Sub-Item 77Q1(e)
AMENDMENT NO. 1
TO
MASTER INVESTMENT ADVISORY AGREEMENT
THIS Amendment dated December 3, 2012, amends the Master Investment Advisory
Agreement (the "Agreement") dated August 27, 2012, by and between Invesco ▇▇▇
▇▇▇▇▇▇ Pennsylvania Value Municipal Income Trust, a Delaware Statutory Trust
(the "Trust"), and Invesco Advisers, Inc., a Delaware Corporation (the
"Adviser").
RECITALS
WHEREAS, the Trust desires to amend the Agreement to change the name of the
Trust from Invesco ▇▇▇ ▇▇▇▇▇▇ Pennsylvania Value Municipal Income Trust to
Invesco Pennsylvania Value Municipal Income Trust;
NOW THEREFORE, the parties agree as follows:
1. Appendix A is deleted in its entirety and replaced with the following:
"APPENDIX A
COMPENSATION TO THE ADVISER
The Trust shall pay the Adviser, out of its assets, as full compensation for
all services rendered, an advisory fee for the Trust set forth below. Such fee
shall be calculated by applying the following annual rates to the average daily
manage assets of the Trust for the calendar year.
FUND NAME ADVISORY FEE RATE
--------- ------------------------
Invesco Pennsylvania Value Municipal Income Trust .55% on managed assets"
"Managed assets" for this purpose means the Trust's net assets, plus assets
attributable to outstanding preferred shares and the amount of any borrowings
incurred for the purpose of leverage (whether or not such borrowed amounts are
reflected in the Trust's financial statements for purposes of generally
accepted accounting principles).
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in duplicate by their respective officers on the day and year first
written above.
Attest: INVESCO PENNSYLVANIA VALUE
MUNICIPAL INCOME TRUST
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
------------------------------ ----------------------
ASSISTANT SECRETARY Name: ▇▇▇▇ ▇. ▇▇▇▇
(SEAL) Title: Senior Vice President
Attest: INVESCO ADVISERS, INC.
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
------------------------------ ----------------------
ASSISTANT SECRETARY Name: ▇▇▇▇ ▇. ▇▇▇▇
(SEAL) Title: Senior Vice President
2
Sub-Item 77Q1(e)
MEMORANDUM OF AGREEMENT
(AFFILIATED MONEY MARKET FUND ADVISORY FEE WAIVER)
This Memorandum of Agreement is entered into as of the dates indicated on
Exhibit "A" between Invesco Advantage Municipal Income Trust II, Invesco Bond
Fund, Invesco California Value Municipal Income Trust, Invesco Dynamic Credit
Opportunities Fund, Invesco High Income Trust II, Invesco Municipal Opportunity
Trust, Invesco Municipal Trust, Invesco Pennsylvania Value Municipal Income
Trust, Invesco Senior Income Trust, Invesco Senior Loan Fund, Invesco Trust for
Investment Grade Municipals, Invesco Trust for Investment Grade New York
Municipals and Invesco Exchange Fund (each a "Fund" and collectively, the
"Funds") and Invesco Advisers, Inc. ("Invesco").
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 Funds and Invesco agree as follows:
Each Fund and Invesco agree that until the expiration date, if any, of the
commitment set forth on the attached Exhibit "A" occurs, as such Exhibit "A"
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 fund
managed by Invesco or its affiliates 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 Uninvested Cash in an
Affiliated Money Market Fund; and
(c) "Uninvested Cash" - cash available and uninvested by a Fund
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.
Subject to the foregoing paragraphs, each of the Funds and Invesco agree to
review the then-current waivers for each Fund listed on the Exhibit on a date
prior to the Expiration Date to determine whether such waivers should be
amended, continued or terminated. The waivers will expire upon the Expiration
Date unless the Funds and Invesco have agreed to continue them. The Exhibit
will be amended to reflect any such agreement.
Nothing in this Memorandum of Agreement is intended to affect any other
memorandum of agreement executed by any Fund or Invesco with respect to any
other fee waivers, expense reimbursements and/or expense limitations.
IN WITNESS WHEREOF, each Fund and Invesco have entered into this Memorandum
of Agreement as of the dates indicated on Exhibit "A".
INVESCO ADVANTAGE MUNICIPAL INCOME
TRUST II
INVESCO BOND FUND
INVESCO CALIFORNIA VALUE MUNICIPAL
INCOME TRUST
INVESCO DYNAMIC CREDIT OPPORTUNITIES
FUND
INVESCO HIGH INCOME TRUST II
INVESCO MUNICIPAL OPPORTUNITY TRUST
INVESCO MUNICIPAL TRUST
INVESCO PENNSYLVANIA VALUE MUNICIPAL
INCOME TRUST
INVESCO SENIOR INCOME TRUST
INVESCO SENIOR LOAN FUND
INVESCO TRUST FOR INVESTMENT GRADE
MUNICIPALS
INVESCO TRUST FOR INVESTMENT GRADE
NEW YORK MUNICIPALS
INVESCO EXCHANGE FUND
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
------------------------------
Title: Senior Vice President
INVESCO ADVISERS, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
------------------------------
Title: Senior Vice President
2
EXHIBIT "A"
INVESCO ADVANTAGE MUNICIPAL INCOME TRUST II
FUND EFFECTIVE DATE COMMITTED UNTIL
---- -------------- ---------------
Invesco Advantage Municipal Income Trust May 15, 2012 June 30, 2016
INVESCO BOND FUND
FUND EFFECTIVE DATE COMMITTED UNTIL
---- -------------- ---------------
Invesco Bond Fund May 15, 2012 June 30, ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ VALUE MUNICIPAL INCOME TRUST
FUND EFFECTIVE DATE COMMITTED UNTIL
---- -------------- ---------------
Invesco California Value Municipal Income Trust May 15, 2012 June 30, 2016
INVESCO DYNAMIC CREDIT OPPORTUNITIES FUND
FUND EFFECTIVE DATE COMMITTED UNTIL
---- -------------- ---------------
Invesco Dynamic Credit Opportunities Fund May 15, 2012 June 30, 2016
INVESCO HIGH INCOME TRUST II
FUND EFFECTIVE DATE COMMITTED UNTIL
---- -------------- ---------------
Invesco High Income Trust II May 15, 2012 June 30, 2016
INVESCO MUNICIPAL OPPORTUNITY TRUST
FUND EFFECTIVE DATE COMMITTED UNTIL
---- -------------- ---------------
Invesco Municipal Opportunity Trust May 15, 2012 June 30, 2016
INVESCO MUNICIPAL TRUST
FUND EFFECTIVE DATE COMMITTED UNTIL
---- -------------- ---------------
Invesco Municipal Trust May 15, 2012 June 30, ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ VALUE MUNICIPAL INCOME TRUST
FUND EFFECTIVE DATE COMMITTED UNTIL
---- -------------- ---------------
Invesco Pennsylvania Value Municipal Income
Trust May 15, 2012 June 30, 2016
A-1
INVESCO SENIOR INCOME TRUST
FUND EFFECTIVE DATE COMMITTED UNTIL
---- -------------- ---------------
Invesco Senior Income Trust May 15, 2012 June 30, 2016
INVESCO SENIOR LOAN FUND
FUND EFFECTIVE DATE COMMITTED UNTIL
---- -------------- ---------------
Invesco Senior Loan Fund May 15, 2012 June 30, 2016
INVESCO TRUST FOR INVESTMENT GRADE MUNICIPALS
FUND EFFECTIVE DATE COMMITTED UNTIL
---- -------------- ---------------
Invesco Trust for Investment Grade Municipals May 15, 2012 June 30, 2016
INVESCO TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS
FUND EFFECTIVE DATE COMMITTED UNTIL
---- -------------- ---------------
Invesco Trust for Investment Grade New York
Municipals May 15, 2012 June 30, 2016
INVESCO EXCHANGE FUND
FUND EFFECTIVE DATE COMMITTED UNTIL
---- -------------- ---------------
Invesco Exchange Fund May 15, 2012 June 30, 2016
A-2
Sub-Item 77Q1(e)
MEMORANDUM OF AGREEMENT
(AFFILIATED MONEY MARKET FUND ADVISORY FEE WAIVER)
This Memorandum of Agreement is entered into as of the dates indicated on
Exhibit "A" between Invesco Advantage Municipal Income Trust II, Invesco Bond
Fund, Invesco California Value Municipal Income Trust, Invesco Dynamic Credit
Opportunities Fund, Invesco High Income Trust II, Invesco Municipal Opportunity
Trust, Invesco Municipal Trust, Invesco Pennsylvania Value Municipal Income
Trust, Invesco Senior Income Trust, Invesco Senior Loan Fund, Invesco Trust for
Investment Grade Municipals, Invesco Trust for Investment Grade New York
Municipals and Invesco ▇▇▇ ▇▇▇▇▇▇ Exchange Fund (each a "Fund" and
collectively, the "Funds") and Invesco Advisers, Inc. ("Invesco").
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 Funds and Invesco agree as follows:
1. Each Fund and Invesco agree that until the expiration date, if any,
of the commitment set forth on the attached Exhibit "A" occurs, as
such Exhibit "A" 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 fund
managed by Invesco or its affiliates 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 Uninvested Cash in an
Affiliated Money Market Fund; and
(c) "Uninvested Cash" - cash available and uninvested by a Fund
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 Fund nor Invesco may remove or amend the Waiver to a Fund's
detriment prior to requesting and receiving the approval of the Fund's
Board of Trustee/Managing General Partners to remove or amend such
Waiver. Invesco will not have any right to reimbursement of any amount
so waived.
Subject to the foregoing paragraphs, each of the Funds and Invesco agree to
review the then-current waivers for each Fund listed on the Exhibit on a date
prior to the Expiration Date to determine whether such waivers should be
amended, continued or terminated. The waivers will expire upon the Expiration
Date unless the Funds and Invesco have agreed to continue them. The Exhibit
will be amended to reflect any such agreement.
Nothing in this Memorandum of Agreement is intended to affect any other
memorandum of agreement executed by any Fund or Invesco with respect to any
other fee waivers, expense reimbursements and/or expense limitations.
IN WITNESS WHEREOF, each Fund and Invesco have entered into this Memorandum
of Agreement as of the dates indicated on Exhibit "A".
INVESCO ADVANTAGE MUNICIPAL INCOME
TRUST II
INVESCO BOND FUND
INVESCO CALIFORNIA VALUE MUNICIPAL
INCOME TRUST
INVESCO DYNAMIC CREDIT OPPORTUNITIES
FUND
INVESCO HIGH INCOME TRUST II
INVESCO MUNICIPAL OPPORTUNITY TRUST
INVESCO MUNICIPAL TRUST
INVESCO PENNSYLVANIA VALUE MUNICIPAL
INCOME TRUST
INVESCO SENIOR INCOME TRUST
INVESCO SENIOR LOAN FUND
INVESCO TRUST FOR INVESTMENT GRADE
MUNICIPALS
INVESCO TRUST FOR INVESTMENT GRADE
NEW YORK MUNICIPALS
INVESCO ▇▇▇ ▇▇▇▇▇▇ EXCHANGE FUND
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
------------------------------
Title: Senior Vice President
INVESCO ADVISERS, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
------------------------------
Title: Senior Vice President
2
EXHIBIT "A"
INVESCO ADVANTAGE MUNICIPAL INCOME TRUST II
FUND EFFECTIVE DATE COMMITTED UNTIL
---- -------------- ---------------
Invesco Advantage Municipal Income Trust May 15, 2012 June 30, 2014
INVESCO BOND FUND
FUND EFFECTIVE DATE COMMITTED UNTIL
---- -------------- ---------------
Invesco Bond Fund May 15, 2012 June 30, ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ VALUE MUNICIPAL INCOME TRUST
FUND EFFECTIVE DATE COMMITTED UNTIL
---- -------------- ---------------
Invesco California Value Municipal Income Trust May 15, 2012 June 30, 2014
INVESCO DYNAMIC CREDIT OPPORTUNITIES FUND
FUND EFFECTIVE DATE COMMITTED UNTIL
---- -------------- ---------------
Invesco Dynamic Credit Opportunities Fund May 15, 2012 June 30, 2014
INVESCO HIGH INCOME TRUST II
FUND EFFECTIVE DATE COMMITTED UNTIL
---- -------------- ---------------
Invesco High Income Trust II May 15, 2012 June 30, 2014
INVESCO MUNICIPAL OPPORTUNITY TRUST
FUND EFFECTIVE DATE COMMITTED UNTIL
---- -------------- ---------------
Invesco Municipal Opportunity Trust May 15, 2012 June 30, 2014
INVESCO MUNICIPAL TRUST
FUND EFFECTIVE DATE COMMITTED UNTIL
---- -------------- ---------------
Invesco Municipal Trust May 15, 2012 June 30, ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ VALUE MUNICIPAL INCOME TRUST
FUND EFFECTIVE DATE COMMITTED UNTIL
---- -------------- ---------------
Invesco Pennsylvania Value Municipal Income
Trust May 15, 2012 June 30, 2014
A-1
INVESCO SENIOR INCOME TRUST
FUND EFFECTIVE DATE COMMITTED UNTIL
---- -------------- ---------------
Invesco Senior Income Trust May 15, 2012 June 30, 2014
INVESCO SENIOR LOAN FUND
FUND EFFECTIVE DATE COMMITTED UNTIL
---- -------------- ---------------
Invesco Senior Loan Fund May 15, 2012 June 30, 2014
INVESCO TRUST FOR INVESTMENT GRADE MUNICIPALS
FUND EFFECTIVE DATE COMMITTED UNTIL
---- -------------- ---------------
Invesco Trust for Investment Grade Municipals May 15, 2012 June 30, 2014
INVESCO TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS
FUND EFFECTIVE DATE COMMITTED UNTIL
---- -------------- ---------------
Invesco Trust for Investment Grade New York
Municipals May 15, 2012 June 30, 2014
INVESCO ▇▇▇ ▇▇▇▇▇▇ EXCHANGE FUND
FUND EFFECTIVE DATE COMMITTED UNTIL
---- -------------- ---------------
Invesco ▇▇▇ ▇▇▇▇▇▇ Exchange Fund May 15, 2012 June 30, 2014
A-2