Sub-Item 77 Q 1(e)
MASTER INTERGROUP SUB-ADVISORY CONTRACT
FOR MUTUAL FUNDS
This contract is made as of February 25, 2013, 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 Australia Limited,, 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 Securities Trust (the "Trust"), an open-end management
investment company registered under the Investment Company Act of 1940,
as amended (the "1940 Act"), with respect to the funds set forth in
Exhibit A attached hereto (each a "Fund");
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 any of the Funds 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 each 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 each Fund. The
services and the portion of the investments of each 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 Funds 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 one or more of the Funds and the
Adviser with respect to all or a portion of the investments of such Fund(s) or
with respect to various investment techniques, and in connection with such
advice shall furnish such Fund(s) 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 one or more of the Funds. In so doing, each
Sub-Adviser agrees that it shall comply with paragraph 3 below.
1
Sub-Item 77 Q 1(e)
(c) Discretionary Investment Management. If and to the extent requested by
-----------------------------------
the Adviser, each Sub-Adviser shall, subject to the supervision of the Trust's
Board of Trustees (the "Board") and the Adviser, manage all or a portion of the
investments of one or more of the Funds in accordance with the investment
objectives, policies and limitations provided in the Trust's Registration
Statement and such other limitations as the Trust or the Adviser may impose
with respect to such Fund(s) 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 a 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 Funds, 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 Funds or provide the Funds, 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 Funds and their other
clients and that the total commissions or spreads paid by each 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 a 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 Funds, 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 Agreement and Declaration of Trust,
By-Laws and Registration Statement of the Trust 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 Funds 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 ▇▇▇▇ ▇▇▇) and the
investment objective(s) and policies as stated in the Funds' prospectuses and
statements of additional information. Each Sub-Adviser at its expense will
provide the Adviser or the Trust'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
2
Sub-Item 77 Q 1(e)
Sub-Adviser will promptly report to the Adviser any material violations of the
federal securities laws (as defined in Rule 38a-1 of the ▇▇▇▇ ▇▇▇) 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 Funds.
(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 Funds and to
consult with the Board and the Adviser regarding the Funds' 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 Trust.
(d) Each Sub-Adviser will assist in the fair valuation of portfolio
securities held by the Funds. 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 Trust'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 Funds and their agents in determining whether
prices obtained for valuation purposes accurately reflect market price
information relating to the assets of the Funds 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 a 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 Trust'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 Trust as the Adviser, on
behalf of the Trust, 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 Funds or their designated agent such proxy voting
information as is necessary for the Funds to timely file proxy voting results
in accordance with Rule 30b1-4 of the 1940 Act.
(h) Each Sub-Adviser shall provide the Funds' custodian on each business day
with information relating to all transactions concerning the assets of the
Funds 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
3
Sub-Item 77 Q 1(e)
right of any director, officer or employee of a Sub-Adviser, who may also be a
Trustee, officer or employee of the Trust, 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 Funds pursuant to paragraph 2(a) above and placing
orders for the purchase and sale of portfolio securities or other investments
for the Funds 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 ▇▇▇▇ ▇▇▇) 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 Trust pursuant to its advisory agreement
with the Trust, multiplied by (ii) the fraction equal to the net assets of such
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 such 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 Trust pursuant to its advisory agreement with the
Trust, 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 a
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 a 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 a Fund or the Trust 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 Trust, shall be deemed,
4
Sub-Item 77 Q 1(e)
when rendering services to a Fund or the Trust or acting with respect to any
business of a Fund or the Trust, to be rendering such service to or acting
solely for the Fund or the Trust 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 any 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 that Fund's
outstanding voting securities, when required by the ▇▇▇▇ ▇▇▇.
(b) Unless sooner terminated as provided herein, this Contract shall
continue in force and effect until June 30, 2009. 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 any Fund(s) 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 such Fund(s) 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 Trust. 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
or more Fund(s) or Sub-Adviser(s) shall not affect the continued effectiveness
of this Contract with respect to any remaining Fund(s) or 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 Trust and the Adviser shall be ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇. Until further notice to the other party, it is
agreed that the address of each Sub-Adviser shall be set forth in Exhibit B
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 each 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 each 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
5
Sub-Item 77 Q 1(e)
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.
6
Sub-Item 77 Q 1(e)
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/ ▇▇▇▇ ▇. ▇▇▇▇
-----------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇
Title: Senior Vice President
7
Sub-Item 77 Q 1(e)
INVESCO ASSET MANAGEMENT DEUTSCHLAND GMBH INVESCO ASSET MANAGEMENT LIMITED
Sub-Adviser Sub-Adviser
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ By: /s/ ▇ ▇ ▇▇▇▇▇▇▇▇▇
----------------------------------------- ---------------------------------------
Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇ ▇ ▇▇▇▇▇▇▇▇▇
Title: Managing Director Managing Director Title: Director
INVESCO ASSET MANAGEMENT (JAPAN) LIMITED INVESCO AUSTRALIA LIMITED
Sub-Adviser Sub-Adviser
By: /s/ Masakazu Haseagawa By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------------------- ---------------------------------------
Name: Masakazu Haseagawa Name: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Managing Director Title: Company Secretary Director
INVESCO HONG KONG LIMITED INVESCO SENIOR SECURED MANAGEMENT, INC.
Sub-Adviser Sub-Adviser
By: /s/ ▇▇▇▇ ▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------------- ---------------------------------------
Name: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Director Director Title: Secretary and General Counsel
INVESCO CANADA LTD.
Sub-Adviser
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Senior Vice President, Secretary
8
Sub-Item 77 Q 1(e)
EXHIBIT A
FUNDS
-----
Invesco Balanced-Risk Aggressive Allocation Fund
17
Sub-Item 77 Q 1(e)
EXHIBIT B
ADDRESSES OF SUB-ADVISORS
-------------------------
Invesco Asset Management Deutschland GmbH
▇▇ ▇▇▇ ▇▇▇▇▇ ▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Invesco Asset Management Limited
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇
ENGLAND
Invesco Asset Management (Japan) Limited
Roppongi Hills Mori Tower 14F
▇-▇▇-▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇-▇▇, ▇▇▇▇▇ ▇▇▇-▇▇▇▇
Invesco Australia Limited
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇
Invesco Hong Kong Limited
▇▇/▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇
Invesco Senior Secured Management, Inc.
1166 Avenue of the Americas, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Ltd.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇, ▇▇▇ ▇▇▇
18
Sub-Item 77Q1(e)
MEMORANDUM OF AGREEMENT
(EXPENSE LIMITATIONS)
This Memorandum of Agreement is entered into as of the Effective Date on the
attached exhibits (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 Variable Insurance Funds
(Invesco Variable Insurance Funds), Invesco Municipal Income Opportunities
Trust, Invesco Quality Municipal Income Trust, Invesco Securities 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 or reimburse
expenses of each Fund, on behalf of its respective classes as applicable,
severally and not jointly, as indicated in the attached 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, the Trusts and Invesco agree as follows:
For the Contractual Limits (listed in Exhibits A - D), Invesco agrees until
at least the expiration date set forth on the attached Exhibits A - D (the
"Expiration Date") that Invesco will waive its fees or reimburse expenses to
the extent that expenses of a class of a Fund (excluding (i) interest;
(ii) taxes; (iii) dividend expense on short sales; (iv) extraordinary or
non-routine items, including litigation expenses; and (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 Exhibits A--D. 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, Invesco agrees 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 Invesco has agreed to continue them. The Exhibits
will be amended to reflect any such agreement.
For the Voluntary Limits (listed in Exhibits A - D), Invesco agrees that
these are not contractual in nature and that Invesco may establish, amend
and/or terminate such expense limitations at any time in its sole discretion.
Any delay or failure by Invesco to update this Memorandum of Agreement with
regards to the terminations, extensions, or expirations of the Voluntary Limits
shall have no effect on the term of such Voluntary Limitations; the Voluntary
Limitations are listed herein for informational purposes only.
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.
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.
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 VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)
INVESCO MUNICIPAL INCOME OPPORTUNITIES TRUST
INVESCO QUALITY MUNICIPAL INCOME TRUST
INVESCO SECURITIES TRUST
INVESCO VALUE MUNICIPAL INCOME TRUST
SHORT-TERM INVESTMENTS TRUST
on behalf of the Funds listed in the Exhibits
to this Memorandum of Agreement
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
---------------------------------
Title: Senior Vice President
INVESCO ADVISERS, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
---------------------------------
Title: Senior Vice President
2
as of April 30, 2014
EXHIBIT "A" - RETAIL FUNDS/1/
-----------------------------
AIM COUNSELOR SERIES TRUST (INVESCO COUNSELOR SERIES TRUST)
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ ---------- ------------------ -----------------
Invesco American Franchise Fund
Class A Shares Contractual 2.00% July 1, 2013 June 30, 2014
Class B Shares Contractual 2.75% July 1, 2013 June 30, 2014
Class C Shares Contractual 2.75% July 1, 2013 June 30, 2014
Class R Shares Contractual 2.25% July 1, 2013 June 30, 2014
Class R5 Shares Contractual 1.75% July 1, 2013 June 30, 2014
Class R6 Shares Contractual 1.75% July 1, 2013 June 30, 2014
Class Y Shares Contractual 1.75% July 1, 2013 June 30, ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Tax-Free Income Fund
Class A Shares Contractual 1.50% July 1, 2012 June 30, 2014
Class B Shares Contractual 2.00% July 1, 2012 June 30, 2014
Class C Shares Contractual 2.00% July 1, 2012 June 30, 2014
Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2014
Invesco Core Plus Bond Fund
Class A Shares Contractual 0.75% June 6, 2011 December 31, 2013
Class B Shares Contractual 1.50% June 6, 2011 December 31, 2013
Class C Shares Contractual 1.50% June 6, 2011 December 31, 2013
Class R Shares Contractual 1.00% June 6, 2011 December 31, 2013
Class R5 Shares Contractual 0.50% June 6, 2011 December 31, 2013
Class R6 Shares Contractual 0.50% September 24, 2012 December 31, 2013
Class Y Shares Contractual 0.50% June 6, 2011 December 31, 2013
Invesco Core Plus Bond Fund
Class A Shares Contractual 0.84% January 1, 2014 December 31, 2014
Class B Shares Contractual 1.59% January 1, 2014 December 31, 2014
Class C Shares Contractual 1.59% January 1, 2014 December 31, 2014
Class R Shares Contractual 1.09% January 1, 2014 December 31, 2014
Class R5 Shares Contractual 0.59% January 1, 2014 December 31, 2014
Class R6 Shares Contractual 0.59% January 1, 2014 December 31, 2014
Class Y Shares Contractual 0.59% January 1, 2014 December 31, 2014
Invesco Equally-Weighted S&P 500 Fund
Class A Shares Contractual 2.00% July 1, 2012 June 30, 2014
Class B Shares Contractual 2.75% July 1, 2012 June 30, 2014
Class C Shares Contractual 2.75% July 1, 2012 June 30, 2014
Class R Shares Contractual 2.25% July 1, 2012 June 30, 2014
Class R6 Shares Contractual 1.75% September 24, 2012 June 30, 2014
Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2014
Invesco Equity and Income Fund
Class A Shares Contractual 1.50% July 1, 2012 June 30, 2014
Class B Shares Contractual 2.25% July 1, 2012 June 30, 2014
Class C Shares Contractual 2.25% July 1, 2012 June 30, 2014
Class R Shares Contractual 1.75% July 1, 2012 June 30, 2014
Class R5 Shares Contractual 1.25% July 1, 2012 June 30, 2014
Class R6 Shares Contractual 1.25% September 24, 2012 June 30, 2014
Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2014
Invesco Floating Rate Fund
Class A Shares Contractual 1.50% April 14, 2006 June 30, 2014
Class C Shares Contractual 2.00% April 14, 2006 June 30, 2014
Class R Shares Contractual 1.75% April 14, 2006 June 30, 2014
Class R5 Shares Contractual 1.25% April 14, 2006 June 30, 2014
Class R6 Shares Contractual 1.25% September 24, 2012 June 30, 2014
Class Y Shares Contractual 1.25% October 3, 2008 June 30, 2014
See page 16 for footnotes to Exhibit A.
3
as of April 30, 2014
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ ---------- ------------------ --------------
Invesco Global Real Estate Income Fund
Class A Shares Contractual 2.00% July 1, 2009 June 30, 2014
Class B Shares Contractual 2.75% July 1, 2009 June 30, 2014
Class C Shares Contractual 2.75% July 1, 2009 June 30, 2014
Class R5 Shares Contractual 1.75% July 1, 2009 June 30, 2014
Class R6 Shares Contractual 1.75% September 24, 2012 June 30, 2014
Class Y Shares Contractual 1.75% July 1, 2009 June 30, 2014
Invesco Growth and Income Fund
Class A Shares Contractual 2.00% July 1, 2012 June 30, 2014
Class B Shares Contractual 2.75% July 1, 2012 June 30, 2014
Class C Shares Contractual 2.75% July 1, 2012 June 30, 2014
Class R Shares Contractual 2.25% July 1, 2012 June 30, 2014
Class R5 Shares Contractual 1.75% July 1, 2012 June 30, 2014
Class R6 Shares Contractual 1.75% September 24, 2012 June 30, 2014
Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2014
Invesco Low Volatility Equity Yield Fund
Class A Shares Contractual 2.00% July 1, 2012 June 30, 2014
Class B Shares Contractual 2.75% July 1, 2012 June 30, 2014
Class C Shares Contractual 2.75% July 1, 2012 June 30, 2014
Class R Shares Contractual 2.25% July 1, 2012 June 30, 2014
Class R5 Shares Contractual 1.75% July 1, 2012 June 30, 2014
Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2014
Investor Class Shares Contractual 2.00% July 1, 2012 June 30, ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ Tax Free Income Fund
Class A Shares Contractual 1.50% July 1, 2012 June 30, 2014
Class B Shares Contractual 2.25% July 1, 2012 June 30, 2014
Class C Shares Contractual 2.25% July 1, 2012 June 30, 2014
Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2014
Invesco S&P 500 Index Fund
Class A Shares Contractual 2.00% July 1, 2012 June 30, 2014
Class B Shares Contractual 2.75% July 1, 2012 June 30, 2014
Class C Shares Contractual 2.75% July 1, 2012 June 30, 2014
Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2014
Invesco Small Cap Discovery Fund
Class A Shares Contractual 2.00% July 1, 2012 June 30, 2014
Class B Shares Contractual 2.75% July 1, 2012 June 30, 2014
Class C Shares Contractual 2.75% July 1, 2012 June 30, 2014
Class R5 Shares Contractual 1.75% September 24, 2012 June 30, 2014
Class R6 Shares Contractual 1.75% September 24, 2012 June 30, 2014
Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2014
Invesco Strategic Real Return Fund
Class A Shares Contractual 0.78% April 30, 2014 April 30, 2015
Class C Shares Contractual 1.53% April 30, 2014 April 30, 2015
Class R Shares Contractual 1.03% April 30, 2014 April 30, 2015
Class R5 Shares Contractual 0.53% April 30, 2014 April 30, 2015
Class R6 Shares Contractual 0.53% April 30, 2014 April 30, 2015
Class Y Shares Contractual 0.53% April 30, 2014 April 30, 2015
See page 16 for footnotes to Exhibit A.
4
as of April 30, 2014
AIM EQUITY FUNDS (INVESCO EQUITY FUNDS)
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ ---------- ------------------ -------------
Invesco Charter Fund
Class A Shares Contractual 2.00% July 1, 2009 June 30, 2014
Class B Shares Contractual 2.75% July 1, 2009 June 30, 2014
Class C Shares Contractual 2.75% July 1, 2009 June 30, 2014
Class R Shares Contractual 2.25% July 1, 2009 June 30, 2014
Class R5 Shares Contractual 1.75% July 1, 2009 June 30, 2014
Class R6 Shares Contractual 1.75% September 24, 2012 June 30, 2014
Class S Shares Contractual 1.90% September 25, 2009 June 30, 2014
Class Y Shares Contractual 1.75% July 1, 2009 June 30, 2014
Invesco Diversified Dividend Fund
Class A Shares Contractual 2.00% July 1, 2013 June 30, 2014
Class B Shares Contractual 2.75% July 1, 2013 June 30, 2014
Class C Shares Contractual 2.75% July 1, 2013 June 30, 2014
Class R Shares Contractual 2.25% July 1, 2013 June 30, 2014
Class R5 Shares Contractual 1.75% July 1, 2013 June 30, 2014
Class R6 Shares Contractual 1.75% July 1, 2013 June 30, 2014
Class Y Shares Contractual 1.75% July 1, 2013 June 30, 2014
Investor Class Shares Contractual 2.00% July 1, 2013 June 30, ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Fund
Class A Shares Contractual 2.00% July 1, 2009 June 30, 2014
Class B Shares Contractual 2.75% July 1, 2009 June 30, 2014
Class C Shares Contractual 2.75% July 1, 2009 June 30, 2014
Class P Shares Contractual 1.85% July 1, 2009 June 30, 2014
Class R5 Shares Contractual 1.75% July 1, 2009 June 30, 2014
Class S Shares Contractual 1.90% September 25, 2009 June 30, 2014
Class Y Shares Contractual 1.75% July 1, 2009 June 30, 2014
AIM FUNDS GROUP (INVESCO FUNDS GROUP)
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ ---------- ------------------ -------------
Invesco European Small Company Fund
Class A Shares Contractual 2.25% July 1, 2009 June 30, 2014
Class B Shares Contractual 3.00% July 1, 2009 June 30, 2014
Class C Shares Contractual 3.00% July 1, 2009 June 30, 2014
Class Y Shares Contractual 2.00% July 1, 2009 June 30, 2014
Invesco Global Core Equity Fund
Class A Shares Contractual 2.25% July 1, 2013 June 30, 2014
Class B Shares Contractual 3.00% July 1, 2013 June 30, 2014
Class C Shares Contractual 3.00% July 1, 2013 June 30, 2014
Class R Shares Contractual 2.50% July 1, 2013 June 30, 2014
Class R5 Shares Contractual 2.00% July 1, 2013 June 30, 2014
Class Y Shares Contractual 2.00% July 1, 2013 June 30, 2014
Invesco International Small Company Fund
Class A Shares Contractual 2.25% July 1, 2009 June 30, 2014
Class B Shares Contractual 3.00% July 1, 2009 June 30, 2014
Class C Shares Contractual 3.00% July 1, 2009 June 30, 2014
Class R5 Shares Contractual 2.00% July 1, 2009 June 30, 2014
Class R6 Shares Contractual 2.00% September 24, 2012 June 30, 2014
Class Y Shares Contractual 2.00% July 1, 2009 June 30, 2014
See page 16 for footnotes to Exhibit A.
5
as of April 30, 2014
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ ---------- ------------------ -------------
Invesco Small Cap Equity Fund
Class A Shares Contractual 2.00% July 1, 2009 June 30, 2014
Class B Shares Contractual 2.75% July 1, 2009 June 30, 2014
Class C Shares Contractual 2.75% July 1, 2009 June 30, 2014
Class R Shares Contractual 2.25% July 1, 2009 June 30, 2014
Class R5 Shares Contractual 1.75% July 1, 2009 June 30, 2014
Class R6 Shares Contractual 1.75% September 24, 2012 June 30, 2014
Class Y Shares Contractual 1.75% July 1, 2009 June 30, 2014
AIM GROWTH SERIES (INVESCO GROWTH SERIES)
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ ---------- ------------------ -----------------
Invesco Alternative Strategies Fund
Class A Shares Contractual 0.82% December 17, 2013 December 31, 2015
Class C Shares Contractual 1.57% December 17, 2013 December 31, 2015
Class R Shares Contractual 1.07% December 17, 2013 December 31, 2015
Class R5 Shares Contractual 0.57% December 17, 2013 December 31, 2015
Class R6 Shares Contractual 0.57% December 17, 2013 December 31, 2015
Class Y Shares Contractual 0.57% December 17, 2013 December 31, 2015
Invesco Balanced-Risk Retirement 2020 Fund
Class A Shares Contractual 0.25% November 4, 2009 April 30, 2015
Class AX Shares Contractual 0.25% February 12, 2010 April 30, 2015
Class B Shares Contractual 1.00% November 4, 2009 April 30, 2015
Class C Shares Contractual 1.00% November 4, 2009 April 30, 2015
Class CX Shares Contractual 1.00% February 12, 2010 April 30, 2015
Class R Shares Contractual 0.50% November 4, 2009 April 30, 2015
Class R5 Shares Contractual 0.00% November 4, 2009 April 30, 2015
Class R6 Shares Contractual 0.00% September 24, 2012 April 30, 2015
Class RX Shares Contractual 0.50% February 12, 2010 April 30, 2015
Class Y Shares Contractual 0.00% November 4, 2009 April 30, 2015
Invesco Balanced-Risk Retirement 2030 Fund
Class A Shares Contractual 0.25% November 4, 2009 April 30, 2015
Class AX Shares Contractual 0.25% February 12, 2010 April 30, 2015
Class B Shares Contractual 1.00% November 4, 2009 April 30, 2015
Class C Shares Contractual 1.00% November 4, 2009 April 30, 2015
Class CX Shares Contractual 1.00% February 12, 2010 April 30, 2015
Class R Shares Contractual 0.50% November 4, 2009 April 30, 2015
Class R5 Shares Contractual 0.00% November 4, 2009 April 30, 2015
Class R6 Shares Contractual 0.00% September 24, 2012 April 30, 2015
Class RX Shares Contractual 0.50% February 12, 2010 April 30, 2015
Class Y Shares Contractual 0.00% November 4, 2009 April 30, 2015
Invesco Balanced-Risk Retirement 2040 Fund
Class A Shares Contractual 0.25% November 4, 2009 April 30, 2015
Class AX Shares Contractual 0.25% February 12, 2010 April 30, 2015
Class B Shares Contractual 1.00% November 4, 2009 April 30, 2015
Class C Shares Contractual 1.00% November 4, 2009 April 30, 2015
Class CX Shares Contractual 1.00% February 12, 2010 April 30, 2015
Class R Shares Contractual 0.50% November 4, 2009 April 30, 2015
Class R5 Shares Contractual 0.00% November 4, 2009 April 30, 2015
Class R6 Shares Contractual 0.00% September 24, 2012 April 30, 2015
Class RX Shares Contractual 0.50% February 12, 2010 April 30, 2015
Class Y Shares Contractual 0.00% November 4, 2009 April 30, 2015
See page 16 for footnotes to Exhibit A.
6
as of April 30, 2014
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ ---------- ------------------ --------------
Invesco Balanced-Risk Retirement 2050 Fund
Class A Shares Contractual 0.25% November 4, 2009 April 30, 2015
Class AX Shares Contractual 0.25% February 12, 2010 April 30, 2015
Class B Shares Contractual 1.00% November 4, 2009 April 30, 2015
Class C Shares Contractual 1.00% November 4, 2009 April 30, 2015
Class CX Shares Contractual 1.00% February 12, 2010 April 30, 2015
Class R Shares Contractual 0.50% November 4, 2009 April 30, 2015
Class R5 Shares Contractual 0.00% November 4, 2009 April 30, 2015
Class R6 Shares Contractual 0.00% September 24, 2012 April 30, 2015
Class RX Shares Contractual 0.50% February 12, 2010 April 30, 2015
Class Y Shares Contractual 0.00% November 4, 2009 April 30, 2015
Invesco Balanced-Risk Retirement Now Fund
Class A Shares Contractual 0.25% November 4, 2009 April 30, 2015
Class AX Shares Contractual 0.25% February 12, 2010 April 30, 2015
Class B Shares Contractual 1.00% November 4, 2009 April 30, 2015
Class C Shares Contractual 1.00% November 4, 2009 April 30, 2015
Class CX Shares Contractual 1.00% February 12, 2010 April 30, 2015
Class R Shares Contractual 0.50% November 4, 2009 April 30, 2015
Class R5 Shares Contractual 0.00% November 4, 2009 April 30, 2015
Class R6 Shares Contractual 0.00% September 24, 2012 April 30, 2015
Class RX Shares Contractual 0.50% February 12, 2010 April 30, 2015
Class Y Shares Contractual 0.00% November 4, 2009 April 30, 2015
Invesco Conservative Allocation Fund
Class A Shares Contractual 1.50% July 1, 2012 June 30, 2014
Class B Shares Contractual 2.25% July 1, 2012 June 30, 2014
Class C Shares Contractual 2.25% July 1, 2012 June 30, 2014
Class R Shares Contractual 1.75% July 1, 2012 June 30, 2014
Class R5 Shares Contractual 1.25% July 1, 2012 June 30, 2014
Class S Shares Contractual 1.40% July 1, 2012 June 30, 2014
Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2014
Invesco Convertible Securities Fund
Class A Shares Contractual 1.50% July 1, 2012 June 30, 2014
Class B Shares Contractual 2.25% July 1, 2012 June 30, 2014
Class C Shares Contractual 2.25% July 1, 2012 June 30, 2014
Class R5 Shares Contractual 1.25% July 1, 2012 June 30, 2014
Class R6 Shares Contractual 1.25% September 24, 2012 June 30, 2014
Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2014
Invesco Global Low Volatility Equity Yield Fund
Class A Shares Contractual 2.25% July 1, 2009 June 30, 2014
Class B Shares Contractual 3.00% July 1, 2009 June 30, 2014
Class C Shares Contractual 3.00% July 1, 2009 June 30, 2014
Class R Shares Contractual 2.50% July 1, 2009 June 30, 2014
Class R5 Shares Contractual 2.00% July 1, 2009 June 30, 2014
Class Y Shares Contractual 2.00% July 1, 2009 June 30, 2014
Invesco Growth Allocation Fund
Class A Shares Contractual 2.00% July 1, 2012 June 30, 2014
Class B Shares Contractual 2.75% July 1, 2012 June 30, 2014
Class C Shares Contractual 2.75% July 1, 2012 June 30, 2014
Class R Shares Contractual 2.25% July 1, 2012 June 30, 2014
Class R5 Shares Contractual 1.75% July 1, 2012 June 30, 2014
Class S Shares Contractual 1.90% July 1, 2012 June 30, 2014
Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2014
See page 16 for footnotes to Exhibit A.
7
as of April 30, 2014
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ ---------- ------------------ --------------
Invesco Income Allocation Fund
Class A Shares Contractual 0.25% May 1, 2012 April 30, 2015
Class B Shares Contractual 1.00% May 1, 2012 April 30, 2015
Class C Shares Contractual 1.00% May 1, 2012 April 30, 2015
Class R Shares Contractual 0.50% May 1, 2012 April 30, 2015
Class R5 Shares Contractual 0.00% May 1, 2012 April 30, 2015
Class Y Shares Contractual 0.00% May 1, 2012 April 30, 2015
Invesco International Allocation Fund
Class A Shares Contractual 2.25% May 1, 2012 June 30, 2014
Class B Shares Contractual 3.00% May 1, 2012 June 30, 2014
Class C Shares Contractual 3.00% May 1, 2012 June 30, 2014
Class R Shares Contractual 2.50% May 1, 2012 June 30, 2014
Class R5 Shares Contractual 2.00% May 1, 2012 June 30, 2014
Class Y Shares Contractual 2.00% May 1, 2012 June 30, 2014
Invesco Mid Cap Core Equity Fund
Class A Shares Contractual 2.00% July 1, 2009 June 30, 2014
Class B Shares Contractual 2.75% July 1, 2009 June 30, 2014
Class C Shares Contractual 2.75% July 1, 2009 June 30, 2014
Class R Shares Contractual 2.25% July 1, 2009 June 30, 2014
Class R5 Shares Contractual 1.75% July 1, 2009 June 30, 2014
Class R6 Shares Contractual 1.75% September 24, 2012 June 30, 2014
Class Y Shares Contractual 1.75% July 1, 2009 June 30, 2014
Invesco Moderate Allocation Fund
Class A Shares Contractual 1.50% July 1, 2012 June 30, 2014
Class B Shares Contractual 2.25% July 1, 2012 June 30, 2014
Class C Shares Contractual 2.25% July 1, 2012 June 30, 2014
Class R Shares Contractual 1.75% July 1, 2012 June 30, 2014
Class R5 Shares Contractual 1.25% July 1, 2012 June 30, 2014
Class S Shares Contractual 1.40% July 1, 2012 June 30, 2014
Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2014
Invesco Multi-Asset Inflation Fund
Class A Shares Contractual 0.73% April 30, 2014 April 30, 2015
Class C Shares Contractual 1.48% April 30, 2014 April 30, 2015
Class R Shares Contractual 0.98% April 30, 2014 April 30, 2015
Class Y Shares Contractual 0.48% April 30, 2014 April 30, 2015
Class R5 Shares Contractual 0.48% April 30, 2014 April 30, 2015
Class R6 Shares Contractual 0.48% April 30, 2014 April 30, 2015
Invesco Small Cap Growth Fund
Class A Shares Contractual 2.00% July 1, 2009 June 30, 2014
Class B Shares Contractual 2.75% July 1, 2009 June 30, 2014
Class C Shares Contractual 2.75% July 1, 2009 June 30, 2014
Class R Shares Contractual 2.25% July 1, 2009 June 30, 2014
Class R5 Shares Contractual 1.75% July 1, 2009 June 30, 2014
Class R6 Shares Contractual 1.75% September 24, 2012 June 30, 2014
Class Y Shares Contractual 1.75% July 1, 2009 June 30, 2014
Investor Class Shares Contractual 2.00% July 1, 2009 June 30, ▇▇▇▇
▇▇▇▇▇▇▇ ▇.▇. Mortgage Fund
Class A Shares Contractual 1.50% July 1, 2012 June 30, 2014
Class B Shares Contractual 2.25% July 1, 2012 June 30, 2014
Class C Shares Contractual 2.25% July 1, 2012 June 30, 2014
Class R5 Shares Contractual 1.25% July 1, 2012 June 30, 2014
Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2014
See page 16 for footnotes to Exhibit A.
8
as of April 30, 2014
AIM INTERNATIONAL MUTUAL FUNDS (INVESCO INTERNATIONAL MUTUAL FUNDS)
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ ---------- ------------------ -----------------
Invesco Asia Pacific Growth Fund
Class A Shares Contractual 2.25% July 1, 2009 June 30, 2014
Class B Shares Contractual 3.00% July 1, 2009 June 30, 2014
Class C Shares Contractual 3.00% July 1, 2009 June 30, 2014
Class Y Shares Contractual 2.00% July 1, 2009 June 30, 2014
Invesco European Growth Fund
Class A Shares Contractual 2.25% July 1, 2009 June 30, 2014
Class B Shares Contractual 3.00% July 1, 2009 June 30, 2014
Class C Shares Contractual 3.00% July 1, 2009 June 30, 2014
Class R Shares Contractual 2.50% July 1, 2009 June 30, 2014
Class Y Shares Contractual 2.00% July 1, 2009 June 30, 2014
Investor Class Shares Contractual 2.25% July 1, 2009 June 30, 2014
Invesco Global Growth Fund
Class A Shares Contractual 2.25% January 1, 2013 June 30, 2014
Class B Shares Contractual 3.00% January 1, 2013 June 30, 2014
Class C Shares Contractual 3.00% January 1, 2013 June 30, 2014
Class R5 Shares Contractual 2.00% January 1, 2013 June 30, 2014
Class R6 Shares Contractual 2.00% January 1, 2013 June 30, 2014
Class Y Shares Contractual 2.00% January 1, 2013 June 30, 2014
Invesco Global Opportunities Fund
Class A Shares Contractual 1.36% August 1, 2012 February 28, 2015
Class C Shares Contractual 2.11% August 1, 2012 February 28, 2015
Class R Shares Contractual 1.61% August 1, 2012 February 28, 2015
Class R5 Shares Contractual 1.11% August 1, 2012 February 28, 2015
Class R6 Shares Contractual 1.11% September 24, 2012 February 28, 2015
Class Y Shares Contractual 1.11% August 1, 2012 February 28, 2015
Invesco Global Small & Mid Cap Growth Fund
Class A Shares Contractual 2.25% July 1, 2009 June 30, 2014
Class B Shares Contractual 3.00% July 1, 2009 June 30, 2014
Class C Shares Contractual 3.00% July 1, 2009 June 30, 2014
Class R5 Shares Contractual 2.00% July 1, 2009 June 30, 2014
Class Y Shares Contractual 2.00% July 1, 2009 June 30, 2014
Invesco International Core Equity Fund
Class A Shares Contractual 2.25% July 1, 2009 June 30, 2014
Class B Shares Contractual 3.00% July 1, 2009 June 30, 2014
Class C Shares Contractual 3.00% July 1, 2009 June 30, 2014
Class R Shares Contractual 2.50% July 1, 2009 June 30, 2014
Class R5 Shares Contractual 2.00% July 1, 2009 June 30, 2014
Class R6 Shares Contractual 2.00% September 24, 2012 June 30, 2014
Class Y Shares Contractual 2.00% July 1, 2009 June 30, 2014
Investor Class Shares Contractual 2.25% July 1, 2009 June 30, 2014
Invesco International Growth Fund
Class A Shares Contractual 2.25% July 1, 2013 June 30, 2014
Class B Shares Contractual 3.00% July 1, 2013 June 30, 2014
Class C Shares Contractual 3.00% July 1, 2013 June 30, 2014
Class R Shares Contractual 2.50% July 1, 2013 June 30, 2014
Class R5 Shares Contractual 2.00% July 1, 2013 June 30, 2014
Class R6 Shares Contractual 2.00% July 1, 2013 June 30, 2014
Class Y Shares Contractual 2.00% July 1, 2013 June 30, 2014
Invesco Select Opportunities Fund
Class A Shares Contractual 1.51% August 1, 2012 February 28, 2015
Class C Shares Contractual 2.26% August 1, 2012 February 28, 2015
Class R Shares Contractual 1.76% August 1, 2012 February 28, 2015
Class R5 Shares Contractual 1.26% August 1, 2012 February 28, 2015
Class R6 Shares Contractual 1.26% September 24, 2012 February 28, 2015
Class Y Shares Contractual 1.26% August 1, 2012 February 28, 2015
See page 16 for footnotes to Exhibit A.
9
as of April 30, 2014
AIM INVESTMENT FUNDS (INVESCO INVESTMENT FUNDS)
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ ---------- ------------------ -----------------
Invesco All Cap Market Neutral Fund
Class A Shares Contractual 1.62% December 17, 2013 December 31, 2015
Class C Shares Contractual 2.37% December 17, 2013 December 31, 2015
Class R Shares Contractual 1.87% December 17, 2013 December 31, 2015
Class R5 Shares Contractual 1.37% December 17, 2013 December 31, 2015
Class R6 Shares Contractual 1.37% December 17, 2013 December 31, 2015
Class Y Shares Contractual 1.37% December 17, 2013 December 31, 2015
Invesco Balanced-Risk Allocation Fund/3/
Class A Shares Contractual 2.00% July 1, 2012 June 30, 2014
Class B Shares Contractual 2.75% July 1, 2012 June 30, 2014
Class C Shares Contractual 2.75% July 1, 2012 June 30, 2014
Class R Shares Contractual 2.25% July 1, 2012 June 30, 2014
Class R5 Shares Contractual 1.75% July 1, 2012 June 30, 2014
Class R6 Shares Contractual 1.75% September 24, 2012 June 30, 2014
Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2014
Invesco Balanced-Risk Commodity Strategy Fund/4/
Class A Shares Contractual 1.22% November 29, 2010 June 30, 2014
Class B Shares Contractual 1.97% November 29, 2010 June 30, 2014
Class C Shares Contractual 1.97% November 29, 2010 June 30, 2014
Class R Shares Contractual 1.47% November 29, 2010 June 30, 2014
Class R5 Shares Contractual 0.97% November 29, 2010 June 30, 2014
Class R6 Shares Contractual 0.97% September 24, 2012 June 30, 2014
Class Y Shares Contractual 0.97% November 29, 2010 June 30, 2014
Invesco China Fund
Class A Shares Contractual 2.25% July 1, 2009 June 30, 2014
Class B Shares Contractual 3.00% July 1, 2009 June 30, 2014
Class C Shares Contractual 3.00% July 1, 2009 June 30, 2014
Class R5 Shares Contractual 2.00% July 1, 2009 June 30, 2014
Class Y Shares Contractual 2.00% July 1, 2009 June 30, 2014
Invesco Developing Markets Fund
Class A Shares Contractual 2.25% July 1, 2012 June 30, 2014
Class B Shares Contractual 3.00% July 1, 2012 June 30, 2014
Class C Shares Contractual 3.00% July 1, 2012 June 30, 2014
Class R5 Shares Contractual 2.00% July 1, 2012 June 30, 2014
Class R6 Shares Contractual 2.00% September 24, 2012 June 30, 2014
Class Y Shares Contractual 2.00% July 1, 2012 June 30, 2014
Invesco Emerging Markets Equity Fund
Class A Shares Contractual 1.85% May 11, 2011 February 28, 2015
Class C Shares Contractual 2.60% May 11, 2011 February 28, 2015
Class R Shares Contractual 2.10% May 11, 2011 February 28, 2015
Class R5 Shares Contractual 1.60% May 11, 2011 February 28, 2015
Class R6 Shares Contractual 1.60% September 24, 2012 February 28, 2015
Class Y Shares Contractual 1.60% May 11, 2011 February 28, 2015
Invesco Emerging Market Local Currency Debt Fund
Class A Shares Contractual 1.24% June 14, 2010 February 28, 2015
Class B Shares Contractual 1.99% June 14, 2010 February 28, 2015
Class C Shares Contractual 1.99% June 14, 2010 February 28, 2015
Class R Shares Contractual 1.49% June 14, 2010 February 28, 2015
Class Y Shares Contractual 0.99% June 14, 2010 February 28, 2015
Class R5 Shares Contractual 0.99% June 14, 2010 February 28, 2015
Class R6 Shares Contractual 0.99% September 24, 2012 February 28, 2015
See page 16 for footnotes to Exhibit A.
10
as of April 30, 2014
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ ---------- ------------------ -----------------
Invesco Endeavor Fund
Class A Shares Contractual 2.00% July 1, 2009 June 30, 2014
Class B Shares Contractual 2.75% July 1, 2009 June 30, 2014
Class C Shares Contractual 2.75% July 1, 2009 June 30, 2014
Class R Shares Contractual 2.25% July 1, 2009 June 30, 2014
Class R5 Shares Contractual 1.75% July 1, 2009 June 30, 2014
Class R6 Shares Contractual 1.75% September 24, 2012 June 30, 2014
Class Y Shares Contractual 1.75% July 1, 2009 June 30, 2014
Invesco Global Health Care Fund
Class A Shares Contractual 2.00% July 1, 2012 June 30, 2014
Class B Shares Contractual 2.75% July 1, 2012 June 30, 2014
Class C Shares Contractual 2.75% July 1, 2012 June 30, 2014
Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2014
Investor Class Shares Contractual 2.00% July 1, 2012 June 30, 2014
Invesco Global Infrastructure Fund
Class A Shares Contractual 1.40% May 2, 2014 May 31, 2015
Class C Shares Contractual 2.15% May 2, 2014 May 31, 2015
Class R Shares Contractual 1.65% May 2, 2014 May 31, 2015
Class Y Shares Contractual 1.15% May 2, 2014 May 31, 2015
Class R5 Shares Contractual 1.15% May 2, 2014 May 31, 2015
Class R6 Shares Contractual 1.15% May 2, 2014 May 31, 2015
Invesco Global Markets Strategy Fund/5/
Class A Shares Contractual 2.25% August 28, 2013 December 16, 2013
Class C Shares Contractual 3.00% August 28, 2013 December 16, 2013
Class R Shares Contractual 2.50% August 28, 2013 December 16, 2013
Class R5 Shares Contractual 2.00% August 28, 2013 December 16, 2013
Class R6 Shares Contractual 2.00% August 28, 2013 December 16, 2013
Class Y Shares Contractual 2.00% August 28, 2013 December 16, 2013
Invesco Global Markets Strategy Fund/5/
Class A Shares Contractual 1.80% December 17, 2013 February 28, 2015
Class C Shares Contractual 2.55% December 17, 2013 February 28, 2015
Class R Shares Contractual 2.05% December 17, 2013 February 28, 2015
Class R5 Shares Contractual 1.55% December 17, 2013 February 28, 2015
Class R6 Shares Contractual 1.55% December 17, 2013 February 28, 2015
Class Y Shares Contractual 1.55% December 17, 2013 February 28, 2015
Invesco Global Market Neutral Fund
Class A Shares Contractual 1.62% December 17, 2013 December 31, 2015
Class C Shares Contractual 2.37% December 17, 2013 December 31, 2015
Class R Shares Contractual 1.87% December 17, 2013 December 31, 2015
Class R5 Shares Contractual 1.37% December 17, 2013 December 31, 2015
Class R6 Shares Contractual 1.37% December 17, 2013 December 31, 2015
Class Y Shares Contractual 1.37% December 17, 2013 December 31, 2015
Invesco Global Targeted Returns Fund/6/
Class A Shares Contractual 1.71% December 17, 2013 December 31, 2015
Class C Shares Contractual 2.46% December 17, 2013 December 31, 2015
Class R Shares Contractual 1.96% December 17, 2013 December 31, 2015
Class R5 Shares Contractual 1.46% December 17, 2013 December 31, 2015
Class R6 Shares Contractual 1.46% December 17, 2013 December 31, 2015
Class Y Shares Contractual 1.46% December 17, 2013 December 31, 2015
See page 16 for footnotes to Exhibit A.
11
as of April 30, 2014
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ ---------- ------------------ -----------------
Invesco International Total Return Fund
Class A Shares Contractual 1.10% March 31, 2006 February 28, 2015
Class B Shares Contractual 1.85% March 31, 2006 February 28, 2015
Class C Shares Contractual 1.85% March 31, 2006 February 28, 2015
Class R5 Shares Contractual 0.85% October 3, 2008 February 28, 2015
Class R6 Shares Contractual 0.85% September 24, 2012 February 28, 2015
Class Y Shares Contractual 0.85% March 31, 2006 February 28, 2015
Invesco Long/Short Equity Fund
Class A Shares Contractual 1.87% December 17, 2013 December 31, 2015
Class C Shares Contractual 2.62% December 17, 2013 December 31, 2015
Class R Shares Contractual 2.12% December 17, 2013 December 31, 2015
Class R5 Shares Contractual 1.62% December 17, 2013 December 31, 2015
Class R6 Shares Contractual 1.62% December 17, 2013 December 31, 2015
Class Y Shares Contractual 1.62% December 17, 2013 December 31, 2015
Invesco Low Volatility Emerging Markets Fund
Class A Shares Contractual 1.72% December 17, 2013 December 31, 2015
Class C Shares Contractual 2.47% December 17, 2013 December 31, 2015
Class R Shares Contractual 1.97% December 17, 2013 December 31, 2015
Class R5 Shares Contractual 1.47% December 17, 2013 December 31, 2015
Class R6 Shares Contractual 1.47% December 17, 2013 December 31, 2015
Class Y Shares Contractual 1.47% December 17, 2013 December 31, 2015
Invesco MLP Fund
Class A Shares Contractual 1.50% May 2, 2014 May 31, 2015
Class C Shares Contractual 2.25% May 2, 2014 May 31, 2015
Class R Shares Contractual 1.75% May 2, 2014 May 31, 2015
Class R5 Shares Contractual 1.25% May 2, 2014 May 31, 2015
Class R6 Shares Contractual 1.25% May 2, 2014 May 31, 2015
Class Y Shares Contractual 1.25% May 2, 2014 May 31, 2015
Invesco Macro international Equity Fund
Class A Shares Contractual 1.43% December 17, 2013 December 31, 2015
Class C Shares Contractual 2.18% December 17, 2013 December 31, 2015
Class R Shares Contractual 1.68% December 17, 2013 December 31, 2015
Class R5 Shares Contractual 1.18% December 17, 2013 December 31, 2015
Class R6 Shares Contractual 1.18% December 17, 2013 December 31, 2015
Class Y Shares Contractual 1.18% December 17, 2013 December 31, 2015
Invesco Macro Long/Short Fund
Class A Shares Contractual 1.87% December 17, 2013 December 31, 2015
Class C Shares Contractual 2.62% December 17, 2013 December 31, 2015
Class R Shares Contractual 2.12% December 17, 2013 December 31, 2015
Class R5 Shares Contractual 1.62% December 17, 2013 December 31, 2015
Class R6 Shares Contractual 1.62% December 17, 2013 December 31, 2015
Class Y Shares Contractual 1.62% December 17, 2013 December 31, 2015
Invesco Pacific Growth Fund
Class A Shares Contractual 2.25% July 1, 2012 June 30, 2014
Class B Shares Contractual 3.00% July 1, 2012 June 30, 2014
Class C Shares Contractual 3.00% July 1, 2012 June 30, 2014
Class R Shares Contractual 2.50% July 1, 2012 June 30, 2014
Class R5 Shares Contractual 2.00% July 1, 2012 June 30, 2014
Class Y Shares Contractual 2.00% July 1, 2012 June 30, 2014
See page 16 for footnotes to Exhibit A.
12
as of April 30, 2014
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ ---------- ------------------ -----------------
Invesco Premium Income Fund
Class A Shares Contractual 0.89% December 13, 2011 February 28, 2015
Class C Shares Contractual 1.64% December 13, 2011 February 28, 2015
Class R Shares Contractual 1.14% December 13, 2011 February 28, 2015
Class R5 Shares Contractual 0.64% December 13, 2011 February 28, 2015
Class R6 Shares Contractual 0.64% September 24, 2012 February 28, 2015
Class Y Shares Contractual 0.64% December 13, 2011 February 28, 2015
Invesco Select Companies Fund
Class A Shares Contractual 2.00% July 1, 2009 June 30, 2014
Class B Shares Contractual 2.75% July 1, 2009 June 30, 2014
Class C Shares Contractual 2.75% July 1, 2009 June 30, 2014
Class R Shares Contractual 2.25% July 1, 2009 June 30, 2014
Class R5 Shares Contractual 1.75% July 1, 2009 June 30, 2014
Class Y Shares Contractual 1.75% July 1, 2009 June 30, 2014
Invesco Strategic Income Fund
Class A Shares Contractual 0.82% May 2, 2014 May 31, 2015
Class C Shares Contractual 1.57% May 2, 2014 May 31, 2015
Class R Shares Contractual 1.07% May 2, 2014 May 31, 2015
Class Y Shares Contractual 0.57% May 2, 2014 May 31, 2015
Class R5 Shares Contractual 0.57% May 2, 2014 May 31, 2015
Class R6 Shares Contractual 0.57% May 2, 2014 May 31, 2015
AIM INVESTMENT SECURITIES FUNDS (INVESCO INVESTMENT SECURITIES FUNDS)
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ ---------- ------------------ -------------
Invesco Corporate Bond Fund
Class A Shares Contractual 1.50% July 1, 2012 June 30, 2014
Class B Shares Contractual 2.25% July 1, 2012 June 30, 2014
Class C Shares Contractual 2.25% July 1, 2012 June 30, 2014
Class R Shares Contractual 1.75% July 1, 2012 June 30, 2014
Class R5 Shares Contractual 1.25% July 1, 2012 June 30, 2014
Class R6 Shares Contractual 1.25% September 24, 2012 June 30, 2014
Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2014
Invesco Global Real Estate Fund
Class A Shares Contractual 2.00% July 1, 2009 June 30, 2014
Class B Shares Contractual 2.75% July 1, 2009 June 30, 2014
Class C Shares Contractual 2.75% July 1, 2009 June 30, 2014
Class R Shares Contractual 2.25% July 1, 2009 June 30, 2014
Class R5 Shares Contractual 1.75% July 1, 2009 June 30, 2014
Class R6 Shares Contractual 1.75% September 24, 2012 June 30, 2014
Class Y Shares Contractual 1.75% July 1, 2009 June 30, 2014
Invesco High Yield Fund
Class A Shares Contractual 1.50% July 1, 2013 June 30, 2014
Class B Shares Contractual 2.25% July 1, 2013 June 30, 2014
Class C Shares Contractual 2.25% July 1, 2013 June 30, 2014
Class R5 Shares Contractual 1.25% July 1, 2013 June 30, 2014
Class R6 Shares Contractual 1.25% July 1, 2013 June 30, 2014
Class Y Shares Contractual 1.25% July 1, 2013 June 30, 2014
Investor Class Shares Contractual 1.50% July 1, 2013 June 30, 2014
Invesco Limited Maturity Treasury Fund
Class A Shares Contractual 1.50% July 1, 2012 June 30, 2014
Class A2 Shares Contractual 1.40% July 1, 2012 June 30, 2014
Class R5 Shares Contractual 1.25% July 1, 2012 June 30, 2014
Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2014
See page 16 for footnotes to Exhibit A.
13
as of April 30, 2014
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ ---------- ------------------ -------------
Invesco Municipal Bond Fund
Class A Shares Contractual 1.50% July 1, 2012 June 30, 2014
Class B Shares Contractual 2.25% July 1, 2012 June 30, 2014
Class C Shares Contractual 2.25% July 1, 2012 June 30, 2014
Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2014
Investor Class Shares Contractual 1.50% July 1, 2012 June 30, 2014
Invesco Real Estate Fund
Class A Shares Contractual 2.00% July 1, 2012 June 30, 2014
Class B Shares Contractual 2.75% July 1, 2012 June 30, 2014
Class C Shares Contractual 2.75% July 1, 2012 June 30, 2014
Class R Shares Contractual 2.25% July 1, 2012 June 30, 2014
Class R5 Shares Contractual 1.75% July 1, 2012 June 30, 2014
Class R6 Shares Contractual 1.75% September 24, 2012 June 30, 2014
Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2014
Investor Class Shares Contractual 2.00% July 1, 2012 June 30, 2014
Invesco Short Term Bond Fund
Class A Shares Contractual 1.40% July 1, 2013 June 30, 2014
Class C Shares Contractual 1.75%/2/ July 1, 2013 June 30, 2014
Class R Shares Contractual 1.75% July 1, 2013 June 30, 2014
Class R5 Shares Contractual 1.25% July 1, 2013 June 30, 2014
Class R6 Shares Contractual 1.25% July 1, 2013 June 30, 2014
Class Y Shares Contractual 1.25% July 1, 2013 June 30, ▇▇▇▇
▇▇▇▇▇▇▇ ▇.▇. Government Fund
Class A Shares Contractual 1.50% July 1, 2012 June 30, 2014
Class B Shares Contractual 2.25% July 1, 2012 June 30, 2014
Class C Shares Contractual 2.25% July 1, 2012 June 30, 2014
Class R Shares Contractual 1.75% July 1, 2012 June 30, 2014
Class R5 Shares Contractual 1.25% July 1, 2012 June 30, 2014
Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2014
Investor Class Shares Contractual 1.50% July 1, 2012 June 30, 2014
AIM SECTOR FUNDS (INVESCO SECTOR FUNDS)
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ ---------- ------------------ -------------
Invesco American Value Fund
Class A Shares Contractual 2.00% July 1, 2013 June 30, 2014
Class B Shares Contractual 2.75% July 1, 2013 June 30, 2014
Class C Shares Contractual 2.75% July 1, 2013 June 30, 2014
Class R Shares Contractual 2.25% July 1, 2013 June 30, 2014
Class R5 Shares Contractual 1.75% July 1, 2013 June 30, 2014
Class R6 Shares Contractual 1.75% July 1, 2013 June 30, 2014
Class Y Shares Contractual 1.75% July 1, 2013 June 30, 2014
Invesco ▇▇▇▇▇▇▇▇ Fund
Class A Shares Contractual 2.00% July 1, 2012 June 30, 2014
Class B Shares Contractual 2.75% July 1, 2012 June 30, 2014
Class C Shares Contractual 2.75% July 1, 2012 June 30, 2014
Class R Shares Contractual 2.25% July 1, 2012 June 30, 2014
Class R5 Shares Contractual 1.75% July 1, 2012 June 30, 2014
Class R6 Shares Contractual 1.75% September 24, 2012 June 30, 2014
Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2014
Invesco Energy Fund
Class A Shares Contractual 2.00% July 1, 2009 June 30, 2014
Class B Shares Contractual 2.75% July 1, 2009 June 30, 2014
Class C Shares Contractual 2.75% July 1, 2009 June 30, 2014
Class R5 Shares Contractual 1.75% July 1, 2009 June 30, 2014
Class Y Shares Contractual 1.75% July 1, 2009 June 30, 2014
Investor Class Shares Contractual 2.00% July 1, 2009 June 30, 2014
See page 16 for footnotes to Exhibit A.
14
as of April 30, 2014
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ ---------- ----------------- ---------------
Invesco Dividend Income Fund
Class A Shares Contractual 1.10% February 6, 2013 August 31, 2014
Class B Shares Contractual 1.85% February 6, 2013 August 31, 2014
Class C Shares Contractual 1.85% February 6, 2013 August 31, 2014
Class R5 Shares Contractual 0.85% February 6, 2013 August 31, 2014
Class R6 Shares Contractual 0.85% February 6, 2013 August 31, 2014
Class Y Shares Contractual 0.85% February 6, 2013 August 31, 2014
Investor Class Shares Contractual 1.10% February 6, 2013 August 31, 2014
Invesco Gold & Precious Metals Fund
Class A Shares Contractual 2.00% July 1, 2009 June 30, 2014
Class B Shares Contractual 2.75% July 1, 2009 June 30, 2014
Class C Shares Contractual 2.75% July 1, 2009 June 30, 2014
Class Y Shares Contractual 1.75% July 1, 2009 June 30, 2014
Investor Class Shares Contractual 2.00% July 1, 2009 June 30, 2014
Invesco Mid Cap Growth Fund
Class A Shares Contractual 1.15% July 15, 2013 July 31, 2015
Class B Shares Contractual 1.90% July 15, 2013 July 31, 2015
Class C Shares Contractual 1.90% July 15, 2013 July 31, 2015
Class R Shares Contractual 1.40% July 15, 2013 July 31, 2015
Class R5 Shares Contractual 0.90% July 15, 2013 July 31, 2015
Class R6 Shares Contractual 0.90% July 15, 2013 July 31, 2015
Class Y Shares Contractual 0.90% July 15, 2013 July 31, 2015
Invesco Small Cap Value Fund
Class A Shares Contractual 2.00% July 1, 2012 June 30, 2014
Class B Shares Contractual 2.75% July 1, 2012 June 30, 2014
Class C Shares Contractual 2.75% July 1, 2012 June 30, 2014
Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2014
Invesco Technology Fund
Class A Shares Contractual 2.00% July 1, 2012 June 30, 2014
Class B Shares Contractual 2.75% July 1, 2012 June 30, 2014
Class C Shares Contractual 2.75% July 1, 2012 June 30, 2014
Class R5 Shares Contractual 1.75% July 1, 2012 June 30, 2014
Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2014
Investor Class Shares Contractual 2.00% July 1, 2012 June 30, 2014
Invesco Technology Sector Fund
Class A Shares Contractual 2.00% February 12, 2010 June 30, 2014
Class B Shares Contractual 2.75% February 12, 2010 June 30, 2014
Class C Shares Contractual 2.75% February 12, 2010 June 30, 2014
Class Y Shares Contractual 1.75% February 12, 2010 June 30, 2014
Invesco Value Opportunities Fund
Class A Shares Contractual 2.00% July 1, 2012 June 30, 2014
Class B Shares Contractual 2.75% July 1, 2012 June 30, 2014
Class C Shares Contractual 2.75% July 1, 2012 June 30, 2014
Class R Shares Contractual 2.25% July 1, 2012 June 30, 2014
Class R5 Shares Contractual 1.75% July 1, 2012 June 30, 2014
Class Y Shares Contractual 1.75% July 1, 2012 June 30, 2014
AIM TAX-EXEMPT FUNDS (INVESCO TAX-EXEMPT FUNDS)
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ ---------- ----------------- -------------
Invesco High Yield Municipal Fund
Class A Shares Contractual 1.50% July 1, 2012 June 30, 2014
Class B Shares Contractual 2.25% July 1, 2012 June 30, 2014
Class C Shares Contractual 2.25% July 1, 2012 June 30, 2014
Class R5 Shares Contractual 1.25% July 1, 2012 June 30, 2014
Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2014
See page 16 for footnotes to Exhibit A.
15
as of April 30, 2014
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ ---------- ----------------- -------------
Invesco Intermediate Term Municipal Income Fund
Class A Shares Contractual 0.80% July 1, 2013 June 30, 2014
Class B Shares Contractual 1.55% July 1, 2013 June 30, 2014
Class C Shares Contractual 1.55% July 1, 2013 June 30, 2014
Class Y Shares Contractual 0.55% July 1, 2013 June 30, 2014
Invesco Municipal Income Fund
Class A Shares Contractual 1.50% July 1, 2013 June 30, 2014
Class B Shares Contractual 2.25% July 1, 2013 June 30, 2014
Class C Shares Contractual 2.25% July 1, 2013 June 30, 2014
Class Y Shares Contractual 1.25% July 1, 2013 June 30, 2014
Investor Class Contractual 1.50% July 15, 2013 June 30, 2014
Invesco New York Tax Free Income Fund
Class A Shares Contractual 1.50% July 1, 2012 June 30, 2014
Class B Shares Contractual 2.25% July 1, 2012 June 30, 2014
Class C Shares Contractual 2.25% July 1, 2012 June 30, 2014
Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2014
Invesco Tax-Free Intermediate Fund
Class A Shares Contractual 1.50% July 1, 2012 June 30, 2014
Class A2 Shares Contractual 1.25% July 1, 2012 June 30, 2014
Class C Shares Contractual 2.25% June 30, 2013 June 30, 2014
Class R5 Shares Contractual 1.25% July 1, 2012 June 30, 2014
Class Y Shares Contractual 1.25% July 1, 2012 June 30, 2014
INVESCO SECURITIES TRUST
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ ---------- ----------------- -----------------
Invesco Balanced-Risk Aggressive Allocation Fund Contractual 1.15% January 16, 2013 February 28, 2015
/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 Distributors, Inc.
/3/ Includes waived fees or reimbursed expenses that Invesco receives from
Invesco Cayman Commodity Fund I, Ltd.
/4/ Includes waived fees or reimbursed expenses that Invesco receives from
Invesco Cayman Commodity Fund III, Ltd.
/5/ Includes waived fees or reimbursed expenses that Invesco receives from
Invesco Cayman Commodity Fund V, Ltd.
/6/ Includes waived fees or reimbursed expenses that Invesco receives from
Invesco Cayman Commodity Fund VII, Ltd.
16
as of April 30, 2014
EXHIBIT "B" - INSTITUTIONAL MONEY MARKET FUNDS/1,2/
---------------------------------------------------
SHORT-TERM INVESTMENTS TRUST
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ ---------- ----------------- -----------------
Government & Agency Portfolio
Cash Management Class Contractual 0.22%/2/ July 1, 2009 December 31, 2014
Corporate Class Contractual 0.17% July 1, 2009 December 31, 2014
Institutional Class Contractual 0.14% July 1, 2009 December 31, 2014
Personal Investment Class Contractual 0.69%/2/ July 1, 2009 December 31, 2014
Private Investment Class Contractual 0.44%/2/ July 1, 2009 December 31, 2014
Reserve Class Contractual 1.01%/2/ July 1, 2009 December 31, 2014
Resource Class Contractual 0.30%/2/ July 1, 2009 December 31, 2014
Government TaxAdvantage Portfolio
Cash Management Class Contractual 0.22%/2/ July 1, 2009 December 31, 2014
Corporate Class Contractual 0.17% July 1, 2009 December 31, 2014
Institutional Class Contractual 0.14% July 1, 2009 December 31, 2014
Personal Investment Class Contractual 0.69%/2/ July 1, 2009 December 31, 2014
Private Investment Class Contractual 0.39%/2/ July 1, 2009 December 31, 2014
Reserve Class Contractual 1.01%/2/ July 1, 2009 December 31, 2014
Resource Class Contractual 0.30%/2/ July 1, 2009 December 31, 2014
Liquid Assets Portfolio
Cash Management Class Contractual 0.22%/2/ July 1, 2009 December 31, 2014
Corporate Class Contractual 0.17% July 1, 2009 December 31, 2014
Institutional Class Contractual 0.14% July 1, 2009 December 31, 2014
Personal Investment Class Contractual 0.69%/2/ July 1, 2009 December 31, 2014
Private Investment Class Contractual 0.44%/2/ July 1, 2009 December 31, 2014
Reserve Class Contractual 1.01%/2/ July 1, 2009 December 31, 2014
Resource Class Contractual 0.34% July 1, 2009 December 31, 2014
STIC Prime Portfolio
Cash Management Class Contractual 0.22%/2/ July 1, 2009 December 31, 2014
Corporate Class Contractual 0.17% July 1, 2009 December 31, 2014
Institutional Class Contractual 0.14% July 1, 2009 December 31, 2014
Personal Investment Class Contractual 0.69%/2/ July 1, 2009 December 31, 2014
Private Investment Class Contractual 0.44%/2/ July 1, 2009 December 31, 2014
Reserve Class Contractual 1.01%/2/ July 1, 2009 December 31, 2014
Resource Class Contractual 0.30%/2/ July 1, 2009 December 31, 2014
Tax-Free Cash Reserve Portfolio/3/
Cash Management Class Contractual 0.33%/2/ July 1, 2009 December 31, 2014
Corporate Class Contractual 0.28% July 1, 2009 December 31, 2014
Institutional Class Contractual 0.25% July 1, 2009 December 31, 2014
Personal Investment Class Contractual 0.80%/2/ July 1, 2009 December 31, 2014
Private Investment Class Contractual 0.50%/2/ July 1, 2009 December 31, 2014
Reserve Class Contractual 1.12%/2/ July 1, 2009 December 31, 2014
Resource Class Contractual 0.41%/2/ July 1, 2009 December 31, 2014
Treasury Portfolio
Cash Management Class Contractual 0.22%/2/ July 1, 2009 December 31, 2014
Corporate Class Contractual 0.17% July 1, 2009 December 31, 2014
Institutional Class Contractual 0.14% July 1, 2009 December 31, 2014
Personal Investment Class Contractual 0.69%/2/ July 1, 2009 December 31, 2014
Private Investment Class Contractual 0.44%/2/ July 1, 2009 December 31, 2014
Reserve Class Contractual 1.01%/2/ July 1, 2009 December 31, 2014
Resource Class Contractual 0.30%/2/ July 1, 2009 December 31, 2014
/1/ The expense rate excluding 12b-1 fees of any class of shares established
after the date of this Memorandum of Agreement will be the same as
existing classes.
/2/ The expense limit shown is the expense limit after Rule 12b-1 fee waivers
by Invesco Distributors, Inc.
/3/ The expense limitation also excludes Trustees' fees and federal
registration expenses.
17
as of April 30, 2014
EXHIBIT "C" - VARIABLE INSURANCE FUNDS
--------------------------------------
AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ ---------- ----------------- --------------
Invesco V.I. American Franchise Fund
Series I Shares Contractual 0.90% July 1, 2012 June 30, 2014
Series II Shares Contractual 1.15% July 1, 2012 June 30, 2014
Invesco V.I. American Value Fund
Series I Shares Contractual 2.00% July 1, 2012 June 30, 2014
Series II Shares Contractual 2.25% July 1, 2012 June 30, 2014
Invesco V.I. Balanced-Risk Allocation Fund/1/
Series I Shares Contractual 0.78% July 1, 2013 April 30, 2014
Series II Shares Contractual 1.03% July 1, 2013 April 30, 2014
Invesco V.I. Balanced-Risk Allocation Fund/1/
Series I Shares Contractual 0.76% May 1, 2014 April 30, 2015
Series II Shares Contractual 1.01% May 1, 2014 April 30, 2015
Invesco V.I. ▇▇▇▇▇▇▇▇ Fund
Series I Shares Contractual 0.78% May 1, 2013 April 30, 2015
Series II Shares Contractual 1.03% May 1, 2013 April 30, 2015
Invesco V.I. Core Equity Fund
Series I Shares Contractual 2.00% May 1, 2013 June 30, 2014
Series II Shares Contractual 2.25% May 1, 2013 June 30, 2014
Invesco V.I. Diversified Dividend Fund
Series I Shares Contractual 2.00% May 1, 2013 June 30, 2014
Series II Shares Contractual 2.25% May 1, 2013 June 30, 2014
Invesco V.I. Diversified Income Fund
Series I Shares Contractual 0.75% July 1, 2005 April 30, 2015
Series II Shares Contractual 1.00% July 1, 2005 April 30, 2015
Invesco V.I. Equally-Weighted S&P 500 Fund
Series I Shares Contractual 2.00% July 1, 2012 June 30, 2014
Series II Shares Contractual 2.25% July 1, 2012 June 30, 2014
Invesco V.I. Equity and Income Fund
Series I Shares Contractual 1.50% July 1, 2012 June 30, 2014
Series II Shares Contractual 1.75% July 1, 2012 June 30, 2014
/1/ Includes waived fees or reimbursed expenses that Invesco receives from
Invesco Cayman Commodity Fund IV, Ltd.
18
as of April 30, 2014
Invesco V.I. Global Core Equity Fund
Series I Shares Contractual 2.25% July 1, 2012 June 30, 2014
Series II Shares Contractual 2.50% July 1, 2012 June 30, 2014
Invesco V.I. Global Health Care Fund
Series I Shares Contractual 2.00% May 1, 2013 June 30, 2014
Series II Shares Contractual 2.25% May 1, 2013 June 30, 2014
Invesco V.I. Global Real Estate Fund
Series I Shares Contractual 2.00% May 1, 2013 June 30, 2014
Series II Shares Contractual 2.25% May 1, 2013 June 30, 2014
Invesco V.I. Government Securities Fund
Series I Shares Contractual 1.50% May 1, 2013 June 30, 2014
Series II Shares Contractual 1.75% May 1, 2013 June 30, 2014
Invesco V.I. Growth and Income Fund
Series I Shares Contractual 0.78% May 1, 2013 April 30, 2015
Series II Shares Contractual 1.03% May 1, 2013 April 30, 2015
Invesco V.I. High Yield Fund
Series I Shares Contractual 0.80% May 2, 2011 April 30, 2014
Series II Shares Contractual 1.05% May 2, 2011 April 30, 2014
Invesco V.I. International Growth Fund
Series I Shares Contractual 2.25% July 1, 2012 June 30, 2014
Series II Shares Contractual 2.50% July 1, 2012 June 30, 2014
Invesco V.I. Mid Cap Core Equity Fund
Series I Shares Contractual 2.00% May 1, 2013 June 30, 2014
Series II Shares Contractual 2.25% May 1, 2013 June 30, 2014
Invesco V.I. Mid Cap Growth Fund
Series I Shares Contractual 1.09% July 1, 2012 June 30, 2014
Series II Shares Contractual 1.34% July 1, 2012 June 30, 2014
Invesco V.I. Money Market Fund
Series I Shares Contractual 1.50% May 1, 2013 June 30, 2014
Series II Shares Contractual 1.75% May 1, 2013 June 30, 2014
Invesco V.I. S&P 500 Index Fund
Series I Shares Contractual 2.00% July 1, 2012 June 30, 2014
Series II Shares Contractual 2.25% July 1, 2012 June 30, 2014
Invesco V.I. Small Cap Equity Fund
Series I Shares Contractual 2.00% May 1, 2013 June 30, 2014
Series II Shares Contractual 2.25% May 1, 2013 June 30, 2014
19
as of April 30, 2014
Invesco V.I. Technology Fund
Series I Shares Contractual 2.00% May 1, 2013 June 30, 2014
Series II Shares Contractual 2.25% May 1, 2013 June 30, 2014
Invesco V.I. Utilities Fund
Series I Shares Contractual 2.00% May 1, 2012 June 30, 2014
Series II Shares Contractual 2.25% May 1, 2012 June 30, 2014
Invesco V.I. Managed Volatility Fund*
Series I Shares Contractual 1.03% April 30, 2014 April 30, 2015
Series II Shares Contractual 1.28% April 30, 2014 April 30, 2015
Invesco V.I. Value Opportunities Fund
Series I Shares Contractual 2.00% May 1, 2013 June 30, 2014
Series II Shares Contractual 2.25% May 1, 2013 June 30, 2014
/*/ The Fund name and expense limit shown is contingent upon both Board of
Trustee and shareholder approval of certain changes to the Fund.
20
as of April 30, 2014
EXHIBIT "D" - CLOSED-END FUNDS
------------------------------
INVESCO MUNICIPAL INCOME OPPORTUNITIES TRUST
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ ---------- ----------------- ---------------
Invesco Municipal Income Opportunities
Trust Contractual 0.67% August 27, 2012 August 31, 2014
INVESCO QUALITY MUNICIPAL INCOME TRUST
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ ---------- ----------------- ----------------
Invesco Quality Municipal Income Trust Contractual 0.50% October 15, 2012 October 31, 2014
INVESCO VALUE MUNICIPAL INCOME TRUST
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ ---------- ----------------- ----------------
Invesco Value Municipal Income Trust Contractual 0.46% October 15, 2012 October 31, 2014
21
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 Municipal
Income Opportunities Trust, Invesco Securities Trust, Invesco, Invesco Quality
Municipal Income Trust 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.
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 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 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 SECURITIES TRUST
INVESCO VALUE MUNICIPAL INCOME TRUST
on behalf of the Funds listed in the Exhibit
to this Memorandum of Agreement
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
---------------------------------
Title: Senior Vice President
INVESCO ADVISERS, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
---------------------------------
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 Invesco will waive advisory fees in an amount equal to the advisory fees earned on 4/30/2014 04/30/2015
Strategic Real underlying affiliated investments
Return Fund
AIM INVESTMENT
FUNDS (INVESCO EXPIRATION
INVESTMENT FUNDS WAIVER DESCRIPTION EFFECTIVE DATE DATE
---------------- ----------------------------------------------------------------------------------- -------------- ----------
Invesco Global Invesco will waive advisory fees in an amount equal to the advisory fees earned on 12/17/2013 12/31/2015
Targeted underlying affiliated investments
Returns Fund
Invesco Invesco will waive advisory fees in an amount equal to the advisory fees earned on 5/2/2014 05/31/2015
Strategic underlying affiliated investments
Income Fund
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 2/1/2011 12/31/2014
daily net assets
Premier U.S. Invesco will waive advisory fees in the amount of 0.07% of the Fund's average 2/1/2011 12/31/2014
Government daily net assets
Money Portfolio
EXHIBIT "B"
AIM COUNSELOR SERIES TRUST (INVESCO COUNSELOR SERIES TRUST)
-----------------------------------------------------------
PORTFOLIO EFFECTIVE DATE COMMITTED UNTIL
--------- ----------------- -----------------
Invesco American Franchise Fund February 12, 2010 December 31, ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Tax-Free Income Fund February 12, 2010 December 31, 2014
Invesco Core Plus Bond Fund June 2, 2009 December 31, 2014
Invesco Equally-Weighted S&P 500 Fund February 12, 2010 December 31, 2014
Invesco Equity and Income Fund February 12, 2010 December 31, 2014
Invesco Floating Rate Fund July 1, 2007 December 31, 2014
Invesco Global Real Estate Income Fund July 1, 2007 December 31, 2014
Invesco Growth and Income Fund February 12, 2010 December 31, 2014
Invesco Low Volatility Equity Yield Fund July 1, 2007 December 31, ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ Tax Free Income Fund February 12, 2010 December 31, 2014
Invesco S&P 500 Index Fund February 12, 2010 December 31, 2014
Invesco Small Cap Discovery Fund February 12, 2010 December 31, 2014
Invesco Strategic Real Return Fund April 30, 2014 April 30, 2015
AIM EQUITY FUNDS (INVESCO EQUITY FUNDS)
---------------------------------------
PORTFOLIO EFFECTIVE DATE COMMITTED UNTIL
--------- -------------- -----------------
Invesco Charter Fund July 1, 2007 February 28, 2015
Invesco Diversified Dividend Fund July 1, 2007 February 28, ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Fund July 1, 2007 February 28, 2015
AIM FUNDS GROUP (INVESCO FUNDS GROUP)
-------------------------------------
FUND EFFECTIVE DATE COMMITTED UNTIL
---- -------------- ---------------
Invesco European Small Company Fund July 1, 2007 April 30, 2015
Invesco Global Core Equity Fund July 1, 2007 April 30, 2015
Invesco International Small Company Fund July 1, 2007 April 30, 2015
Invesco Small Cap Equity Fund July 1, 2007 April 30, 2015
AIM GROWTH SERIES (INVESCO GROWTH SERIES)
-----------------------------------------
FUND EFFECTIVE DATE COMMITTED UNTIL
---- ----------------- ---------------
Invesco Convertible Securities Fund February 12, 2010 April 30, 2015
Invesco Global Low Volatility Equity Yield Fund July 1, 2007 April 30, 2015
Invesco Mid Cap Core Equity Fund July 1, 2007 April 30, 2015
Invesco Multi-Asset Inflation Fund April 30, 2014 April 30, 2015
Invesco Small Cap Growth Fund July 1, 2007 April 30, ▇▇▇▇
▇▇▇▇▇▇▇ ▇.▇. Mortgage Fund February 12, 2010 April 30, 2015
AIM INTERNATIONAL MUTUAL FUNDS (INVESCO INTERNATIONAL MUTUAL FUNDS)
-------------------------------------------------------------------
FUND EFFECTIVE DATE COMMITTED UNTIL
---- -------------- -----------------
Invesco Asia Pacific Growth Fund July 1, 2007 February 28, 2015
Invesco European Growth Fund July 1, 2007 February 28, 2015
Invesco Global Growth Fund July 1, 2007 February 28, 2015
Invesco Global Opportunities Fund August 3, 2012 February 28, 2015
Invesco Global Small & Mid Cap Growth Fund July 1, 2007 February 28, 2015
Invesco International Core Equity Fund July 1, 2007 February 28, 2015
Invesco International Growth Fund July 1, 2007 February 28, 2015
Invesco Select Opportunities Fund August 3, 2012 February 28, 2015
AIM INVESTMENT FUNDS (INVESCO INVESTMENT FUNDS)
-----------------------------------------------
FUND EFFECTIVE DATE COMMITTED UNTIL
---- ------------------ -----------------
Invesco All Cap Market Neutral Fund December 17, 2013 December 31, 2015
Invesco Balanced-Risk Allocation Fund/1/ May 29, 2009 February 28, 2015
Invesco Balanced-Risk Commodity Strategy Fund/2/ November 29, 2010 February 28, 2015
Invesco China Fund July 1, 2007 February 28, 2015
Invesco Developing Markets Fund July 1, 2007 February 28, 2015
Invesco Emerging Markets Equity Fund May 11, 2011 February 28, 2015
Invesco Emerging Market Local Currency Debt Fund June 14, 2010 February 28, 2015
Invesco Endeavor Fund July 1, 2007 February 28, 2015
Invesco Global Health Care Fund July 1, 2007 February 28, 2015
Invesco Global Infrastructure Fund May 2, 2014 May 31, 2015
Invesco Global Market Neutral Fund December 17, 2013 December 31, 2015
Invesco Global Markets Strategy Fund/3/ September 25, 2012 February 28, 2015
Invesco Global Targeted Returns Fund/4/ December 17, 2013 December 31, 2015
Invesco International Total Return Fund July 1, 2007 February 28, 2015
Invesco Long/Short Equity Fund December 17, 2013 December 31, 2015
Invesco Low Volatility Emerging Markets Fund December 17, 2013 December 31, 2015
Invesco Macro International Equity Fund December 17, 2013 December 31, 2015
Invesco Macro Long/Short Fund December 17, 2013 December 31, 2015
Invesco Pacific Growth Fund February 12, 2010 February 28, 2015
Invesco Premium Income Fund December 13, 2011 February 28, 2015
Invesco Select Companies Fund July 1, 2007 February 28, 2015
Invesco Strategic Income Fund May 2, 2014 May 31, 2015
AIM INVESTMENT SECURITIES FUNDS (INVESCO INVESTMENT SECURITIES FUNDS)
---------------------------------------------------------------------
FUND EFFECTIVE DATE COMMITTED UNTIL
---- ----------------- ---------------
Invesco Corporate Bond Fund February 12, 2010 June 30, 2014
Invesco Global Real Estate Fund July 1, 2007 June 30, 2014
Invesco High Yield Fund July 1, 2007 June 30, 2014
Invesco Limited Maturity Treasury Fund July 1, 2007 June 30, 2014
Invesco Money Market Fund July 1, 2007 June 30, 2014
Invesco Real Estate Fund July 1, 2007 June 30, 2014
Invesco Short Term Bond Fund July 1, 2007 June 30, ▇▇▇▇
▇▇▇▇▇▇▇ ▇.▇. Government Fund July 1, 2007 June 30, 2014
--------
/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.
Sub-Item 77Q1(e)
AIM SECTOR FUNDS (INVESCO SECTOR FUNDS)
---------------------------------------
FUND EFFECTIVE DATE COMMITTED UNTIL
---- ----------------- ---------------
Invesco American Value Fund February 12, 2010 June 30, 2014
Invesco ▇▇▇▇▇▇▇▇ Fund February 12, 2010 June 30, 2014
Invesco Energy Fund July 1, 2007 June 30, 2014
Invesco Dividend Income Fund July 1, 2007 June 30, 2014
Invesco Gold & Precious Metals Fund July 1, 2007 June 30, 2014
Invesco Mid Cap Growth Fund February 12, 2010 June 30, 2014
Invesco Small Cap Value Fund February 12, 2010 June 30, 2014
Invesco Technology Fund July 1, 2007 June 30, 2014
Invesco Technology Sector Fund February 12, 2010 June 30, 2014
Invesco Value Opportunities Fund February 12, 2010 June 30, 2014
AIM TAX-EXEMPT FUNDS (INVESCO TAX-EXEMPT FUNDS)
-----------------------------------------------
FUND EFFECTIVE DATE COMMITTED UNTIL
---- ----------------- ---------------
Invesco High Yield Municipal Fund February 12, 2010 June 30, 2014
Invesco Intermediate Term Municipal Income Fund February 12, 2010 June 30, 2014
Invesco Municipal Income Fund February 12, 2010 June 30, 2014
Invesco New York Tax Free Income Fund February 12, 2010 June 30, 2014
Invesco Tax-Exempt Cash Fund July 1, 2007 June 30, 2014
Invesco Tax-Free Intermediate Fund July 1, 2007 June 30, 2014
AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)
---------------------------------------------------------------
FUND EFFECTIVE DATE COMMITTED UNTIL
---- ----------------- ---------------
Invesco V.I. American Franchise Fund February 12, 2010 April 30, 2015
Invesco V.I. American Value Fund February 12, 2010 April 30, 2015
Invesco V.I. Balanced-Risk Allocation Fund/5/ December 22, 2010 April 30, 2015
Invesco V.I. ▇▇▇▇▇▇▇▇ Fund February 12, 2010 April 30, 2015
Invesco V.I. Core Equity Fund July 1, 2007 April 30, 2015
Invesco V.I. Diversified Dividend Fund February 12, 2010 April 30, 2015
Invesco V.I. Diversified Income Fund July 1, 2007 April 30, 2015
Invesco V.I. Equally-Weighted S&P 500 Fund February 12, 2010 April 30, 2015
Invesco V.I. Equity and Income Fund February 12, 2010 April 30, 2015
Invesco V.I. Global Core Equity Fund February 12, 2010 April 30, 2015
Invesco V.I. Global Health Care Fund July 1, 2007 April 30, 2015
Invesco V.I. Global Real Estate Fund July 1, 2007 April 30, 2015
Invesco V.I. Government Securities Fund July 1, 2007 April 30, 2015
Invesco V.I. Growth and Income Fund February 12, 2010 April 30, 2015
Invesco V.I. High Yield Fund July 1, 2007 April 30, 2015
Invesco V.I. International Growth Fund July 1, 2007 April 30, 2015
Invesco V.I. Mid Cap Core Equity Fund July 1, 2007 April 30, 2015
Invesco V.I. Mid Cap Growth Fund February 12, 2010 April 30, 2015
Invesco V.I. Money Market Fund July 1, 2007 April 30, 2015
Invesco V.I. S&P 500 Index Fund February 12, 2010 April 30, 2015
Invesco V.I. Small Cap Equity Fund July 1, 2007 April 30, 2015
Invesco V.I. Technology Fund July 1, 2007 April 30, 2015
Invesco V.I. Managed Volatility Fund July 1, 2007 April 30, 2015
Invesco V.I. Value Opportunities Fund July 1, 2007 April 30, 2015
/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 SECURITIES TRUST
------------------------
FUND EFFECTIVE DATE COMMITTED UNTIL
---- ---------------- -----------------
Invesco Balanced-Risk Aggressive Allocation Fund January 16, 2013 February 28, 2015
CLOSED-END FUNDS
----------------
FUND EFFECTIVE DATE COMMITTED UNTIL
---- -------------- ---------------
Invesco Municipal Income Opportunities Trust June 1, 2010 June 30, 2014
Invesco Quality Municipal Income Trust June 1, 2010 June 30, 2014
Invesco Value Municipal Income Trust June 1, 2010 June 30, 2014
Sub-Item 77Q1(e)
AMENDMENT NO. 1
TO
SUB-ADVISORY CONTRACT
This Amendment dated as of July 30, 2012, amends the Sub-Advisory Contract
(the "Contract") between Invesco Advisers, Inc. (the "Advisor") and Invesco
PowerShares Capital Management LLC (the "Sub-Advisor").
WHEREAS, the parties agree to amend the Contract to add AIM International
Mutual Fund (Invesco International Mutual Funds), on behalf of its portfolios,
Invesco Global Opportunities Fund and Invesco Global Select Companies Fund (the
"Funds");
NOW THEREFORE, in consideration of the promises and the mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. The Contract is hereby amended to add AIM International Mutual Fund
(Invesco International Mutual Funds) and to add the Funds as the
recipients of the sub-advisory services by revising recital A) at the
beginning of the Contract to read as follows:
The Advisor has entered into an investment advisory agreement with AIM
Investment Funds (Invesco Investment Funds) ("AIF") and AIM
International Mutual Funds (Invesco International Mutual Funds) ("AIMF")
(collectively, the "Trust"), open-end management investment companies
registered under the Investment Company Act of 1940, as amended (the
"1940 Act"), with respect to, among others, the Invesco Premium Income
Fund (as a series portfolio of AIF), the Invesco Global Opportunities
Fund and the Invesco Global Select Companies Fund (as series portfolios
of AIMF) (collectively, the "Fund"); ; and
2. All other terms and provisions of the Contract not amended shall remain
in full force and effect.
J-1
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.
ADVISOR
BY: /s/ ▇▇▇▇ ▇. ▇▇▇▇
-------------------------
NAME: ▇▇▇▇ ▇. ▇▇▇▇
TITLE: SENIOR VICE PRESIDENT
2
INVESCO POWERSHARES CAPITAL MANAGEMENT LLC
Sub-Advisor
BY: ------------------------------
NAME: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
TITLE: MANAGING DIRECTOR OF GLOBAL ETFS
3
Sub-Item 77Q1(e)
AMENDMENT NO. 2
TO
SUB-ADVISORY CONTRACT
This Amendment dated as of September 25, 2012, amends the Sub-Advisory
Contract (the "Contract") between Invesco Advisers, Inc. (the "Advisor") and
Invesco PowerShares Capital Management LLC (the "Sub-Advisor").
WHEREAS, the parties agree to amend the Contract to add Invesco Global
Markets Strategy Fund, a series portfolio of AIM Investment Funds (Invesco
Investment Funds); NOW THEREFORE, in consideration of the promises and the
mutual covenants herein contained, it is agreed between the parties hereto as
follows:
1. The Contract is hereby amended to Invesco Global Markets Strategy Fund
as a recipients of the sub-advisory services by revising recital A) at
the beginning of the Contract to read as follows:
The Advisor has entered into an investment advisory agreement with AIM
Investment Funds (Invesco Investment Funds) ("AIF") and AIM
International Mutual Funds (Invesco International Mutual Funds) ("AIMF")
(collectively, the "Trust"), open-end management investment companies
registered under the Investment Company Act of 1940, as amended (the
"1940 Act"), with respect to, among others, the Invesco Premium Income
Fund, Invesco Global Markets Strategy Fund (series portfolios of AIF),
the Invesco Global Opportunities Fund and the Invesco Global Select
Companies Fund (series portfolios of AIMF) (collectively, the "Fund");
and
2. All other terms and provisions of the Contract not amended shall remain
in full force and effect.
J-1
Sub-Item 77Q1(e)
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.
ADVISOR
BY: /s/ ▇▇▇▇ ▇. ▇▇▇▇
-------------------------
NAME: ▇▇▇▇ ▇. ▇▇▇▇
TITLE: SENIOR VICE PRESIDENT
2
Sub-Item 77Q1(e)
INVESCO POWERSHARES CAPITAL MANAGEMENT LLC
Sub-Advisor
BY: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------
NAME: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
TITLE: MANAGING DIRECTOR OF GLOBAL ETFS
3
Sub-Item 77Q1(e)
AMENDMENT NO. 3
TO
SUB-ADVISORY CONTRACT
This Amendment dated as of February 25, 2013, amends the Sub-Advisory
Contract (the "Contract") between Invesco Advisers, Inc. (the "Advisor") and
Invesco PowerShares Capital Management LLC (the "Sub-Advisor").
WHEREAS, the parties agree to amend the Contract to add Invesco Securities
Trust , on behalf of its portfolio, Invesco Balanced-Risk Aggressive Allocation
Fund (the "Fund");
NOW THEREFORE, in consideration of the promises and the mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. The Contract is hereby amended to add Invesco Securities Trust to the
Contract and to add the Fund as a recipient of the sub-advisory services
by revising recital A) at the beginning of the Agreement to read as
follows:
The Advisor has entered into an investment advisory agreement with AIM
Investment Funds (Invesco Investment Funds) ("AIF"), AIM International
Mutual Funds (Invesco International Mutual Funds) ("AIMF") and Invesco
Securities Trust ("IST") (collectively, the "Trusts"), open-end
management investment companies registered under the Investment Company
Act of 1940, as amended (the "1940 Act"), with respect to, among others,
the Invesco Premium Income Fund and Invesco Global Markets Strategy Fund
(series portfolios of AIF), the Invesco Global Opportunities Fund and
the Invesco Global Select Companies Fund (series portfolios of AIMF) and
Invesco Balanced-Risk Aggressive Allocation Fund (a series portfolio of
IST) (collectively, the "Funds"); and
2. All other terms and provisions of the Contract not amended shall remain
in full force and effect.
J-1
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.
ADVISOR
BY: /s/ ▇▇▇▇ ▇. ▇▇▇▇
-------------------------
NAME: ▇▇▇▇ ▇. ▇▇▇▇
TITLE: SENIOR VICE PRESIDENT
2
INVESCO POWERSHARES CAPITAL MANAGEMENT LLC
Sub-Advisor
BY: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------
NAME: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
TITLE: MANAGING DIRECTOR OF GLOBAL ETFS
3
Sub-Item 77Q1(e)
AMENDMENT NO. 4
TO
SUB-ADVISORY CONTRACT
This Amendment dated as of December 16, 2013, amends the Sub-Advisory
Contract (the "Contract") between Invesco Advisers, Inc. (the "Advisor") and
Invesco PowerShares Capital Management LLC (the "Sub-Advisor").
WHEREAS, the parties agree to amend the Contract to add Invesco All Cap
Market Neutral Fund, Invesco Global Market Neutral Fund, Invesco Global
Targeted Returns Fund, Invesco Long/Short Equity Fund, Invesco Low Volatility
Emerging Markets Fund, Invesco Macro International Equity Fund and Invesco
Macro Long/Short Fund, series portfolios of AIM Investment Funds (Invesco
Investment Funds) and to change the name of Invesco Global Select Companies
Fund to Invesco Select Opportunities Fund (the "Funds");
NOW THEREFORE, in consideration of the promises and the mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. The Contract is hereby amended to add Invesco Securities Trust to the
Contract and to add the Fund as a recipient of the sub-advisory services
by revising recital A) at the beginning of the Agreement to read as
follows:
The Advisor has entered into an investment advisory agreement with AIM
Investment Funds (Invesco Investment Funds) ("AIF"), AIM International
Mutual Funds (Invesco International Mutual Funds) ("AIMF") and Invesco
Securities Trust ("IST") (collectively, the "Trusts"), open-end
management investment companies registered under the Investment Company
Act of 1940, as amended (the "1940 Act"), with respect to, among others,
the Invesco Premium Income Fund, Invesco Global Markets Strategy Fund,
Invesco Macro International Equity Fund, Invesco Macro Long/Short Fund,
Invesco Global Market Neutral Fund, Invesco Global Targeted Returns
Fund, Invesco Low Volatility Emerging Markets Fund, Invesco All Cap
Market Neutral Fund and Invesco Long/Short Equity Fund (series
portfolios of AIF), the Invesco Global Opportunities Fund and the
Invesco Select Opportunities Fund (series portfolios of AIMF) and
Invesco Balanced-Risk Aggressive Allocation Fund (a series portfolio of
IST) (collectively, the "Funds"); and
2. All other terms and provisions of the Contract not amended shall remain
in full force and effect.
J-1
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.
ADVISOR
BY: /s/ ▇▇▇▇ ▇. ▇▇▇▇
-------------------------
NAME: ▇▇▇▇ ▇. ▇▇▇▇
TITLE: SENIOR VICE PRESIDENT
2
INVESCO POWERSHARES CAPITAL MANAGEMENT LLC
Sub-Advisor
BY: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
-------------------------
NAME: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
TITLE: MANAGING DIRECTOR OF US
STRATEGY AND MARKETING
3
Sub-Item 77Q1(e)
AMENDMENT NO. 5
TO
SUB-ADVISORY CONTRACT
This Amendment dated as of April 22, 2014, amends the Sub-Advisory Contract
(the "Contract") between Invesco Advisers, Inc. (the "Advisor") and Invesco
PowerShares Capital Management LLC (the "Sub-Advisor").
WHEREAS, the parties agree to amend the Contract to add Invesco Global
Infrastructure Fund, Invesco MLP Fund and Invesco Strategic Income Fund, series
portfolios of AIM Investment Funds (Invesco Investment Funds) and Invesco
Strategic Real Return, a series portfolio of AIM Counselor Series Trust
(Invesco Counselor Series Trust) (the "Funds");
NOW THEREFORE, in consideration of the promises and the mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. The Contract is hereby amended to add the Funds as a recipient of the
sub-advisory services by revising recital A) at the beginning of the
Agreement to read as follows:
The Advisor has entered into an investment advisory agreement with AIM
Counselor Series Trust (Invesco Counselor Series Trust) ("ACST"), AIM
Investment Funds (Invesco Investment Funds) ("AIF"), AIM International
Mutual Funds (Invesco International Mutual Funds) ("AIMF") and Invesco
Securities Trust ("IST") (collectively, the "Trusts"), open-end
management investment companies registered under the Investment Company
Act of 1940, as amended (the "1940 Act"), with respect to, among others,
the Invesco Strategic Real Return (a series portfolio of ACST), Invesco
Premium Income Fund, Invesco Global Markets Strategy Fund, Invesco Macro
International Equity Fund, Invesco Macro Long/Short Fund, Invesco Global
Market Neutral Fund, Invesco Global Targeted Returns Fund, Invesco Low
Volatility Emerging Markets Fund, Invesco All Cap Market Neutral Fund,
Invesco Long/Short Equity Fund, Invesco Global Infrastructure Fund,
Invesco MLP Fund and Invesco Strategic Income Fund (series portfolios of
AIF), the Invesco Global Opportunities Fund and the Invesco Select
Opportunities Fund (series portfolios of AIMF) and Invesco Balanced-Risk
Aggressive Allocation Fund (a series portfolio of IST) (collectively,
the "Funds"); and
2. All other terms and provisions of the Contract not amended shall remain
in full force and effect.
J-1
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.
ADVISOR
BY: /s/ ▇▇▇▇ ▇. ▇▇▇▇
-------------------------
NAME: ▇▇▇▇ ▇. ▇▇▇▇
TITLE: SENIOR VICE PRESIDENT
2
INVESCO POWERSHARES CAPITAL MANAGEMENT LLC
Sub-Advisor
BY: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
-------------------------
NAME: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
TITLE: MANAGING DIRECTOR OF US
STRATEGY AND MARKETING
3
Sub-Item 77Q1(e)
SUB-ADVISORY CONTRACT
This contract is made as of December 14, 2011, by and among Invesco
Advisers, Inc. (the "Advisor") and Invesco PowerShares Capital Management LLC
(the "Sub-Advisor").
WHEREAS:
A) The Advisor has entered into an investment advisory agreement with AIM
Investment Funds (Invesco Investment Funds) (the "Trust"), an open-end
management investment company registered under the Investment Company
Act of 1940, as amended (the "1940 Act"), with respect to, among others,
the Invesco Premium Income Fund (the "Fund");
B) The Advisor is authorized to delegate any or all of its rights, duties
and obligations under investment advisory agreements to sub-advisors,
including sub-advisors that are affiliated with the Advisor;
C) The Sub-Advisor represents that it is registered with the U.S.
Securities and Exchange Commission ("SEC") as an investment advisor
under the Investment Advisers Act of 1940 ("Advisers Act"), 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
advisor; and
D) The Sub-Advisor has been formed in part for the purpose of researching
and compiling information and recommendations 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 Advisor hereby appoints the Sub-Advisor as a sub-advisor of
the Fund for the period and on the terms set forth herein. The Sub-Advisor
accepts such appointment and agrees to render the services herein set forth,
for the compensation herein provided.
2. DUTIES AS SUB-ADVISOR. Subject to paragraph 7 below, the Advisor may, in its
discretion, appoint the 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 the Sub-Advisor shall be as agreed upon from time to time by the
Advisor and the Sub-Advisor. The Sub-Advisor shall pay the salaries and fees of
all its personnel performing services for the Fund related to research,
statistical and investment activities.
(a) Investment Advice. If and to the extent requested by the Advisor, the
-----------------
Sub-Advisor shall provide investment advice to the Fund and the Advisor 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 Advisor with such factual information, research reports and
investment recommendations as the Advisor may reasonably require.
(b) Order Execution. If and to the extent requested by the Advisor, the
---------------
Sub-Advisor shall place orders for the purchase and sale of portfolio
securities or other investments for the Fund. In so doing, the Sub-Advisor
agrees that it shall comply with paragraph 3 below.
(c) Discretionary Investment Management. If and to the extent requested by
-----------------------------------
the Advisor, the Sub-Advisor shall, subject to the supervision of the Trust's
Board of Trustees (the "Board") and the Advisor, manage all or a portion of the
investments of the Fund in accordance with the investment objectives, policies
and limitations provided in the Trust's Registration Statement and such other
limitations as the Trust or the Advisor may impose with respect to the Fund by
notice to the Sub-Advisor and otherwise in accordance with paragraph 5 below.
With respect to the portion of the investments of the Fund, the Sub-Advisor is
authorized to: (i) make investment decisions on behalf of the Fund with
J-1
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-Advisor may select; and (iii) upon the request of the Advisor, 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, the Sub-Advisor 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 the Sub-Advisor shall at all times be subject to the control and
direction of the Advisor and the Board.
3. BROKER-DEALER RELATIONSHIPS. The Sub-Advisor agrees that, in placing orders
with brokers and dealers, it will attempt to obtain the best net result in
terms of price and execution under the circumstances. Consistent with this
obligation, the Sub-Advisor 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 Advisor's other clients, or the Sub-Advisor's other
clients with research, analysis, advice and similar services. The Sub-Advisor
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 the Sub-Advisor 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 Advisor and the Sub-Advisor 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-Advisor,
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-Advisor simultaneously places orders
to purchase or sell the same security on behalf of the Fund and one or more
other accounts advised by the Sub-Advisor, 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. The Sub-Advisor will maintain all required books and
records with respect to the securities transactions of the Fund, and will
furnish the Board and the Advisor with such periodic and special reports as the
Board or the Advisor reasonably may request. The Sub-Advisor hereby agrees that
all records which it maintains for the Advisor are the property of the Advisor,
and agrees to preserve for the periods prescribed by applicable law any records
which it maintains for the Advisor and which are required to be maintained, and
further agrees to surrender promptly to the Advisor any records which it
maintains for the Advisor upon request by the Advisor.
5. FURTHER DUTIES.
(a) In all matters relating to the performance of this Contract, the
Sub-Advisor will act in conformity with the Agreement and Declaration of Trust,
By-Laws and Registration Statement of the Trust and with the instructions and
directions of the Advisor 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) The Sub-Advisor shall maintain compliance procedures for the Fund that
it and the Advisor reasonably believe are adequate to ensure compliance with
the federal securities laws (as defined in Rule 38a-1 under the ▇▇▇▇ ▇▇▇) and
the investment objective(s) and policies as stated in the Fund's prospectus and
statement of additional information. The Sub-Advisor at its expense will
provide the Advisor or the Trust'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, the Sub-Advisor
will promptly report to the Advisor any material violations of the federal
securities laws (as defined in Rule 38a-1 under the ▇▇▇▇ ▇▇▇) that it is or
should be aware of or of any material violation of the Sub-Advisor's compliance
policies and procedures that pertain to the Fund.
(c) The Sub-Advisor at its expense will make available to the Board and the
Advisor at reasonable times its portfolio managers and other appropriate
personnel, either in person or, at the
2
mutual convenience of the Advisor and the Sub-Advisor, 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 Advisor
regarding the Fund's investment affairs, including economic, statistical and
investment matters related to the Sub-Advisor's duties hereunder, and will
provide periodic reports to the Advisor relating to the investment strategies
it employs. The Sub-Advisor and its personnel shall also cooperate fully with
counsel and auditors for, and the Chief Compliance Officer of, the Advisor and
the Trust.
(d) The Sub-Advisor will assist in the fair valuation of portfolio
securities held by the Fund. The Sub-Advisor will use its reasonable efforts to
provide, based upon its own expertise, and to arrange with parties independent
of the Sub-Advisor such as broker-dealers for the provision of, valuation
information or prices for securities for which prices are deemed by the Advisor
or the Trust's administrator not to be readily available in the ordinary course
of business from an automated pricing service. In addition, the Sub-Advisor
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 Advisor 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) The Sub-Advisor 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 Advisors Act and has provided the Advisor
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 Advisor, but in any event
no less frequently than annually, the Sub-Advisor will supply the Advisor a
written report that (A) describes any issues arising under the code of ethics
or procedures since the Sub-Advisor'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-Advisor's code of ethics are reasonably designed to
prevent "access persons" from violating the code of ethics.
(f) Upon request of the Advisor, the Sub-Advisor will review draft reports
to shareholders and other documents provided or available to it and provide
comments on a timely basis. In addition, the Sub-Advisor and each officer and
portfolio manager thereof designated by the Advisor will provide on a timely
basis such certifications or sub-certifications as the Advisor may reasonably
request in order to support and facilitate certifications required to be
provided by the Trust'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 Trust as the Advisor, on
behalf of the Trust, deems are reasonably necessary.
(g) Unless otherwise directed by the Advisor or the Board, the Sub-Advisor
will vote all proxies received in accordance with the Advisor's proxy voting
policy or, if the Sub-Advisor has a proxy voting policy approved by the Board,
the Sub-Advisor's proxy voting policy. The Sub-Advisor 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) The Sub-Advisor 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 Advisor with such information upon request of the Advisor.
6. SERVICES NOT EXCLUSIVE. The services furnished by the Sub-Advisor hereunder
are not to be deemed exclusive and the Sub-Advisor 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 the Sub-Advisor, who may also be a
Trustee, officer or employee of the Trust, 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.
3
7. USE OF SUBSIDIARIES AND AFFILIATES. The Sub-Advisor 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, as the Sub-Advisor 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 ▇▇▇▇ ▇▇▇) 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 the Fund's outstanding voting securities.
8. COMPENSATION.
(a) The only fees payable to the Sub-Advisors under this Contract are for
providing discretionary investment management services pursuant to paragraph
2(c) above. For such services, the Advisor will pay the Sub-Advisor a fee,
computed daily and paid monthly, equal to (i) 40% of the monthly compensation
that the Advisor receives from the Trust pursuant to its advisory agreement
with the Trust, multiplied by (ii) the fraction equal to the net assets of the
Fund as to which the Sub-Advisor 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 Advisor, 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-Advisor under this Contract exceed 40% of the monthly compensation that the
Advisor receives from the Trust pursuant to its advisory agreement with the
Trust, as reduced to reflect contractual or voluntary fee waivers or expense
limitations by the Advisor, 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 the Sub-Advisor 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 the Fund would otherwise be obligated to
pay to the Advisor is reduced because of contractual or voluntary fee waivers
or expense limitations by the Advisor, the fee payable to the Sub-Advisor
pursuant to paragraph 8 above shall be reduced proportionately; and to the
extent that the Advisor reimburses the Fund as a result of such expense
limitations, the Sub-Advisor shall reimburse the Advisor that proportion of
such reimbursement payments which the fee payable to the Sub-Advisor pursuant
to paragraph 8 above bears to the advisory fee under this Contract.
10. LIMITATION OF LIABILITY OF SUB-ADVISOR AND INDEMNIFICATION. The Sub-Advisor
shall not be liable for any costs or liabilities arising from any error of
judgment or mistake of law or any loss suffered by the Fund or the Trust 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 the Sub-Advisor in the performance of its duties or from reckless disregard
by the Sub-Advisor of its obligations and duties under this Contract. Any
person, even though also an officer, partner, employee, or agent of the
Sub-Advisor, who may be or become a Trustee, officer, employee or agent of the
Trust, shall be deemed, when rendering services to a Fund or the Trust or
acting with respect to any business of a Fund or the Trust, to be rendering
such service to or acting solely for the Fund or the Trust and not as an
officer, partner, employee, or agent or one under the control or direction of
the Sub-Advisor even though paid by it.
4
11. DURATION AND TERMINATION.
(a) This Contract shall become effective with respect to the Sub-Advisor
upon the later of the date hereabove written and the date that the Sub-Advisor
is registered with the SEC as an investment advisor under the Advisors Act, if
the Sub-Advisor 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 ▇▇▇▇ ▇▇▇.
(b) Unless sooner terminated as provided herein, this Contract shall
continue in force and effect until [June 30, 2012]. Thereafter, if not
terminated, 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 the Fund.
(c) Notwithstanding the foregoing, 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 the Sub-Advisor; or (ii) by the Advisor on sixty days'
written notice to the Sub-Advisor; or (iii) by the Sub-Advisor on sixty days'
written notice to the Trust. Should this Contract be terminated with respect to
the Sub-Advisor, the Advisor shall assume the duties and responsibilities of
the Sub-Advisor unless and until the Advisor appoints another Sub-Advisor to
perform such duties and responsibilities. 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 Trust and the Advisor shall be ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇. Until further notice to the other party, it is
agreed that the address the Sub-Advisor shall be ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
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. 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 Advisors Act shall be resolved
by reference to such term or provision of the 1940 Act or the Advisors 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 Advisors 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.
5
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.
ADVISOR
BY: /s/ ▇▇▇▇ ▇. ▇▇▇▇
-------------------------
NAME: ▇▇▇▇ ▇. ▇▇▇▇
TITLE: SENIOR VICE PRESIDENT
6
INVESCO POWERSHARES CAPITAL MANAGEMENT LLC
Sub-Advisor
BY: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------
NAME: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
TITLE: MANAGING DIRECTOR OF
GLOBAL ETFS
7