SUB-ITEM 77Q1 (E)
INVESCO XXX XXXXXX MASSACHUSETTS VALUE MUNICIPAL INCOME TRUST
MEMORANDUM OF AGREEMENT
(EXPENSE LIMITATIONS)
This Memorandum of Agreement is entered into as of the Effective Date on
the attached exhibits (the "Exhibits"), between Invesco Xxx Xxxxxx Advantage
Municipal Income Trust II, Invesco Xxx Xxxxxx Bond Fund, Invesco Xxx Xxxxxx
California Value Municipal Income Trust, Invesco Xxx Xxxxxx Dynamic Credit
Opportunities Fund, Invesco Xxx Xxxxxx Exchange Fund, Invesco Xxx Xxxxxx High
Income Trust II, Invesco Xxx Xxxxxx Massachusetts Value Municipal Income Trust,
Invesco Xxx Xxxxxx Municipal Opportunity Trust, Invesco Xxx Xxxxxx Municipal
Trust, Invesco Xxx Xxxxxx Ohio Quality Municipal Trust, Invesco Xxx Xxxxxx
Pennsylvania Value Municipal Income Trust, Invesco Xxx Xxxxxx Select Sector
Municipal Trust, Invesco Xxx Xxxxxx Senior Income Trust, Invesco Xxx Xxxxxx
Senior Loan Fund, Invesco Xxx Xxxxxx Trust for Insured Municipals, Invesco Xxx
Xxxxxx Trust for Investment Grade Municipals, Invesco Xxx Xxxxxx Trust for
Investment Grade New Jersey Municipals and Invesco Xxx Xxxxxx Trust for
Investment Grade New York Municipals (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 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:
For the Contractual Limits (listed in Exhibit A), the Trusts 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 a Fund (excluding (i) interest; (ii) taxes;
(iii) dividend expense on short sales; (iv) extraordinary or non-routine items;
(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 Exhibit A. With regard to the Contractual Limits,
the Board of Trustees of the Trust 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, each of the Trusts and Invesco agree 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 the Trusts and Invesco have agreed
to continue them. The Exhibits will be amended to reflect any such agreement.
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.
SUB-ITEM 77Q1 (E)
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.
INVESCO XXX XXXXXX ADVANTAGE MUNICIPAL INCOME TRUST II
INVESCO XXX XXXXXX BOND FUND
INVESCO XXX XXXXXX CALIFORNIA VALUE MUNICIPAL INCOME TRUST
INVESCO XXX XXXXXX DYNAMIC CREDIT OPPORTUNITIES FUND
INVESCO XXX XXXXXX EXCHANGE FUND
INVESCO XXX XXXXXX HIGH INCOME TRUST II
INVESCO XXX XXXXXX MASSACHUSETTS VALUE MUNICIPAL INCOME TRUST
INVESCO XXX XXXXXX MUNICIPAL OPPORTUNITY TRUST
INVESCO XXX XXXXXX MUNICIPAL TRUST
INVESCO XXX XXXXXX OHIO QUALITY MUNICIPAL TRUST
INVESCO XXX XXXXXX PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST
INVESCO XXX XXXXXX SELECT SECTOR MUNICIPAL TRUST
INVESCO XXX XXXXXX SENIOR INCOME TRUST
INVESCO XXX XXXXXX SENIOR LOAN FUND
INVESCO XXX XXXXXX TRUST FOR INSURED MUNICIPALS
INVESCO XXX XXXXXX TRUST FOR INVESTMENT GRADE MUNICIPALS
INVESCO XXX XXXXXX TRUST FOR INVESTMENT GRADE NEW JERSEY MUNICIPALS
INVESCO XXX XXXXXX TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS
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
as of November 16, 2010
EXHIBIT "A" -- RETAIL FUNDS (1)
INVESCO XXX XXXXXX ADVANTAGE MUNICIPAL INCOME TRUST
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---------------------------------- ------------ ---------- ----------------- -------------
Invesco VK Advantage Municipal
Income Trust Contractual 1.05% June 1, 2010 June 30, 2012
INVESCO XXX XXXXXX BOND FUND
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---------------------------------- ------------ ---------- ----------------- -------------
Invesco XX Xxxx Fund Contractual 0.58% June 1, 2010 June 30, 0000
XXXXXXX XXX XXXXXX XXXXXXXXXX VALUE MUNICIPAL INCOME TRUST
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---------------------------------- ------------ ---------- ----------------- -------------
Invesco VK California Value Muni
Income Trust Contractual 1.05% June 1, 2010 June 30, 2012
INVESCO XXX XXXXXX DYNAMICS CREDIT OPPORTUNITIES FUND
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---------------------------------- ------------ ---------- ----------------- -------------
Invesco VK Dynamics Credit
Opportunities Fund Contractual 2.22% June 1, 2010 June 30, 2012
INVESCO XXX XXXXXX EXCHANGE FUND
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---------------------------------- ------------ ---------- ----------------- -------------
Invesco VK Exchange Fund Contractual 0.52% June 1, 2010 June 30, 2012
INVESCO XXX XXXXXX HIGH INCOME TRUST II
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---------------------------------- ------------ ---------- ----------------- -------------
Invesco VK High Income Trust II Contractual 2.02% June 1, 2010 June 30, 2012
INVESCO XXX XXXXXX MASSACHUSETTES VALUE MUNICIPAL INCOME TRUST
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---------------------------------- ------------ ---------- ----------------- -------------
Invesco VK Massachusetts Value
Municipal Income Trust Contractual 1.18% June 1, 2010 June 30, 2012
3
as of November 16, 2010
INVESCO XXX XXXXXX MUNICIPAL OPPORTUNITIES TRUST
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---------------------------------- ------------ ---------- ----------------- -------------
Invesco VK Municipal Opportunities
Trust Contractual 1.03% June 1, 2010 June 30, 2012
INVESCO XXX XXXXXX MUNICIPAL TRUST
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---------------------------------- ------------ ---------- ----------------- -------------
Invesco VK Municipal Trust Contractual 0.94% June 1, 2010 June 30, 2012
INVESCO XXX XXXXXX OHIO QUALITY MUNICIPAL TRUST
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---------------------------------- ------------ ---------- ----------------- -------------
Invesco VK Ohio Quality Municipal
Trust Contractual 1.02% June 1, 2010 June 30, 0000
XXXXXXX XXX XXXXXX XXXXXXXXXXXX VALUE MUNICIPAL INCOME TRUST
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
Invesco VK Pennsylvania Value
---------------------------------- ------------ ---------- ----------------- -------------
Municipal Income Trust Contractual 0.98% June 1, 2010 June 30, 2012
INVESCO XXX XXXXXX SELECT SECTOR MUNICIPAL RUST
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---------------------------------- ------------ ---------- ----------------- -------------
Invesco VK Select Sector Municipal
Trust Contractual 1.07% June 1, 2010 June 30, 2012
INVESCO XXX XXXXXX SENIOR INCOME TRUST
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---------------------------------- ------------ ---------- ----------------- -------------
Invesco VK Senior Income Trust Contractual 2.07% June 1, 2010 June 30, 2012
INVESCO XXX XXXXXX SENIOR LOAN FUND
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---------------------------------- ------------ ---------- ----------------- -------------
Invesco VK Senior Loan Fund
Class A Contractual 1.53%(2) June 1, 2010 June 30, 2012
Class B Contractual 2.28%(2) June 1, 2010 June 30, 2012
Class C Contractual 2.28%(2) June 1, 2010 June 30, 2012
Class IB Contractual 1.53% June 1, 2010 June 30, 2012
Class IC Contractual 1.53%(2) June 1, 2010 June 30, 2012
4
as of November 16, 2010
INVESCO XXX XXXXXX TRUST FOR INSURED MUNICIPALS
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---------------------------------- ------------ ---------- ----------------- -------------
Invesco VK Trust for Insured
Municipals Contractual 1.10% June 1, 2010 June 30, 2012
INVESCO XXX XXXXXX TRUST FOR INVESTMENT GRADE MUNICIPALS
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---------------------------------- ------------ ---------- ----------------- -------------
Invesco VK Trust for Investment
Grade Municipals Contractual 0.99% June 1, 2010 June 30, 2012
INVESCO XXX XXXXXX TRUST FOR INVESTMENT GRADE NEW JERSEY MUNICIPALS
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---------------------------------- ------------ ---------- ----------------- -------------
Invesco VK Trust for Investment
Grade New Jersey Municipals Contractual 1.08% June 1, 2010 June 30, 2012
INVESCO XXX XXXXXX TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---------------------------------- ------------ ---------- ----------------- -------------
Invesco VK Trust for Investment
Grade New York Municipals Contractual 1.02% June 1, 2010 June 30, 2012
(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 Distributorors, Inc.
5
