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 INVESCO SECURITIES TRUST
TAX-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 WAIVER DESCRIPTION EFFECTIVE DATE EXPIRATION
SERIES TRUST DATE
(INVESCO COUNSELOR
SERIES TRUST)
Invesco Strategic Invesco will waive advisory 4/30/2014 06/30/2017
Real Return Fund fees in an amount equal to
the advisory fees earned on
underlying affiliated
investments
AIM INVESTMENT WAIVER DESCRIPTION EFFECTIVE DATE EXPIRATION
FUNDS (INVESCO DATE
INVESTMENT FUNDS
Invesco Global Invesco will waive advisory 12/17/2013 06/30/2017
Targeted Returns fees in an amount equal to
Fund the advisory fees earned on
underlying affiliated
investments
Invesco Strategic Invesco will waive advisory 5/2/2014 06/30/2017
Income Fund fees in an amount equal to
the advisory fees earned on
underlying affiliated
investments
Invesco Invesco will waive advisory 10/14/2014 06/30/2017
Unconstrained Bond fees in an amount equal to
Fund the advisory fees earned on
underlying affiliated
investments
AIM TREASURER'S WAIVER DESCRIPTION EFFECTIVE DATE EXPIRATION
SERIES TRUST DATE
(INVESCO TREASURER'S
SERIES TRUST)
Premier Portfolio Invesco will waive advisory 2/1/2011 12/31/2016
fees in the amount of 0.07%
of the Fund's average daily
net assets
Premier U.S. Invesco will waive advisory 2/1/2011 12/31/2016
Government Money fees in the amount of 0.07%
Portfolio 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, 2017
Invesco Core Plus Bond Fund...................... June 2, 2009 June 30, 2017
Invesco Equally-Weighted S&P 500 Fund............ February 12, 2010 June 30, 2017
Invesco Equity and Income Fund................... February 12, 2010 June 30, 2017
Invesco Floating Rate Fund....................... July 1, 2007 June 30, 2017
Invesco Global Real Estate Income Fund........... July 1, 2007 June 30, 2017
Invesco Growth and Income Fund................... February 12, 2010 June 30, 2017
Invesco Low Volatility Equity Yield Fund......... July 1, 2007 June 30, 0000
Xxxxxxx Xxxxxxxxxxxx Tax Free Income Fund........ February 12, 2010 June 30, 2017
Invesco S&P 500 Index Fund....................... February 12, 2010 June 30, 2017
Invesco Short Duration High Yield Municipal Fund. September 30, 2015 June 30, 2017
Invesco Small Cap Discovery Fund................. February 12, 2010 June 30, 2017
Invesco Strategic Real Return Fund............... April 30, 2014 June 30, 2017
AIM EQUITY FUNDS (INVESCO EQUITY FUNDS)
PORTFOLIO EFFECTIVE DATE COMMITTED UNTIL
--------- -------------- ---------------
Invesco Charter Fund.............. July 1, 2007 June 30, 2017
Invesco Diversified Dividend Fund. July 1, 2007 June 30, 2017
Invesco Summit Fund............... July 1, 2007 June 30, 2017
AIM FUNDS GROUP (INVESCO FUNDS GROUP)
FUND EFFECTIVE DATE COMMITTED UNTIL
---- -------------- ---------------
Invesco European Small Company Fund...... July 1, 2007 June 30, 2017
Invesco Global Core Equity Fund.......... July 1, 2007 June 30, 2017
Invesco International Small Company Fund. July 1, 2007 June 30, 2017
Invesco Small Cap Equity Fund............ July 1, 2007 June 30, 2017
AIM GROWTH SERIES (INVESCO GROWTH SERIES)
FUND EFFECTIVE DATE COMMITTED UNTIL
---- ----------------- ---------------
Invesco Convertible Securities Fund............. February 12, 2010 June 30, 2017
Invesco Global Low Volatility Equity Yield Fund. July 1, 2007 June 30, 2017
Invesco Mid Cap Core Equity Fund................ July 1, 2007 June 30, 2017
Invesco Small Cap Growth Fund................... July 1, 2007 June 30, 0000
Xxxxxxx X.X. Mortgage Fund...................... February 12, 2010 June 30, 2017
AIM INTERNATIONAL MUTUAL FUNDS (INVESCO INTERNATIONAL MUTUAL FUNDS)
FUND EFFECTIVE DATE COMMITTED UNTIL
---- ----------------- ---------------
Invesco Asia Pacific Growth Fund........... July 1, 2007 June 30, 2017
Invesco European Growth Fund............... July 1, 2007 June 30, 2017
Invesco Global Growth Fund................. July 1, 2007 June 30, 2017
Invesco Global Opportunities Fund.......... August 3, 2012 June 30, 2017
Invesco Global Small & Mid Cap Growth Fund. July 1, 2007 June 30, 2017
Invesco International Companies Fund....... December 21, 2015 June 30, 2017
Invesco International Core Equity Fund..... July 1, 2007 June 30, 2017
Invesco International Growth Fund.......... July 1, 2007 June 30, 2017
Invesco Select Opportunities Fund.......... August 3, 2012 June 30, 2017
AIM INVESTMENT FUNDS (INVESCO INVESTMENT FUNDS)
FUND EFFECTIVE DATE COMMITTED UNTIL
---- ------------------ ---------------
Invesco All Cap Market Neutral Fund.............. December 17, 2013 June 30, 2017
Invesco Balanced-Risk Allocation Fund/1/......... May 29, 2009 June 30, 2017
Invesco Balanced-Risk Commodity Strategy Fund/2/. November 29, 2010 June 30, 2017
Invesco Developing Markets Fund.................. July 1, 2007 June 30, 2017
Invesco Emerging Markets Equity Fund............. May 11, 2011 June 30, 2017
Invesco Emerging Market Local Currency Debt Fund. June 14, 2010 June 30, 2017
Invesco Endeavor Fund............................ July 1, 2007 June 30, 2017
Invesco Global Health Care Fund.................. July 1, 2007 June 30, 2017
Invesco Global Infrastructure Fund............... May 2, 2014 June 30, 2017
Invesco Global Market Neutral Fund............... December 17, 2013 June 30, 2017
Invesco Global Markets Strategy Fund/3/.......... September 25, 2012 June 30, 2017
Invesco Global Targeted Returns Fund/4/.......... December 17, 2013 June 30, 2017
Invesco Greater China Fund....................... July 1, 2007 June 30, 2017
Invesco International Total Return Fund.......... July 1, 2007 June 30, 2017
Invesco Long/Short Equity Fund................... December 17, 2013 June 30, 2017
Invesco Low Volatility Emerging Markets Fund..... December 17, 2013 June 30, 2017
Invesco Macro International Equity Fund.......... December 17, 2013 June 30, 2017
Invesco Macro Long/Short Fund.................... December 17, 2013 June 30, 2017
Invesco MLP Fund................................. August 29, 2014 June 30, 2017
Invesco Pacific Growth Fund...................... February 12, 2010 June 30, 2017
Invesco Premium Income Fund...................... December 13, 2011 June 30, 2017
Invesco Select Companies Fund.................... July 1, 2007 June 30, 2017
Invesco Strategic Income Fund.................... May 2, 2014 June 30, 2017
Invesco Unconstrained Bond Fund.................. October 14, 2014 June 30, 2017
AIM INVESTMENT SECURITIES FUNDS (INVESCO INVESTMENT SECURITIES FUNDS)
FUND EFFECTIVE DATE COMMITTED UNTIL
---- ------------------------------------- ---------------
Invesco Corporate Bond Fund........... February 12, 2010 June 30, 2017
Invesco Global Real Estate Fund....... July 1, 2007 June 30, 2017
Invesco High Yield Fund............... July 1, 2007 June 30, 2017
Invesco Limited Maturity Treasury
Fund/5/............................. July 1, 2007 June 30, 2017
--------
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 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.
4 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.
5 Effective December 31, 2015, Invesco Limited Maturity Treasury Fund will
change its name to Invesco Short Duration Inflation Protected Fund.
Invesco Money Market Fund.... July 1, 2007 June 30, 2017
Invesco Real Estate Fund..... July 1, 2007 June 30, 2017
Invesco Short Term Bond Fund. July 1, 2007 June 30, 0000
Xxxxxxx X.X. Government Fund. July 1, 2007 June 30, 2017
Sub-Item 77Q1(e)
AIM SECTOR FUNDS (INVESCO SECTOR FUNDS)
FUND EFFECTIVE DATE COMMITTED UNTIL
---- ----------------- ---------------
Invesco American Value Fund......... February 12, 2010 June 30, 2017
Invesco Xxxxxxxx Fund............... February 12, 2010 June 30, 2017
Invesco Energy Fund................. July 1, 2007 June 30, 2017
Invesco Dividend Income Fund........ July 1, 2007 June 30, 2017
Invesco Gold & Precious Metals Fund. July 1, 2007 June 30, 2017
Invesco Mid Cap Growth Fund......... February 12, 2010 June 30, 2017
Invesco Small Cap Value Fund........ February 12, 2010 June 30, 2017
Invesco Technology Fund............. July 1, 2007 June 30, 2017
Invesco Technology Sector Fund...... February 12, 2010 June 30, 2017
Invesco Value Opportunities Fund.... February 12, 2010 June 30, 2017
AIM TAX-EXEMPT FUNDS (INVESCO TAX-EXEMPT FUNDS)
FUND EFFECTIVE DATE COMMITTED UNTIL
---- ----------------- ---------------
Invesco High Yield Municipal Fund............... February 12, 2010 June 30, 2017
Invesco Intermediate Term Municipal Income Fund. February 12, 2010 June 30, 2017
Invesco Municipal Income Fund................... February 12, 2010 June 30, 2017
Invesco New York Tax Free Income Fund........... February 12, 2010 June 30, 2017
Invesco Tax-Exempt Cash Fund.................... July 1, 2007 June 30, 2017
Invesco Limited Term Municipal Income Fund...... July 1, 2007 June 30, 2017
AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)
FUND EFFECTIVE DATE COMMITTED UNTIL
---- ----------------- ---------------
Invesco V.I. American Franchise Fund.......... February 12, 2010 June 30, 2017
Invesco V.I. American Value Fund.............. February 12, 2010 June 30, 2017
Invesco V.I. Balanced-Risk Allocation Fund/5/. December 22, 2010 June 30, 2017
Invesco V.I. Xxxxxxxx Fund.................... February 12, 2010 June 30, 2017
Invesco V.I. Core Equity Fund................. July 1, 2007 June 30, 2017
Invesco V.I. Core Plus Bond Fund.............. April 30, 2015 June 30, 2017
Invesco V.I. Diversified Dividend Fund........ February 12, 2010 June 30, 2017
Invesco V.I. Equally-Weighted S&P 500 Fund.... February 12, 2010 June 30, 2017
Invesco V.I. Equity and Income Fund........... February 12, 2010 June 30, 2017
Invesco V.I. Global Core Equity Fund.......... February 12, 2010 June 30, 2017
Invesco V.I. Global Health Care Fund.......... July 1, 2007 June 30, 2017
Invesco V.I. Global Real Estate Fund.......... July 1, 2007 June 30, 2017
Invesco V.I. Government Securities Fund....... July 1, 2007 June 30, 2017
Invesco V.I. Growth and Income Fund........... February 12, 2010 June 30, 2017
Invesco V.I. High Yield Fund.................. July 1, 2007 June 30, 2017
Invesco V.I. International Growth Fund........ July 1, 2007 June 30, 2017
Invesco V.I. Managed Volatility Fund.......... July 1, 2007 June 30, 2017
Invesco V.I. Mid Cap Core Equity Fund......... July 1, 2007 June 30, 2017
Invesco V.I. Mid Cap Growth Fund.............. February 12, 2010 June 30, 2017
Invesco V.I. Money Market Fund................ July 1, 2007 June 30, 2017
Invesco V.I. S&P 500 Index Fund............... February 12, 2010 June 30, 2017
Invesco V.I. Small Cap Equity Fund............ July 1, 2007 June 30, 2017
Invesco V.I. Technology Fund.................. July 1, 2007 June 30, 2017
Invesco V.I. Value Opportunities Fund......... July 1, 2007 June 30, 2017
/5/ 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, 2017
INVESCO SECURITIES TRUST
FUND EFFECTIVE DATE COMMITTED UNTIL
---- ---------------- ---------------
Invesco Balanced-Risk Aggressive Allocation
Fund........................................ January 16, 2013 June 30, 2017
INVESCO MANAGEMENT TRUST
FUND EFFECTIVE DATE COMMITTED UNTIL
---- -------------- ---------------
Invesco Conservative Income Fund................ July 1, 2014 June 30, 2017
CLOSED-END FUNDS
FUND EFFECTIVE DATE COMMITTED UNTIL
---- --------------- ---------------
Invesco Advantage Municipal Income Trust II......... May 15, 2012 June 30, 2017
Invesco Bond Fund................................... August 26, 2015 June 30, 0000
Xxxxxxx Xxxxxxxxxx Value Municipal Income Trust..... May 15, 2012 June 30, 2017
Invesco Dynamic Credit Opportunities Fund........... May 15, 2012 June 30, 2017
Invesco High Income Trust II........................ May 15, 2012 June 30, 2017
Invesco Municipal Income Opportunities Trust........ August 26, 2015 June 30, 2017
Invesco Municipal Opportunity Trust................. May 15, 2012 June 30, 2017
Invesco Municipal Trust............................. May 15, 2012 June 30, 0000
Xxxxxxx Xxxxxxxxxxxx Value Municipal Income Trust... May 15, 2012 June 30, 2017
Invesco Quality Municipal Income Trust.............. August 26, 2015 June 30, 2017
Invesco Senior Income Trust......................... May 15, 2012 June 30, 2017
Invesco Trust for Investment Grade Municipals....... May 15, 2012 June 30, 2017
Invesco Trust for Investment Grade New York
Municipals........................................ May 15, 2012 June 30, 2017
Invesco Value Municipal Income Trust................ June 1, 2010 June 30, 2017
Sub-Item 77Q1(e)
MASTER INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT is made this 30th day of September, 2015, by and between
Invesco Exchange Fund, a Delaware Statutory Trust (the "Fund"), and Invesco
Advisers, Inc., a Delaware corporation (the "Adviser").
RECITALS
WHEREAS, the Fund is registered under the Investment Company Act of 1940, as
amended (the "1940 Act"), as an open-end management investment company;
WHEREAS, the Adviser is registered under the Investment Advisers Act of
1940, as amended (the "Advisers Act"), as an investment advisor and engages in
the business of acting as an investment advisor;
WHEREAS, the Fund and the Adviser desire to enter into an agreement to
provide for investment advisory services to the Fund upon the terms and
conditions hereinafter set forth;
NOW THEREFORE, in consideration of the mutual covenants herein contained and
other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties agree as follows:
1. ADVISORY SERVICES. The Adviser shall act as investment advisor for the
Fund and shall, in such capacity, supervise all aspects of the Fund's
operations, including the investment and reinvestment of cash, securities or
other properties comprising the Fund's assets, subject at all times to the
policies and control of the Board of Trustees. The Adviser shall give the
Fund the benefit of its best judgment, efforts and facilities in rendering
its services as investment advisor.
2. INVESTMENT ANALYSIS AND IMPLEMENTATION. In carrying out its
obligations under Section 1 hereof, the Adviser shall:
(a) supervise all aspects of the operations of the Fund;
(b) obtain and evaluate pertinent information about significant
developments and economic, statistical and financial data, domestic, foreign
or otherwise, whether affecting the economy generally or the Fund, and
whether concerning the individual issuers whose securities are included in
the assets of the Fund or the activities in which such issuers engage, or
with respect to securities which the Adviser considers desirable for
inclusion in the Fund's assets;
(c) determine which issuers and securities shall be represented in the
Fund's investment portfolios and regularly report thereon to the Board of
Trustees;
(d) formulate and implement continuing programs for the purchases and
sales of the securities of such issuers and regularly report thereon to the
Board of Trustees; and
(e) take, on behalf of the Fund, all actions which appear to the Fund
necessary to carry into effect such purchase and sale programs and
supervisory functions as aforesaid, including but not limited to the placing
of orders for the purchase and sale of securities for the Fund.
3. SECURITIES LENDING DUTIES AND FEES. The Adviser agrees to provide the
following services in connection with the securities lending activities of
the Fund: (a) oversee participation in the securities lending program to
ensure compliance with all applicable regulatory and investment guidelines;
(b) assist the securities lending agent or principal (the "Agent") in
determining which specific securities are available for loan; (c) monitor
the Agent to ensure that securities loans are effected in accordance with
the Adviser's instructions and with procedures adopted by the Board of
Trustees; (d) prepare appropriate periodic reports for, and seek appropriate
approvals from, the Board of Trustees with respect to securities lending
activities; (e) respond to Agent inquiries; and (f) perform such other
duties as necessary.
As compensation for such services provided by the Adviser in connection with
securities lending activities, the Fund shall pay the Adviser a fee equal to
25% of the net monthly interest or fee income retained or paid to the Fund from
such activities.
4. DELEGATION OF RESPONSIBILITIES. The Adviser is authorized to delegate any
or all of its rights, duties and obligations under this Agreement to one or
more sub-advisers, and may enter into agreements with sub-advisers, and may
replace any such sub-advisers from time to time in its discretion, in
accordance with the 1940 Act, the Advisers Act, and rules and regulations
thereunder, as such statutes, rules and regulations are amended from time to
time or are interpreted from time to time by the staff of the Securities and
Exchange Commission ("SEC"), and if applicable, exemptive orders or similar
relief granted by the SEC and upon receipt of approval of such sub-advisers by
the Board of Trustees and by shareholders (unless any such approval is not
required by such statutes, rules, regulations, interpretations, orders or
similar relief).
5. INDEPENDENT CONTRACTORS. The Adviser and any sub-advisers shall for all
purposes herein be deemed to be independent contractors and shall, unless
otherwise expressly provided or authorized, have no authority to act for or
represent the Fund in any way or otherwise be deemed to be an agent of the Fund.
6. CONTROL BY BOARD OFTRUSTEES. Any investment program undertaken by the
Adviser pursuant to this Agreement, as well as any other activities undertaken
by the Adviser on behalf of the Fund, shall at all times be subject to any
directives of the Board of Trustees.
7. COMPLIANCE WITH APPLICABLE REQUIREMENTS. In carrying out its obligations
under this Agreement, the Adviser shall at all times conform to:
(a) all applicable provisions of the 1940 Act and the Advisers Act and
any rules and regulations adopted thereunder;
(b) the provisions of the registration statement of the Fund, as the same
may be amended from time to time under the Securities Act of 1933 and the
1940 Act;
(c) the provisions of the Declaration of Trust, as the same may be
amended from time to time;
(d) the provisions of the by-laws of the Fund, as the same may be amended
from time to time; and
(e) any other applicable provisions of state, federal or foreign law.
8. BROKER-DEALER RELATIONSHIPS. The Adviser is responsible for decisions to
buy and sell securities for the Fund, broker-dealer selection, and negotiation
of brokerage commission rates.
(a) The Adviser's primary consideration in effecting a security
transaction will be to obtain the best execution.
(b) In selecting a broker-dealer to execute each particular transaction,
the Adviser will take the following into consideration: the best net price
available; the reliability, integrity and financial condition of the
broker-dealer; the size of and the difficulty in executing the order; and
the value of the expected contribution of the broker-dealer to the
investment performance of the Fund on a continuing basis. Accordingly, the
price to the Fund in any transaction may be less favorable than that
available from another broker-dealer if the difference is reasonably
justified by other aspects of the fund execution services offered.
(c) Subject to such policies as the Board of Trustees may from time to
time determine, the Adviser shall not be deemed to have acted unlawfully or
to have breached any duty created by this Agreement or otherwise solely by
reason of its having caused the Fund to pay a broker or dealer that provides
brokerage and research services to the Adviser an amount of commission for
effecting a fund investment transaction in excess of the amount of
commission another broker or dealer would have charged for effecting that
transaction, if the Adviser determines in good faith that such amount of
commission was reasonable in relation to the value of
2
the brokerage and research services provided by such broker or dealer,
viewed in terms of either that particular transaction or the Adviser's
overall responsibilities with respect to the Fund, and to other clients of
the Adviser as to which the Adviser exercises investment discretion. The
Adviser is further authorized to allocate the orders placed by it on behalf
of the Fund to such brokers and dealers who also provide research or
statistical material, or other services to the Fund, to the Adviser, or to
any sub-adviser. Such allocation shall be in such amounts and proportions as
the Adviser shall determine and the Adviser will report on said allocations
regularly to the Board of Trustees indicating the brokers to whom such
allocations have been made and the basis therefor.
(d) With respect to the Fund, to the extent the Adviser does not delegate
trading responsibility to one or more sub-advisers, in making decisions
regarding broker-dealer relationships, the Adviser may take into
consideration the recommendations of any sub-adviser appointed to provide
investment research or advisory services in connection with the Fund, and
may take into consideration any research services provided to such
sub-adviser by broker-dealers.
(e) Subject to the other provisions of this Section 8, the 1940 Act, the
Securities Exchange Act of 1934, and rules and regulations thereunder, as
such statutes, rules and regulations are amended from time to time or are
interpreted from time to time by the staff of the SEC, any exemptive orders
issued by the SEC, and any other applicable provisions of law, the Adviser
may select brokers or dealers with which it or the Fund are affiliated.
9. COMPENSATION. The compensation that the Fund shall pay the Adviser is set
forth in Appendix A attached hereto.
10. EXPENSES OF THE FUND. All of the ordinary business expenses incurred in
the operations of the Fund and the offering of its shares shall be borne by the
Fund unless specifically provided otherwise in this Agreement. These expenses
borne by the Fund include but are not limited to brokerage commissions, taxes,
legal, accounting, auditing, or governmental fees, the cost of preparing share
certificates, custodian, transfer and shareholder service agent costs, expenses
of issue, sale, redemption and repurchase of shares, expenses of registering
and qualifying shares for sale, expenses relating to trustees and shareholder
meetings, the cost of preparing and distributing reports and notices to
shareholders, the fees and other expenses incurred by the Fund in connection
with membership in investment company organizations and the cost of printing
copies of prospectuses and statements of additional information distributed to
the Fund's shareholders.
11. SERVICES TO OTHER COMPANIES OR ACCOUNTS. The Fund understands that the
Adviser now acts, will continue to act and may act in the future as investment
manager or Adviser to fiduciary and other managed accounts, and as investment
manager or adviser to other investment companies, including any offshore
entities, or accounts, and the Fund has no objection to the Adviser so acting,
provided that whenever the Fund and one or more other investment companies or
accounts managed or advised by the Adviser have available funds for investment,
investments suitable and appropriate for each will be allocated in accordance
with a formula believed to be equitable to each company and account. The Fund
recognizes that in some cases this procedure may adversely affect the size of
the positions obtainable and the prices realized for the Fund.
12. NON-EXCLUSIVITY. The Fund understands that the persons employed by the
Adviser to assist in the performance of the Adviser's duties under this
Agreement will not devote their full time to such service and nothing contained
in this Agreement shall be deemed to limit or restrict the right of the Adviser
or any affiliate of the Adviser to engage in and devote time and attention to
other businesses or to render services of whatever kind or nature. The Fund
further understands and agrees that officers or directors of the Adviser may
serve as officers or partners of the Fund, and that officers or partners of the
Fund may serve as officers or directors of the Adviser to the extent permitted
by law; and that the officers and directors of the Adviser are not prohibited
from engaging in any other business activity or from rendering services to any
other person, or from serving as partners, officers, directors or trustees of
any other firm or trust, including other investment advisory companies.
13. EFFECTIVE DATE, TERM AND APPROVAL. This Agreement shall become effective
with respect to the Fund, if approved by the shareholders of the Fund, on the
date indicated above. If so approved, this Agreement shall
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thereafter continue in force and effect until two years after the date
indicated above, and may be continued from year to year thereafter, provided
that the continuation of the Agreement is specifically approved at least
annually:
(a) (i) by the Board of Trustees or (ii) by the vote of "a majority of
the outstanding voting securities" of the Fund (as defined in
Section 2(a)(42) of the 0000 Xxx); and
(b) by the affirmative vote of a majority of the Trustees who are not
parties to this Agreement or "interested persons" (as defined in the 0000
Xxx) of a party to this Agreement (other than as Trustees of the Fund), by
votes cast in person at a meeting specifically called for such purpose.
14. TERMINATION. This Agreement may be terminated as to the Fund at any
time, without the payment of any penalty, by vote of the Board of Trustees or
by vote of a majority of the outstanding voting securities of the Fund, or by
the Adviser, on sixty (60) days' written notice to the other party. The notice
provided for herein may be waived by the party entitled to receipt thereof.
This Agreement shall automatically terminate in the event of its assignment,
the term "assignment" for purposes of this paragraph having the meaning defined
in Section 2(a)(4) of the 1940 Act.
15. AMENDMENT. No amendment of this Agreement shall be effective unless it
is in writing and signed by the party against which enforcement of the
amendment is sought.
16. LIABILITY OF ADVISER AND FUND. In the absence of willful misfeasance,
bad faith, gross negligence or reckless disregard of obligations or duties
hereunder on the part of the Adviser or any of its officers, directors or
employees, the Adviser shall not be subject to liability to the Fund or to any
shareholder of the Fund for any act or omission in the course of, or connected
with, rendering services hereunder or for any losses that may be sustained in
the purchase, holding or sale of any security.
17. LIABILITY OF SHAREHOLDERS. Notice is hereby given that, as provided by
applicable law, the obligations of or arising out of this Agreement are not
binding upon any of the shareholders of the Fund individually but are binding
only upon the assets and property of the Fund and that the shareholders shall
be entitled, to the fullest extent permitted by applicable law, to the same
limitation on personal liability as shareholders of private corporations for
profit.
18. NOTICES. Any notices under this Agreement shall be in writing, addressed
and delivered, telecopied or mailed postage paid, to the other party entitled
to receipt thereof at such address as such party may designate for the receipt
of such notice. Until further notice to the other party, it is agreed that the
address of the Fund and that of the Adviser shall be 00 Xxxxxxxx Xxxxx,
Xxxxx 0000, Xxxxxxx, Xxxxx 00000-0000.
19. QUESTIONS OF INTERPRETATION. Any question of interpretation of any term
or provision of this Agreement having a counterpart in or otherwise derived
from a term or provision of the 1940 Act or the Advisers Act shall be resolved
by reference to such term or provision of the 1940 Act or the Advisers Act and
to interpretations thereof, if any, by the United States Courts or in the
absence of any controlling decision of any such court, by rules, regulations or
orders of the SEC issued pursuant to said Acts. In addition, where the effect
of a requirement of the 1940 Act or the Advisers Act reflected in any provision
of the Agreement is revised by rule, regulation or order of the SEC, such
provision shall be deemed to incorporate the effect of such rule, regulation or
order. Subject to the foregoing, this Agreement shall be governed by and
construed in accordance with the laws (without reference to conflicts of law
provisions) of the State of Texas.
20. LICENSE AGREEMENT. The Fund shall have the non-exclusive right to use
the name "Invesco" to designate any current or future series of shares only so
long as Invesco Advisers, Inc. serves as investment manager or Adviser to the
Fund with respect to such series of shares.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in duplicate by their respective officers on the day and year first
written above.
INVESCO EXCHANGE FUND
Attest:
/s/ Xxxxx Xxxxxxxx By: /s/ Xxxx X. Xxxx
------------------------------------ -----------------------------------
ASSISTANT SECRETARY Name: Xxxx X. Xxxx
Title: Senior Vice President
(SEAL)
INVESCO ADVISERS, INC.
Attest:
/s/ Xxxxx Xxxxxxx By: /s/ Xxxx X. Xxxx
------------------------------------ -----------------------------------
ASSISTANT SECRETARY Name: Xxxx X. Xxxx
Title: Senior Vice President
(SEAL)
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APPENDIX A
COMPENSATION TO THE ADVISER
The Fund shall pay the Adviser, out of its assets, as full compensation for
all services rendered, an advisory fee for the Fund set forth below. Such fee
shall be calculated by applying the following annual rates to the average daily
net assets of the Fund for the calendar year.
FUND ANNUAL RATE
---- ---------------------------------------
Invesco Exchange Fund.................. 0.30% of the Fund's average net assets
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