MEMORANDUM OF AGREEMENT
(Advisory Fee Waivers)
(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 Municipal Income Opportunities Trust, Invesco, Invesco Quality Municipal Income Trust, Invesco Value Municipal Income Trust and Short-Term Investments 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 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. |
The Boards of Trustees 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.
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 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 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 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 MUNICIPAL INCOME OPPORTUNITIES TRUST | ||||||
| INVESCO QUALITY MUNICIPAL INCOME TRUST | ||||||
| INVESCO VALUE MUNICIPAL INCOME TRUST | ||||||
| SHORT-TERM INVESTMENTS TRUST | ||||||
| on behalf of the Funds listed in the Exhibit | ||||||
| to this Memorandum of Agreement | ||||||
| By: | /s/ John M. Zerr | |||||
| Title: | Senior Vice President | |||||
| INVESCO ADVISERS, INC. | ||||||
| By: | /s/ John M. Zerr | |||||
| Title: | Senior Vice President | |||||
Exhibit A to Advisory Fee MOA
| AIM Equity Funds | ||||||
| (Invesco Equity | Expiration | |||||
| Funds) | Waiver Description | Effective Date | Date | |||
| Invesco Constellation Fund | Invesco will waive advisory fees to the extent necessary so that advisory fees Invesco receives do not exceed the annualized rates listed below. | 3/27/2006 | 07/15/2013 | |||
| 0.695% of the first $250M | ||||||
| 0.615% of the next $4B | ||||||
| 0.595% of the next $750M | ||||||
| 0.57% of the next $2.5B | ||||||
| 0.545% of the next $2.5B | ||||||
| 0.52% of the excess over $10B |
| AIM Treasurer’s | ||||||
| Series Trust | ||||||
| (Invesco Treasurer’s | Expiration | |||||
| Series Trust) | Waiver Description | Effective Date | Date | |||
| Premier Portfolio | Invesco will waive advisory fees in the amount of 0.07% of the Fund’s average daily net assets | 2/1/2011 | 12/31/2013 | |||
| Premier U.S. Government Money Portfolio | Invesco will waive advisory fees in the amount of 0.07% of the Fund’s average daily net assets | 2/1/2011 | 12/31/2013 |
EXHIBIT “B”
AIM COUNSELOR SERIES TRUST (INVESCO COUNSELOR SERIES TRUST)
| PORTFOLIO | EFFECTIVE DATE | COMMITTED UNTIL | ||
| Invesco American Franchise Fund | February 12, 2010 | June 30, 2013 | ||
| Invesco California Tax-Free Income Fund | February 12, 2010 | June 30, 2013 | ||
| Invesco Core Plus Bond Fund | June 2, 2009 | June 30, 2013 | ||
| Invesco Equally-Weighted S&P 500 Fund | February 12, 2010 | June 30, 2013 | ||
| Invesco Equity and Income Fund | February 12, 2010 | June 30, 2013 | ||
| Invesco Floating Rate Fund | July 1, 2007 | June 30, 2013 | ||
| Invesco Global Real Estate Income Fund | July 1, 2007 | June 30, 2013 | ||
| Invesco Growth and Income Fund | February 12, 2010 | June 30, 2013 | ||
| Invesco Pennsylvania Tax Free Income Fund | February 12, 2010 | June 30, 2013 | ||
| Invesco S&P 500 Index Fund | February 12, 2010 | June 30, 2013 | ||
| Invesco Small Cap Discovery Fund | February 12, 2010 | June 30, 2013 | ||
| Invesco U.S. Quantitative Core Fund | July 1, 2007 | June 30, 2013 |
AIM EQUITY FUNDS (INVESCO EQUITY FUNDS)
| PORTFOLIO | EFFECTIVE DATE | COMMITTED UNTIL | ||
| Invesco Charter Fund | July 1, 2007 | June 30, 2013 | ||
| Invesco Constellation Fund | July 1, 2007 | June 30, 2013 | ||
| Invesco Disciplined Equity Fund | July 14, 2009 | June 30, 2013 | ||
| Invesco Diversified Dividend Fund | July 1, 2007 | June 30, 2013 | ||
| Invesco Summit Fund | July 1, 2007 | June 30, 2013 |
AIM FUNDS GROUP (INVESCO FUNDS GROUP)
| FUND | EFFECTIVE DATE | COMMITTED UNTIL | ||
| Invesco European Small Company Fund | July 1, 2007 | June 30, 2013 | ||
| Invesco Global Core Equity Fund | July 1, 2007 | June 30, 2013 | ||
| Invesco International Small Company Fund | July 1, 2007 | June 30, 2013 | ||
| Invesco Small Cap Equity Fund | July 1, 2007 | June 30, 2013 |
AIM GROWTH SERIES (INVESCO GROWTH SERIES)
| FUND | EFFECTIVE DATE | COMMITTED UNTIL | ||
| Invesco Convertible Securities Fund | February 12, 2010 | June 30, 2013 | ||
| Invesco Global Quantitative Core Fund | July 1, 2007 | June 30, 2013 | ||
| Invesco Leaders Fund | February 12, 2010 | June 30, 2013 | ||
| Invesco Mid Cap Core Equity Fund | July 1, 2007 | June 30, 2013 | ||
| Invesco Small Cap Growth Fund | July 1, 2007 | June 30, 2013 | ||
| Invesco U.S. Mortgage Fund | February 12, 2010 | June 30, 2013 |
AIM INTERNATIONAL MUTUAL FUNDS (INVESCO INTERNATIONAL MUTUAL FUNDS)
| FUND | EFFECTIVE DATE | COMMITTED UNTIL | ||
| Invesco Asia Pacific Growth Fund | July 1, 2007 | June 30, 2013 | ||
| Invesco European Growth Fund | July 1, 2007 | June 30, 2013 | ||
| Invesco Global Growth Fund | July 1, 2007 | June 30, 2013 | ||
| Invesco Global Opportunities Fund | August 3, 2012 | June 30, 2013 | ||
| Invesco Global Small & Mid Cap Growth Fund | July 1, 2007 | June 30, 2013 | ||
| Invesco International Growth Fund | July 1, 2007 | June 30, 2013 | ||
| Invesco International Core Equity Fund | July 1, 2007 | June 30, 2013 | ||
| Invesco Select Opportunities Fund | August 3, 2012 | June 30, 2013 |
AIM INVESTMENT FUNDS (INVESCO INVESTMENT FUNDS)
| FUND | EFFECTIVE DATE | COMMITTED UNTIL | ||
Invesco Balanced-Risk Allocation Fund* | May 29, 2009 | June 30, 2013 | ||
Invesco Balanced-Risk Commodity Strategy Fund** | November 29, 2010 | June 30, 2013 | ||
| Invesco China Fund | July 1, 2007 | June 30, 2013 | ||
Invesco Commodities Strategy Fund*** | February 12, 2010 | June 30, 2013 | ||
| Invesco Developing Markets Fund | July 1, 2007 | June 30, 2013 | ||
| Invesco Emerging Markets Equity Fund | May 11, 2011 | June 30, 2013 | ||
| Invesco Emerging Market Local Currency Debt Fund | June 14, 2010 | June 30, 2013 | ||
| Invesco Endeavor Fund | July 1, 2007 | June 30, 2013 | ||
| Invesco Global Health Care Fund | July 1, 2007 | June 30, 2013 | ||
| Invesco Global Markets Strategy Fund | September 25, 2012 | June 30, 2013 | ||
| Invesco International Total Return Fund | July 1, 2007 | June 30, 2013 | ||
| Invesco Pacific Growth Fund | February 12, 2010 | June 30, 2013 | ||
| Invesco Premium Income Fund | December 13, 2011 | June 30, 2013 | ||
| Invesco Select Companies Fund | July 1, 2007 | June 30, 2013 |
AIM INVESTMENT SECURITIES FUNDS (INVESCO INVESTMENT SECURITIES FUNDS)
| FUND | EFFECTIVE DATE | COMMITTED UNTIL | ||
| Invesco Corporate Bond Fund | February 12, 2010 | June 30, 2013 | ||
| Invesco Dynamics Fund | July 1, 2007 | June 30, 2013 | ||
| Invesco Global Real Estate Fund | July 1, 2007 | June 30, 2013 | ||
| Invesco High Yield Fund | July 1, 2007 | June 30, 2013 | ||
| Invesco High Yield Securities Fund | February 12, 2010 | June 30, 2013 | ||
| Invesco Limited Maturity Treasury Fund | July 1, 2007 | June 30, 2013 | ||
| Invesco Money Market Fund | July 1, 2007 | June 30, 2013 | ||
| Invesco Municipal Bond Fund | July 1, 2007 | June 30, 2013 | ||
| Invesco Real Estate Fund | July 1, 2007 | June 30, 2013 | ||
| Invesco Short Term Bond Fund | July 1, 2007 | June 30, 2013 | ||
| Invesco U.S. Government Fund | July 1, 2007 | June 30, 2013 |
| * | 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. | |
| ** | 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. | |
| *** | Advisory fees to be waived by Invesco for Invesco Commodities 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 II, Ltd. Invests. |
AIM SECTOR FUNDS (INVESCO SECTOR FUNDS)
| FUND | EFFECTIVE DATE | COMMITTED UNTIL | ||
| Invesco American Value Fund | February 12, 2010 | June 30, 2013 | ||
| Invesco Comstock Fund | February 12, 2010 | June 30, 2013 | ||
| Invesco Energy Fund | July 1, 2007 | June 30, 2013 | ||
| Invesco Gold & Precious Metals Fund | July 1, 2007 | June 30, 2013 | ||
| Invesco Leisure Fund | July 1, 2007 | June 30, 2013 | ||
| Invesco Mid Cap Growth Fund | February 12, 2010 | June 30, 2013 | ||
| Invesco Small Cap Value Fund | February 12, 2010 | June 30, 2013 | ||
| Invesco Technology Fund | July 1, 2007 | June 30, 2013 | ||
| Invesco Technology Sector Fund | February 12, 2010 | June 30, 2013 | ||
| Invesco Utilities Fund | July 1, 2007 | June 30, 2013 | ||
| Invesco Value Fund | February 12, 2010 | June 30, 2013 | ||
| Invesco Value Opportunities Fund | February 12, 2010 | June 30, 2013 |
AIM TAX-EXEMPT FUNDS (INVESCO TAX-EXEMPT FUNDS)
| FUND | EFFECTIVE DATE | COMMITTED UNTIL | ||
| Invesco High Yield Municipal Fund | February 12, 2010 | June 30, 2013 | ||
| Invesco Intermediate Term Municipal Income Fund | February 12, 2010 | June 30, 2013 | ||
| Invesco Municipal Income Fund | February 12, 2010 | June 30, 2013 | ||
| Invesco New York Tax Free Income Fund | February 12, 2010 | June 30, 2013 | ||
| Invesco Tax-Exempt Cash Fund | July 1, 2007 | June 30, 2013 | ||
| Invesco Tax-Free Intermediate Fund | July 1, 2007 | June 30, 2013 |
AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)
| FUND | EFFECTIVE DATE | COMMITTED UNTIL | ||
Invesco V.I. Balanced-Risk Allocation Fund**** | December 22, 2010 | June 30, 2013 | ||
| Invesco V.I. Core Equity Fund | July 1, 2007 | June 30, 2013 | ||
| Invesco V.I. Diversified Dividend Fund | February 12, 2010 | June 30, 2013 | ||
| Invesco V.I. Diversified Income Fund | July 1, 2007 | June 30, 2013 | ||
| Invesco V.I. Equally-Weighted S&P 500 Fund | February 12, 2010 | June 30, 2013 | ||
| Invesco V.I. Global Core Equity Fund | February 12, 2010 | June 30, 2013 | ||
| Invesco V.I. Global Health Care Fund | July 1, 2007 | June 30, 2013 | ||
| Invesco V.I. Global Real Estate Fund | July 1, 2007 | June 30, 2013 | ||
| Invesco V.I. Government Securities Fund | July 1, 2007 | June 30, 2013 | ||
| Invesco V.I. High Yield Fund | July 1, 2007 | June 30, 2013 | ||
| Invesco V.I. High Yield Securities Fund | February 12, 2010 | June 30, 2013 | ||
| Invesco V.I. International Growth Fund | July 1, 2007 | June 30, 2013 | ||
| Invesco V.I. Mid Cap Core Equity Fund | July 1, 2007 | June 30, 2013 | ||
| Invesco V.I. Money Market Fund | July 1, 2007 | June 30, 2013 | ||
| Invesco V.I. S&P 500 Index Fund | February 12, 2010 | June 30, 2013 | ||
| Invesco V.I. Small Cap Equity Fund | July 1, 2007 | June 30, 2013 | ||
| Invesco V.I. Technology Fund | July 1, 2007 | June 30, 2013 | ||
| Invesco V.I. Utilities Fund | July 1, 2007 | June 30, 2013 | ||
| Invesco Van Kampen V.I. American Franchise Fund | February 12, 2010 | June 30, 2013 | ||
| Invesco Van Kampen V.I. American Value Fund | February 12, 2010 | June 30, 2013 | ||
| Invesco Van Kampen V.I. Comstock Fund | February 12, 2010 | June 30, 2013 | ||
| Invesco Van Kampen V.I. Equity and Income Fund | February 12, 2010 | June 30, 2013 | ||
| Invesco Van Kampen V.I. Growth and Income Fund | February 12, 2010 | June 30, 2013 | ||
| Invesco Van Kampen V.I. Mid Cap Growth Fund | February 12, 2010 | June 30, 2013 | ||
| Invesco Van Kampen V.I. Value Opportunities Fund | July 1, 2007 | June 30, 2013 |
| **** | Advisory fees to be waived by Invesco for Invesco V.I. Balanced-Risk Allocation Fund also include an amount equal to advisory fees that Invesco receives from any money market fund or similarly pooled cash equivalent investment vehicle advised by Invesco and/or Invesco’s affiliates in which Invesco Cayman Commodity Fund IV, Ltd. invests. |
SHORT-TERM INVESTMENTS TRUST
| FUND | EFFECTIVE DATE | COMMITTED UNTIL | ||
| Government TaxAdvantage Portfolio | July 1, 2007 | June 30, 2013 | ||
| STIC Prime Portfolio | July 1, 2007 | June 30, 2013 | ||
| Treasury Portfolio | July 1, 2007 | June 30, 2013 |
CLOSED-END FUNDS
| FUND | EFFECTIVE DATE | COMMITTED UNTIL | ||
| Invesco Municipal Income Opportunities Trust | June 1, 2010 | June 30, 2013 | ||
| Invesco Quality Municipal Income Trust | June 1, 2010 | June 30, 2013 | ||
| Invesco Value Municipal Income Trust | June 1, 2010 | June 30, 2013 |