EIGHTH AMENDED AND RESTATED MEMORANDUM OF AGREEMENT (Securities Lending Administrative Fee Waiver)

EIGHTH AMENDED AND RESTATED

MEMORANDUM OF AGREEMENT

(Securities Lending Administrative Fee Waiver)

This Eighth Amended and Restated Memorandum of Agreement is entered into as of the dates indicated on Exhibit “A” 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 Management Trust, Invesco Securities Trust and Short-Term Investments Trust (each a “Fund” and collectively, the “Funds”), on behalf of the portfolios listed on Exhibit “A” to this Memorandum of Agreement (the “Portfolios”), and Invesco Advisers, Inc. (“Invesco”).

For and in consideration of the mutual terms and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Funds and Invesco agree as follows:

1. Invesco agrees that until the expiration date, if any, of the commitment set forth on the attached Exhibit “A” occurs, as such Exhibit “A” is amended from time to time, Invesco will not charge any administrative fee under each Portfolio’s advisory agreement in connection with securities lending activities without prior approval from the Portfolio’s Board (such agreement is referred to as the “Waiver”).

2. Neither a Fund nor Invesco may remove or amend the Waiver to a Fund’s detriment prior to requesting and receiving the approval of the Portfolio’s Board to remove or amend the Waiver. Invesco will not have any right to reimbursement of any amount so waived.

Unless a Fund, by vote of its Board of Trustees terminates the Waiver, or a Fund and Invesco are unable to reach an agreement on the amount of the Waiver to which the Fund and Invesco desire to be bound, the Waiver will continue indefinitely with respect to such Fund. Exhibit “A” will be amended to reflect the new date through which a Fund and Invesco agree to be bound.

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.

Nothing in this Memorandum of Agreement is intended to affect any other memorandum of agreement executed by any Fund or Invesco with respect to any other fee waivers, expense reimbursements and/or expense limitations.

IN WITNESS WHEREOF, each Fund, on behalf of itself and its Portfolios listed in Exhibit “A” to this Memorandum of Agreement, and Invesco have entered into this Memorandum of Agreement as of the dates indicated on Exhibit “A”.

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 FUNDS)

AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)

INVESCO MANAGEMENT TRUST

INVESCO SECURITIES TRUST

SHORT-TERM INVESTMENTS TRUST

		By:
		Title:		Senior Vice President
		INVESCO ADVISERS, INC.
		By:
		Title:		Senior Vice President

2

EXHIBIT “A”

AIM Counselor Series Trust (Invesco Counselor Series Trust)

PORTFOLIO		EFFECTIVE DATE		COMMITTED UNTIL*
Invesco American Franchise Fund		February 12, 0000
Xxxxxxx Xxxxxxxxxx Tax-Free Income Fund		February 12, 2010
Invesco Core Plus Bond Fund		June 2, 2009
Invesco Equally-Weighted S&P 500 Fund		February 12, 2010
Invesco Equity and Income Fund		February 12, 2010
Invesco Floating Rate Fund		April 14, 2006
Invesco Global Real Estate Income Fund		March 9, 2007
Invesco Growth and Income Fund		February 12, 2010
Invesco Low Volatility Equity Yield Fund		March 31, 0000
Xxxxxxx Xxxxxxxxxxxx Tax Free Income Fund		February 12, 2010
Invesco S&P 500 Index Fund		February 12, 2010
Invesco Small Cap Discovery Fund		February 12, 2010
Invesco Strategic Real Return Fund		April 30, 2014
AIM Equity Funds (Invesco Equity Funds)
PORTFOLIO		EFFECTIVE DATE		COMMITTED UNTIL*
Invesco Charter Fund		June 21, 2000
Invesco Diversified Dividend Fund		December 28, 0000
Xxxxxxx Xxxxxx Fund		July 24, 2000
AIM Funds Group (Invesco Funds Group)
FUND		EFFECTIVE DATE		COMMITTED UNTIL*
Invesco European Small Company Fund		August 30, 2000
Invesco Global Core Equity Fund		December 27, 2000
Invesco International Small Company Fund		August 30, 2000
Invesco Small Cap Equity Fund		August 30, 2000
AIM Growth Series (Invesco Growth Series)
FUND		EFFECTIVE DATE		COMMITTED UNTIL*
Invesco Convertible Securities Fund		February 12, 2010
Invesco Global Low Volatility Equity Yield Fund		September 1, 2001
Invesco Mid Cap Core Equity Fund		September 1, 2001
Invesco Multi-Asset Inflation Fund		April 30, 2014
Invesco Small Cap Growth Fund		September 11, 0000
Xxxxxxx X.X. Mortgage Fund		February 12, 2010

* Committed until the Fund or Invesco requests and receives the approval of the Fund’s Board to remove or amend such fee waiver. Such commitments are evergreen until amended and apply to each Portfolio of a Fund.

A-1

AIM International Mutual Funds (Invesco International Mutual Funds)

FUND		EFFECTIVE DATE		COMMITTED UNTIL*
Invesco Asia Pacific Growth Fund		June 21, 2000
Invesco European Growth Fund		June 21, 2000
Invesco Global Growth Fund		June 21, 2000
Invesco Global Opportunities Fund		August 1, 2012
Invesco Global Small & Mid Cap Growth Fund		June 21, 2000
Invesco International Core Equity Fund		November 25, 2003
Invesco International Growth Fund		June 21, 2000
Invesco Select Opportunities Fund		August 1, 2012
AIM Investment Funds (Invesco Investment Funds)
FUND		EFFECTIVE DATE		COMMITTED UNTIL*
Invesco All Cap Market Neutral Fund		December 17, 2013
Invesco Balanced-Risk Allocation Fund		May 29, 2009
Invesco Balanced-Risk Commodities Xxxxxxxx Xxxx		Xxxxxxxx 00, 0000
Xxxxxxx Xxxxx Fund		March 31, 2006
Invesco Developing Markets Fund		September 1, 2001
Invesco Emerging Market Local Currency Debt Fund		June 14, 2010
Invesco Emerging Markets Equity Fund		May 11, 2011
Invesco Endeavor Fund		November 4, 2003
Invesco Global Health Care Fund		September 1, 2001
Invesco Global Infrastructure Fund		May 2, 2014
Invesco Global Market Neutral Fund		December 17, 2013
Invesco Global Markets Strategy Fund		September 26, 2012
Invesco Global Targeted Returns Fund		December 17, 2013
Invesco International Total Return Fund		March 31, 2006
Invesco Long/Short Equity Fund		December 17, 2013
Invesco Low Volatility Emerging Markets Fund		December 17, 2013
Invesco MLP Fund		April 30, 2014
Invesco Macro International Equity Fund		December 17, 2013
Invesco Macro Long/Short Fund		December 17, 2013
Invesco Pacific Growth Fund		February 12, 2010
Invesco Premium Income Fund		December 13, 2011
Invesco Select Companies Fund		November 4, 2003
Invesco Strategic Income Fund		May 2, 2014
AIM Investment Securities Funds (Invesco Investment Securities Funds)
FUND		EFFECTIVE DATE		COMMITTED UNTIL*
Invesco Corporate Bond Fund		February 12, 2010
Invesco Global Real Estate Fund		April 29, 2005
Invesco High Yield Fund		June 1, 2000
Invesco Limited Maturity Treasury Fund		June 1, 2000
Invesco Money Market Fund		June 1, 2000
Invesco Real Estate Fund		September 11, 2000
Invesco Short Term Bond Fund		August 29, 2002
Invesco U.S. Government Fund		June 1, 2000

* Committed until the Fund or Invesco requests and receives the approval of the Fund’s Board to remove or amend such fee waiver. Such commitments are evergreen until amended and apply to each Portfolio of a Fund.

A-2

AIM Sector Funds (Invesco Sector Funds)

FUND		EFFECTIVE DATE		COMMITTED UNTIL*
Invesco American Value Fund		February 12, 2010
Invesco Xxxxxxxx Fund		February 12, 2010
Invesco Dividend Income Fund		November 25, 2003
Invesco Energy Fund		November 25, 2003
Invesco Gold & Precious Metals Fund		November 25, 2003
Invesco Mid Cap Growth Fund		February 12, 2010
Invesco Small Cap Value Fund		February 12, 2010
Invesco Technology Fund		November 25, 2003
Invesco Technology Sector Fund		February 12, 2010
Invesco Value Opportunities Fund		February 12, 2010
AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds)
FUND		EFFECTIVE DATE		COMMITTED UNTIL*
Invesco High Yield Municipal Fund		February 12, 2010
Invesco Intermediate Term Municipal Income Fund		February 12, 2010
Invesco Municipal Income Fund		February 12, 2010
Invesco New York Tax Free Income Fund		February 12, 2010
Invesco Tax-Exempt Cash Fund		June 1, 2000
Invesco Tax-Free Intermediate Fund		June 1, 2000
AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust)
FUND		EFFECTIVE DATE		COMMITTED UNTIL*
Premier Portfolio		November 25, 2003
Premier Tax-Exempt Portfolio		November 25, 2003
Premier U.S. Government Money Portfolio		November 25, 2003
AIM Variable Insurance Funds (Invesco Insurance Funds)
FUND		EFFECTIVE DATE		COMMITTED UNTIL*
Invesco V.I. American Franchise Fund		February 12, 2010
Invesco V.I. American Value Fund		February 12, 2010
Invesco V.I. Balanced-Risk Allocation Fund		May 1, 2000
Invesco V.I. Xxxxxxxx Fund		February 12, 2010
Invesco V.I. Core Equity Fund		May 1, 2000
Invesco V.I. Diversified Dividend Fund		February 9, 2010
Invesco V.I. Diversified Income Fund		May 1, 2000
Invesco V.I. Equally-Weighted S&P 500 Fund		February 12, 2010
Invesco V.I. Equity and Income Fund		February 12, 2010
Invesco V.I. Global Core Equity Fund		February 10, 2010
Invesco V.I. Global Health Care Fund		April 30, 2004
Invesco V.I. Global Real Estate Fund		April 30, 2004

* Committed until the Fund or Invesco requests and receives the approval of the Fund’s Board to remove or amend such fee waiver. Such commitments are evergreen until amended and apply to each Portfolio of a Fund.

* Committed until the Fund or Invesco requests and receives the approval of the Fund’s Board to remove or amend such fee waiver. Such commitments are evergreen until amended and apply to each Portfolio of a Fund.

A-3

Invesco V.I. Government Securities Fund		May 1, 2000
Invesco V.I. Growth and Income Fund		February 12, 2010
Invesco V.I. High Yield Fund		May 1, 2000
Invesco V.I. International Growth Fund		May 1, 2000
Invesco V.I. Mid Cap Core Equity Fund		September 10, 2001
Invesco V.I. Mid Cap Growth Fund		February 12, 2010
Invesco V.I. Money Market Fund		May 1, 2000
Invesco V.I. S&P 500 Index Fund		February 12, 2010
Invesco V.I. Small Cap Equity Fund		September 1, 2003
Invesco V.I. Technology Fund		April 30, 2004
Invesco V.I. Managed Volatility Fund		April 30, 2004
Invesco V.I. Value Opportunities Fund		September 10, 2001
INVESCO MANAGEMENT TRUST
FUND		EFFECTIVE DATE		COMMITTED UNTIL*
Invesco Conservative Income Fund		TBD
INVESCO SECURITIES TRUST
FUND		EFFECTIVE DATE		COMMITTED UNTIL*
Invesco Balanced-Risk Aggressive Allocation Fund		January 16, 2013
Short-Term Investments Trust
FUND		EFFECTIVE DATE		COMMITTED UNTIL*
Government & Agency Portfolio		June 1, 2000
Government TaxAdvantage Portfolio		June 1, 2000
Liquid Assets Portfolio		June 1, 2000
STIC Prime Portfolio		June 1, 2000
Tax-Free Cash Reserve Portfolio		June 1, 2000
Treasury Portfolio		June 1, 2000

* Committed until the Fund or Invesco requests and receives the approval of the Fund’s Board to remove or amend such fee waiver. Such commitments are evergreen until amended and apply to each Portfolio of a Fund.

A-4