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 2023 Target Term 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 CALIFORNIA VALUE MUNICIPAL
COUNSELOR SERIES TRUST) INCOME TRUST
AIM EQUITY FUNDS (INVESCO EQUITY FUNDS) INVESCO DYNAMIC CREDIT OPPORTUNITIES
AIM FUNDS GROUP (INVESCO FUNDS GROUP) FUND
AIM GROWTH SERIES (INVESCO GROWTH INVESCO EXCHANGE FUND
SERIES) INVESCO HIGH INCOME 2023 TARGET TERM
AIM INTERNATIONAL MUTUAL FUNDS FUND
(INVESCO INTERNATIONAL MUTUAL FUNDS) INVESCO HIGH INCOME TRUST II
AIM INVESTMENT FUNDS (INVESCO INVESCO MANAGEMENT TRUST
INVESTMENT FUNDS) INVESCO MUNICIPAL INCOME OPPORTUNITIES
AIM INVESTMENT SECURITIES FUNDS TRUST
(INVESCO INVESTMENT SECURITIES FUNDS) INVESCO MUNICIPAL OPPORTUNITY TRUST
AIM SECTOR FUNDS (INVESCO SECTOR FUNDS) INVESCO MUNICIPAL TRUST
AIM TAX-EXEMPT FUNDS (INVESCO INVESCO PENNSYLVANIA VALUE MUNICIPAL
TAX-EXEMPT FUNDS) INCOME TRUST
AIM TREASURER'S SERIES TRUST (INVESCO INVESCO QUALITY MUNICIPAL INCOME TRUST
TREASURER'S SERIES TRUST) INVESCO SECURITIES TRUST
AIM VARIABLE INSURANCE FUNDS (INVESCO INVESCO SENIOR INCOME TRUST
VARIABLE INSURANCE FUNDS) INVESCO TRUST FOR INVESTMENT GRADE
INVESCO ADVANTAGE MUNICIPAL INCOME MUNICIPALS
TRUST II INVESCO TRUST FOR INVESTMENT GRADE NEW
INVESCO BOND FUND YORK MUNICIPALS
INVESCO VALUE MUNICIPAL INCOME TRUST
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 Invesco will waive advisory 4/30/2014 06/30/2018
Real Return Fund fees in an amount equal to
the advisory fees earned on
underlying affiliated
investments
AIM INVESTMENT
FUNDS (INVESCO EXPIRATION
INVESTMENT FUNDS WAIVER DESCRIPTION EFFECTIVE DATE DATE
---------------- ---------------------------- -------------- -----------
Invesco Invesco will waive advisory 02/24/15 06/30/2018
Balanced-Risk fees in an amount equal to
Commodity the advisory fees earned on
Strategy Fund underlying affiliated
investments
Invesco Global Invesco will waive advisory 12/17/2013 06/30/2018
Targeted Returns fees in an amount equal to
Fund 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 2/1/2011 12/31/2017
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 12/31/2017
Government fees in the amount of 0.07%
Money Portfolio of the Fund's average daily
net assets
Premier Tax- Invesco will waive advisory 06/01/2016 12/31/2017
Exempt Portfolio fees in the amount of 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 Quality Income Fund February 12, 2010 June 30, 2018
Invesco Small Cap Growth Fund July 1, 2007 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 Responsibility Equity Fund June 30, 2016 June 30, 2018
Invesco Global Small & Mid Cap Growth Fund July 1, 2007 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 Targeted Returns Fund/5/ December 17, 2013 June 30, 2018
Invesco Greater China 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 Allocation Strategy Fund/4/ September 25, 2012 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 Multi-Asset Income Fund/6/ December 13, 2011 June 30, 2018
Invesco Pacific Growth Fund February 12, 2010 June 30, 2018
Invesco Select Companies Fund July 1, 2007 June 30, 2018
Invesco World Bond Fund July 1, 2007 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 Macro Allocation
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 Multi-Asset Income Fund
also include advisory fees that Invesco receives on the Uninvested Cash
from the Affiliated Money Market Fund in which Invesco Multi-Asset 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 2023 Target Term Fund November 28, 20016 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)
MASTER INTERGROUP SUB-ADVISORY CONTRACT
This contract is made as of September 30, 2015 by and among Invesco
Advisers, Inc. (the "Adviser") 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").
WHEREAS:
A) The Adviser has entered into an investment advisory agreement
with Invesco Exchange Fund (the "Fund"), an open-end management investment
company registered under the Investment Company Act of 1940, as amended (the
"1940 Act");
B) The Adviser is authorized to delegate certain, any or all of its
rights, duties and obligations under investment advisory agreements to
sub-advisers, including sub-advisers that are affiliated with the Adviser;
C) Each Sub-Adviser represents that it is registered with the
U.S. Securities and Exchange Commission ("SEC") as an investment adviser
under the Investment Advisers Act of 1940 ("Advisers Act") as an investment
adviser, or will be so registered prior to providing any services to the
Fund under this Contract, and engages in the business of acting as an
investment adviser; and
D) The Sub-Advisers and their affiliates have personnel in various
locations throughout the world and have been formed in part for the purpose
of researching and compiling information and recommendations on the
economies of various countries and securities of issuers located in such
countries or on various types of investments and investment techniques, and
providing investment advisory services in connection therewith.
NOW THEREFORE, in consideration of the promises and the mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. APPOINTMENT. The Adviser hereby appoints each Sub-Adviser as a
sub-adviser of the Fund for the period and on the terms set forth herein.
Each Sub-Adviser accepts such appointment and agrees to render the services
herein set forth, for the compensation herein provided.
2. DUTIES AS SUB-ADVISER. Subject to paragraph 7 below, the Adviser may,
in its discretion, appoint each Sub-Advisor to perform one or more of the
following services with respect to all or a portion of the investments of
the Fund. The services and the portion of the investments of the Fund to be
advised or managed by each Sub-Adviser shall be as agreed upon from time to
time by the Adviser and the Sub-Advisers. Each Sub-Adviser shall pay the
salaries and fees of all personnel of such Sub-Adviser performing services
for the Fund related to research, statistical and investment activities.
(a) INVESTMENT ADVICE. If and to the extent requested by the Adviser,
each Sub-Adviser shall provide investment advice to the Fund and the Adviser
with respect to all or a portion of the investments of the Fund or with
respect to various investment techniques, and in connection with such advice
shall furnish the Fund and the Adviser with such factual information,
research reports and investment recommendations as the Adviser may
reasonably require.
(b) ORDER EXECUTION. If and to the extent requested by the Adviser, each
Sub-Adviser shall place orders for the purchase and sale of portfolio
securities or other investments for the Fund. In so doing, each Sub-Adviser
agrees that it shall comply with paragraph 3 below.
(c) DISCRETIONARY INVESTMENT MANAGEMENT. If and to the extent requested
by the Adviser, each Sub-Adviser shall, subject to the supervision of the
Fund's Board of Trustees (the "Board") and the Adviser, manage all or a
portion of the investments of the Fund in accordance with the investment
objectives, policies and limitations provided in the Fund's Registration
Statement and such other limitations as the Fund or the Adviser may impose
with respect to the Fund by notice to the applicable Sub-Adviser(s) and
otherwise in accordance with paragraph 5 below. With respect to the portion
of the investments of the Fund under its management, each Sub-Adviser is
authorized to: (i) make investment decisions on behalf of the Fund with
regard to any stock, bond, other security or investment instrument,
including but not limited to foreign currencies, futures, options and other
derivatives, and with regard to borrowing money; (ii) place orders for the
purchase and sale of securities or other investment instruments with such
brokers and dealers as the Sub-Adviser may select; and (iii) upon the
request of the Adviser, provide additional investment management services to
the Fund, including but not limited to managing the Fund's cash and cash
equivalents and lending securities on behalf of the Fund. In selecting
brokers or dealers to execute trades for the Fund, each Sub-Adviser will
comply with its written policies and procedures regarding brokerage and
trading, which policies and procedures shall have been approved by the
Board. All discretionary investment management and any other activities of
each Sub-Adviser shall at all times be subject to the control and direction
of the Adviser and the Board.
3. BROKER-DEALER RELATIONSHIPS. Each Sub-Adviser agrees that, in placing
orders with brokers and dealers, it will attempt to obtain the best net
result in terms of price and execution. Consistent with this obligation,
each Sub-Adviser may, in its discretion, purchase and sell portfolio
securities from and to brokers and dealers who sell shares of the Fund or
provide the Fund, the Adviser's other clients, or a Sub-Adviser's other
clients with research, analysis, advice and similar services. Each
Sub-Adviser may pay to brokers and dealers, in return for such research and
analysis, a higher commission or spread than may be charged by other brokers
and dealers, subject to such Sub-Adviser determining in good faith that such
commission or spread is reasonable in terms either of the particular
transaction or of the overall responsibility of the Adviser and such
Sub-Adviser to the Fund and their other clients and that the total
commissions or spreads paid by the Fund will be reasonable in relation to
the benefits to the Fund over the long term. In no instance will portfolio
securities be purchased from or sold to a Sub-Adviser, or any affiliated
person thereof, except in accordance with the applicable securities laws and
the rules and regulations thereunder and any exemptive orders currently in
effect. Whenever a Sub-Adviser simultaneously places orders to purchase or
sell the same security on behalf of the Fund and one or more other accounts
advised by such Sub-Adviser, such orders will be allocated as to price and
amount among all such accounts in a manner believed to be equitable to each
account.
4. BOOKS AND RECORDS. Each Sub-Adviser will maintain all required books
and records with respect to the securities transactions of the Fund, and
will furnish the Board and the Adviser with such periodic and special
reports as the Board or the Adviser reasonably may request. Each Sub-Adviser
hereby agrees that all records which it maintains for the Adviser are the
property of the Adviser, and agrees to preserve for the periods prescribed
by applicable law any records which it maintains for the Adviser and which
are required to be maintained, and further agrees to surrender promptly to
the Adviser any records which it maintains for the Adviser upon request by
the Adviser.
5. FURTHER DUTIES.
(a) In all matters relating to the performance of this Contract, each
Sub-Adviser will act in conformity with the Declaration of Trust, By-Laws
and Registration Statement of the Fund and with the instructions and
directions of the Adviser and the Board and will comply with the
requirements of the 1940 Act, the rules, regulations, exemptive orders and
no-action positions thereunder, and all other applicable laws and
regulations.
(b) Each Sub-Adviser shall maintain compliance procedures for the Fund
that it and the Adviser reasonably believe are adequate to ensure compliance
with the federal securities laws (as defined in Rule 38a-1 of the 0000 Xxx)
and the investment objective(s) and policies as stated in the Fund's
prospectus and statement of additional information. Each Sub-Adviser at its
expense will provide the Adviser or the Fund's Chief Compliance Officer with
such compliance reports relating to its duties under this Contract as may be
requested from time to time. Notwithstanding the foregoing, each Sub-Adviser
will promptly report to the Adviser any material violations of the federal
securities laws (as defined in Rule 38a-1 of the 0000 Xxx) that it is or
should be aware of or of any material violation of the Sub-Adviser's
compliance policies and procedures that pertain to the Fund.
(c) Each Sub-Adviser at its expense will make available to the Board and
the Adviser at reasonable times its portfolio managers and other appropriate
personnel, either in person or, at the mutual convenience of the Adviser and
the Sub-Adviser, by telephone, in order to review the investment policies,
performance and other investment
related information regarding the Fund and to consult with the Board and the
Adviser regarding the Fund's investment affairs, including economic,
statistical and investment matters related to the Sub-Adviser's duties
hereunder, and will provide periodic reports to the Adviser relating to the
investment strategies it employs. Each Sub-Adviser and its personnel shall
also cooperate fully with counsel and auditors for, and the Chief Compliance
Officer of, the Adviser and the Fund.
(d) Each Sub-Adviser will assist in the fair valuation of portfolio
securities held by the Fund. The Sub-Adviser will use its reasonable efforts
to provide, based upon its own expertise, and to arrange with parties
independent of the Sub-Adviser such as broker-dealers for the provision of,
valuation information or prices for securities for which prices are deemed
by the Adviser or the Fund's administrator not to be readily available in
the ordinary course of business from an automated pricing service. In
addition, each Sub-Adviser will assist the Fund and its agents in
determining whether prices obtained for valuation purposes accurately
reflect market price information relating to the assets of the Fund at such
times as the Adviser shall reasonably request, including but not limited to,
the hours after the close of a securities market and prior to the daily
determination of the Fund's net asset value per share.
(e) Each Sub-Adviser represents and warrants that it has adopted a code
of ethics meeting the requirements of Rule 17j-1 under the 1940 Act and the
requirements of Rule 204A-1 under the Advisers Act and has provided the
Adviser and the Board a copy of such code of ethics, together with evidence
of its adoption, and will promptly provide copies of any changes thereto,
together with evidence of their adoption. Upon request of the Adviser, but
in any event no less frequently than annually, each Sub-Adviser will supply
the Adviser a written report that (A) describes any issues arising under the
code of ethics or procedures since the Sub-Adviser's last report, including
but not limited to material violations of the code of ethics or procedures
and sanctions imposed in response to the material violations; and
(B) certifies that the procedures contained in the Sub-Adviser's code of
ethics are reasonably designed to prevent "access persons" from violating
the code of ethics.
(f) Upon request of the Adviser, each Sub-Adviser will review draft
reports to shareholders and other documents provided or available to it and
provide comments on a timely basis. In addition, each Sub-Adviser and each
officer and portfolio manager thereof designated by the Adviser will provide
on a timely basis such certifications or sub-certifications as the Adviser
may reasonably request in order to support and facilitate certifications
required to be provided by the Fund's Principal Executive Officer and
Principal Financial Officer and will adopt such disclosure controls and
procedures in support of the disclosure controls and procedures adopted by
the Fund as the Adviser, on behalf of the Fund, deems are reasonably
necessary.
(g) Unless otherwise directed by the Adviser or the Board, each
Sub-Adviser will vote all proxies received in accordance with the Adviser's
proxy voting policy or, if the Sub-Adviser has a proxy voting policy
approved by the Board, the Sub-Adviser's proxy voting policy. Each
Sub-Adviser shall maintain and shall forward to the Fund or its designated
agent such proxy voting information as is necessary for the Fund to timely
file proxy voting results in accordance with Rule 30b1-4 of the 1940 Act.
(h) Each Sub-Adviser shall provide the Fund's custodian on each business
day with information relating to all transactions concerning the assets of
the Fund and shall provide the Adviser with such information upon request of
the Adviser.
6. SERVICES NOT EXCLUSIVE. The services furnished by each Sub-Adviser
hereunder are not to be deemed exclusive and such Sub-Adviser shall be free
to furnish similar services to others so long as its services under this
Contract are not impaired thereby. Nothing in this Contract shall limit or
restrict the right of any director, officer or employee of a Sub-Adviser,
who may also be a Trustee, officer or employee of the Fund, to engage in any
other business or to devote his or her time and attention in part to the
management or other aspects of any other business, whether of a similar
nature or a dissimilar nature.
7. USE OF SUBSIDIARIES AND AFFILIATES. Each Sub-Adviser may perform any
or all of the services contemplated hereunder, including but not limited to
providing investment advice to the Fund pursuant to paragraph 2(a) above and
placing orders for the purchase and sale of portfolio securities or other
investments for the Fund pursuant to paragraph 2(b) above, directly or
through such of its subsidiaries or other affiliates, including each of the
other Sub-Advisers, as such Sub-Adviser shall determine; provided, however,
that performance of such services
through such subsidiaries or other affiliates shall have been approved, when
required by the 1940 Act, by (i) a vote of a majority of the independent
Trustees who are not parties to this Contract or "interested persons" (as
defined in the 0000 Xxx) of a party to this Contract, other than as Board
members ("Independent Trustees"), cast in person at a meeting called for the
purpose of voting on such approval, and/or (ii) a vote of a majority of that
Fund's outstanding voting securities.
8. COMPENSATION.
(a) The only fees payable to the Sub-Advisers under this Contract are for
providing discretionary investment management services pursuant to
paragraph 2(c) above. For such services, the Adviser will pay each
Sub-Adviser a fee, computed daily and paid monthly, equal to (i) 40% of the
monthly compensation that the Adviser receives from the Fund pursuant to its
advisory agreement with the Fund, multiplied by (ii) the fraction equal to
the net assets of the Fund as to which the Sub-Adviser shall have provided
discretionary investment management services pursuant to paragraph 2(c)
above for that month divided by the net assets of the Fund for that month.
This fee shall be payable on or before the last business day of the next
succeeding calendar month. This fee shall be reduced to reflect contractual
or voluntary fee waivers or expense limitations by the Adviser, if any, in
effect from time to time as set forth in paragraph 9 below. In no event
shall the aggregate monthly fees paid to the Sub-Advisers under this
Contract exceed 40% of the monthly compensation that the Adviser receives
from the Fund pursuant to its advisory agreement with the Fund, as reduced
to reflect contractual or voluntary fee waivers or expense limitations by
the Adviser, if any.
(b) If this Contract becomes effective or terminates before the end of
any month, the fees for the period from the effective date to the end of the
month or from the beginning of such month to the date of termination, as the
case may be, shall be prorated according to the proportion which such period
bears to the full month in which such effectiveness or termination occurs.
(c) If a Sub-Adviser provides the services under paragraph 2(c) above to
the Fund for a period that is less than a full month, the fees for such
period shall be prorated according to the proportion which such period bears
to the applicable full month.
9. FEE WAIVERS AND EXPENSE LIMITATIONS. If, for any fiscal year of the
Fund, the amount of the advisory fee which such Fund would otherwise be
obligated to pay to the Adviser is reduced because of contractual or
voluntary fee waivers or expense limitations by the Adviser, the fee payable
to each Sub-Adviser pursuant to paragraph 8 above shall be reduced
proportionately; and to the extent that the Adviser reimburses the Fund as a
result of such expense limitations, such Sub-Adviser shall reimburse the
Adviser that proportion of such reimbursement payments which the fee payable
to each Sub-Adviser pursuant to paragraph 8 above bears to the advisory fee
under this Contract.
10. LIMITATION OF LIABILITY OF SUB-ADVISER AND INDEMNIFICATION. No
Sub-Adviser shall be liable for any costs or liabilities arising from any
error of judgment or mistake of law or any loss suffered by the Fund in
connection with the matters to which this Contract relates except a loss
resulting from willful misfeasance, bad faith or gross negligence on the
part of such Sub-Adviser in the performance by such Sub-Adviser of its
duties or from reckless disregard by such Sub-Adviser of its obligations and
duties under this Contract. Any person, even though also an officer,
partner, employee, or agent of a Sub-Adviser, who may be or become a
Trustee, officer, employee or agent of the Fund, shall be deemed, when
rendering services to the Fund or acting with respect to any business of the
Fund, to be rendering such service to or acting solely for the the Fund and
not as an officer, partner, employee, or agent or one under the control or
direction of such Sub-Adviser even though paid by it.
11. DURATION AND TERMINATION.
(a) This Contract shall become effective with respect to each Sub-Adviser
upon the later of the date hereabove written and the date that such
Sub-Adviser is registered with the SEC as an investment adviser under the
Advisers Act, if a Sub-Adviser is not so registered as of the date hereabove
written; provided, however, that this Contract shall not take effect with
respect to the Fund unless it has first been approved (i) by a vote of a
majority of the Independent Trustees, cast in person at a meeting called for
the purpose of voting on such approval, and (ii) by vote of a majority of
the Fund's outstanding voting securities, when required by the 0000 Xxx.
(b) Unless sooner terminated as provided herein, this Contract shall
continue in force and effect until two years after its effective date
determined in 11(a). Thereafter, if not terminated, with respect to each
Fund, this Contract shall continue automatically for successive periods not
to exceed twelve months each, provided that such continuance is specifically
approved at least annually (i) by a vote of a majority of the Independent
Trustees, cast in person at a meeting called for the purpose of voting on
such approval, and (ii) by the Board or by vote of a majority of the
outstanding voting securities of that Fund.
(c) Notwithstanding the foregoing, with respect to the Fund or any
Sub-Adviser(s), this Contract may be terminated at any time, without the
payment of any penalty, (i) by vote of the Board or by a vote of a majority
of the outstanding voting securities of the Fund on sixty days' written
notice to such Sub-Adviser(s); or (ii) by the Adviser on sixty days' written
notice to such Sub-Adviser(s); or (iii) by a Sub-Adviser on sixty days'
written notice to the Fund. Should this Contract be terminated with respect
to a Sub-Adviser, the Adviser shall assume the duties and responsibilities
of such Sub-Adviser unless and until the Adviser appoints another
Sub-Adviser to perform such duties and responsibilities. Termination of this
Contract with respect to one Sub-Adviser(s) shall not affect the continued
effectiveness of this Contract with respect to any remaining Sub-Adviser(s).
This Contract will automatically terminate in the event of its assignment.
12. AMENDMENT. No provision of this Contract may be changed, waived,
discharged or terminated orally, but only by an instrument in writing signed
by the party against which enforcement of the change, waiver, discharge or
termination is sought, and, when required by the 1940 Act, no amendment of
this Contract shall be effective until approved by vote of a majority of the
Fund's outstanding voting securities.
13. NOTICES. Any notices under this Contract 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 the Adviser shall be
00 Xxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000-0000. Until further
notice to the other party, it is agreed that the address of each Sub-Adviser
shall be set forth in Exhibit A attached hereto.
14. GOVERNING LAW. This Contract shall be construed in accordance with
the laws of the State of Texas and the 1940 Act. To the extent that the
applicable laws of the State of Texas conflict with the applicable
provisions of the 1940 Act, the latter shall control.
15. MULTIPLE SUB-ADVISORY AGREEMENTS. This Contract has been signed by
multiple parties; namely the Adviser, on one hand, and each Sub-Adviser, on
the other. The parties have signed one document for administrative
convenience to avoid a multiplicity of documents. It is understood and
agreed that this document shall constitute a separate sub-advisory agreement
between the Adviser and each Sub-Adviser with respect to the Fund, as if the
Adviser and such Sub-Adviser had executed a separate sub-advisory agreement
naming such Sub-Adviser as a sub-adviser to the Fund. With respect to any
one Sub-Adviser, (i) references in this Contract to "a Sub-Adviser" or to
"each Sub-Adviser" shall be deemed to refer only to such Sub-Adviser, and
(ii) the term "this Contract" shall be construed according to the foregoing
provisions.
16. MISCELLANEOUS. The captions in this Contract are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Contract shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of this Contract shall
not be affected thereby. This Contract shall be binding upon and shall inure
to the benefit of the parties hereto and their respective successors. Any
question of interpretation of any term or provision of this Contract 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 Contract 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.
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
Sub-Item 77Q1(e)
INVESCO ASSET MANAGEMENT INVESCO ASSET MANAGEMENT
DEUTSCHLAND GMBH LIMITED
Sub-Adviser Sub-Adviser
By: /s/ Jens Langewand /s/ Xxxx Xxxxxxx By: /s/ Xxxxxx Xxxxxxxxx
----------------------------------------- ------------------------------
Name: Jens Langewand Xxxx Xxxxxxx Name: Xxxxxx Xxxxxxxxx
----------------------------------------- ------------------------------
Title: CEO Head of Legal Germany Title: Director
----------------------------------------- ------------------------------
INVESCO ASSET MANAGEMENT (JAPAN) LIMITED
Sub-Adviser
By: /s/ Xxxxxxxx Xxxxxxxx
-----------------------------------------
Name: Xxxxxxxx Xxxxxxxx
-----------------------------------------
Title: Managing Director
-----------------------------------------
INVESCO HONG KONG LIMITED INVESCO SENIOR SECURED MANAGEMENT, INC.
Sub-Adviser Sub-Adviser
By: /s/ Xxxxx Xxx /s/ Xxxxxx Xxx By: /s/ Xxxxxxx X. Xxxxx
----------------------------------------- ------------------------------
Name: Xxxxx Xxx Xxxxxx Xxx Name: Xxxxxxx X. Xxxxx
----------------------------------------- ------------------------------
Title: Director Director Title: Secretary & General Counsel
----------------------------------------- ------------------------------
INVESCO CANADA LTD.
Sub-Adviser
By: /s/ Harsh Damani
-----------------------------------------
Name: Harsh Damani
-----------------------------------------
Title: Chief Financial Officer/Senior Vice
President, Fund and Fund Administration
-----------------------------------------
By: /s/ Xxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxx
-----------------------------------------
Title: Executive Vice President and Chief
Financial Officer
-----------------------------------------
Sub-Item 77Q1(e)
EXHIBIT A
ADDRESSES OF SUB-ADVISERS
Invesco Asset Management Deutschland GmbH
Xx xxx Xxxxx 0, 0xx Xxxxx
Xxxxxxxxx, Xxxxxxx 00000
Invesco Asset Management Limited
00 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxx Xxxxxxx
XX0X 0XX
ENGLAND
Invesco Asset Management (Japan) Limited
Roppongi Hills Mori Tower 14F
0-00-0 Xxxxxxxx, Xxxxxx-xx, Xxxxx 000-0000
Invesco Hong Kong Limited
00/X Xxxxxxxx Xxxxx
0 Xxxxxx Xxxx, Xxxxxxx
Xxxx Xxxx
Invesco Senior Secured Management, Inc.
1166 Avenue of the Americas, 00xx Xxxxx
Xxx Xxxx, XX 00000
XXX
Xxxxxxx Xxxxxx Ltd.
0000 Xxxxx Xxxxxx
Xxxxx 000
Xxxxxxx, XX, X0X 0X0
