SUB-ITEM 77Q1(e)
MEMORANDUM OF AGREEMENT
(EXPENSE LIMITATIONS)
This Memorandum of Agreement is entered into as of the Effective Date on the
attached exhibit (the "Exhibit"), between Invesco California Value Municipal
Income Trust, Invesco High Income Trust II, Invesco Municipal Opportunity
Trust, Invesco Trust for Investment Grade New York Municipals (the "Funds"),
and Invesco Advisers, Inc. ("Invesco"). Invesco shall and hereby agrees to
waive fees or reimburse expenses of the Fund, on behalf of its respective
classes as applicable, severally and not jointly, as indicated in the attached
Exhibit.
For and in consideration of the mutual terms and agreements set forth herein
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the Funds and Invesco agree as follows:
For the Contractual Limits (listed in Exhibit A), the Funds and Invesco
agree until at least the expiration date set forth on the attached Exhibit A
(the "Expiration Date") that Invesco will waive its fees or reimburse expenses
to the extent that total annual fund operating expenses after fee waiver and/or
expense reimbursement of a class of the Funds (excluding (i) interest;
(ii) taxes; (iii) dividend expense on short sales; (iv) extraordinary or
non-routine items; (v) expenses that the Fund has incurred but did not actually
pay because of an expense offset arrangement, if applicable) exceed the rate,
on an annualized basis, set forth on the Exhibit of the average daily net
assets allocable to such class. Acquired fund fees and expenses are not fees or
expenses incurred by a fund directly but are expenses of the investment
companies in which a fund invests. These fees and expenses are incurred
indirectly through the valuation of a fund's investment in these investment
companies. Acquired fund fees and expenses are required to be disclosed and
included in the total annual fund operating expenses in the prospectus fee
table. As a result, the net total annual fund operating expenses shown in the
prospectus fee table may exceed the expense limits reflected in Exhibit A. With
regard to the Contractual Limits, the Boards of Trustees of the Funds and
Invesco may terminate or modify this Memorandum of Agreement prior to the
Expiration Date only by mutual written consent. Invesco will not have any right
to reimbursement of any amount so waived or reimbursed.
For the Contractual Limits, the Funds and Invesco agree to review the
then-current expense limitations for each class of the Fund listed on the
Exhibit on a date prior to the Expiration Date to determine whether such
limitations should be amended, continued or terminated. The expense limitations
will expire upon the Expiration Date unless the Funds and Invesco have agreed
to continue them. The Exhibit will be amended to reflect any such agreement.
It is expressly agreed that the obligations of the Funds hereunder shall not
be binding upon any of the Trustees, shareholders, partners, nominees,
officers, agents or employees of the Funds personally, but shall only bind the
assets and property of the Funds, as provided in the Fund's Agreement and
Declaration of Trust. The execution and delivery of this Memorandum of
Agreement have been authorized by the Trustees of the Registrant, and this
Memorandum of Agreement has been executed and delivered by an authorized
officer of the Funds acting as such; neither such authorization by such
Trustees/Managing General Partners nor such execution and delivery by such
officer shall be deemed to have been made by any of them individually or to
impose any liability on any of them personally, but shall bind only the assets
and property of the Funds, as provided in the Fund's Agreement and Declaration
of Trust.
IN WITNESS WHEREOF, the Funds and Invesco have entered into this Memorandum
of Agreement as of the Effective Dates on the attached Exhibit.
INVESCO CALIFORNIA VALUE MUNICIPAL
INCOME TRUST
INVESCO HIGH INCOME TRUST II
INVESCO MUNICIPAL OPPORTUNITY TRUST
INVESCO TRUST FOR INVESTMENT GRADE
NEW YORK MUNICIPALS
By: /s/ Xxxx X. Xxxx
------------------------------
Title: Senior Vice President
INVESCO ADVISERS, INC.
By: /s/ Xxxx X. Xxxx
------------------------------
Title: Senior Vice President
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as of November 13, 2012
EXHIBIT "A"/1/
INVESCO CALIFORNIA VALUE MUNICIPAL INCOME TRUST
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ ---------- ----------------- ---------------
Invesco California Value
Municipals Income Trust Contractual 0.52% August 27, 2012 August 31, 2014
INVESCO HIGH INCOME TRUST II
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ ---------- ----------------- ---------------
Invesco High Income Trust II Contractual 1.10% August 27, 2012 August 31, 2014
INVESCO MUNICIPAL OPPORTUNITY TRUST
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ ---------- ----------------- ----------------
Invesco Municipal Opportunity
Trust Contractual 0.89% October 15, 2012 October 31, 2014
INVESCO TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ ---------- ----------------- ---------------
Invesco Trust for Investment
Grade New York Municipals Contractual 0.69% August 27, 2012 August 31, 2014
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