<SEC-DOCUMENT>0001193125-15-155414.txt : 20150429
<SEC-HEADER>0001193125-15-155414.hdr.sgml : 20150429
<ACCEPTANCE-DATETIME>20150429120508
ACCESSION NUMBER:		0001193125-15-155414
CONFORMED SUBMISSION TYPE:	NSAR-B
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20150228
FILED AS OF DATE:		20150429
DATE AS OF CHANGE:		20150429
EFFECTIVENESS DATE:		20150429

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Invesco Municipal Opportunity Trust
		CENTRAL INDEX KEY:			0000884152
		IRS NUMBER:				363810337
		STATE OF INCORPORATION:			MA
		FISCAL YEAR END:			1031

	FILING VALUES:
		FORM TYPE:		NSAR-B
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-06567
		FILM NUMBER:		15811053

	BUSINESS ADDRESS:	
		STREET 1:		1555 PEACHTREE STREET, N.E.
		STREET 2:		SUITE 1800
		CITY:			ATLANTA
		STATE:			2Q
		ZIP:			30309
		BUSINESS PHONE:		404-439-3217

	MAIL ADDRESS:	
		STREET 1:		1555 PEACHTREE STREET, N.E.
		STREET 2:		SUITE 1800
		CITY:			ATLANTA
		STATE:			2Q
		ZIP:			30309

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	Invesco Van Kampen Municipal Opportunity Trust
		DATE OF NAME CHANGE:	20100601

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	VAN KAMPEN MUNICIPAL OPPORTUNITY TRUST
		DATE OF NAME CHANGE:	19981006

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	VAN KAMPEN AMERICAN CAPITAL MUNICIPAL OPPORTUNITY TRUST
		DATE OF NAME CHANGE:	19960102
</SEC-HEADER>
<DOCUMENT>
<TYPE>NSAR-B
<SEQUENCE>1
<FILENAME>d897139dnsarb.fil
<DESCRIPTION>NSAR-B - VMO
<TEXT>
      PAGE  1
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001 A000000 INVESCO MUNICIPAL OPPORTUNITY TRUST
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008 D040001 1173
008 A000002 Invesco Asset Management Deutschland GmbH
008 B000002 S
008 C000002 801-67712
008 D010002 Frankfurt
008 D050002 Germany
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008 A000003 Invesco Asset Management Limited
008 B000003 S
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008 B000004 S
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      PAGE  2
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008 D050005 HONG KONG
008 A000006 Invesco Senior Secured Management, Inc.
008 B000006 S
008 C000006 801-38119
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008 D020006 NY
008 D030006 10036
008 D040006 2727
008 A000007 Invesco Canada Ltd.
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022 A000002 J.P. MORGAN SECURITIES INC.
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      PAGE  3
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022 A000004 GOLDMAN, SACHS & CO.
022 B000004 13-5108880
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022 A000005 MORGAN STANLEY & CO., INC.
022 B000005 13-2655998
022 C000005     22598
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022 B000006 06-1031656
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      PAGE  5
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      PAGE  6
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      PAGE  9
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SIGNATURE   KELLI GALLEGOS
TITLE       ASSISTANT  VP & ASSISTANT TREASURER

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77B
<SEQUENCE>2
<FILENAME>d897139dex9977b.txt
<DESCRIPTION>EX-99.77B
<TEXT>
<PAGE>

            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Trustees and Shareholders of Invesco Municipal Opportunity
Trust:

In planning and performing our audits of the financial statements of Invesco
Municipal Opportunity Trust (hereafter referred to as the "Trust") as of and
for the year ended February 28, 2015, in accordance with the standards of the
Public Company Accounting Oversight Board (United States), we considered the
Trust's internal control over financial reporting, including controls over
safeguarding securities, as a basis for designing our auditing procedures for
the purpose of expressing our opinion on the financial statements and to comply
with the requirements of Form N-SAR, but not for the purpose of expressing an
opinion on the effectiveness of the Trust's internal control over financial
reporting. Accordingly, we do not express an opinion on the effectiveness of
the Trust's internal control over financial reporting.

The management of the Trust is responsible for establishing and maintaining
effective internal control over financial reporting. In fulfilling this
responsibility, estimates and judgments by management are required to assess
the expected benefits and related costs of controls. A trust's internal control
over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally
accepted accounting principles. A trust's internal control over financial
reporting includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the trust; (2)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures of the trust
are being made only in accordance with authorizations of management and
trustees of the trust; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use or disposition
of a trust's assets that could have a material effect on the financial
statements.

Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.

A deficiency in internal control over financial reporting exists when the
design or operation of a control does not allow management or employees, in the
normal course of performing their assigned functions, to prevent or detect
misstatements on a timely basis. A material weakness is a deficiency, or a
combination of deficiencies, in internal control over financial reporting, such
that there is a reasonable possibility that a material misstatement of the
Trust's annual or interim financial statements will not be prevented or
detected on a timely basis.

Our consideration of the Trust's internal control over financial reporting was
for the limited purpose described in the first paragraph and would not
necessarily disclose all deficiencies in internal control over financial
reporting that might be material weaknesses under standards established by the
Public Company Accounting Oversight Board (United States). However, we noted no
deficiencies in the Trust's internal control over financial reporting and its
operation, including controls over safeguarding securities that we consider to
be material weaknesses as defined above as of February 28, 2015.

This report is intended solely for the information and use of management and
the Board of Trustees of the Trust and the Securities and Exchange Commission
and is not intended to be and should not be used by anyone other than these
specified parties.

/s/ PricewaterhouseCoopers LLP
Houston, TX
April 27, 2015
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1E
<SEQUENCE>3
<FILENAME>d897139dex9977q1e.txt
<DESCRIPTION>EX-99.77Q1E
<TEXT>
<PAGE>

                                                               Sub-Item 77Q1(e)

                            MEMORANDUM OF AGREEMENT
                            (ADVISORY FEE WAIVERS)

   This Memorandum of Agreement is entered into as of the effective date on the
attached Exhibit A and B (each an "Exhibit" or, collectively the "Exhibits"),
between AIM Counselor Series Trust (Invesco Counselor Series Trust), AIM Equity
Funds (Invesco Equity Funds), AIM Funds Group (Invesco Funds Group), AIM Growth
Series (Invesco Growth Series), AIM International Mutual Funds (Invesco
International Mutual Funds), AIM Investment Funds (Invesco Investment Funds),
AIM Investment Securities Funds (Invesco Investment Securities Funds), AIM
Sector Funds (Invesco Sector Funds), AIM Tax-Exempt Funds (Invesco Tax-Exempt
Funds), AIM Treasurer's Series Trust (Invesco Treasurer's Series Trust), AIM
Variable Insurance Funds (Invesco Variable Insurance Funds), Invesco Advantage
Municipal Income Trust II, Invesco Bond Fund, Invesco California Value
Municipal Income Trust, Invesco Dynamic Credit Opportunities Fund, Invesco
Exchange Fund, Invesco High Income Trust II, Invesco Management Trust, Invesco
Municipal Income Opportunities Trust, Invesco Municipal Opportunity Trust,
Invesco Municipal Trust, Invesco Pennsylvania Value Municipal Income Trust,
Invesco Quality Municipal Income Trust, Invesco Securities Trust, Invesco
Senior Income Trust, Invesco Senior Loan Fund, Invesco Trust for Investment
Grade Municipals, Invesco Trust for Investment Grade New York Municipals and
Invesco Value Municipal Income Trust (each a "Trust" or, collectively, the
"Trusts"), on behalf of the funds listed on the Exhibits to this Memorandum of
Agreement (the "Funds"), and Invesco Advisers, Inc. ("Invesco"). Invesco shall
and hereby agrees to waive fees of the Funds, on behalf of their respective
classes as applicable, severally and not jointly, as indicated in the Exhibits.

   For and in consideration of the mutual terms and agreements set forth herein
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, Invesco agrees that until at least the expiration date
set forth on Exhibit A (the "Expiration Date") and with respect to those Funds
listed on the Exhibit, Invesco will waive its advisory fees at the rate set
forth on the Exhibit.

   For and in consideration of the mutual terms and agreements set forth herein
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the Trusts and Invesco agree as follows:

    1. Invesco agrees that until the expiration date, if any, of the commitment
       set forth on the attached Exhibit B occurs, as such Exhibit B is amended
       from time to time, Invesco will waive advisory fees payable by an
       Investing Fund (defined below) in an amount equal to 100% of the net
       advisory fee Invesco receives on the Uninvested Cash (defined below)
       from the Affiliated Money Market Fund (defined below) in which the
       Investing Fund invests (the "Waiver").

       i.     Invesco's Fund Accounting Group will calculate, and apply, the
              Waiver monthly, based upon the average investment of Uninvested
              Cash made by the Investing Fund during the previous month in an
              Affiliated Money Market Fund.

       ii.    The Waiver will not apply to those Investing Funds that do not
              charge an advisory fee, either due to the terms of their advisory
              agreement, or as a result of contractual or voluntary fee waivers.

       iii.   The Waiver will not apply to cash collateral for securities
              lending.

       For purposes of the paragraph above, the following terms shall have the
       following meanings:

       (a)    "Affiliated Money Market Fund" - any existing or future Trust
              that holds itself out as a money market fund and complies with
              Rule 2a-7 under the Investment Company Act of 1940, as amended;

       (b)    "Investing Fund" - any Fund investing Cash Balances and/or Cash
              Collateral in an Affiliated Money Market Fund; and

       (c)    "Uninvested Cash" - cash available and uninvested by a Trust that
              may result from a variety of sources, including dividends or
              interest received on portfolio securities,

<PAGE>

       unsettled securities transactions, strategic reserves, matured
       investments, proceeds from liquidation of investment securities,
       dividend payments, or new investor capital.

    2. Neither a Trust nor Invesco may remove or amend the Waiver to a Trust's
       detriment prior to the Expiration Date without requesting and receiving
       the approval of the Board of Trustee of the applicable Fund's Trust to
       remove or amend such Waiver. Invesco will not have any right to
       reimbursement of any amount so waived.

   Subject to the foregoing paragraphs, Invesco agrees to review the
then-current waivers for each class of the Funds listed on the Exhibits on a
date prior to the Expiration Date to determine whether such waivers should be
amended, continued or terminated. The waivers will expire upon the Expiration
Date unless Invesco has agreed to continue them. The Exhibits will be amended
to reflect any such agreement.

   It is expressly agreed that the obligations of the Trusts hereunder shall
not be binding upon any of the Trustees, shareholders, nominees, officers,
agents or employees of the Trusts personally, but shall only bind the assets
and property of the Funds, as provided in each Trust's Agreement and
Declaration of Trust. The execution and delivery of this Memorandum of
Agreement have been authorized by the Trustees of each Trust, and this
Memorandum of Agreement has been executed and delivered by an authorized
officer of each Trust acting as such; neither such authorization by such
Trustees nor such execution and delivery by such officer shall be deemed to
have been made by any of them individually or to impose any liability on any of
them personally, but shall bind only the assets and property of the Funds, as
provided in each Trust's Agreement and Declaration of Trust.

   IN WITNESS WHEREOF, each of the Trusts, on behalf of itself and its Funds
listed in Exhibit A and B to this Memorandum of Agreement, and Invesco have
entered into this Memorandum of Agreement as of the Effective Date on the
attached Exhibits.

AIM COUNSELOR SERIES TRUST (INVESCO     INVESCO CALIFORNIA VALUE MUNICIPAL
COUNSELOR SERIES TRUST)                 INCOME TRUST
AIM EQUITY FUNDS (INVESCO EQUITY FUNDS) INVESCO DYNAMIC CREDIT OPPORTUNITIES
AIM FUNDS GROUP (INVESCO FUNDS GROUP)   FUND
AIM GROWTH SERIES (INVESCO GROWTH       INVESCO EXCHANGE FUND
SERIES)                                 INVESCO HIGH INCOME TRUST II
AIM INTERNATIONAL MUTUAL FUNDS          INVESCO MANAGEMENT TRUST
(INVESCO INTERNATIONAL MUTUAL FUNDS)    INVESCO MUNICIPAL INCOME OPPORTUNITIES
AIM INVESTMENT FUNDS (INVESCO           TRUST
INVESTMENT FUNDS)                       INVESCO MUNICIPAL OPPORTUNITY TRUST
AIM INVESTMENT SECURITIES FUNDS         INVESCO MUNICIPAL TRUST
(INVESCO INVESTMENT SECURITIES FUNDS)   INVESCO PENNSYLVANIA VALUE MUNICIPAL
AIM SECTOR FUNDS (INVESCO SECTOR FUNDS) INCOME TRUST
AIM TAX-EXEMPT FUNDS (INVESCO           INVESCO QUALITY MUNICIPAL INCOME TRUST
TAX-EXEMPT FUNDS)                       INVESCO SECURITIES TRUST
AIM TREASURER'S SERIES TRUST (INVESCO   INVESCO SENIOR INCOME TRUST
TREASURER'S SERIES TRUST)               INVESCO SENIOR LOAN FUND
AIM VARIABLE INSURANCE FUNDS (INVESCO   INVESCO TRUST FOR INVESTMENT GRADE
VARIABLE INSURANCE FUNDS)               MUNICIPALS
INVESCO ADVANTAGE MUNICIPAL INCOME      INVESCO TRUST FOR INVESTMENT GRADE NEW
TRUST II                                YORK MUNICIPALS
INVESCO BOND FUND                       INVESCO VALUE MUNICIPAL INCOME TRUST

on behalf of the Funds listed in
the Exhibit to this Memorandum of
Agreement

By:     /s/ John M. Zerr
        --------------------------

Title:  Senior Vice President

INVESCO ADVISERS, INC.

By:     /s/ John M. Zerr
        --------------------------

Title:  Senior Vice President

<PAGE>

<TABLE>
<C>                         <S>                       <C>            <C>
                        EXHIBIT A TO ADVISORY FEE MOA

AIM COUNSELOR SERIES TRUST
(INVESCO COUNSELOR SERIES                                            EXPIRATION
TRUST)                         WAIVER DESCRIPTION     EFFECTIVE DATE    DATE
--------------------------  ------------------------  -------------- ----------
 Invesco Strategic Real        Invesco will waive       4/30/2014    06/30/2016
 Return Fund                  advisory fees in an
                              amount equal to the
                            advisory fees earned on
                             underlying affiliated
                                  investments

AIM INVESTMENT FUNDS                                                 EXPIRATION
(INVESCO INVESTMENT FUNDS      WAIVER DESCRIPTION     EFFECTIVE DATE    DATE
-------------------------   ------------------------  -------------- ----------
 Invesco Global Targeted       Invesco will waive       12/17/2013   06/30/2016
 Returns Fund                 advisory fees in an
                              amount equal to the
                            advisory fees earned on
                             underlying affiliated
                                  investments

 Invesco Strategic             Invesco will waive        5/2/2014    06/30/2016
 Income Fund                  advisory fees in an
                              amount equal to the
                            advisory fees earned on
                             underlying affiliated
                                  investments

 Invesco Unconstrained         Invesco will waive       10/14/2014   06/30/2016
 Bond Fund                    advisory fees in an
                              amount equal to the
                            advisory fees earned on
                             underlying affiliated
                                  investments

AIM TREASURER'S SERIES
TRUST (INVESCO TREASURER'S                                           EXPIRATION
SERIES TRUST)                  WAIVER DESCRIPTION     EFFECTIVE DATE    DATE
--------------------------  ------------------------  -------------- ----------
 Premier Portfolio          Invesco will waive           2/1/2011    12/31/2015
                            advisory fees in the
                            amount of 0.07% of the
                            Fund's average daily net
                            assets

 Premier U.S.               Invesco will waive           2/1/2011    12/31/2015
 Government Money           advisory fees in the
 Portfolio                  amount of 0.07% of the
                            Fund's average daily net
                            assets
</TABLE>

<PAGE>

                                  EXHIBIT "B"

          AIM COUNSELOR SERIES TRUST (INVESCO COUNSELOR SERIES TRUST)

<TABLE>
<CAPTION>
 PORTFOLIO                                   EFFECTIVE DATE    COMMITTED UNTIL
 ---------                                  ------------------ ---------------
 <S>                                        <C>                <C>
 Invesco American Franchise Fund            February 12, 2010  June 30, 2016
 Invesco California Tax-Free Income Fund    February 12, 2010  June 30, 2016
 Invesco Core Plus Bond Fund                  June 2, 2009     June 30, 2016
 Invesco Equally-Weighted S&P 500 Fund      February 12, 2010  June 30, 2016
 Invesco Equity and Income Fund             February 12, 2010  June 30, 2016
 Invesco Floating Rate Fund                   July 1, 2007     June 30, 2016
 Invesco Global Real Estate Income Fund       July 1, 2007     June 30, 2016
 Invesco Growth and Income Fund             February 12, 2010  June 30, 2016
 Invesco Low Volatility Equity Yield Fund     July 1, 2007     June 30, 2016
 Invesco Pennsylvania Tax Free Income Fund  February 12, 2010  June 30, 2016
 Invesco S&P 500 Index Fund                 February 12, 2010  June 30, 2016
 Invesco Small Cap Discovery Fund           February 12, 2010  June 30, 2016
 Invesco Strategic Real Return Fund          April 30, 2014    June 30, 2016
</TABLE>

                    AIM EQUITY FUNDS (INVESCO EQUITY FUNDS)

<TABLE>
<CAPTION>
      PORTFOLIO                          EFFECTIVE DATE  COMMITTED UNTIL
      ---------                          --------------  ---------------
      <S>                                <C>             <C>
      Invesco Charter Fund               July 1, 2007    June 30, 2016
      Invesco Diversified Dividend Fund  July 1, 2007    June 30, 2016
      Invesco Summit Fund                July 1, 2007    June 30, 2016
</TABLE>

                     AIM FUNDS GROUP (INVESCO FUNDS GROUP)

<TABLE>
<CAPTION>
   FUND                                      EFFECTIVE DATE  COMMITTED UNTIL
   ----                                      --------------  ---------------
   <S>                                       <C>             <C>
   Invesco European Small Company Fund       July 1, 2007    June 30, 2016
   Invesco Global Core Equity Fund           July 1, 2007    June 30, 2016
   Invesco International Small Company Fund  July 1, 2007    June 30, 2016
   Invesco Small Cap Equity Fund             July 1, 2007    June 30, 2016
</TABLE>

                   AIM GROWTH SERIES (INVESCO GROWTH SERIES)

<TABLE>
<CAPTION>
FUND                                           EFFECTIVE DATE   COMMITTED UNTIL
----                                          ----------------- ---------------
<S>                                           <C>               <C>
Invesco Alternative Strategies Fund           February 12, 2010  June 30, 2016
Invesco Convertible Securities Fund           February 12, 2010  June 30, 2016
Invesco Global Low Volatility Equity Yield
  Fund                                          July 1, 2007     June 30, 2016
Invesco Mid Cap Core Equity Fund                July 1, 2007     June 30, 2016
Invesco Multi-Asset Inflation Fund            October 14, 2014   June 30, 2016
Invesco Small Cap Growth Fund                   July 1, 2007     June 30, 2016
Invesco U.S. Mortgage Fund                    February 12, 2010  June 30, 2016
</TABLE>

      AIM INTERNATIONAL MUTUAL FUNDS (INVESCO INTERNATIONAL MUTUAL FUNDS)

<TABLE>
<CAPTION>
   FUND                                        EFFECTIVE DATE COMMITTED UNTIL
   ----                                        -------------- ---------------
   <S>                                         <C>            <C>
   Invesco Asia Pacific Growth Fund             July 1, 2007   June 30, 2016
   Invesco European Growth Fund                 July 1, 2007   June 30, 2016
   Invesco Global Growth Fund                   July 1, 2007   June 30, 2016
   Invesco Global Opportunities Fund           August 3, 2012  June 30, 2016
   Invesco Global Small & Mid Cap Growth Fund   July 1, 2007   June 30, 2016
   Invesco International Core Equity Fund       July 1, 2007   June 30, 2016
   Invesco International Growth Fund            July 1, 2007   June 30, 2016
   Invesco Select Opportunities Fund           August 3, 2012  June 30, 2016
</TABLE>

<PAGE>

                AIM INVESTMENT FUNDS (INVESCO INVESTMENT FUNDS)

<TABLE>
<CAPTION>
  FUND                                       EFFECTIVE DATE   COMMITTED UNTIL
  ----                                     ------------------ ---------------
  <S>                                      <C>                <C>
  Invesco All Cap Market Neutral Fund      December 17, 2013   June 30, 2016
  Invesco Balanced-Risk Allocation Fund/1/    May 29, 2009     June 30, 2016
  Invesco Balanced-Risk Commodity
    Strategy Fund/2/                       November 29, 2010   June 30, 2016
  Invesco China Fund                          July 1, 2007     June 30, 2016
  Invesco Developing Markets Fund             July 1, 2007     June 30, 2016
  Invesco Emerging Markets Equity Fund        May 11, 2011     June 30, 2016
  Invesco Emerging Market Local Currency
    Debt Fund                                June 14, 2010     June 30, 2016
  Invesco Endeavor Fund                       July 1, 2007     June 30, 2016
  Invesco Global Health Care Fund             July 1, 2007     June 30, 2016
  Invesco Global Infrastructure Fund          May 2, 2014      June 30, 2016
  Invesco Global Market Neutral Fund       December 17, 2013   June 30, 2016
  Invesco Global Markets Strategy Fund/3/  September 25, 2012  June 30, 2016
  Invesco Global Targeted Returns Fund/4/  December 17, 2013   June 30, 2016
  Invesco International Total Return Fund     July 1, 2007     June 30, 2016
  Invesco Long/Short Equity Fund           December 17, 2013   June 30, 2016
  Invesco Low Volatility Emerging Markets
    Fund                                   December 17, 2013   June 30, 2016
  Invesco Macro International Equity Fund  December 17, 2013   June 30, 2016
  Invesco Macro Long/Short Fund            December 17, 2013   June 30, 2016
  Invesco MLP Fund                          August 29, 2014    June 30, 2016
  Invesco Pacific Growth Fund              February 12, 2010   June 30, 2016
  Invesco Premium Income Fund              December 13, 2011   June 30, 2016
  Invesco Select Companies Fund               July 1, 2007     June 30, 2016
  Invesco Strategic Income Fund               May 2, 2014      June 30, 2016
  Invesco Unconstrained Bond Fund           October 14, 2014   June 30, 2016
</TABLE>

     AIM INVESTMENT SECURITIES FUNDS (INVESCO INVESTMENT SECURITIES FUNDS)

<TABLE>
<CAPTION>
   FUND                                     EFFECTIVE DATE   COMMITTED UNTIL
   ----                                    ----------------- ---------------
   <S>                                     <C>               <C>
   Invesco Corporate Bond Fund             February 12, 2010  June 30, 2016
   Invesco Global Real Estate Fund           July 1, 2007     June 30, 2016
   Invesco High Yield Fund                   July 1, 2007     June 30, 2016
   Invesco Limited Maturity Treasury Fund    July 1, 2007     June 30, 2016
   Invesco Money Market Fund                 July 1, 2007     June 30, 2016
   Invesco Real Estate Fund                  July 1, 2007     June 30, 2016
   Invesco Short Term Bond Fund              July 1, 2007     June 30, 2016
   Invesco U.S. Government Fund              July 1, 2007     June 30, 2016
</TABLE>
--------
/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.

<PAGE>

                    AIM SECTOR FUNDS (INVESCO SECTOR FUNDS)

<TABLE>
<CAPTION>
    FUND                                  EFFECTIVE DATE    COMMITTED UNTIL
    ----                                 ------------------ ---------------
    <S>                                  <C>                <C>
    Invesco American Value Fund          February 12, 2010  June 30, 2016
    Invesco Comstock Fund                February 12, 2010  June 30, 2016
    Invesco Energy Fund                    July 1, 2007     June 30, 2016
    Invesco Dividend Income Fund           July 1, 2007     June 30, 2016
    Invesco Gold & Precious Metals Fund    July 1, 2007     June 30, 2016
    Invesco Mid Cap Growth Fund          February 12, 2010  June 30, 2016
    Invesco Small Cap Value Fund         February 12, 2010  June 30, 2016
    Invesco Technology Fund                July 1, 2007     June 30, 2016
    Invesco Technology Sector Fund       February 12, 2010  June 30, 2016
    Invesco Value Opportunities Fund     February 12, 2010  June 30, 2016
</TABLE>

                AIM TAX-EXEMPT FUNDS (INVESCO TAX-EXEMPT FUNDS)

<TABLE>
<CAPTION>
  FUND                                      EFFECTIVE DATE    COMMITTED UNTIL
  ----                                     ------------------ ---------------
  <S>                                      <C>                <C>
  Invesco High Yield Municipal Fund        February 12, 2010  June 30, 2016
  Invesco Intermediate Term Municipal
    Income Fund                            February 12, 2010  June 30, 2016
  Invesco Municipal Income Fund            February 12, 2010  June 30, 2016
  Invesco New York Tax Free Income Fund    February 12, 2010  June 30, 2016
  Invesco Tax-Exempt Cash Fund               July 1, 2007     June 30, 2016
  Invesco Tax-Free Intermediate Fund         July 1, 2007     June 30, 2016
</TABLE>

        AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)

<TABLE>
<CAPTION>
  FUND                                      EFFECTIVE DATE    COMMITTED UNTIL
  ----                                     ------------------ ---------------
  <S>                                      <C>                <C>
  Invesco V.I. American Franchise Fund     February 12, 2010  June 30, 2016
  Invesco V.I. American Value Fund         February 12, 2010  June 30, 2016
  Invesco V.I. Balanced-Risk Allocation
    Fund/5/                                December 22, 2010  June 30, 2016
  Invesco V.I. Comstock Fund               February 12, 2010  June 30, 2016
  Invesco V.I. Core Equity Fund              July 1, 2007     June 30, 2016
  Invesco V.I. Diversified Dividend Fund   February 12, 2010  June 30, 2016
  Invesco V.I. Diversified Income Fund       July 1, 2007     June 30, 2016
  Invesco V.I. Equally-Weighted S&P 500
    Fund                                   February 12, 2010  June 30, 2016
  Invesco V.I. Equity and Income Fund      February 12, 2010  June 30, 2016
  Invesco V.I. Global Core Equity Fund     February 12, 2010  June 30, 2016
  Invesco V.I. Global Health Care Fund       July 1, 2007     June 30, 2016
  Invesco V.I. Global Real Estate Fund       July 1, 2007     June 30, 2016
  Invesco V.I. Government Securities Fund    July 1, 2007     June 30, 2016
  Invesco V.I. Growth and Income Fund      February 12, 2010  June 30, 2016
  Invesco V.I. High Yield Fund               July 1, 2007     June 30, 2016
  Invesco V.I. International Growth Fund     July 1, 2007     June 30, 2016
  Invesco V.I. Managed Volatility Fund       July 1, 2007     June 30, 2016
  Invesco V.I. Mid Cap Core Equity Fund      July 1, 2007     June 30, 2016
  Invesco V.I. Mid Cap Growth Fund         February 12, 2010  June 30, 2016
  Invesco V.I. Money Market Fund             July 1, 2007     June 30, 2016
  Invesco V.I. S&P 500 Index Fund          February 12, 2010  June 30, 2016
  Invesco V.I. Small Cap Equity Fund         July 1, 2007     June 30, 2016
  Invesco V.I. Technology Fund               July 1, 2007     June 30, 2016
  Invesco V.I. Value Opportunities Fund      July 1, 2007     June 30, 2016
</TABLE>

/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.

<PAGE>

                           INVESCO SECURITIES TRUST

<TABLE>
<CAPTION>
                                                     EFFECTIVE       COMMITTED
FUND                                                   DATE            UNTIL
----                                              ---------------- -------------
<S>                                               <C>              <C>
Invesco Balanced-Risk Aggressive Allocation Fund  January 16, 2013 June 30, 2016
</TABLE>

                           INVESCO MANAGEMENT TRUST

<TABLE>
<CAPTION>
                                             EFFECTIVE     COMMITTED
          FUND                                 DATE          UNTIL
          ----                              ------------ -------------
          <S>                               <C>          <C>
          Invesco Conservative Income Fund  July 1, 2014 June 30, 2016
</TABLE>

                               CLOSED-END FUNDS

<TABLE>
<CAPTION>
                                                     EFFECTIVE     COMMITTED
 FUND                                                  DATE          UNTIL
 ----                                               ------------ -------------
 <S>                                                <C>          <C>
 Invesco Advantage Municipal Income Trust II        May 15, 2012 June 30, 2016
 Invesco Bond Fund                                  May 15, 2012 June 30, 2016
 Invesco California Value Municipal Income Trust    May 15, 2012 June 30, 2016
 Invesco Dynamic Credit Opportunities Fund          May 15, 2012 June 30, 2016
 Invesco Exchange Fund                              May 15, 2012 June 30, 2016
 Invesco High Income Trust II                       May 15, 2012 June 30, 2016
 Invesco Municipal Income Opportunities Trust       June 1, 2010 June 30, 2016
 Invesco Municipal Opportunity Trust                May 15, 2012 June 30, 2016
 Invesco Municipal Trust                            May 15, 2012 June 30, 2016
 Invesco Pennsylvania Value Municipal Income Trust  May 15, 2012 June 30, 2016
 Invesco Quality Municipal Income Trust             June 1, 2010 June 30, 2016
 Invesco Senior Income Trust                        May 15, 2012 June 30, 2016
 Invesco Senior Loan Fund                           May 15, 2012 June 30, 2016
 Invesco Trust for Investment Grade Municipals      May 15, 2012 June 30, 2016
 Invesco Trust for Investment Grade New York
   Municipals                                       May 15, 2012 June 30, 2016
 Invesco Value Municipal Income Trust               June 1, 2010 June 30, 2016
</TABLE>

<PAGE>

                                                               Sub-Item 77Q1(e)

                             TERMINATION AGREEMENT

   This Agreement is made as of January 16, 2015, by and among Invesco
Advisers, Inc. (the "Adviser") and Invesco Australia Limited (the "Subadviser").

                                  BACKGROUND

   The Adviser has entered into an investment advisory agreement with each of
the Trusts (the "Trusts"), each on behalf of itself and its series portfolios,
if any, listed on Schedules A and B hereto, and with Invesco Exchange Fund (the
"Limited Partnership") (collectively, the "Invesco Funds"). The Adviser is
authorized to delegate certain of its rights and obligations under the advisory
agreements to subadvisers and has entered into Master Intergroup Sub-Advisory
Contracts for Mutual Funds with certain affiliated subadvisers including the
Subadviser (the "Subadvisory Contracts").

   Capitalized terms not defined herein, are used as defined in the Subadvisory
Contracts. The Adviser and the Subadviser desire to terminate the Subadvisory
Contracts solely with respect to the Subadviser. Pursuant to Section 11 of the
Subadvisory Contracts, the contracts may be terminated at any time without the
payment of any penalty with sixty (60) days' written notice from the Adviser to
the Subadviser or from the Subadviser to a Trust or to the Limited Partnership.

   Upon termination, the Adviser will assume all the duties and
responsibilities of the Subadviser. The Subadviser has not undertaken any
current duties under the Subadvisory Contracts and has no existing obligations
or responsibilities thereunder. The Adviser and the Subadviser, with notice to
and consent of the Invesco Funds, desire to terminate the Subadvisory Contracts
solely with respect to the Subadviser with immediate effect.

<PAGE>

   NOW, THEREFORE, in consideration of the promises and the mutual covenants
herein contained, it is agreed between the parties hereto, as follows:

   1. Effective on execution of this Agreement, all Subadvisory Contracts are
terminated with respect to the Subadviser.

   2. Notice to and Consent of Invesco Funds. This Agreement provides notice to
each of the Invesco Funds of the termination of the Subadviser. By signing this
Agreement, each Trust, on behalf of itself and its series portfolios, and the
Limited Partnership acknowledge that the Subadvisory Contracts between the
Adviser and the Subadviser will terminate immediately with respect to the
Subadviser, and waives the requirement for sixty (60) days prior notice.

   3. Effect on Other Contracts. For ease of administration, the Subadvisory
Contracts were signed by multiple parties including other subadvisers. It is
understood and agreed that this Termination Agreement only constitutes an
agreement between the Adviser and the Subadviser and in no way releases or
affects any of the other Subadvisers or any other Subadvisory Contracts.

   4. Release. In consideration of the early termination of the Subadvisory
Contracts, the Subadviser releases the Adviser and each of the Invesco Funds
from any conditions or liabilities under the Subadvisory Contracts. The
Subadviser acknowledges that no compensation is due to the Subadviser upon this
release.

                                     - 2 -

<PAGE>

   IN WITNESS WHEREOF, the parties hereto have caused this Termination
Agreement to be executed by their officers as the day and year above first
written.

                                       INVESCO ADVISERS, INC.

                                       By:  /s/ John M. Zerr
                                            ------------------------------------
                                       Name: John M. Zerr
                                       Title: Senior Vice President

                                       INVESCO AUSTRALIA LIMITED

                                       By:  /s/ Nick Burrell /  /s/ Mark Yesberg
                                            ------------------------------------
                                       Name: Nick Burrell / Mark Yesberg
                                       Title: Company Secretary / Director

                                     - 3 -

<PAGE>

NOTICE ACKNOWLEDGED AND CONSENT TO IMMEDIATE TERMINATION

                                          Each Trust (listed on Schedule A) on
                                          behalf of itself and each Fund listed
                                          on Schedule A

                                          By:     /s/ John M. Zerr
                                                  ------------------------------
                                          Name:   John M. Zerr
                                          Title:  Senior Vice President

                                          AIM Treasurer's Series Trust (Invesco
                                          Treasurer's Series Trust), on behalf
                                          of itself and each Portfolio listed
                                          on Schedule B

                                          By:     /s/ John M. Zerr
                                                  ------------------------------
                                          Name:   John M. Zerr
                                          Title:  Senior Vice President

                                          Short-Term Investments Trust, on
                                          behalf of itself and each Portfolio
                                          listed on Schedule B

                                          By:     /s/ John M. Zerr
                                                  ------------------------------
                                          Name:   John M. Zerr
                                          Title:  Senior Vice President

                                          Invesco Exchange Fund (listed on
                                          Schedule A), a California limited
                                          partnership

                                          By:     /s/ John M. Zerr
                                                  ------------------------------
                                          Name:   John M. Zerr
                                          Title:  Senior Vice President

                                     - 4 -

<PAGE>

SCHEDULE A

AIM COUNSELOR SERIES TRUST (INVESCO COUNSELOR SERIES TRUST)
Invesco American Franchise Fund
Invesco California Tax-Free Income Trust
Invesco Core Plus Bond Fund
Invesco Equally-Weighted S & P 500 Fund
Invesco Equity and Income Fund
Invesco Floating Rate Fund
Invesco Global Real Estate Income Fund
Invesco Growth and Income Fund
Invesco Low Volatility Equity Yield Fund
Invesco Pennsylvania Tax Free Income Fund
Invesco S & P 500 Index Fund
Invesco Small Cap Discovery Fund
Invesco Strategic Real Return Fund

AIM EQUITY FUNDS (INVESCO EQUITY FUNDS)
Invesco Charter Fund
Invesco Diversified Dividend Fund
Invesco Summit Fund

AIM FUNDS GROUP (INVESCO FUNDS GROUP)
Invesco European Small Company Fund
Invesco Global Core Equity Fund
Invesco International Small Company Fund
Invesco Small Cap Equity Fund

AIM GROWTH SERIES (INVESCO GROWTH SERIES)
Invesco Alternative Strategies Fund
Invesco Balanced-Risk Retirement Now Fund
Invesco Balanced-Risk Retirement 2020 Fund
Invesco Balanced-Risk Retirement 2030 Fund
Invesco Balanced-Risk Retirement 2040 Fund
Invesco Balanced-Risk Retirement 2050 Fund
Invesco Conservative Allocation Fund
Invesco Convertible Securities Fund
Invesco Global Low Volatility Equity Yield Fund
Invesco Growth Allocation Fund
Invesco Income Allocation Fund
Invesco International Allocation Fund
Invesco Mid Cap Core Equity Fund
Invesco Multi-Asset Inflation Fund
Invesco Moderate Allocation Fund
Invesco Small Cap Growth Fund
Invesco U.S. Mortgage Fund

                                     - 5 -

<PAGE>

AIM INTERNATIONAL MUTUAL FUNDS (INVESCO INTERNATIONAL MUTUAL FUNDS)
Invesco Asia Pacific Growth Fund
Invesco European Growth Fund
Invesco Global Growth Fund
Invesco Global Opportunities Fund
Invesco Global Small & Mid Cap Growth Fund
Invesco International Core Equity Fund
Invesco International Growth Fund
Invesco Select Opportunities Fund

AIM INVESTMENT FUNDS (INVESCO INVESTMENT FUNDS)
Invesco All Cap Market Neutral Fund
Invesco Balanced-Risk Allocation Fund
Invesco Balanced-Risk Commodity Strategy Fund
Invesco China Fund
Invesco Developing Markets Fund
Invesco Emerging Market Local Currency Debt Fund
Invesco Emerging Markets Equity Fund
Invesco Endeavor Fund
Invesco Global Health Care Fund
Invesco Global Infrastructure Fund
Invesco Global Market Neutral Fund
Invesco Global Markets Strategy Fund
Invesco Global Targeted Returns Fund
Invesco International Total Return Fund
Invesco Long/Short Equity Fund
Invesco Low Volatility Emerging Markets Fund
Invesco Macro International Equity Fund
Invesco Macro Long/Short Fund
Invesco MLP Fund
Invesco Pacific Growth Fund
Invesco Premium Income Fund
Invesco Select Companies Fund
Invesco Strategic Income Fund
Invesco Unconstrained Bond Fund

AIM INVESTMENT SECURITIES FUNDS (INVESCO INVESTMENT SECURITIES FUND)
Invesco Corporate Bond Fund
Invesco Global Real Estate Fund
Invesco High Yield Fund
Invesco Limited Maturity Treasury Fund
Invesco Money Market Fund
Invesco Real Estate Fund
Invesco Short Term Bond Fund
Invesco U.S. Government Fund

                                     - 6 -

<PAGE>

AIM SECTOR FUNDS (INVESCO SECTOR FUNDS)
Invesco American Value Fund
Invesco Comstock Fund
Invesco Dividend Income Fund
Invesco Energy Fund
Invesco Gold & Precious Metals Fund
Invesco Mid Cap Growth Fund
Invesco Small Cap Value Fund
Invesco Technology Fund
Invesco Technology Sector Fund
Invesco Value Opportunities Fund

AIM TAX-EXEMPT FUNDS (INVESCO TAX-EXEMPT FUNDS)
Invesco High Yield Municipal Fund
Invesco Intermediate Term Municipal Fund
Invesco Municipal Income Fund
Invesco New York Tax Free Income Fund
Invesco Tax-Exempt Cash Fund
Invesco Tax-Free Intermediate Fund

AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)
Invesco V.I. American Franchise Fund
Invesco V.I. American Value Fund
Invesco V.I. Balanced-Risk Allocation Fund
Invesco V.I. Comstock Fund
Invesco V.I. Core Equity Fund
Invesco V.I. Diversified Dividend Fund
Invesco V.I. Diversified Income Fund
Invesco V.I. Equally-Weighted S & P 500 Fund
Invesco V.I. Equity And Income Fund
Invesco V.I. Global Core Equity Fund
Invesco V.I. Global Health Care Fund
Invesco V.I. Global Real Estate Fund
Invesco V.I. Government Securities Fund
Invesco V.I. Growth And Income Fund
Invesco V.I. High Yield Fund
Invesco V.I. International Growth Fund
Invesco V.I. Managed Volatility Fund
Invesco V.I. Mid Cap Core Equity Fund
Invesco V.I. Mid Cap Growth Fund
Invesco V.I. Money Market Fund
Invesco V.I. S & P 500 Index Fund
Invesco V.I. Small Cap Equity Fund
Invesco V.I. Technology Fund
Invesco V.I. Value Opportunities Fund

                                     - 7 -

<PAGE>

INVESCO MANAGEMENT TRUST
Invesco Conservative Income Fund

INVESCO SECURITIES TRUST
Invesco Balanced-Risk Aggressive Allocation Fund

Closed-End Funds

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 Income Opportunities Trust
Invesco Municipal Opportunity Trust
Invesco Municipal Trust
Invesco Pennsylvania Value Municipal Income Trust
Invesco Quality Municipal Income Trust
Invesco Senior Income Trust
Invesco Total Property Market Income Fund
Invesco Trust For Investment Grade Municipals
Invesco Trust For Investment Grade New York Municipals
Invesco Value Municipal Income Trust

Invesco Senior Loan Fund

Invesco Exchange Fund

                                     - 8 -

<PAGE>

SCHEDULE B

AIM TREASURER'S SERIES TRUST (INVESCO TREASURER'S SERIES TRUST)
Premier Portfolio
Premier Tax-Exempt Portfolio

SHORT-TERM INVESTMENTS TRUST
Government & Agency Portfolio
Government TaxAdvantage Portfolio
Liquid Assets Portfolio
STIC Prime Portfolio
Tax-Free Cash Reserve Portfolio
Treasury Portfolio

                                     - 9 -
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
