Fund's then existing assets in
complete and full cancellation and redemption of all the outstanding shares of
the Fund, except for (i) cash, bank deposits, or cash equivalent securities in
an estimated amount necessary to: (a) discharge any unpaid liabilities and
obligations of the Fund on the Fund's books on the Liquidation Date, including,
but not limited to, income dividends and capital gains distributions, if any,
payable through the Liquidation Date, and (b) pay such contingent liabilities
as the Board shall reasonably deem to exist against the assets of the Fund on
the Fund's books. If the Fund is unable to make distributions to all of the
Fund's shareholders because of an inability to locate shareholders to whom
distributions are payable, the Board may create, in the name and on behalf of
the Fund, a trust with a financial institution and, subject to applicable
abandoned property laws, deposit any of the Fund's remaining assets in such
trust for the benefit of the shareholders that cannot be located. The expenses
of such trust shall be charged against the assets therein.
Sub-Item 77Q1(e)
8. Satisfaction of Federal Income and Excise Tax Distribution Requirements.
If necessary, the Fund shall, by the Liquidation Date, have declared and paid a
dividend or dividends which, together with all previous such dividends, shall
have the effect of distributing to the Fund's shareholders all of the Fund's
investment company taxable income for the taxable years ending at or prior to
the Liquidation Date (computed without regard to any deduction for dividends
paid), and all of the Fund's net capital gain, if any, realized in the taxable
years ending at or prior to the Liquidation Date (after reduction for any
capital loss carry-forward) and any additional amounts necessary to avoid any
excise tax for such periods. Alternatively, or in conjunction therewith, the
Fund may, if eligible to do so pursuant to section 562(b) of the Code, treat
the amounts to be distributed pursuant to this Section 8 as being paid out as
dividends as part of the liquidating distributions made to the Fund's
shareholders pursuant to Section 7.
9. Expenses in Connection with this Plan. The Fund shall bear all the
expenses associated with its Liquidation, except that the Fund's shareholders
shall pay their own expenses, if any, incurred in connection with the
Liquidation.
10. Powers of the Board. The Board and, subject to the direction of the
Board, the officers of the Fund, shall have the authority to do or to authorize
any or all acts and things as provided for in the Plan and as they may consider
necessary or desirable to carry out the purposes of the Plan, including the
execution and filing of certificates, tax returns, forms and other papers. The
death, resignation or disability of any trustee or any officer of the Fund
shall not impair the authority of the surviving or remaining trustees or
officers to exercise any of the powers provided for in the Plan.
11. Filings. The Board hereby authorizes the appropriate parties to make
any necessary or appropriate filings relating to the liquidation and
dissolution of the Fund with the State of Delaware, the Internal Revenue
Service (the "IRS"), the Securities and Exchange Commission (the "SEC"), or
with any other authority. Without limiting the generality of the foregoing, the
officers of the Fund are authorized and directed to file or cause to be filed
Form 966 with the Internal Revenue Service within 30 days of adoption of this
Plan of Liquidation.
12. Amendment of Plan. The Board shall have the authority to authorize
variations from or amendments to the provisions of this Plan as may be
necessary or appropriate to effect the Liquidation of the Fund, the
distribution of the Fund's net assets to its shareholders in accordance with
the laws of the State of Delaware, the 1940 Act, the Code, and the Fund's
Organizational Documents, and the winding up of the affairs of the Fund, if the
Board determines that such action would be advisable and in the best interests
of the Fund and its shareholders. The Board may abandon this Plan at any time
with respect to the Fund if it determines that abandonment would be advisable
and in the best interests of the Fund and its shareholders.
Adopted by the Board on September 20, 2016.
Sub-Item 77Q1(e)
PLAN OF LIQUIDATION AND DISSOLUTION
OF
INVESCO UNCONSTRAINED BOND FUND
THIS PLAN OF LIQUIDATION AND DISSOLUTION (the "Plan") is intended to accomplish
the complete liquidation and dissolution of Invesco Unconstrained Bond Fund
(the "Fund"), a series portfolio of AIM Investment Funds (Invesco Investment
Funds) (the "Trust"), a statutory trust organized under the laws of the State
of Delaware registered with the Securities and Exchange Commission as an
open-end management investment company under the Investment Company Act of
1940, as amended (the "1940 Act"), in conformity with the laws of the State of
Delaware, the 1940 Act, the Internal Revenue Code of 1986, as amended (the
"Code"), and the Trust's Amended and Restated Agreement and Declaration of
Trust, as amended, (the "Declaration of Trust"), and Amended and Restated
Bylaws (the "Bylaws") (collectively, the "Organizational Documents"). This Plan
shall to the extent appropriate constitute a separate Plan of Liquidation with
respect to each of the Funds, and the liquidation of or failure to liquidate
one or more of the Funds shall not affect the application of this Plan to any
other Fund. All references in this Plan to action taken by the Fund shall be
deemed to refer to action taken by the Trust on behalf of the Fund.
WHEREAS, for the reasons discussed with the Trust's Board of Trustees (the
"Board") at that certain Board meeting held on September 20, 2016, the Fund's
investment adviser, Invesco Advisers, Inc. (the "Adviser") has recommended that
the Fund be terminated, liquidated and dissolved; and
WHEREAS, the Board has considered the impact on the Fund's shareholders of
the liquidation and dissolution of the Fund; and
WHEREAS, the Board has determined that the termination, liquidation and
dissolution of the Fund is advisable and in the best interests of the Fund and
its shareholders, and has considered and approved this Plan as the method of
accomplishing such liquidation and dissolution; and
WHEREAS, pursuant to Sections 9.3 and 6.1of the Declaration of Trust, the
Fund may be terminated at any time by the Trustees by written notice to the
shareholders of the Fund.
NOW THEREFORE, the termination, liquidation and dissolution of the Fund
shall be carried out in the manner set forth herein:
1. Effective Date of Plan. The effective date of the Plan (the "Effective
Date") shall be October 12, 2016.
2. Liquidation. Consistent with the provisions of this Plan, the Fund shall
be liquidated as promptly as practicable in accordance with its Organizational
Documents, and all applicable laws and regulations, including but not limited
to Sections 331 and 332 of the Code (the "Liquidation" and the date on which
the final liquidating distribution is made, the "Liquidation Date").
3. Notice of Liquidation. As soon as reasonable and practicable after the
adoption by the Board of this Plan, the Fund shall provide notice to its
shareholders and other appropriate parties that this Plan has been approved by
the Board and that the Fund will be liquidating its assets and dissolving.
Sub-Item 77Q1(e)
4. Cessation of Business. On the Effective Date, the Fund shall cease its
regular business as series of an investment company and shall not engage in any
business activities except for the purposes of winding up the Fund's business
and affairs, preserving the value of its assets, and distributing its assets to
shareholders in the Fund in accordance with the provisions of this Plan after
discharging or making reasonable provision for the Fund's liabilities;
provided, however, that the Fund may continue to carry on its activities as an
investment company, as described in the current prospectuses and any
supplements thereto, with regard to its existing shareholders and assets, until
the final liquidating distribution to its shareholders is made.
5. Payment of Debts. As soon as reasonable and practicable after the
Effective Date, the Fund shall determine and pay in full or discharge, or make
reasonable provision to pay or discharge, including by establishment of a
liquidating trust, escrow or reserve on the books of the Fund or other
reasonable means determined by the Fund, all claims and obligations, including,
without limitation, all contingent, conditional or unmatured claims and
obligations known to the Fund, all claims and obligations that are known to the
Fund but for which the identity of the claimant is unknown, and all claims and
obligations that have not been made known to the Fund or that have not arisen
but that, based on the facts known to the Fund, are likely to arise or to
become known to the Fund within 10 years after the date of dissolution (each a
"Liability" and collectively, the "Liabilities").
6. Liquidation of Assets. As soon as reasonable and practicable after the
Effective Date, the Adviser shall use all commercially reasonable efforts to
sell all of the Fund's portfolio assets for cash and shall hold or reinvest the
proceeds thereof in cash and such short-term securities as the Fund may
lawfully hold or invest in. Following the Effective Date and prior to the
Liquidation Date, the Fund shall have the authority to engage in such
transactions as may be appropriate to complete liquidation and dissolution,
including without limitation, the authority to mortgage, pledge, sell, lease,
exchange or otherwise dispose of all or any part of its other assets for cash
and/or shares, bonds or other securities or property upon such terms and
conditions as the Fund or the Adviser shall determine, with no further
approvals by the Board except as required by law.
7. Liquidating Distribution. As soon as reasonable and practicable after
the assets of the Fund have been reduced to cash or cash equivalents, the Fund
shall distribute pro rata to the Fund's shareholders of record as of the close
of business on the Liquidation Date all of the Fund's then existing assets in
complete and full cancellation and redemption of all the outstanding shares of
the Fund, except for (i) cash, bank deposits, or cash equivalent securities in
an estimated amount necessary to: (a) discharge any unpaid liabilities and
obligations of the Fund on the Fund's books on the Liquidation Date, including,
but not limited to, income dividends and capital gains distributions, if any,
payable through the Liquidation Date, and (b) pay such contingent liabilities
as the Board shall reasonably deem to exist against the assets of the Fund on
the Fund's books. If the Fund is unable to make distributions to all of the
Fund's shareholders because of an inability to locate shareholders to whom
distributions are payable, the Board may create, in the name and on behalf of
the Fund, a trust with a financial institution and, subject to applicable
abandoned property laws, deposit any of the Fund's remaining assets in such
trust for the benefit of the shareholders that cannot be located. The expenses
of such trust shall be charged against the assets therein.
Sub-Item 77Q1(e)
8. Satisfaction of Federal Income and Excise Tax Distribution Requirements.
If necessary, the Fund shall, by the Liquidation Date, have declared and paid a
dividend or dividends which, together with all previous such dividends, shall
have the effect of distributing to the Fund's shareholders all of the Fund's
investment company taxable income for the taxable years ending at or prior to
the Liquidation Date (computed without regard to any deduction for dividends
paid), and all of the Fund's net capital gain, if any, realized in the taxable
years ending at or prior to the Liquidation Date (after reduction for any
capital loss carry-forward) and any additional amounts necessary to avoid any
excise tax for such periods. Alternatively, or in conjunction therewith, the
Fund may, if eligible to do so pursuant to section 562(b) of the Code, treat
the amounts to be distributed pursuant to this Section 8 as being paid out as
dividends as part of the liquidating distributions made to the Fund's
shareholders pursuant to Section 7.
9. Expenses in Connection with this Plan. The Fund shall bear all the
expenses associated with its Liquidation, except that the Fund's shareholders
shall pay their own expenses, if any, incurred in connection with the
Liquidation.
10. Powers of the Board. The Board and, subject to the direction of the
Board, the officers of the Fund, shall have the authority to do or to authorize
any or all acts and things as provided for in the Plan and as they may consider
necessary or desirable to carry out the purposes of the Plan, including the
execution and filing of certificates, tax returns, forms and other papers. The
death, resignation or disability of any trustee or any officer of the Fund
shall not impair the authority of the surviving or remaining trustees or
officers to exercise any of the powers provided for in the Plan.
11. Filings. The Board hereby authorizes the appropriate parties to make
any necessary or appropriate filings relating to the liquidation and
dissolution of the Fund with the State of Delaware, the Internal Revenue
Service (the "IRS"), the Securities and Exchange Commission (the "SEC"), or
with any other authority. Without limiting the generality of the foregoing, the
officers of the Fund are authorized and directed to file or cause to be filed
Form 966 with the Internal Revenue Service within 30 days of adoption of this
Plan of Liquidation.
12. Amendment of Plan. The Board shall have the authority to authorize
variations from or amendments to the provisions of this Plan as may be
necessary or appropriate to effect the Liquidation of the Fund, the
distribution of the Fund's net assets to its shareholders in accordance with
the laws of the State of Delaware, the 1940 Act, the Code, and the Fund's
Organizational Documents, and the winding up of the affairs of the Fund, if the
Board determines that such action would be advisable and in the best interests
of the Fund and its shareholders. The Board may abandon this Plan at any time
with respect to the Fund if it determines that abandonment would be advisable
and in the best interests of the Fund and its shareholders.
Adopted by the Board on September 20, 2016.
