<DOCUMENT>
<TYPE>EX-99.77Q1E
<SEQUENCE>7
<FILENAME>dex9977q1e.txt
<DESCRIPTION>EX-99.77Q1E
<TEXT>
<PAGE>

                                                               Sub-Item 77Q1(e)

                    MASTER INTERGROUP SUB-ADVISORY CONTRACT

   This contract is made as of October 15, 2012, 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) Limited; Invesco Australia Limited; Invesco Hong Kong Limited; 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 Value Municipal Income Trust (the "Trust"), a closed-end management
   investment company registered under the Investment Company Act of 1940, as
   amended (the "1940 Act");

      B) The Adviser is authorized to delegate certain, any or all of its
   rights, duties and obligations under investment advisory agreements to
   sub-advisers, including sub-advisers that are affiliated with the Adviser;

      C) Each Sub-Adviser represents that it is registered with the
   U.S. Securities and Exchange Commission ("SEC") as an investment adviser
   under the Investment Advisers Act of 1940 ("Advisers Act"), 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 the Trust 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-Adviser to perform one or more of the
   following services with respect to all or a portion of the investments of
   the Trust. The services and the portion of the investments of the Trust 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 Trust related to research, statistical and investment activities.

      (a) INVESTMENT ADVICE. If and to the extent requested by the Adviser,
   each Sub-Adviser shall provide investment advice to the Trust and the
   Adviser with respect to all or a portion of the investments of the Trust or
   with respect to various investment techniques, and in connection with such
   advice shall furnish the Trust and the Adviser with such factual
   information, research reports and investment recommendations as the Adviser
   may reasonably require.

<PAGE>

      (b) ORDER EXECUTION. If and to the extent requested by the Adviser, each
   Sub-Adviser shall place orders for the purchase and sale of portfolio
   securities or other investments for the Trust. In so doing, each Sub-Adviser
   agrees that it shall comply with paragraph 3 below.

      (c) DISCRETIONARY INVESTMENT MANAGEMENT. If and to the extent requested
   by the Adviser, each Sub-Adviser shall, subject to the supervision of the
   Trust's Board of Trustees (the "Board") and the Adviser, manage all or a
   portion of the investments of the Trust 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 the Trust by notice to the applicable Sub-Adviser(s) and
   otherwise in accordance with paragraph 5 below. With respect to the portion
   of the investments of the Trust under its management, each Sub-Adviser is
   authorized to: (i) make investment decisions on behalf of the Trust 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 Trust, including but not limited to managing the Trust's cash and cash
   equivalents and lending securities on behalf of the Trust. In selecting
   brokers or dealers to execute trades for the Trust, 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 Trust or
   provide the Trust, 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 Trust and their other clients and that the total
   commissions or spreads paid by the Trust will be reasonable in relation to
   the benefits to the Trust over the long term. In no instance will portfolio
   securities be purchased from or sold to a Sub-Adviser, or any affiliated
   person thereof, except in accordance with the applicable securities laws and
   the rules and regulations thereunder and any exemptive orders currently in
   effect. Whenever a Sub-Adviser simultaneously places orders to purchase or
   sell the same security on behalf of the Trust 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 Trust, 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

                                      2

<PAGE>

   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 Trust
   that it and the Adviser reasonably believe are adequate to ensure compliance
   with the federal securities laws (as defined in Rule 38a-1 under the 1940
   Act) and the investment objective(s) and policies as stated in the Trust's
   prospectuses and statements of additional information. Each Sub-Adviser at
   its expense will provide the Adviser or the Fund's Chief Compliance Officer
   with such compliance reports relating to its duties under this Contract as
   may be requested from time to time. Notwithstanding the foregoing, each
   Sub-Adviser will promptly report to the Adviser any material violations of
   the federal securities laws (as defined in Rule 38a-1 under the 1940 Act)
   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 Trust.

      (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 Trust and
   to consult with the Board and the Adviser regarding the Trust's investment
   affairs, including economic, statistical and investment matters related to
   the Sub-Adviser's duties hereunder, and will provide periodic reports to the
   Adviser relating to the investment strategies it employs. Each Sub-Adviser
   and its personnel shall also cooperate fully with counsel and auditors for,
   and the Chief Compliance Officer of, the Adviser and the Trust.

      (d) Each Sub-Adviser will assist in the fair valuation of portfolio
   securities held by the Trust. 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 Trust and its
   agents in determining whether prices obtained for valuation purposes
   accurately reflect market price information relating to the assets of the
   Trust at such times as the Adviser shall reasonably request, including but
   not limited to, the hours after the close of a securities market and prior
   to the daily determination of the Trust'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

                                      3

<PAGE>

   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, 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 Trust or its designated
   agent such proxy voting information as is necessary for the Trust to timely
   file proxy voting results in accordance with Rule 30b1-4 under the 1940 Act.

      (h) Each Sub-Adviser shall provide the Trust's custodian on each business
   day with information relating to all transactions concerning the assets of
   the Trust and shall provide the Adviser with such information upon request
   of the Adviser.

      6. SERVICES NOT EXCLUSIVE. The services furnished by each Sub-Adviser
   hereunder are not to be deemed exclusive and such Sub-Adviser shall be free
   to furnish similar services to others so long as its services under this
   Contract are not impaired thereby. Nothing in this Contract shall limit or
   restrict the right of any director, officer or employee of a Sub-Adviser,
   who may also be a Trustee, officer or employee of the 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 Trust pursuant to paragraph 2(a) above
   and placing orders for the purchase and sale of portfolio securities or
   other investments for the Trust 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 1940 Act) 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 Trust'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

                                      4

<PAGE>

   equal to the net assets of the Trust as to which the Sub-Adviser shall have
   provided discretionary investment management services pursuant to
   paragraph 2(c) above for that month divided by the net assets of the Trust
   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
   the Trust 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
   Trust, the amount of the advisory fee which such Trust 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 Trust 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
   payable to the Adviser pursuant to its advisory agreement with the Trust.

      10. LIMITATION OF LIABILITY OF SUB-ADVISER AND INDEMNIFICATION. No
   Sub-Adviser shall be liable for any costs or liabilities arising from any
   error of judgment or mistake of law or any loss suffered by the 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, when
   rendering services to the Trust or acting with respect to any business of
   the Trust, to be rendering such service to or acting solely for 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 the Trust 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

                                      5

<PAGE>

   purpose of voting on such approval, and (ii) by vote of a majority of the
   Trust's outstanding voting securities, when required by the 1940 Act.

      (b) Unless sooner terminated as provided herein, this Contract shall
   continue in force and effect until two years after its effective date
   determined in 11(a). Thereafter, if not terminated, 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 Trust's 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 Trust.

      (c) Notwithstanding the foregoing, with respect to the Trust or any
   Sub-Adviser(s), this Contract may be terminated at any time, without the
   payment of any penalty, (i) by vote of the Fund's Board or by a vote of a
   majority of the outstanding voting securities of the Trust 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 Sub-Adviser(s) shall not affect
   the continued effectiveness of this Contract with respect to any remaining
   Sub-Adviser(s). This Contract will automatically terminate in the event of
   its assignment.

      12. AMENDMENT. No provision of this Contract may be changed, waived,
   discharged or terminated orally, but only by an instrument in writing signed
   by the party against which enforcement of the change, waiver, discharge or
   termination is sought, and, when required by the 1940 Act, no amendment of
   this Contract shall be effective until approved by vote of a majority of the
   Trust'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 that of the Adviser
   shall be 1555 Peachtree Street, N.E., Atlanta, Georgia 30309. Until further
   notice to the other party, it is agreed that the address of each Sub-Adviser
   shall be set forth in Exhibit I attached hereto.

      14. GOVERNING LAW. This Contract shall be construed in accordance with
   the laws of the State of Texas and the 1940 Act. To the extent that the
   applicable laws of the State of Texas conflict with the applicable
   provisions of the 1940 Act, the latter shall control.

      15. MULTIPLE SUB-ADVISORY AGREEMENTS. This Contract has been signed by
   multiple parties; namely the Adviser, on one hand, and each Sub-Adviser, on
   the other. The parties have signed one document for administrative
   convenience to avoid a multiplicity of documents. It is understood and
   agreed that this document shall constitute a separate sub-advisory agreement
   between the Adviser and each Sub-Adviser with respect to the Trust, as if
   the Adviser and such Sub-Adviser had executed a separate sub-advisory
   agreement naming such Sub-Adviser as a sub-adviser to the Trust. With
   respect to any one Sub-Adviser, (i) references in this Contract to "a
   Sub-Adviser" or to "each Sub-Adviser" shall be deemed to refer only to such
   Sub-Adviser, and (ii) the term "this Contract" shall be construed according
   to the foregoing provisions.

                                      6

<PAGE>

      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.

                                      7

<PAGE>

   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/ John M. Zerr
                                                  ------------------------------
                                          NAME:   John M. Zerr
                                          TITLE:  Senior Vice President

                                      8

<PAGE>

<TABLE>
<S>     <C>                      <C>                      <C>         <C>                   <C>
INVESCO ASSET MANAGEMENT DEUTSCHLAND GMBH                 INVESCO ASSET MANAGEMENT LIMITED

Sub-Adviser                                               Sub-Adviser

By:     /s/ Christian Puschmann  /s/ Jens Langewand       By:         /s/ G. J. Proudfoot
        ---------------------------------------------                 ----------------------------------------------
Name:   Christian Puschmann      Jens Langewand           Name:       G. J. Proudfoot
Title:  Managing Director        Managing Director        Title:      Director

INVESCO ASSET MANAGEMENT (JAPAN) LIMITED                  INVESCO AUSTRALIA LIMITED

Sub-Adviser                                               Sub-Adviser

By:     /s/ Masakazu Hasegawa                             By:         /s/ Nick Burrell      /s/ Mick O'Brien
        ---------------------------------------------                 ----------------------------------------------
Name:   Masakazu Hasegawa                                 Name:       Nick Burrell          Mick O'Brien
Title:  Managing Director                                 Title:      Co Secretary          Chief Executive Officer

INVESCO HONG KONG LIMITED                                 INVESCO SENIOR SECURED MANAGEMENT, INC.

Sub-Adviser                                               Sub-Adviser

By:     /s/ Fanny Lee            /s/ Gracie Liu           By:         /s/ Jeffrey H. Kupor
        ---------------------------------------------                 ----------------------------------------------
Name:   Fanny Lee                Gracie Liu               Name:       Jeffrey H. Kupor
Title:  Director                 Director                 Title:      Secretary & General Counsel

INVESCO CANADA LTD.

Sub-Adviser

By:     /s/ Eric Adelson
        ---------------------------------------------
Name:   Eric Adelson
Title:  Senior Vice President; Head of Legal-Canada;
        CCO; and Secretary
</TABLE>

                                      9

<PAGE>

                                   EXHIBIT I

                           ADDRESSES OF SUB-ADVISERS

Invesco Asset Management Deutschland GmbH
An der Welle 5, 1st Floor
Frankfurt, Germany 60322

Invesco Asset Management Limited
30 Finsbury Square
London, United Kingdom
EC2A 1AG
ENGLAND

Invesco Asset Management (Japan) Limited
Roppongi Hills Mori Tower 14F
6-10-1 Roppongi, Minato-ku, Tokyo 106-6114

Invesco Australia Limited
333 Collins Street, Level 26
Melbourne Victoria 3000, Australia

Invesco Hong Kong Limited
32nd Floor
Three Pacific Place
1 Queen's Road East
Hong Kong

Invesco Senior Secured Management, Inc.
1166 Avenue of the Americas, 27th Floor
New York, NY 10036
USA

Invesco Canada Ltd.
5140 Yonge Street
Suite 900
Toronto, ON, M2N 6X7

                                      10

<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 Municipal
Income Opportunities Trust, Invesco Securities Trust, Invesco, Invesco Quality
Municipal Income Trust, Invesco Value Municipal Income Trust and Short-Term
Investments Trust (each a "Trust" or, collectively, the "Trusts"), on behalf of
the funds listed on the Exhibits to this Memorandum of Agreement (the "Funds"),
and Invesco Advisers, Inc. ("Invesco"). Invesco shall and hereby agrees to
waive fees of the Funds, on behalf of their respective classes as applicable,
severally and not jointly, as indicated in the Exhibits.

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

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

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

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

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

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

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

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

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

          (c)    "Uninvested Cash" - cash available and uninvested by a Trust
                 that may result from a variety of sources, including dividends
                 or interest received on portfolio securities, unsettled
                 securities transactions, strategic reserves, matured
                 investments, proceeds from liquidation of investment
                 securities, dividend payments, or new investor capital.

   2.     Neither a Trust nor Invesco may remove or amend the Waiver to a
          Trust's detriment prior to requesting and receiving the approval of
          the Board of Trustee of the applicable

<PAGE>

          Fund's Trust to remove or amend such Waiver. Invesco will not have
          any right to reimbursement of any amount so waived.

   The Boards of Trustees and Invesco may terminate or modify this Memorandum
of Agreement prior to the Expiration Date only by mutual written consent.
Invesco will not have any right to reimbursement of any amount so waived or
reimbursed.

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

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

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

AIM COUNSELOR SERIES TRUST (INVESCO COUNSELOR SERIES TRUST)
AIM EQUITY FUNDS (INVESCO EQUITY FUNDS)
AIM FUNDS GROUP (INVESCO FUNDS GROUP)
AIM GROWTH SERIES (INVESCO GROWTH SERIES)
AIM INTERNATIONAL MUTUAL FUNDS (INVESCO INTERNATIONAL MUTUAL FUNDS)
AIM INVESTMENT FUNDS (INVESCO INVESTMENT FUNDS)
AIM INVESTMENT SECURITIES FUNDS (INVESCO INVESTMENT SECURITIES FUNDS)
AIM SECTOR FUNDS (INVESCO SECTOR FUNDS)
AIM TAX-EXEMPT FUNDS (INVESCO TAX-EXEMPT FUNDS)
AIM TREASURER'S SERIES TRUST (INVESCO TREASURER'S SERIES TRUST)
AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)
INVESCO MUNICIPAL INCOME OPPORTUNITIES TRUST
INVESCO QUALITY MUNICIPAL INCOME TRUST
INVESCO SECURITIES TRUST
INVESCO VALUE MUNICIPAL INCOME TRUST
SHORT-TERM INVESTMENTS TRUST
on behalf of the Funds listed in the Exhibit
to this Memorandum of Agreement

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

INVESCO ADVISERS, INC.

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

<PAGE>

                         EXHIBIT A TO ADVISORY FEE MOA

<TABLE>
<CAPTION>
  AIM EQUITY FUNDS                                                                                      EFFECTIVE  EXPIRATION
(INVESCO EQUITY FUNDS)                                WAIVER DESCRIPTION                                  DATE       DATE
----------------------  ------------------------------------------------------------------------------- ---------- -----------
<C>                     <S>                                                                             <C>        <C>
Invesco Constellation   Invesco will waive advisory fees to the extent necessary so that advisory fees  3/27/2006  07/15/2013
Fund                    Invesco receives do not exceed the annualized rates listed below.
                        0.695% of the first $250M
                        0.615% of the next $4B
                        0.595% of the next $750M
                        0.57% of the next $2.5B
                        0.545% of the next $2.5B
                        0.52% of the excess over $10B
</TABLE>
<TABLE>
<CAPTION>
  AIM TREASURER'S
   SERIES TRUST
(INVESCO TREASURER'S                                                                                                 EXPIRATION
   SERIES TRUST)                                   WAIVER DESCRIPTION                                EFFECTIVE DATE    DATE
--------------------  ------------------------------------------------------------------------------ --------------  -----------
<C>                   <S>                                                                            <C>             <C>
 Premier Portfolio    Invesco will waive advisory fees in the amount of 0.07% of the Fund's average    2/1/2011      12/31/2013
                      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      12/31/2013
 Government Money     daily net assets
 Portfolio
</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, 2013
Invesco California Tax-Free Income Fund                           February 12, 2010  June 30, 2013
Invesco Core Plus Bond Fund                                         June 2, 2009     June 30, 2013
Invesco Equally-Weighted S&P 500 Fund                             February 12, 2010  June 30, 2013
Invesco Equity and Income Fund                                    February 12, 2010  June 30, 2013
Invesco Floating Rate Fund                                          July 1, 2007     June 30, 2013
Invesco Global Real Estate Income Fund                              July 1, 2007     June 30, 2013
Invesco Growth and Income Fund                                    February 12, 2010  June 30, 2013
Invesco Pennsylvania Tax Free Income Fund                         February 12, 2010  June 30, 2013
Invesco S&P 500 Index Fund                                        February 12, 2010  June 30, 2013
Invesco Small Cap Discovery Fund                                  February 12, 2010  June 30, 2013
Invesco U.S. Quantitative Core Fund                                 July 1, 2007     June 30, 2013
</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, 2013
Invesco Constellation Fund                                        July 1, 2007    June 30, 2013
Invesco Disciplined Equity Fund                                   July 14, 2009   June 30, 2013
Invesco Diversified Dividend Fund                                 July 1, 2007    June 30, 2013
Invesco Summit Fund                                               July 1, 2007    June 30, 2013
</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, 2013
Invesco Global Core Equity Fund                                    July 1, 2007   June 30, 2013
Invesco International Small Company Fund                           July 1, 2007   June 30, 2013
Invesco Small Cap Equity Fund                                      July 1, 2007   June 30, 2013
</TABLE>

                   AIM GROWTH SERIES (INVESCO GROWTH SERIES)

<TABLE>
<CAPTION>
FUND                                                               EFFECTIVE DATE   COMMITTED UNTIL
----                                                              ----------------- ---------------
<S>                                                               <C>               <C>
Invesco Convertible Securities Fund                               February 12, 2010  June 30, 2013
Invesco Global Quantitative Core Fund                               July 1, 2007     June 30, 2013
Invesco Leaders Fund                                              February 12, 2010  June 30, 2013
Invesco Mid Cap Core Equity Fund                                    July 1, 2007     June 30, 2013
Invesco Small Cap Growth Fund                                       July 1, 2007     June 30, 2013
Invesco U.S. Mortgage Fund                                        February 12, 2010  June 30, 2013
</TABLE>

<PAGE>

      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, 2013
Invesco European Growth Fund                                          July 1, 2007   June 30, 2013
Invesco Global Growth Fund                                            July 1, 2007   June 30, 2013
Invesco Global Opportunities Fund                                    August 3, 2012  June 30, 2013
Invesco Global Small & Mid Cap Growth Fund                            July 1, 2007   June 30, 2013
Invesco International Growth Fund                                     July 1, 2007   June 30, 2013
Invesco International Core Equity Fund                                July 1, 2007   June 30, 2013
Invesco Select Opportunities Fund                                    August 3, 2012  June 30, 2013
</TABLE>

                AIM INVESTMENT FUNDS (INVESCO INVESTMENT FUNDS)

<TABLE>
<CAPTION>
FUND                                                                EFFECTIVE DATE   COMMITTED UNTIL
----                                                              ------------------ ---------------
<S>                                                               <C>                <C>
Invesco Balanced-Risk Allocation Fund*                               May 29, 2009     June 30, 2013
Invesco Balanced-Risk Commodity Strategy Fund**                   November 29, 2010   June 30, 2013
Invesco China Fund                                                   July 1, 2007     June 30, 2013
Invesco Commodities Strategy Fund***                              February 12, 2010   June 30, 2013
Invesco Developing Markets Fund                                      July 1, 2007     June 30, 2013
Invesco Emerging Markets Equity Fund                                 May 11, 2011     June 30, 2013
Invesco Emerging Market Local Currency Debt Fund                    June 14, 2010     June 30, 2013
Invesco Endeavor Fund                                                July 1, 2007     June 30, 2013
Invesco Global Health Care Fund                                      July 1, 2007     June 30, 2013
Invesco Global Markets Strategy Fund                              September 25, 2012  June 30, 2013
Invesco International Total Return Fund                              July 1, 2007     June 30, 2013
Invesco Pacific Growth Fund                                       February 12, 2010   June 30, 2013
Invesco Premium Income Fund                                       December 13, 2011   June 30, 2013
Invesco Select Companies Fund                                        July 1, 2007     June 30, 2013
</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, 2013
Invesco Dynamics Fund                                               July 1, 2007     June 30, 2013
Invesco Global Real Estate Fund                                     July 1, 2007     June 30, 2013
Invesco High Yield Fund                                             July 1, 2007     June 30, 2013
Invesco High Yield Securities Fund                                February 12, 2010  June 30, 2013
Invesco Limited Maturity Treasury Fund                              July 1, 2007     June 30, 2013
Invesco Money Market Fund                                           July 1, 2007     June 30, 2013
Invesco Municipal Bond Fund                                         July 1, 2007     June 30, 2013
Invesco Real Estate Fund                                            July 1, 2007     June 30, 2013
Invesco Short Term Bond Fund                                        July 1, 2007     June 30, 2013
Invesco U.S. Government Fund                                        July 1, 2007     June 30, 2013
</TABLE>
--------
*      Advisory fees to be waived by Invesco for Invesco Balanced-Risk
       Allocation Fund also include advisory fees that Invesco receives on the
       Uninvested Cash from the Affiliated Money Market Fund in which Invesco
       Cayman Commodity Fund I, Ltd. invests.
**     Advisory fees to be waived by Invesco for Invesco Balanced-Risk
       Commodity Strategy Fund also include advisory fees that Invesco receives
       on the Uninvested Cash from the Affiliated Money Market Fund in which
       Invesco Cayman Commodity Fund III, Ltd. invests.
***    Advisory fees to be waived by Invesco for Invesco Commodities Strategy
       Fund also include advisory fees that Invesco receives on the Uninvested
       Cash from the Affiliated Money Market Fund in which Invesco Cayman
       Commodity Fund II, Ltd. Invests.

<PAGE>

                                                               SUB-ITEM 77Q1(e)


                    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, 2013
Invesco Comstock Fund                                             February 12, 2010  June 30, 2013
Invesco Energy Fund                                                 July 1, 2007     June 30, 2013
Invesco Gold & Precious Metals Fund                                 July 1, 2007     June 30, 2013
Invesco Leisure Fund                                                July 1, 2007     June 30, 2013
Invesco Mid Cap Growth Fund                                       February 12, 2010  June 30, 2013
Invesco Small Cap Value Fund                                      February 12, 2010  June 30, 2013
Invesco Technology Fund                                             July 1, 2007     June 30, 2013
Invesco Technology Sector Fund                                    February 12, 2010  June 30, 2013
Invesco Utilities Fund                                              July 1, 2007     June 30, 2013
Invesco Value Fund                                                February 12, 2010  June 30, 2013
Invesco Value Opportunities Fund                                  February 12, 2010  June 30, 2013
</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, 2013
Invesco Intermediate Term Municipal Income Fund                   February 12, 2010  June 30, 2013
Invesco Municipal Income Fund                                     February 12, 2010  June 30, 2013
Invesco New York Tax Free Income Fund                             February 12, 2010  June 30, 2013
Invesco Tax-Exempt Cash Fund                                        July 1, 2007     June 30, 2013
Invesco Tax-Free Intermediate Fund                                  July 1, 2007     June 30, 2013
</TABLE>

        AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)

<TABLE>
<CAPTION>
FUND                                                               EFFECTIVE DATE   COMMITTED UNTIL
----                                                              ----------------- ---------------
<S>                                                               <C>               <C>
Invesco V.I. Balanced-Risk Allocation Fund****                    December 22, 2010  June 30, 2013
Invesco V.I. Core Equity Fund                                       July 1, 2007     June 30, 2013
Invesco V.I. Diversified Dividend Fund                            February 12, 2010  June 30, 2013
Invesco V.I. Diversified Income Fund                                July 1, 2007     June 30, 2013
Invesco V.I. Equally-Weighted S&P 500 Fund                        February 12, 2010  June 30, 2013
Invesco V.I. Global Core Equity Fund                              February 12, 2010  June 30, 2013
Invesco V.I. Global Health Care Fund                                July 1, 2007     June 30, 2013
Invesco V.I. Global Real Estate Fund                                July 1, 2007     June 30, 2013
Invesco V.I. Government Securities Fund                             July 1, 2007     June 30, 2013
Invesco V.I. High Yield Fund                                        July 1, 2007     June 30, 2013
Invesco V.I. High Yield Securities Fund                           February 12, 2010  June 30, 2013
Invesco V.I. International Growth Fund                              July 1, 2007     June 30, 2013
Invesco V.I. Mid Cap Core Equity Fund                               July 1, 2007     June 30, 2013
Invesco V.I. Money Market Fund                                      July 1, 2007     June 30, 2013
Invesco V.I. S&P 500 Index Fund                                   February 12, 2010  June 30, 2013
Invesco V.I. Small Cap Equity Fund                                  July 1, 2007     June 30, 2013
Invesco V.I. Technology Fund                                        July 1, 2007     June 30, 2013
Invesco V.I. Utilities Fund                                         July 1, 2007     June 30, 2013
Invesco Van Kampen V.I. American FranchiseFund                    February 12, 2010  June 30, 2013
Invesco Van Kampen V.I. American Value Fund                       February 12, 2010  June 30, 2013
Invesco Van Kampen V.I. Comstock Fund                             February 12, 2010  June 30, 2013
Invesco Van Kampen V.I. Equity and Income Fund                    February 12, 2010  June 30, 2013
Invesco Van Kampen V.I. Growth and Income Fund                    February 12, 2010  June 30, 2013
Invesco Van Kampen V.I. Mid Cap Growth Fund                       February 12, 2010  June 30, 2013
Invesco Van Kampen V.I. Value Opportunities Fund                    July 1, 2007     June 30, 2013
</TABLE>
--------
****   Advisory fees to be waived by Invesco for Invesco V.I. Balanced-Risk
       Allocation Fund also include an amount equal to advisory fees that
       Invesco receives from any money market fund or similarly pooled cash
       equivalent investment vehicle advised by Invesco and/or Invesco's
       affiliates in which Invesco Cayman Commodity Fund IV, Ltd. invests.

<PAGE>

                           INVESCO SECURITIES TRUST

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

                         SHORT-TERM INVESTMENTS TRUST

<TABLE>
<CAPTION>
FUND                                                              EFFECTIVE DATE COMMITTED UNTIL
----                                                              -------------- ---------------
<S>                                                               <C>            <C>
Government TaxAdvantage Portfolio                                  July 1, 2007   June 30, 2013
STIC Prime Portfolio                                               July 1, 2007   June 30, 2013
Treasury Portfolio                                                 July 1, 2007   June 30, 2013
</TABLE>

                               CLOSED-END FUNDS

<TABLE>
<CAPTION>
FUND                                                              EFFECTIVE DATE COMMITTED UNTIL
----                                                              -------------- ---------------
<S>                                                               <C>            <C>
Invesco Municipal Income Opportunities Trust                       June 1, 2010   June 30, 2013
Invesco Quality Municipal Income Trust                             June 1, 2010   June 30, 2013
Invesco Value Municipal Income Trust                               June 1, 2010   June 30, 2013
</TABLE>

<PAGE>

                                                               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 the Trusts and Invesco have 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
after consultation with the Funds' Boards of Trustees. 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

<PAGE>

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/ John M. Zerr
        --------------------------
Title:  Senior Vice President

INVESCO ADVISERS, INC.

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

                                       2

<PAGE>

                                                         as of February 6, 2013


                         EXHIBIT "A" - RETAIL FUNDS/1/

          AIM COUNSELOR SERIES TRUST (INVESCO COUNSELOR SERIES TRUST)

<TABLE>
<CAPTION>
                                         CONTRACTUAL/  EXPENSE    EFFECTIVE DATE OF      EXPIRATION
FUND                                      VOLUNTARY   LIMITATION    CURRENT LIMIT           DATE
----                                     ------------ ----------  ------------------- ------------------
<S>                                      <C>          <C>         <C>                 <C>
Invesco American Franchise Fund
   Class A Shares                        Contractual     1.05%       May 23, 2011       June 30, 2013
   Class B Shares                        Contractual     1.22%/2/    May 23, 2011       June 30, 2013
   Class C Shares                        Contractual     1.80%       May 23, 2011       June 30, 2013
   Class R Shares                        Contractual     1.30%       May 23, 2011       June 30, 2013
   Class R5 Shares                       Contractual     0.80%       May 23, 2011       June 30, 2013
   Class R6 Shares                       Contractual     0.80%    September 24, 2012    June 30, 2013
   Class Y Shares                        Contractual     0.80%       May 23, 2011       June 30, 2013

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, 2014

Invesco California Tax-Free Income Fund
   Class A Shares                        Contractual     1.50%       July 1, 2012       June 30, 2013
   Class B Shares                        Contractual     2.00%       July 1, 2012       June 30, 2013
   Class C Shares                        Contractual     2.00%       July 1, 2012       June 30, 2013
   Class Y Shares                        Contractual     1.25%       July 1, 2012       June 30, 2013

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 Equally-Weighted S&P 500 Fund
   Class A Shares                        Contractual     2.00%       July 1, 2012       June 30, 2013
   Class B Shares                        Contractual     2.75%       July 1, 2012       June 30, 2013
   Class C Shares                        Contractual     2.75%       July 1, 2012       June 30, 2013
   Class R Shares                        Contractual     2.25%       July 1, 2012       June 30, 2013
   Class R6 Shares                       Contractual     1.75%    September 24, 2012    June 30, 2013
   Class Y Shares                        Contractual     1.75%       July 1, 2012       June 30, 2013

Invesco Equity and Income Fund
   Class A Shares                        Contractual     1.50%       July 1, 2012       June 30, 2013
   Class B Shares                        Contractual     2.25%       July 1, 2012       June 30, 2013
   Class C Shares                        Contractual     2.25%       July 1, 2012       June 30, 2013
   Class R Shares                        Contractual     1.75%       July 1, 2012       June 30, 2013
   Class R5 Shares                       Contractual     1.25%       July 1, 2012       June 30, 2013
   Class R6 Shares                       Contractual     1.25%    September 24, 2012    June 30, 2013
   Class Y Shares                        Contractual     1.25%       July 1, 2012       June 30, 2013

Invesco Floating Rate Fund
   Class A Shares                        Contractual     1.50%      April 14, 2006      June 30, 2013
   Class C Shares                        Contractual     2.00%      April 14, 2006      June 30, 2013
   Class R Shares                        Contractual     1.75%      April 14, 2006      June 30, 2013
   Class R5 Shares                       Contractual     1.25%      April 14, 2006      June 30, 2013
   Class R6 Shares                       Contractual     1.25%    September 24, 2012    June 30, 2013
   Class Y Shares                        Contractual     1.25%     October 3, 2008      June 30, 2013
</TABLE>

See page 15 for footnotes to Exhibit A.

                                       3

<PAGE>

                                                         as of February 6, 2013


<TABLE>
<CAPTION>
                                           CONTRACTUAL/  EXPENSE   EFFECTIVE DATE OF    EXPIRATION
FUND                                        VOLUNTARY   LIMITATION   CURRENT LIMIT         DATE
----                                       ------------ ---------- ------------------- --------------
<S>                                        <C>          <C>        <C>                 <C>
Invesco Global Real Estate Income Fund
   Class A Shares                          Contractual     2.00%      July 1, 2009     June 30, 2013
   Class B Shares                          Contractual     2.75%      July 1, 2009     June 30, 2013
   Class C Shares                          Contractual     2.75%      July 1, 2009     June 30, 2013
   Class R5 Shares                         Contractual     1.75%      July 1, 2009     June 30, 2013
   Class R6 Shares                         Contractual     1.75%   September 24, 2012  June 30, 2013
   Class Y Shares                          Contractual     1.75%      July 1, 2009     June 30, 2013

Invesco Growth and Income Fund
   Class A Shares                          Contractual     2.00%      July 1, 2012     June 30, 2013
   Class B Shares                          Contractual     2.75%      July 1, 2012     June 30, 2013
   Class C Shares                          Contractual     2.75%      July 1, 2012     June 30, 2013
   Class R Shares                          Contractual     2.25%      July 1, 2012     June 30, 2013
   Class R5 Shares                         Contractual     1.75%      July 1, 2012     June 30, 2013
   Class R6 Shares                         Contractual     1.75%   September 24, 2012  June 30, 2013
   Class Y Shares                          Contractual     1.75%      July 1, 2012     June 30, 2013

Invesco Pennsylvania Tax Free Income Fund
   Class A Shares                          Contractual     1.50%      July 1, 2012     June 30, 2013
   Class B Shares                          Contractual     2.25%      July 1, 2012     June 30, 2013
   Class C Shares                          Contractual     2.25%      July 1, 2012     June 30, 2013
   Class Y Shares                          Contractual     1.25%      July 1, 2012     June 30, 2013

Invesco S&P 500 Index Fund
   Class A Shares                          Contractual     2.00%      July 1, 2012     June 30, 2013
   Class B Shares                          Contractual     2.75%      July 1, 2012     June 30, 2013
   Class C Shares                          Contractual     2.75%      July 1, 2012     June 30, 2013
   Class Y Shares                          Contractual     1.75%      July 1, 2012     June 30, 2013

Invesco Small Cap Discovery Fund
   Class A Shares                          Contractual     2.00%      July 1, 2012     June 30, 2013
   Class B Shares                          Contractual     2.75%      July 1, 2012     June 30, 2013
   Class C Shares                          Contractual     2.75%      July 1, 2012     June 30, 2013
   Class R5 Shares                         Contractual     1.75%   September 24, 2012  June 30, 2013
   Class R6 Shares                         Contractual     1.75%   September 24, 2012  June 30, 2013
   Class Y Shares                          Contractual     1.75%      July 1, 2012     June 30, 2013

Invesco U.S. Quantitative Core Fund
   Class A Shares                          Contractual     2.00%      July 1, 2012     June 30, 2013
   Class B Shares                          Contractual     2.75%      July 1, 2012     June 30, 2013
   Class C Shares                          Contractual     2.75%      July 1, 2012     June 30, 2013
   Class R Shares                          Contractual     2.25%      July 1, 2012     June 30, 2013
   Class R5 Shares                         Contractual     1.75%      July 1, 2012     June 30, 2013
   Class Y Shares                          Contractual     1.75%      July 1, 2012     June 30, 2013
   Investor Class Shares                   Contractual     2.00%      July 1, 2012     June 30, 2013
</TABLE>

                    AIM EQUITY FUNDS (INVESCO EQUITY FUNDS)

<TABLE>
<CAPTION>
                                           CONTRACTUAL/   EXPENSE   EFFECTIVE DATE OF    EXPIRATION
FUND                                        VOLUNTARY    LIMITATION   CURRENT LIMIT         DATE
----                                       ------------  ---------- ------------------- --------------
<S>                                        <C>           <C>        <C>                 <C>
Invesco Charter Fund
   Class A Shares                          Contractual      2.00%      July 1, 2009     June 30, 2013
   Class B Shares                          Contractual      2.75%      July 1, 2009     June 30, 2013
   Class C Shares                          Contractual      2.75%      July 1, 2009     June 30, 2013
   Class R Shares                          Contractual      2.25%      July 1, 2009     June 30, 2013
   Class R5 Shares                         Contractual      1.75%      July 1, 2009     June 30, 2013
   Class R6 Shares                         Contractual      1.75%   September 24, 2012  June 30, 2013
   Class S Shares                          Contractual      1.90%   September 25, 2009  June 30, 2013
   Class Y Shares                          Contractual      1.75%      July 1, 2009     June 30, 2013
</TABLE>

See page 15 for footnotes to Exhibit A.

                                       4

<PAGE>

                                                         as of February 6, 2013


<TABLE>
<CAPTION>
                                     CONTRACTUAL/  EXPENSE   EFFECTIVE DATE OF    EXPIRATION
FUND                                  VOLUNTARY   LIMITATION   CURRENT LIMIT         DATE
----                                 ------------ ---------- ------------------- --------------
<S>                                  <C>          <C>        <C>                 <C>
Invesco Constellation Fund
   Class A Shares                    Contractual     2.00%      July 1, 2009     June 30, 2013
   Class B Shares                    Contractual     2.75%      July 1, 2009     June 30, 2013
   Class C Shares                    Contractual     2.75%      July 1, 2009     June 30, 2013
   Class R Shares                    Contractual     2.25%      July 1, 2009     June 30, 2013
   Class R5 Shares                   Contractual     1.75%      July 1, 2009     June 30, 2013
   Class Y Shares                    Contractual     1.75%      July 1, 2009     June 30, 2013

Invesco Disciplined Equity Fund
   Class Y Shares                    Contractual     1.75%     July 14, 2009     June 30, 2013

Invesco Diversified Dividend Fund
   Class A Shares                    Contractual     0.95%     July 18, 2011     June 30, 2013
   Class B Shares                    Contractual     1.70%     July 18, 2011     June 30, 2013
   Class C Shares                    Contractual     1.70%     July 18, 2011     June 30, 2013
   Class R Shares                    Contractual     1.20%     July 18, 2011     June 30, 2013
   Class R5 Shares                   Contractual     0.70%     July 18, 2011     June 30, 2013
   Class R6 Shares                   Contractual     0.70%   September 24, 2012  June 30, 2013
   Class Y Shares                    Contractual     0.70%     July 18, 2011     June 30, 2013
   Investor Class Shares             Contractual     0.95%     July 18, 2011     June 30, 2013

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, 2014

Invesco Summit Fund
   Class A Shares                    Contractual     2.00%      July 1, 2009     June 30, 2013
   Class B Shares                    Contractual     2.75%      July 1, 2009     June 30, 2013
   Class C Shares                    Contractual     2.75%      July 1, 2009     June 30, 2013
   Class P Shares                    Contractual     1.85%      July 1, 2009     June 30, 2013
   Class R5 Shares                   Contractual     1.75%      July 1, 2009     June 30, 2013
   Class S Shares                    Contractual     1.90%   September 25, 2009  June 30, 2013
   Class Y Shares                    Contractual     1.75%      July 1, 2009     June 30, 2013
</TABLE>

                     AIM FUNDS GROUP (INVESCO FUNDS GROUP)

<TABLE>
<CAPTION>
                                     CONTRACTUAL/   EXPENSE    EFFECTIVE DATE OF   EXPIRATION
FUND                                  VOLUNTARY    LIMITATION   CURRENT LIMIT         DATE
----                                 ------------  ----------  -----------------  --------------
<S>                                  <C>           <C>         <C>                <C>
Invesco European Small Company Fund
   Class A Shares                    Contractual      2.25%      July 1, 2009     June 30, 2013
   Class B Shares                    Contractual      3.00%      July 1, 2009     June 30, 2013
   Class C Shares                    Contractual      3.00%      July 1, 2009     June 30, 2013
   Class Y Shares                    Contractual      2.00%      July 1, 2009     June 30, 2013

Invesco Global Core Equity Fund
   Class A Shares                    Contractual      1.25%      May 23, 2011     June 30, 2013
   Class B Shares                    Contractual      1.52%/2/   May 23, 2011     June 30, 2013
   Class C Shares                    Contractual      2.00%      May 23, 2011     June 30, 2013
   Class R Shares                    Contractual      1.50%      May 23, 2011     June 30, 2013
   Class R5 Shares                   Contractual      1.00%      May 23, 2011     June 30, 2013
   Class Y Shares                    Contractual      1.00%      May 23, 2011     June 30, 2013

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
</TABLE>

See page 15 for footnotes to Exhibit A.

                                       5

<PAGE>

                                                         as of February 6, 2013


<TABLE>
<CAPTION>
                                                CONTRACTUAL/  EXPENSE   EFFECTIVE DATE OF    EXPIRATION
FUND                                             VOLUNTARY   LIMITATION   CURRENT LIMIT         DATE
----                                            ------------ ---------- ------------------- --------------
<S>                                             <C>          <C>        <C>                 <C>
Invesco International Small Company Fund
   Class A Shares                               Contractual     2.25%      July 1, 2009     June 30, 2013
   Class B Shares                               Contractual     3.00%      July 1, 2009     June 30, 2013
   Class C Shares                               Contractual     3.00%      July 1, 2009     June 30, 2013
   Class R5 Shares                              Contractual     2.00%      July 1, 2009     June 30, 2013
   Class R6 Shares                              Contractual     2.00%   September 24, 2012  June 30, 2013
   Class Y Shares                               Contractual     2.00%      July 1, 2009     June 30, 2013

Invesco Small Cap Equity Fund
   Class A Shares                               Contractual     2.00%      July 1, 2009     June 30, 2013
   Class B Shares                               Contractual     2.75%      July 1, 2009     June 30, 2013
   Class C Shares                               Contractual     2.75%      July 1, 2009     June 30, 2013
   Class R Shares                               Contractual     2.25%      July 1, 2009     June 30, 2013
   Class R5 Shares                              Contractual     1.75%      July 1, 2009     June 30, 2013
   Class R6 Shares                              Contractual     1.75%   September 24, 2012  June 30, 2013
   Class Y Shares                               Contractual     1.75%      July 1, 2009     June 30, 2013
</TABLE>

                   AIM GROWTH SERIES (INVESCO GROWTH SERIES)

<TABLE>
<CAPTION>
                                              CONTRACTUAL/   EXPENSE   EFFECTIVE DATE OF     EXPIRATION
FUND                                           VOLUNTARY    LIMITATION   CURRENT LIMIT         DATE
----                                          ------------  ---------- ------------------- ---------------
<S>                                           <C>           <C>        <C>                 <C>
Invesco Balanced-Risk Retirement 2020 Fund
   Class A Shares                             Contractual      0.25%    November 4, 2009   April 30, 2014
   Class AX Shares                            Contractual      0.25%   February 12, 2010   April 30, 2014
   Class B Shares                             Contractual      1.00%    November 4, 2009   April 30, 2014
   Class C Shares                             Contractual      1.00%    November 4, 2009   April 30, 2014
   Class CX Shares                            Contractual      1.00%   February 12, 2010   April 30, 2014
   Class R Shares                             Contractual      0.50%    November 4, 2009   April 30, 2014
   Class R5 Shares                            Contractual      0.00%    November 4, 2009   April 30, 2014
   Class R6 Shares                            Contractual      0.00%   September 24, 2012  April 30, 2014
   Class RX Shares                            Contractual      0.50%   February 12, 2010   April 30, 2014
   Class Y Shares                             Contractual      0.00%    November 4, 2009   April 30, 2014

Invesco Balanced-Risk Retirement 2030 Fund
   Class A Shares                             Contractual      0.25%    November 4, 2009   April 30, 2014
   Class AX Shares                            Contractual      0.25%   February 12, 2010   April 30, 2014
   Class B Shares                             Contractual      1.00%    November 4, 2009   April 30, 2014
   Class C Shares                             Contractual      1.00%    November 4, 2009   April 30, 2014
   Class CX Shares                            Contractual      1.00%   February 12, 2010   April 30, 2014
   Class R Shares                             Contractual      0.50%    November 4, 2009   April 30, 2014
   Class R5 Shares                            Contractual      0.00%    November 4, 2009   April 30, 2014
   Class R6 Shares                            Contractual      0.00%   September 24, 2012  April 30, 2014
   Class RX Shares                            Contractual      0.50%   February 12, 2010   April 30, 2014
   Class Y Shares                             Contractual      0.00%    November 4, 2009   April 30, 2014

Invesco Balanced-Risk Retirement 2040 Fund
   Class A Shares                             Contractual      0.25%    November 4, 2009   April 30, 2014
   Class AX Shares                            Contractual      0.25%   February 12, 2010   April 30, 2014
   Class B Shares                             Contractual      1.00%    November 4, 2009   April 30, 2014
   Class C Shares                             Contractual      1.00%    November 4, 2009   April 30, 2014
   Class CX Shares                            Contractual      1.00%   February 12, 2010   April 30, 2014
   Class R Shares                             Contractual      0.50%    November 4, 2009   April 30, 2014
   Class R5 Shares                            Contractual      0.00%    November 4, 2009   April 30, 2014
   Class R6 Shares                            Contractual      0.00%   September 24, 2012  April 30, 2014
   Class RX Shares                            Contractual      0.50%   February 12, 2010   April 30, 2014
   Class Y Shares                             Contractual      0.00%    November 4, 2009   April 30, 2014
</TABLE>

See page 15 for footnotes to Exhibit A.

                                       6

<PAGE>

                                                         as of February 6, 2013


<TABLE>
<CAPTION>
                                            CONTRACTUAL/  EXPENSE   EFFECTIVE DATE OF     EXPIRATION
FUND                                         VOLUNTARY   LIMITATION   CURRENT LIMIT         DATE
----                                        ------------ ---------- ------------------- ---------------
<S>                                         <C>          <C>        <C>                 <C>
Invesco Balanced-Risk Retirement 2050 Fund
   Class A Shares                           Contractual     0.25%    November 4, 2009   April 30, 2014
   Class AX Shares                          Contractual     0.25%   February 12, 2010   April 30, 2014
   Class B Shares                           Contractual     1.00%    November 4, 2009   April 30, 2014
   Class C Shares                           Contractual     1.00%    November 4, 2009   April 30, 2014
   Class CX Shares                          Contractual     1.00%   February 12, 2010   April 30, 2014
   Class R Shares                           Contractual     0.50%    November 4, 2009   April 30, 2014
   Class R5 Shares                          Contractual     0.00%    November 4, 2009   April 30, 2014
   Class R6 Shares                          Contractual     0.00%   September 24, 2012  April 30, 2014
   Class RX Shares                          Contractual     0.50%   February 12, 2010   April 30, 2014
   Class Y Shares                           Contractual     0.00%    November 4, 2009   April 30, 2014

Invesco Balanced-Risk Retirement Now Fund
   Class A Shares                           Contractual     0.25%    November 4, 2009   April 30, 2014
   Class AX Shares                          Contractual     0.25%   February 12, 2010   April 30, 2014
   Class B Shares                           Contractual     1.00%    November 4, 2009   April 30, 2014
   Class C Shares                           Contractual     1.00%    November 4, 2009   April 30, 2014
   Class CX Shares                          Contractual     1.00%   February 12, 2010   April 30, 2014
   Class R Shares                           Contractual     0.50%    November 4, 2009   April 30, 2014
   Class R5 Shares                          Contractual     0.00%    November 4, 2009   April 30, 2014
   Class R6 Shares                          Contractual     0.00%   September 24, 2012  April 30, 2014
   Class RX Shares                          Contractual     0.50%   February 12, 2010   April 30, 2014
   Class Y Shares                           Contractual     0.00%    November 4, 2009   April 30, 2014

Invesco Conservative Allocation Fund
   Class A Shares                           Contractual     1.50%      July 1, 2012     June 30, 2013
   Class B Shares                           Contractual     2.25%      July 1, 2012     June 30, 2013
   Class C Shares                           Contractual     2.25%      July 1, 2012     June 30, 2013
   Class R Shares                           Contractual     1.75%      July 1, 2012     June 30, 2013
   Class R5 Shares                          Contractual     1.25%      July 1, 2012     June 30, 2013
   Class S Shares                           Contractual     1.40%      July 1, 2012     June 30, 2013
   Class Y Shares                           Contractual     1.25%      July 1, 2012     June 30, 2013

Invesco Convertible Securities Fund
   Class A Shares                           Contractual     1.50%      July 1, 2012     June 30, 2013
   Class B Shares                           Contractual     2.25%      July 1, 2012     June 30, 2013
   Class C Shares                           Contractual     2.25%      July 1, 2012     June 30, 2013
   Class R5 Shares                          Contractual     1.25%      July 1, 2012     June 30, 2013
   Class R6 Shares                          Contractual     1.25%   September 24, 2012  June 30, 2013
   Class Y Shares                           Contractual     1.25%      July 1, 2012     June 30, 2013

Invesco Global Quantitative Core Fund
   Class A Shares                           Contractual     2.25%      July 1, 2009     June 30, 2013
   Class B Shares                           Contractual     3.00%      July 1, 2009     June 30, 2013
   Class C Shares                           Contractual     3.00%      July 1, 2009     June 30, 2013
   Class R Shares                           Contractual     2.50%      July 1, 2009     June 30, 2013
   Class R5 Shares                          Contractual     2.00%      July 1, 2009     June 30, 2013
   Class Y Shares                           Contractual     2.00%      July 1, 2009     June 30, 2013

Invesco Growth Allocation Fund
   Class A Shares                           Contractual     2.00%      July 1, 2012     June 30, 2013
   Class B Shares                           Contractual     2.75%      July 1, 2012     June 30, 2013
   Class C Shares                           Contractual     2.75%      July 1, 2012     June 30, 2013
   Class R Shares                           Contractual     2.25%      July 1, 2012     June 30, 2013
   Class R5 Shares                          Contractual     1.75%      July 1, 2012     June 30, 2013
   Class S Shares                           Contractual     1.90%      July 1, 2012     June 30, 2013
   Class Y Shares                           Contractual     1.75%      July 1, 2012     June 30, 2013
</TABLE>

See page 15 for footnotes to Exhibit A.

                                       7

<PAGE>

                                                         as of February 6, 2013


<TABLE>
<CAPTION>
                                      CONTRACTUAL/  EXPENSE   EFFECTIVE DATE OF     EXPIRATION
FUND                                   VOLUNTARY   LIMITATION   CURRENT LIMIT         DATE
----                                  ------------ ---------- ------------------- ---------------
<S>                                   <C>          <C>        <C>                 <C>
Invesco Income Allocation Fund
   Class A Shares                     Contractual     0.25%      May 1, 2012      April 30, 2014
   Class B Shares                     Contractual     1.00%      May 1, 2012      April 30, 2014
   Class C Shares                     Contractual     1.00%      May 1, 2012      April 30, 2014
   Class R Shares                     Contractual     0.50%      May 1, 2012      April 30, 2014
   Class R5 Shares                    Contractual     0.00%      May 1, 2012      April 30, 2014
   Class Y Shares                     Contractual     0.00%      May 1, 2012      April 30, 2014

Invesco International Allocation Fund
   Class A Shares                     Contractual     2.25%      May 1, 2012      June 30, 2013
   Class B Shares                     Contractual     3.00%      May 1, 2012      June 30, 2013
   Class C Shares                     Contractual     3.00%      May 1, 2012      June 30, 2013
   Class R Shares                     Contractual     2.50%      May 1, 2012      June 30, 2013
   Class R5 Shares                    Contractual     2.00%      May 1, 2012      June 30, 2013
   Class Y Shares                     Contractual     2.00%      May 1, 2012      June 30, 2013

Invesco Leaders Fund
   Class A Shares                     Contractual     2.25%      July 1, 2012     June 30, 2013
   Class B Shares                     Contractual     3.00%      July 1, 2012     June 30, 2013
   Class C Shares                     Contractual     3.00%      July 1, 2012     June 30, 2013
   Class Y Shares                     Contractual     2.00%      July 1, 2012     June 30, 2013

Invesco Mid Cap Core Equity Fund
   Class A Shares                     Contractual     2.00%      July 1, 2009     June 30, 2013
   Class B Shares                     Contractual     2.75%      July 1, 2009     June 30, 2013
   Class C Shares                     Contractual     2.75%      July 1, 2009     June 30, 2013
   Class R Shares                     Contractual     2.25%      July 1, 2009     June 30, 2013
   Class R5 Shares                    Contractual     1.75%      July 1, 2009     June 30, 2013
   Class R6 Shares                    Contractual     1.75%   September 24, 2012  June 30, 2013
   Class Y Shares                     Contractual     1.75%      July 1, 2009     June 30, 2013

Invesco Moderate Allocation Fund
   Class A Shares                     Contractual     1.50%      July 1, 2012     June 30, 2013
   Class B Shares                     Contractual     2.25%      July 1, 2012     June 30, 2013
   Class C Shares                     Contractual     2.25%      July 1, 2012     June 30, 2013
   Class R Shares                     Contractual     1.75%      July 1, 2012     June 30, 2013
   Class R5 Shares                    Contractual     1.25%      July 1, 2012     June 30, 2013
   Class S Shares                     Contractual     1.40%      July 1, 2012     June 30, 2013
   Class Y Shares                     Contractual     1.25%      July 1, 2012     June 30, 2013

Invesco Small Cap Growth Fund
   Class A Shares                     Contractual     2.00%      July 1, 2009     June 30, 2013
   Class B Shares                     Contractual     2.75%      July 1, 2009     June 30, 2013
   Class C Shares                     Contractual     2.75%      July 1, 2009     June 30, 2013
   Class R Shares                     Contractual     2.25%      July 1, 2009     June 30, 2013
   Class R5 Shares                    Contractual     1.75%      July 1, 2009     June 30, 2013
   Class R6 Shares                    Contractual     1.75%   September 24, 2012  June 30, 2013
   Class Y Shares                     Contractual     1.75%      July 1, 2009     June 30, 2013
   Investor Class Shares              Contractual     2.00%      July 1, 2009     June 30, 2013

Invesco U.S. Mortgage Fund
   Class A Shares                     Contractual     1.50%      July 1, 2012     June 30, 2013
   Class B Shares                     Contractual     2.25%      July 1, 2012     June 30, 2013
   Class C Shares                     Contractual     2.25%      July 1, 2012     June 30, 2013
   Class R5 Shares                    Contractual     1.25%      July 1, 2012     June 30, 2013
   Class Y Shares                     Contractual     1.25%      July 1, 2012     June 30, 2013
</TABLE>

      AIM INTERNATIONAL MUTUAL FUNDS (INVESCO INTERNATIONAL MUTUAL FUNDS)

<TABLE>
<CAPTION>
                                      CONTRACTUAL/  EXPENSE   EFFECTIVE DATE OF  EXPIRATION
FUND                                   VOLUNTARY   LIMITATION   CURRENT LIMIT       DATE
----                                  ------------ ---------- ----------------- -------------
<S>                                   <C>          <C>        <C>               <C>
Invesco Asia Pacific Growth Fund
   Class A Shares                     Contractual     2.25%     July 1, 2009    June 30, 2013
   Class B Shares                     Contractual     3.00%     July 1, 2009    June 30, 2013
   Class C Shares                     Contractual     3.00%     July 1, 2009    June 30, 2013
   Class Y Shares                     Contractual     2.00%     July 1, 2009    June 30, 2013
</TABLE>

See page 15 for footnotes to Exhibit A.

                                       8

<PAGE>

                                                         as of February 6, 2013


<TABLE>
<CAPTION>
                                            CONTRACTUAL/  EXPENSE   EFFECTIVE DATE OF      EXPIRATION
FUND                                         VOLUNTARY   LIMITATION   CURRENT LIMIT           DATE
----                                        ------------ ---------- ------------------- ------------------
<S>                                         <C>          <C>        <C>                 <C>
Invesco European Growth Fund
   Class A Shares                           Contractual     2.25%      July 1, 2009       June 30, 2013
   Class B Shares                           Contractual     3.00%      July 1, 2009       June 30. 2013
   Class C Shares                           Contractual     3.00%      July 1, 2009       June 30, 2013
   Class R Shares                           Contractual     2.50%      July 1, 2009       June 30, 2013
   Class Y Shares                           Contractual     2.00%      July 1, 2009       June 30, 2013
   Investor Class Shares                    Contractual     2.25%      July 1, 2009       June 30, 2013

Invesco Global Growth Fund
   Class A Shares                           Contractual     1.32%   December 19, 2011   December 31, 2012
   Class B Shares                           Contractual     2.07%   December 19, 2011   December 31, 2012
   Class C Shares                           Contractual     2.07%   December 19, 2011   December 31, 2012
   Class R5 Shares                          Contractual     1.07%   December 19, 2011   December 31, 2012
   Class R6 Shares                          Contractual     1.07%   September 24, 2012  December 31, 2012
   Class Y Shares                           Contractual     1.07%   December 19, 2011   December 31, 2012

Invesco Global Growth Fund
   Class A Shares                           Contractual     2.25%    January 1, 2013      June 30, 2013
   Class B Shares                           Contractual     3.00%    January 1, 2013      June 30. 2013
   Class C Shares                           Contractual     3.00%    January 1, 2013      June 30, 2013
   Class R5 Shares                          Contractual     2.00%    January 1, 2013      June 30, 2013
   Class R6 Shares                          Contractual     2.00%    January 1, 2013      June 30, 2013
   Class Y Shares                           Contractual     2.00%    January 1, 2013      June 30, 2013

Invesco Global Opportunities Fund
   Class A Shares                           Contractual     1.36%     August 1, 2012    February 28, 2014
   Class C Shares                           Contractual     2.11%     August 1, 2012    February 28, 2014
   Class R Shares                           Contractual     1.61%     August 1, 2012    February 28, 2014
   Class R5 Shares                          Contractual     1.11%     August 1, 2012    February 28, 2014
   Class R6 Shares                          Contractual     1.11%   September 24, 2012  February 28, 2014
   Class Y Shares                           Contractual     1.11%     August 1, 2012    February 28, 2014

Invesco Select Opportunities Fund
   Class A Shares                           Contractual     1.51%     August 1, 2012    February 28, 2014
   Class C Shares                           Contractual     2.26%     August 1, 2012    February 28, 2014
   Class R Shares                           Contractual     1.76%     August 1, 2012    February 28, 2014
   Class R5 Shares                          Contractual     1.26%     August 1, 2012    February 28, 2014
   Class R6 Shares                          Contractual     1.26%   September 24, 2012  February 28, 2014
   Class Y Shares                           Contractual     1.26%     August 1, 2012    February 28, 2014

Invesco Global Small & Mid Cap Growth Fund
   Class A Shares                           Contractual     2.25%      July 1, 2009       June 30. 2013
   Class B Shares                           Contractual     3.00%      July 1, 2009       June 30, 2013
   Class C Shares                           Contractual     3.00%      July 1, 2009       June 30, 2013
   Class R5 Shares                          Contractual     2.00%      July 1, 2009       June 30, 2013
   Class Y Shares                           Contractual     2.00%      July 1, 2009       June 30, 2013

Invesco International Core Equity Fund
   Class A Shares                           Contractual     2.25%      July 1, 2009       June 30. 2013
   Class B Shares                           Contractual     3.00%      July 1, 2009       June 30, 2013
   Class C Shares                           Contractual     3.00%      July 1, 2009       June 30, 2013
   Class R Shares                           Contractual     2.50%      July 1, 2009       June 30, 2013
   Class R5 Shares                          Contractual     2.00%      July 1, 2009       June 30, 2013
   Class R6 Shares                          Contractual     2.00%   September 24, 2012    June 30, 2013
   Class Y Shares                           Contractual     2.00%      July 1, 2009       June 30, 2013
   Investor Class Shares                    Contractual     2.25%      July 1, 2009       June 30, 2013

Invesco International Growth Fund
   Class A Shares                           Contractual     1.40%      May 23, 2011       June 30, 2013
   Class B Shares                           Contractual     2.15%      May 23, 2011       June 30, 2013
   Class C Shares                           Contractual     2.15%      May 23, 2011       June 30, 2013
   Class R Shares                           Contractual     1.65%      May 23, 2011       June 30, 2013
   Class R5 Shares                          Contractual     1.15%      May 23, 2011       June 30, 2013
   Class R6 Shares                          Contractual     1.15%   September 24, 2012    June 30, 2013
   Class Y Shares                           Contractual     1.15%      May 23, 2011       June 30, 2013
</TABLE>

See page 15 for footnotes to Exhibit A.

                                       9

<PAGE>

                                                         as of February 6, 2013


<TABLE>
<CAPTION>
                                                  CONTRACTUAL/  EXPENSE   EFFECTIVE DATE OF      EXPIRATION
FUND                                               VOLUNTARY   LIMITATION   CURRENT LIMIT           DATE
----                                              ------------ ---------- ------------------- ------------------
<S>                                               <C>          <C>        <C>                 <C>
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

                                AIM INVESTMENT FUNDS (INVESCO INVESTMENT FUNDS)

                                                  CONTRACTUAL/  EXPENSE   EFFECTIVE DATE OF      EXPIRATION
FUND                                               VOLUNTARY   LIMITATION   CURRENT LIMIT           DATE
----                                              ------------ ---------- ------------------- ------------------
Invesco Balanced-Risk Allocation Fund/3/
   Class A Shares                                 Contractual     2.00%      July 1, 2012       June 30. 2013
   Class B Shares                                 Contractual     2.75%      July 1, 2012       June 30, 2013
   Class C Shares                                 Contractual     2.75%      July 1, 2012       June 30, 2013
   Class R Shares                                 Contractual     2.25%      July 1, 2012       June 30, 2013
   Class R5 Shares                                Contractual     1.75%      July 1, 2012       June 30, 2013
   Class R6 Shares                                Contractual     1.75%   September 24, 2012    June 30, 2013
   Class Y Shares                                 Contractual     1.75%      July 1, 2012       June 30, 2013
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, 2013
   Class B Shares                                 Contractual     3.00%      July 1, 2009       June 30, 2013
   Class C Shares                                 Contractual     3.00%      July 1, 2009       June 30, 2013
   Class R5 Shares                                Contractual     2.00%      July 1, 2009       June 30, 2013
   Class Y Shares                                 Contractual     2.00%      July 1, 2009       June 30, 2013
Invesco Developing Markets Fund
   Class A Shares                                 Contractual     2.25%      July 1, 2012       June 30. 2013
   Class B Shares                                 Contractual     3.00%      July 1, 2012       June 30, 2013
   Class C Shares                                 Contractual     3.00%      July 1, 2012       June 30, 2013
   Class R5 Shares                                Contractual     2.00%      July 1, 2012       June 30, 2013
   Class R6 Shares                                Contractual     2.00%   September 24, 2012    June 30, 2013
   Class Y Shares                                 Contractual     2.00%      July 1, 2012       June 30, 2013
Invesco Emerging Market Local Currency Debt Fund
   Class A Shares                                 Contractual     1.24%     June 14, 2010     February 28, 2014
   Class B Shares                                 Contractual     1.99%     June 14, 2010     February 28, 2014
   Class C Shares                                 Contractual     1.99%     June 14, 2010     February 28, 2014
   Class R Shares                                 Contractual     1.49%     June 14, 2010     February 28, 2014
   Class Y Shares                                 Contractual     0.99%     June 14, 2010     February 28, 2014
   Class R5 Shares                                Contractual     0.99%     June 14, 2010     February 28, 2014
   Class R6 Shares                                Contractual     0.99%   September 24, 2012  February 28, 2014
Invesco Emerging Markets Equity Fund
   Class A Shares                                 Contractual     1.85%      May 11, 2011     February 28, 2014
   Class C Shares                                 Contractual     2.60%      May 11, 2011     February 28, 2014
   Class R Shares                                 Contractual     2.10%      May 11, 2011     February 28, 2014
   Class R5 Shares                                Contractual     1.60%      May 11, 2011     February 28, 2014
   Class R6 Shares                                Contractual     1.60%   September 24, 2012  February 28, 2014
   Class Y Shares                                 Contractual     1.60%      May 11, 2011     February 28, 2014
</TABLE>

See page 15 for footnotes to Exhibit A.

                                      10

<PAGE>

                                                         as of February 6, 2013


<TABLE>
<CAPTION>
                                              CONTRACTUAL/   EXPENSE   EFFECTIVE DATE OF      EXPIRATION
FUND                                           VOLUNTARY    LIMITATION   CURRENT LIMIT           DATE
----                                          ------------  ---------- ------------------- ------------------
<S>                                           <C>           <C>        <C>                 <C>
Invesco Endeavor Fund
   Class A Shares                             Contractual      2.00%      July 1, 2009       June 30. 2013
   Class B Shares                             Contractual      2.75%      July 1, 2009       June 30, 2013
   Class C Shares                             Contractual      2.75%      July 1, 2009       June 30, 2013
   Class R Shares                             Contractual      2.25%      July 1, 2009       June 30, 2013
   Class R5 Shares                            Contractual      1.75%      July 1, 2009       June 30, 2013
   Class R6 Shares                            Contractual      1.75%   September 24, 2012    June 30, 2013
   Class Y Shares                             Contractual      1.75%      July 1, 2009       June 30, 2013
Invesco Global Health Care Fund
   Class A Shares                             Contractual      2.00%      July 1, 2012       June 30. 2013
   Class B Shares                             Contractual      2.75%      July 1, 2012       June 30, 2013
   Class C Shares                             Contractual      2.75%      July 1, 2012       June 30, 2013
   Class Y Shares                             Contractual      1.75%      July 1, 2012       June 30, 2013
   Investor Class Shares                      Contractual      2.00%      July 1, 2012       June 30, 2013
Invesco Global Markets Strategy Fund/5/
   Class H1 Shares                            Contractual      2.00%   September 25, 2012  February 28, 2014
Invesco International Total Return Fund
   Class A Shares                             Contractual      1.10%     March 31, 2006    February 28, 2014
   Class B Shares                             Contractual      1.85%     March 31, 2006    February 28, 2014
   Class C Shares                             Contractual      1.85%     March 31, 2006    February 28, 2014
   Class R5 Shares                            Contractual      0.85%    October 3, 2008    February 28, 2014
   Class R6 Shares                            Contractual      0.85%   September 24, 2012  February 28, 2014
   Class Y Shares                             Contractual      0.85%     March 31, 2006    February 28, 2014
Invesco Pacific Growth Fund
   Class A Shares                             Contractual      2.25%      July 1, 2012       June 30. 2013
   Class B Shares                             Contractual      3.00%      July 1, 2012       June 30, 2013
   Class C Shares                             Contractual      3.00%      July 1, 2012       June 30, 2013
   Class R Shares                             Contractual      2.50%      July 1, 2012       June 30, 2013
   Class R5 Shares                            Contractual      2.00%      July 1, 2012       June 30, 2013
   Class Y Shares                             Contractual      2.00%      July 1, 2012       June 30, 2013
Invesco Premium Income Fund
   Class A Shares                             Contractual      0.89%   December 13, 2011   February 28, 2014
   Class C Shares                             Contractual      1.64%   December 13, 2011   February 28, 2014
   Class R Shares                             Contractual      1.14%   December 13, 2011   February 28, 2014
   Class R5 Shares                            Contractual      0.64%   December 13, 2011   February 28, 2014
   Class R6 Shares                            Contractual      0.64%   September 24, 2012  February 28, 2014
   Class Y Shares                             Contractual      0.64%   December 13, 2011   February 28, 2014
Invesco Select Companies Fund
   Class A Shares                             Contractual      2.00%      July 1, 2009       June 30. 2013
   Class B Shares                             Contractual      2.75%      July 1, 2009       June 30, 2013
   Class C Shares                             Contractual      2.75%      July 1, 2009       June 30, 2013
   Class R Shares                             Contractual      2.25%      July 1, 2009       June 30, 2013
   Class R5 Shares                            Contractual      1.75%      July 1, 2009       June 30, 2013
   Class Y Shares                             Contractual      1.75%      July 1, 2009       June 30, 2013
</TABLE>

     AIM INVESTMENT SECURITIES FUNDS (INVESCO INVESTMENT SECURITIES FUNDS)

<TABLE>
<CAPTION>
                                              CONTRACTUAL/  EXPENSE   EFFECTIVE DATE OF    EXPIRATION
FUND                                           VOLUNTARY   LIMITATION   CURRENT LIMIT         DATE
----                                          ------------ ---------- ------------------- --------------
<S>                                           <C>          <C>        <C>                 <C>
Invesco Corporate Bond Fund
   Class A Shares                             Contractual     1.50%      July 1, 2012     June 30, 2013
   Class B Shares                             Contractual     2.25%      July 1, 2012     June 30, 2013
   Class C Shares                             Contractual     2.25%      July 1, 2012     June 30, 2013
   Class R Shares                             Contractual     1.75%      July 1, 2012     June 30, 2013
   Class R5 Shares                            Contractual     1.25%      July 1, 2012     June 30, 2013
   Class R6 Shares                            Contractual     1.25%   September 24, 2012  June 30, 2013
   Class Y Shares                             Contractual     1.25%      July 1, 2012     June 30, 2013
</TABLE>

See page 15 for footnotes to Exhibit A.

                                      11

<PAGE>

                                                         as of February 6, 2013


<TABLE>
<CAPTION>
                                        CONTRACTUAL/  EXPENSE   EFFECTIVE DATE OF    EXPIRATION
FUND                                     VOLUNTARY   LIMITATION   CURRENT LIMIT         DATE
----                                    ------------ ---------- ------------------- --------------
<S>                                     <C>          <C>        <C>                 <C>
Invesco Dynamics Fund
   Class A Shares                       Contractual     2.00%      July 1, 2009     June 30. 2013
   Class B Shares                       Contractual     2.75%      July 1, 2009     June 30, 2013
   Class C Shares                       Contractual     2.75%      July 1, 2009     June 30, 2013
   Class R Shares                       Contractual     2.25%      July 1, 2009     June 30, 2013
   Class R5 Shares                      Contractual     1.75%      July 1, 2009     June 30, 2013
   Class R6 Shares                      Contractual     1.75%   September 24, 2012  June 30, 2013
   Class Y Shares                       Contractual     1.75%      July 1, 2009     June 30, 2013
   Investor Class Shares                Contractual     2.00%      July 1, 2009     June 30. 2013
Invesco Global Real Estate Fund
   Class A Shares                       Contractual     2.00%      July 1, 2009     June 30, 2013
   Class B Shares                       Contractual     2.75%      July 1, 2009     June 30, 2013
   Class C Shares                       Contractual     2.75%      July 1, 2009     June 30, 2013
   Class R Shares                       Contractual     2.25%      July 1, 2009     June 30, 2013
   Class R5 Shares                      Contractual     1.75%      July 1, 2009     June 30, 2013
   Class R6 Shares                      Contractual     1.75%   September 24, 2012  June 30, 2013
   Class Y Shares                       Contractual     1.75%      July 1, 2009     June 30, 2013
Invesco High Yield Fund
   Class A Shares                       Contractual     0.89%      June 6, 2011     June 30, 2013
   Class B Shares                       Contractual     1.64%      June 6, 2011     June 30, 2013
   Class C Shares                       Contractual     1.64%      June 6, 2011     June 30, 2013
   Class R5 Shares                      Contractual     0.64%      June 6, 2011     June 30, 2013
   Class R6 Shares                      Contractual     0.64%   September 24, 2012  June 30, 2013
   Class Y Shares                       Contractual     0.64%      June 6, 2011     June 30, 2013
   Investor Class Shares                Contractual     0.89%      June 6, 2011     June 30, 2013
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 High Yield Securities Fund
   Class A Shares                       Contractual     1.50%      July 1, 2012     June 30, 2013
   Class B Shares                       Contractual     2.00%      July 1, 2012     June 30, 2013
   Class C Shares                       Contractual     2.10%      July 1, 2012     June 30, 2013
   Class Y Shares                       Contractual     1.25%      July 1, 2012     June 30, 2013
Invesco Limited Maturity Treasury Fund
   Class A Shares                       Contractual     1.50%      July 1, 2012     June 30, 2013
   Class A2 Shares                      Contractual     1.40%      July 1, 2012     June 30, 2013
   Class R5 Shares                      Contractual     1.25%      July 1, 2012     June 30, 2013
   Class Y Shares                       Contractual     1.25%      July 1, 2012     June 30, 2013
Invesco Municipal Bond Fund
   Class A Shares                       Contractual     1.50%      July 1, 2012     June 30, 2013
   Class B Shares                       Contractual     2.25%      July 1, 2012     June 30, 2013
   Class C Shares                       Contractual     2.25%      July 1, 2012     June 30, 2013
   Class Y Shares                       Contractual     1.25%      July 1, 2012     June 30, 2013
   Investor Class Shares                Contractual     1.50%      July 1, 2012     June 30, 2013
Invesco Real Estate Fund
   Class A Shares                       Contractual     2.00%      July 1, 2012     June 30, 2013
   Class B Shares                       Contractual     2.75%      July 1, 2012     June 30, 2013
   Class C Shares                       Contractual     2.75%      July 1, 2012     June 30, 2013
   Class R Shares                       Contractual     2.25%      July 1, 2012     June 30, 2013
   Class R5 Shares                      Contractual     1.75%      July 1, 2012     June 30, 2013
   Class R6 Shares                      Contractual     1.75%   September 24, 2012  June 30, 2013
   Class Y Shares                       Contractual     1.75%      July 1, 2012     June 30, 2013
   Investor Class Shares                Contractual     2.00%      July 1, 2012     June 30, 2013
</TABLE>

See page 15 for footnotes to Exhibit A.

                                      12

<PAGE>

                                                         as of February 6, 2013


<TABLE>
<CAPTION>
                                              CONTRACTUAL/  EXPENSE    EFFECTIVE DATE OF    EXPIRATION
FUND                                           VOLUNTARY   LIMITATION    CURRENT LIMIT         DATE
----                                          ------------ ----------  ------------------- --------------
<S>                                           <C>          <C>         <C>                 <C>
Invesco Short Term Bond Fund
   Class A Shares                             Contractual     0.56%       June 6, 2011     June 30, 2013
   Class C Shares                             Contractual     0.91%/2/   March 4, 2009     June 30, 2013
   Class R Shares                             Contractual     0.91%      March 4, 2009     June 30, 2013
   Class R5 Shares                            Contractual     0.41%      March 4, 2009     June 30, 2013
   Class R6 Shares                            Contractual     0.41%    September 24, 2012  June 30, 2013
   Class Y Shares                             Contractual     0.41%      March 4, 2009     June 30, 2013
Invesco U.S. Government Fund
   Class A Shares                             Contractual     1.50%       July 1, 2012     June 30, 2013
   Class B Shares                             Contractual     2.25%       July 1, 2012     June 30, 2013
   Class C Shares                             Contractual     2.25%       July 1, 2012     June 30, 2013
   Class R Shares                             Contractual     1.75%       July 1, 2012     June 30, 2013
   Class R5 Shares                            Contractual     1.25%       July 1, 2012     June 30, 2013
   Class Y Shares                             Contractual     1.25%       July 1, 2012     June 30, 2013
   Investor Class Shares                      Contractual     1.50%       July 1, 2012     June 30, 2013
</TABLE>

                    AIM SECTOR FUNDS (INVESCO SECTOR FUNDS)

<TABLE>
<CAPTION>
                                              CONTRACTUAL/  EXPENSE   EFFECTIVE DATE OF    EXPIRATION
FUND                                           VOLUNTARY   LIMITATION   CURRENT LIMIT         DATE
----                                          ------------ ---------- ------------------- --------------
<S>                                           <C>          <C>        <C>                 <C>
Invesco American Value Fund
   Class A Shares                             Contractual     1.25%     April 30, 2012    June 30, 2013
   Class B Shares                             Contractual     2.00%     April 30, 2012    June 30, 2013
   Class C Shares                             Contractual     2.00%     April 30, 2012    June 30, 2013
   Class R Shares                             Contractual     1.50%     April 30, 2012    June 30, 2013
   Class R5 Shares                            Contractual     1.00%     April 30, 2012    June 30, 2013
   Class R6 Shares                            Contractual     1.00%   September 24, 2012  June 30, 2013
   Class Y Shares                             Contractual     1.00%     April 30, 2012    June 30, 2013
Invesco Comstock Fund
   Class A Shares                             Contractual     2.00%      July 1, 2012     June 30, 2013
   Class B Shares                             Contractual     2.75%      July 1, 2012     June 30, 2013
   Class C Shares                             Contractual     2.75%      July 1, 2012     June 30, 2013
   Class R Shares                             Contractual     2.25%      July 1, 2012     June 30, 2013
   Class R5 Shares                            Contractual     1.75%      July 1, 2012     June 30, 2013
   Class R6 Shares                            Contractual     1.75%   September 24, 2012  June 30, 2013
   Class Y Shares                             Contractual     1.75%      July 1, 2012     June 30, 2013
Invesco Energy Fund
   Class A Shares                             Contractual     2.00%      July 1, 2009     June 30, 2013
   Class B Shares                             Contractual     2.75%      July 1, 2009     June 30, 2013
   Class C Shares                             Contractual     2.75%      July 1, 2009     June 30, 2013
   Class R5 Shares                            Contractual     1.75%      July 1, 2009     June 30, 2013
   Class Y Shares                             Contractual     1.75%      July 1, 2009     June 30, 2013
   Investor Class Shares                      Contractual     2.00%      July 1, 2009     June 30, 2013
Invesco Gold & Precious Metals Fund
   Class A Shares                             Contractual     2.00%      July 1, 2009     June 30, 2013
   Class B Shares                             Contractual     2.75%      July 1, 2009     June 30, 2013
   Class C Shares                             Contractual     2.75%      July 1, 2009     June 30, 2013
   Class Y Shares                             Contractual     1.75%      July 1, 2009     June 30, 2013
   Investor Class Shares                      Contractual     2.00%      July 1, 2009     June 30, 2013
Invesco Leisure Fund
   Class A Shares                             Contractual     2.00%      July 1, 2009     June 30, 2013
   Class B Shares                             Contractual     2.75%      July 1, 2009     June 30, 2013
   Class C Shares                             Contractual     2.75%      July 1, 2009     June 30, 2013
   Class R Shares                             Contractual     2.25%      July 1, 2009     June 30, 2013
   Class Y Shares                             Contractual     1.75%      July 1, 2009     June 30, 2013
   Investor Class Shares                      Contractual     2.00%      July 1, 2009     June 30, 2013
</TABLE>

See page 15 for footnotes to Exhibit A.

                                      13

<PAGE>

                                                         as of February 6, 2013


<TABLE>
<CAPTION>
                                              CONTRACTUAL/  EXPENSE   EFFECTIVE DATE OF     EXPIRATION
FUND                                           VOLUNTARY   LIMITATION  CURRENT LIMIT           DATE
----                                          ------------ ---------- ------------------ ------------------
<S>                                           <C>          <C>        <C>                <C>
Invesco Mid Cap Growth Fund
   Class A Shares                             Contractual     2.00%     July 1, 2012       June 30, 2013
   Class B Shares                             Contractual     2.75%     July 1, 2012       June 30, 2013
   Class C Shares                             Contractual     2.75%     July 1, 2012       June 30, 2013
   Class R Shares                             Contractual     2.25%     July 1, 2012       June 30, 2013
   Class R5 Shares                            Contractual     1.75%     July 1, 2012       June 30, 2013
   Class Y Shares                             Contractual     1.75%     July 1, 2012       June 30, 2013
Invesco Small Cap Value Fund
   Class A Shares                             Contractual     2.00%     July 1, 2012       June 30, 2013
   Class B Shares                             Contractual     2.75%     July 1, 2012       June 30, 2013
   Class C Shares                             Contractual     2.75%     July 1, 2012       June 30, 2013
   Class Y Shares                             Contractual     1.75%     July 1, 2012       June 30, 2013
Invesco Technology Fund
   Class A Shares                             Contractual     2.00%     July 1, 2012       June 30, 2013
   Class B Shares                             Contractual     2.75%     July 1, 2012       June 30, 2013
   Class C Shares                             Contractual     2.75%     July 1, 2012       June 30, 2013
   Class R5 Shares                            Contractual     1.75%     July 1, 2012       June 30, 2013
   Class Y Shares                             Contractual     1.75%     July 1, 2012       June 30, 2013
   Investor Class Shares                      Contractual     2.00%     July 1, 2012       June 30, 2013
Invesco Technology Sector Fund
   Class A Shares                             Contractual     2.00%   February 12, 2010    June 30, 2013
   Class B Shares                             Contractual     2.75%   February 12, 2010    June 30, 2013
   Class C Shares                             Contractual     2.75%   February 12, 2010    June 30, 2013
   Class Y Shares                             Contractual     1.75%   February 12, 2010    June 30, 2013
Invesco Dividend Income Fund
   Class A Shares                             Contractual     1.10%   February 6, 2013   February 28, 2014
   Class B Shares                             Contractual     1.85%   February 6, 2013   February 28, 2014
   Class C Shares                             Contractual     1.85%   February 6, 2013   February 28, 2014
   Class R5 Shares                            Contractual     0.85%   February 6, 2013   February 28, 2014
   Class R6 Shares                            Contractual     0.85%   February 6, 2013   February 28, 2014
   Class Y Shares                             Contractual     0.85%   February 6, 2013   February 28, 2014
   Investor Class Shares                      Contractual     1.10%   February 6, 2013   February 28, 2014
Invesco Value Opportunities Fund
   Class A Shares                             Contractual     2.00%     July 1, 2012       June 30, 2013
   Class B Shares                             Contractual     2.75%     July 1, 2012       June 30, 2013
   Class C Shares                             Contractual     2.75%     July 1, 2012       June 30, 2013
   Class R Shares                             Contractual     2.25%     July 1, 2012       June 30, 2013
   Class R5 Shares                            Contractual     1.75%     July 1, 2012       June 30, 2013
   Class Y Shares                             Contractual     1.75%     July 1, 2012       June 30, 2013
</TABLE>

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

<TABLE>
<CAPTION>
                                              CONTRACTUAL/  EXPENSE   EFFECTIVE DATE OF   EXPIRATION
FUND                                           VOLUNTARY   LIMITATION  CURRENT LIMIT         DATE
----                                          ------------ ---------- -----------------  --------------
<S>                                           <C>          <C>        <C>                <C>
Invesco High Yield Municipal Fund
   Class A Shares                             Contractual     1.50%     July 1, 2012     June 30, 2013
   Class B Shares                             Contractual     2.25%     July 1, 2012     June 30, 2013
   Class C Shares                             Contractual     2.25%     July 1, 2012     June 30, 2013
   Class R5 Shares                            Contractual     1.25%     July 1, 2012     June 30, 2013
   Class Y Shares                             Contractual     1.25%     July 1, 2012     June 30, 2013
Invesco Intermediate Term Municipal Income
  Fund
   Class A Shares                             Contractual     0.75%     June 6, 2011     June 30, 2013
   Class B Shares                             Contractual     1.50%     June 6, 2011     June 30, 2013
   Class C Shares                             Contractual     1.50%     June 6, 2011     June 30, 2013
   Class Y Shares                             Contractual     0.50%     June 6, 2011     June 30, 2013
</TABLE>

See page 15 for footnotes to Exhibit A.

                                      14

<PAGE>

                                                         as of February 6, 2013


<TABLE>
<CAPTION>
                                              CONTRACTUAL/  EXPENSE   EFFECTIVE DATE OF   EXPIRATION
FUND                                           VOLUNTARY   LIMITATION  CURRENT LIMIT         DATE
----                                          ------------ ---------- -----------------  --------------
<S>                                           <C>          <C>        <C>                <C>
Invesco Municipal Income Fund
   Class A Shares                             Contractual     0.83%     June 6, 2011     June 30, 2013
   Class B Shares                             Contractual     1.58%     June 6, 2011     June 30, 2013
   Class C Shares                             Contractual     1.58%     June 6, 2011     June 30, 2013
   Class Y Shares                             Contractual     0.58%     June 6, 2011     June 30, 2013
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
Invesco New York Tax Free Income Fund
   Class A Shares                             Contractual     1.50%     July 1, 2012     June 30, 2013
   Class B Shares                             Contractual     2.25%     July 1, 2012     June 30, 2013
   Class C Shares                             Contractual     2.25%     July 1, 2012     June 30, 2013
   Class Y Shares                             Contractual     1.25%     July 1, 2012     June 30, 2013
Invesco Tax-Free Intermediate Fund
   Class A Shares                             Contractual     1.50%     July 1, 2012     June 30, 2013
   Class A2 Shares                            Contractual     1.25%     July 1, 2012     June 30, 2013
   Class R5 Shares                            Contractual     1.25%     July 1, 2012     June 30, 2013
   Class Y Shares                             Contractual     1.25%     July 1, 2012     June 30, 2013
</TABLE>

                           INVESCO SECURITIES TRUST

<TABLE>
<CAPTION>
                                              CONTRACTUAL/  EXPENSE   EFFECTIVE DATE OF     EXPIRATION
FUND                                           VOLUNTARY   LIMITATION  CURRENT LIMIT           DATE
----                                          ------------ ---------- -----------------  ------------------
<S>                                           <C>          <C>        <C>                <C>
Invesco Balanced-Risk Aggressive Allocation
  Fund                                        Contractual     1.15%   January 16, 2013   February 28, 2014
</TABLE>

/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.

                                      15

<PAGE>

                                                         as of February 6, 2013


              EXHIBIT "B" - INSTITUTIONAL MONEY MARKET FUNDS/1,2/

                         SHORT-TERM INVESTMENTS TRUST

<TABLE>
<CAPTION>
                                    CONTRACTUAL/  EXPENSE    EFFECTIVE DATE OF     EXPIRATION
FUND                                 VOLUNTARY   LIMITATION   CURRENT LIMIT           DATE
----                                ------------ ----------  -----------------  ------------------
<S>                                 <C>          <C>         <C>                <C>
Government & Agency Portfolio
   Cash Management Class            Contractual     0.22%/2/   July 1, 2009     December 31, 2013
   Corporate Class                  Contractual     0.17%      July 1, 2009     December 31, 2013
   Institutional Class              Contractual     0.14%      July 1, 2009     December 31, 2013
   Personal Investment Class        Contractual     0.69%/2/   July 1, 2009     December 31, 2013
   Private Investment Class         Contractual     0.44%/2/   July 1, 2009     December 31, 2013
   Reserve Class                    Contractual     1.01%/2/   July 1, 2009     December 31, 2013
   Resource Class                   Contractual     0.30%/2/   July 1, 2009     December 31, 2013
Government TaxAdvantage Portfolio
   Cash Management Class            Contractual     0.22%/2/   July 1, 2009     December 31, 2013
   Corporate Class                  Contractual     0.17%      July 1, 2009     December 31, 2013
   Institutional Class              Contractual     0.14%      July 1, 2009     December 31, 2013
   Personal Investment Class        Contractual     0.69%/2/   July 1, 2009     December 31, 2013
   Private Investment Class         Contractual     0.39%/2/   July 1, 2009     December 31, 2013
   Reserve Class                    Contractual     1.01%/2/   July 1, 2009     December 31, 2013
   Resource Class                   Contractual     0.30%/2/   July 1, 2009     December 31, 2013
Liquid Assets Portfolio
   Cash Management Class            Contractual     0.22%/2/   July 1, 2009     December 31, 2013
   Corporate Class                  Contractual     0.17%      July 1, 2009     December 31, 2013
   Institutional Class              Contractual     0.14%      July 1, 2009     December 31, 2013
   Personal Investment Class        Contractual     0.69%/2/   July 1, 2009     December 31, 2013
   Private Investment Class         Contractual     0.44%/2/   July 1, 2009     December 31, 2013
   Reserve Class                    Contractual     1.01%/2/   July 1, 2009     December 31, 2013
   Resource Class                   Contractual     0.34%      July 1, 2009     December 31, 2013
STIC Prime Portfolio
   Cash Management Class            Contractual     0.22%/2/   July 1, 2009     December 31, 2013
   Corporate Class                  Contractual     0.17%      July 1, 2009     December 31, 2013
   Institutional Class              Contractual     0.14%      July 1, 2009     December 31, 2013
   Personal Investment Class        Contractual     0.69%/2/   July 1, 2009     December 31, 2013
   Private Investment Class         Contractual     0.44%/2/   July 1, 2009     December 31, 2013
   Reserve Class                    Contractual     1.01%/2/   July 1, 2009     December 31, 2013
   Resource Class                   Contractual     0.30%/2/   July 1, 2009     December 31, 2013
Tax-Free Cash Reserve Portfolio/3/
   Cash Management Class            Contractual     0.33%/2/   July 1, 2009     December 31, 2013
   Corporate Class                  Contractual     0.28%      July 1, 2009     December 31, 2013
   Institutional Class              Contractual     0.25%      July 1, 2009     December 31, 2013
   Personal Investment Class        Contractual     0.80%/2/   July 1, 2009     December 31, 2013
   Private Investment Class         Contractual     0.50%/2/   July 1, 2009     December 31, 2013
   Reserve Class                    Contractual     1.12%/2/   July 1, 2009     December 31, 2013
   Resource Class                   Contractual     0.41%/2/   July 1, 2009     December 31, 2013
Treasury Portfolio
   Cash Management Class            Contractual     0.22%/2/   July 1, 2009     December 31, 2013
   Corporate Class                  Contractual     0.17%      July 1, 2009     December 31, 2013
   Institutional Class              Contractual     0.14%      July 1, 2009     December 31, 2013
   Personal Investment Class        Contractual     0.69%/2/   July 1, 2009     December 31, 2013
   Private Investment Class         Contractual     0.44%/2/   July 1, 2009     December 31, 2013
   Reserve Class                    Contractual     1.01%/2/   July 1, 2009     December 31, 2013
   Resource Class                   Contractual     0.30%/2/   July 1, 2009     December 31, 2013
</TABLE>

/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.


                                      16

<PAGE>

                                                         as of February 6, 2013


                    EXHIBIT "C" - VARIABLE INSURANCE FUNDS

        AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)

<TABLE>
<CAPTION>
                                               CONTRACTUAL/  EXPENSE   EFFECTIVE DATE OF    EXPIRATION
FUND                                            VOLUNTARY   LIMITATION  CURRENT LIMIT         DATE
----                                           ------------ ---------- -----------------  ---------------
<S>                                            <C>          <C>        <C>                <C>
Invesco V.I. Balanced-Risk Allocation Fund/1/
   Series I Shares                             Contractual     0.72%    May 15, 2012      June 30, 2013
   Series II Shares                            Contractual     0.97%    May 15, 2012      June 30, 2013
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. Core Equity Fund
   Series I Shares                             Contractual     1.30%   January 1, 2005    April 30, 2013
   Series II Shares                            Contractual     1.45%   January 1, 2005    April 30, 2013
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     0.77%    July 1, 2012      April 30, 2013
   Series II Shares                            Contractual     1.02%    July 1, 2012      April 30, 2013
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, 2014
   Series II Shares                            Contractual     1.00%    July 1, 2005      April 30, 2014
Invesco V.I. Equally-Weighted S&P 500 Fund
   Series I Shares                             Contractual     2.00%    July 1, 2012      June 30, 2013
   Series II Shares                            Contractual     2.25%    July 1, 2012      June 30, 2013
Invesco V.I. Global Core Equity Fund
   Series I Shares                             Contractual     2.25%    July 1, 2012      June 30, 2013
   Series II Shares                            Contractual     2.50%    July 1, 2012      June 30, 2013
</TABLE>

--------
/1/  Includes waived fees or reimbursed expenses that Invesco receives from
     Invesco Cayman Commodity Fund IV, Ltd.

                                      17

<PAGE>

                                                         as of February 6, 2013


<TABLE>
<CAPTION>
                                         CONTRACTUAL/  EXPENSE   EFFECTIVE DATE OF     EXPIRATION
FUND                                      VOLUNTARY   LIMITATION   CURRENT LIMIT         DATE
----                                     ------------ ---------- ------------------- ---------------
<S>                                      <C>          <C>        <C>                 <C>
Invesco V.I. Global Health Care Fund
   Series I Shares                       Contractual     1.30%       April 30, 2004  April 30, 2013
   Series II Shares                      Contractual     1.45%       April 30, 2004  April 30, 2013
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     1.30%       April 30, 2004  April 30, 2013
   Series II Shares                      Contractual     1.45%       April 30, 2004  April 30, 2013
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     0.70%         July 1, 2012  April 30, 2013
   Series II Shares                      Contractual     0.95%         July 1, 2012  April 30, 2013
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. 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. High Yield Securities Fund
   Series I Shares                       Contractual     1.50%         July 1, 2012   June 30, 2013
   Series II Shares                      Contractual     1.75%         July 1, 2012   June 30, 2013
Invesco V.I. International Growth Fund
   Series I Shares                       Contractual     2.25%         July 1, 2012   June 30, 2013
   Series II Shares                      Contractual     2.50%         July 1, 2012   June 30, 2013
Invesco V.I. Mid Cap Core Equity Fund
   Series I Shares                       Contractual     1.30%   September 10, 2001  April 30, 2013
   Series II Shares                      Contractual     1.45%   September 10, 2001  April 30, 2013
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
</TABLE>


                                      18

<PAGE>

                                                         as of February 6, 2013


<TABLE>
<CAPTION>
                                                 CONTRACTUAL/  EXPENSE   EFFECTIVE DATE OF    EXPIRATION
FUND                                              VOLUNTARY   LIMITATION  CURRENT LIMIT         DATE
----                                             ------------ ---------- -----------------  ---------------
<S>                                              <C>          <C>        <C>                <C>
Invesco V.I. Money Market Fund
   Series I Shares                               Contractual     1.30%   January 1, 2005    April 30, 2013
   Series II Shares                              Contractual     1.45%   January 1, 2005    April 30, 2013
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, 2013
   Series II Shares                              Contractual     2.25%      July 1, 2012     June 30, 2013
Invesco V.I. Small Cap Equity Fund
   Series I Shares                               Contractual     1.15%      July 1, 2005    April 30, 2013
   Series II Shares                              Contractual     1.40%      July 1, 2005    April 30, 2013
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
Invesco V.I. Technology Fund
   Series I Shares                               Contractual     1.30%    April 30, 2004    April 30, 2013
   Series II Shares                              Contractual     1.45%    April 30, 2004    April 30, 2013
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, 2013
   Series II Shares                              Contractual     2.25%       May 1, 2012     June 30, 2013
Invesco Van Kampen 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 Van Kampen V.I. American Value Fund
   Series I Shares                               Contractual     2.00%      July 1, 2012     June 30, 2013
   Series II Shares                              Contractual     2.25%      July 1, 2012     June 30, 2013
Invesco Van Kampen V.I. Comstock Fund
   Series I Shares                               Contractual     0.72%      July 1, 2012    April 30, 2013
   Series II Shares                              Contractual     0.97%      July 1, 2012    April 30, 2013
</TABLE>


                                      19

<PAGE>

                                                         as of February 6, 2013


<TABLE>
<CAPTION>
                                                  CONTRACTUAL/  EXPENSE   EFFECTIVE DATE OF    EXPIRATION
FUND                                               VOLUNTARY   LIMITATION  CURRENT LIMIT         DATE
----                                              ------------ ---------- -----------------  ---------------
<S>                                               <C>          <C>        <C>                <C>
Invesco Van Kampen V.I. Comstock Fund
   Series I Shares                                Contractual     0.78%      May 1. 2013     April 30, 2014
   Series II Shares                               Contractual     1.03%      May 1, 2013     April 30, 2014
Invesco Van Kampen V.I. Equity and Income Fund
   Series I Shares                                Contractual     1.50%     July 1, 2012      June 30, 2013
   Series II Shares                               Contractual     1.75%     July 1, 2012      June 30, 2013
Invesco Van Kampen V.I. Growth and Income Fund
   Series I Shares                                Contractual     0.72%     July 1, 2012     April 30, 2013
   Series II Shares                               Contractual     0.97%     July 1, 2012     April 30, 2013
Invesco Van Kampen V.I. Growth and Income Fund
   Series I Shares                                Contractual     0.78%      May 1. 2013     April 30, 2014
   Series II Shares                               Contractual     1.03%      May 1, 2013     April 30, 2014
Invesco Van Kampen 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 Van Kampen V.I. Value Opportunities Fund                              January 1,
   Series I Shares                                Contractual     1.30%             2005     April 30, 2013
   Series II Shares                                                           January 1,
                                                  Contractual     1.45%             2005     April 30, 2013
Invesco Van Kampen 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
</TABLE>

                                      20

<PAGE>

                                                         as of February 6, 2013


                        EXHIBIT "D" - CLOSED-END FUNDS

                 INVESCO MUNICIPAL INCOME OPPORTUNITIES TRUST

<TABLE>
<CAPTION>
                                                   CONTRACTUAL/  EXPENSE   EFFECTIVE DATE OF    EXPIRATION
FUND                                                VOLUNTARY   LIMITATION  CURRENT LIMIT          DATE
----                                               ------------ ---------- -----------------  ----------------
<S>                                                <C>          <C>        <C>                <C>
Invesco Municipal Income Opportunities Trust       Contractual     0.67%   August 27, 2012    August 31, 2014
</TABLE>

                    INVESCO QUALITY MUNICIPAL INCOME TRUST

<TABLE>
<CAPTION>
                                                   CONTRACTUAL/  EXPENSE   EFFECTIVE DATE OF     EXPIRATION
FUND                                                VOLUNTARY   LIMITATION  CURRENT LIMIT          DATE
----                                               ------------ ---------- -----------------  -----------------
<S>                                                <C>          <C>        <C>                <C>
Invesco Quality Municipal Income Trust             Contractual     0.50%   October 15, 2012   October 31, 2014
</TABLE>

                     INVESCO VALUE MUNICIPAL INCOME TRUST

<TABLE>
<CAPTION>
                                                   CONTRACTUAL/  EXPENSE   EFFECTIVE DATE OF     EXPIRATION
FUND                                                VOLUNTARY   LIMITATION  CURRENT LIMIT          DATE
----                                               ------------ ---------- -----------------  -----------------
<S>                                                <C>          <C>        <C>                <C>
Invesco Value Municipal Income Trust               Contractual     0.46%   October 15, 2012   October 31, 2014
</TABLE>


                                      21

<PAGE>

                                                               Sub-Item 77Q1(e)

                         INVESTMENT ADVISORY AGREEMENT

   THIS AGREEMENT is made this 15th day of October, 2012, by and between
Invesco Value Municipal Income Trust, a Delaware statutory trust (the "Trust"),
and Invesco Advisers, Inc., a Delaware corporation (the "Adviser").

RECITALS

   WHEREAS, the Trust is registered under the Investment Company Act of 1940,
as amended (the "1940 Act"), as a closed-end management investment company;

   WHEREAS, the Adviser is registered under the Investment Advisers Act of
1940, as amended (the "Advisers Act"), as an investment adviser and engages in
the business of acting as an investment adviser;

   WHEREAS, the Trust and the Adviser desire to enter into an agreement to
provide for investment advisory services to the Trust upon the terms and
conditions hereinafter set forth;

   NOW THEREFORE, in consideration of the mutual covenants herein contained and
other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties agree as follows:

      1. ADVISORY SERVICES. The Adviser shall act as investment adviser for the
   Trust and shall, in such capacity, supervise all aspects of the Trust's
   operations, including the investment and reinvestment of cash, securities or
   other properties comprising the Trust's assets, subject at all times to the
   policies and control of the Board of Trustees. The Adviser shall give the
   Trust the benefit of its best judgment, efforts and facilities in rendering
   its services as investment adviser.

      2. INVESTMENT ANALYSIS AND IMPLEMENTATION. In carrying out its
   obligations under Section 1 hereof, the Adviser shall:

          (a) supervise all aspects of the operations of the Trust;

          (b) obtain and evaluate pertinent information about significant
       developments and economic, statistical and financial data, domestic,
       foreign or otherwise, whether affecting the economy generally or the
       Trust, and whether concerning the individual issuers whose securities
       are included in the assets of the Trust or the activities in which such
       issuers engage, or with respect to securities which the Adviser
       considers desirable for inclusion in the Trust's assets;

          (c) determine which issuers and securities shall be represented in
       the Trust's investment portfolios and regularly report thereon to the
       Board of Trustees;

          (d) formulate and implement continuing programs for the purchases and
       sales of the securities of such issuers and regularly report thereon to
       the Board of Trustees; and

          (e) take, on behalf of the Trust, all actions which appear to the
       Trust necessary to carry into effect such purchase and sale programs and
       supervisory functions as aforesaid, including but not limited to the
       placing of orders for the purchase and sale of securities for the Trust.

<PAGE>

      3. SECURITIES LENDING DUTIES AND FEES. The Adviser agrees to provide the
   following services in connection with the securities lending activities of
   the Trust: (a) oversee participation in the securities lending program to
   ensure compliance with all applicable regulatory and investment guidelines;
   (b) assist the securities lending agent or principal (the "Agent") in
   determining which specific securities are available for loan; (c) monitor
   the Agent to ensure that securities loans are effected in accordance with
   the Adviser's instructions and with procedures adopted by the Board of
   Trustees; (d) prepare appropriate periodic reports for, and seek appropriate
   approvals from, the Board of Trustees with respect to securities lending
   activities; (e) respond to Agent inquiries; and (f) perform such other
   duties as necessary.

      As compensation for such services provided by the Adviser in connection
   with securities lending activities, the Trust shall pay the Adviser a fee
   equal to 25% of the net monthly interest or fee income retained or paid to
   the Trust from such activities.

      4. DELEGATION OF RESPONSIBILITIES. The Adviser is authorized to delegate
   any or all of its rights, duties and obligations under this Agreement to one
   or more sub-advisors, and may enter into agreements with sub-advisers, and
   may replace any such sub-advisors from time to time in its discretion, in
   accordance with the 1940 Act, the Advisers Act, and rules and regulations
   thereunder, as such statutes, rules and regulations are amended from time to
   time or are interpreted from time to time by the staff of the Securities and
   Exchange Commission ("SEC"), and if applicable, exemptive orders or similar
   relief granted by the SEC and upon receipt of approval of such sub-advisors
   by the Board of Trustees and by shareholders (unless any such approval is
   not required by such statutes, rules, regulations, interpretations, orders
   or similar relief).

      5. INDEPENDENT CONTRACTORS. The Adviser and any sub-advisors shall for
   all purposes herein be deemed to be independent contractors and shall,
   unless otherwise expressly provided or authorized, have no authority to act
   for or represent the Trust in any way or otherwise be deemed to be an agent
   of the Trust.

      6. CONTROL BY BOARD OF TRUSTEES. Any investment program undertaken by the
   Adviser pursuant to this Agreement, as well as any other activities
   undertaken by the Adviser on behalf of the Trust, shall at all times be
   subject to any directives of the Board of Trustees.

      7. COMPLIANCE WITH APPLICABLE REQUIREMENTS. In carrying out its
   obligations under this Agreement, the Advisor shall at all times conform to:

          (a) all applicable provisions of the 1940 Act and the Advisers Act
       and any rules and regulations adopted thereunder;

          (b) the provisions of the registration statement of the Trust, as the
       same may be amended from time to time under the Securities Act of 1933
       and the 1940 Act;

          (c) the provisions of the Trust's Declaration of Trust, as the same
       may be amended from time to time;

          (d) the provisions of the by-laws of the Trust, as the same may be
       amended from time to time; and

          (e) any other applicable provisions of state, federal or foreign law.

                                       2

<PAGE>

      8. BROKER-DEALER RELATIONSHIPS. The Adviser is responsible for decisions
   to buy and sell securities for the Funds, broker-dealer selection, and
   negotiation of brokerage commission rates.

          (a) The Adviser's primary consideration in effecting a security
       transaction will be to obtain the best execution.

          (b) In selecting a broker-dealer to execute each particular
       transaction, the Adviser will take the following into consideration: the
       best net price available; the reliability, integrity and financial
       condition of the broker-dealer; the size of and the difficulty in
       executing the order; and the value of the expected contribution of the
       broker-dealer to the investment performance of the Trust on a continuing
       basis. Accordingly, the price to the Trust in any transaction may be
       less favorable than that available from another broker-dealer if the
       difference is reasonably justified by other aspects of the fund
       execution services offered.

          (c) Subject to such policies as the Board of Trustees may from time
       to time determine, the Adviser shall not be deemed to have acted
       unlawfully or to have breached any duty created by this Agreement or
       otherwise solely by reason of its having caused the Trust to pay a
       broker or dealer that provides brokerage and research services to the
       Adviser an amount of commission for effecting a fund investment
       transaction in excess of the amount of commission another broker or
       dealer would have charged for effecting that transaction, if the Adviser
       determines in good faith that such amount of commission was reasonable
       in relation to the value of the brokerage and research services provided
       by such broker or dealer, viewed in terms of either that particular
       transaction or the Adviser's overall responsibilities with respect to
       the Trust and to other clients of the Adviser as to which the Adviser
       exercises investment discretion. The Adviser is further authorized to
       allocate the orders placed by it on behalf of the Trust to such brokers
       and dealers who also provide research or statistical material, or other
       services to the Trust, to the Adviser, or to any sub-advisor. Such
       allocation shall be in such amounts and proportions as the Adviser shall
       determine and the Adviser will report on said allocations regularly to
       the Board of Trustees indicating the brokers to whom such allocations
       have been made and the basis therefor.

          (d) With respect to the Trust, to the extent the Adviser does not
       delegate trading responsibility to one or more sub-advisors, in making
       decisions regarding broker-dealer relationships, the Adviser may take
       into consideration the recommendations of any sub-advisor appointed to
       provide investment research or advisory services in connection with the
       Trust, and may take into consideration any research services provided to
       such sub-advisor by broker-dealers.

          (e) Subject to the other provisions of this Section 8, the 1940 Act,
       the Securities Exchange Act of 1934, and rules and regulations
       thereunder, as such statutes, rules and regulations are amended from
       time to time or are interpreted from time to time by the staff of the
       SEC, any exemptive orders issued by the SEC, and any other applicable
       provisions of law, the Adviser may select brokers or dealers with which
       it or the Trust are affiliated.

      9. COMPENSATION. The compensation that the Trust shall pay the Adviser is
   set forth in Appendix I attached hereto.

      10. EXPENSES OF THE TRUST. All of the ordinary business expenses incurred
   in the operations of the Trust and the offering of their shares shall be
   borne by the Trust

                                       3

<PAGE>

   unless specifically provided otherwise in this Agreement. These expenses
   borne by the Trust include but are not limited to brokerage commissions,
   taxes, legal, accounting, auditing, or governmental fees, the cost of
   preparing share certificates, custodian, transfer and shareholder service
   agent costs, expenses of issue, sale, redemption and repurchase of shares,
   expenses of registering and qualifying shares for sale, expenses relating to
   trustees and shareholder meetings, the cost of preparing and distributing
   reports and notices to shareholders, the fees and other expenses incurred by
   the Funds in connection with membership in investment company organizations
   and the cost of printing copies of prospectuses and statements of additional
   information distributed to the Trust's shareholders.

      11. SERVICES TO OTHER COMPANIES OR ACCOUNTS. The Trust understands that
   the Adviser now acts, will continue to act and may act in the future as
   investment manager or adviser to fiduciary and other managed accounts, and
   as investment manager or adviser to other investment companies, including
   any offshore entities, or accounts, and the Trust has no objection to the
   Adviser so acting, provided that whenever the Trust and one or more other
   investment companies or accounts managed or advised by the Adviser have
   available funds for investment, investments suitable and appropriate for
   each will be allocated in accordance with a formula believed to be equitable
   to each company and account. The Trust recognizes that in some cases this
   procedure may adversely affect the size of the positions obtainable and the
   prices realized for the Funds.

      12. NON-EXCLUSIVITY. The Trust understands that the persons employed by
   the Adviser to assist in the performance of the Adviser's duties under this
   Agreement will not devote their full time to such service and nothing
   contained in this Agreement shall be deemed to limit or restrict the right
   of the Adviser or any affiliate of the Adviser to engage in and devote time
   and attention to other businesses or to render services of whatever kind or
   nature. The Trust further understands and agrees that officers or directors
   of the Adviser may serve as officers or trustees of the Trust, and that
   officers or trustees of the Trust may serve as officers or directors of the
   Adviser to the extent permitted by law; and that the officers and directors
   of the Adviser are not prohibited from engaging in any other business
   activity or from rendering services to any other person, or from serving as
   partners, officers, directors or trustees of any other firm or trust,
   including other investment advisory companies.

      13. EFFECTIVE DATE, TERM AND APPROVAL. This Agreement shall become
   effective with respect to the Trust, if approved by the shareholders of the
   Trust, on the date indicated above. If so approved, this Agreement shall
   thereafter continue in force and effect until two years after the date
   indicated above, and may be continued from year to year thereafter, provided
   that the continuation of the Agreement is specifically approved at least
   annually:

          (a) (i) by the Board of Trustees or (ii) by the vote of "a majority
       of the outstanding voting securities" of the Trust (as defined in
       Section 2(a)(42) of the 1940 Act); and

          (b) by the affirmative vote of a majority of the trustees who are not
       parties to this Agreement or "interested persons" (as defined in the
       1940 Act) of a party to this Agreement (other than as trustees of the
       Trust), by votes cast in person at a meeting specifically called for
       such purpose.

      14. TERMINATION. This Agreement may be terminated as to the Trust at any
   time, without the payment of any penalty, by vote of the Board of Trustees
   or by vote of a

                                       4

<PAGE>

   majority of the outstanding voting securities of the Trust, or by the
   Adviser, on sixty (60) days' written notice to the other party. The notice
   provided for herein may be waived by the party entitled to receipt thereof.
   This Agreement shall automatically terminate in the event of its assignment,
   the term "assignment" for purposes of this paragraph having the meaning
   defined in Section 2(a)(4) of the 1940 Act.

      15. AMENDMENT. No amendment of this Agreement shall be effective unless
   it is in writing and signed by the party against which enforcement of the
   amendment is sought.

      16. LIABILITY OF ADVISER AND TRUST. In the absence of willful
   misfeasance, bad faith, gross negligence or reckless disregard of
   obligations or duties hereunder on the part of the Adviser or any of its
   officers, directors or employees, the Adviser shall not be subject to
   liability to the Trust or to any shareholder of the Trust for any act or
   omission in the course of, or connected with, rendering services hereunder
   or for any losses that may be sustained in the purchase, holding or sale of
   any security.

      17. LIABILITY OF SHAREHOLDERS. Notice is hereby given that, as provided
   by applicable law, the obligations of or arising out of this Agreement are
   not binding upon any of the shareholders of the Trust individually but are
   binding only upon the assets and property of the Trust and that the
   shareholders shall be entitled, to the fullest extent permitted by
   applicable law, to the same limitation on personal liability as shareholders
   of private corporations for profit.

      18. NOTICES. Any notices under this Agreement 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 that of the Adviser
   shall be 1555 Peachtree Street, N.E., Atlanta, Georgia 30309.

      19. QUESTIONS OF INTERPRETATION. Any question of interpretation of any
   term or provision of this Agreement 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 Agreement 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. Subject to the
   foregoing, this Agreement shall be governed by and construed in accordance
   with the laws (without reference to conflicts of law provisions) of the
   State of Texas.

      20. LICENSE AGREEMENT. The Trust shall have the non-exclusive right to
   use the name "Invesco" to designate any current or future series of shares
   only so long as Invesco Advisers, Inc. serves as investment manager or
   adviser to the Trust with respect to such series of shares.

                                       5

<PAGE>

   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.

<TABLE>
<S>                      <C>        <C>
                         INVESCO VALUE MUNICIPAL INCOME TRUST
Attest:

/s/ Peter A. Davidson    By:        /s/ John M. Zerr
-----------------------             -------------------------
 ASSISTANT SECRETARY
                         Name:      John M. Zerr
(SEAL)                   Title:     Senior Vice President

Attest:                  INVESCO ADVISERS, INC.

/s/ Peter A. Davidson    By:        /s/ John M. Zerr
-----------------------             -------------------------
 ASSISTANT SECRETARY
                         Name:      John M. Zerr
(SEAL)                   Title:     Senior Vice President
</TABLE>

                                       6

<PAGE>

                                  APPENDIX I
                          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.

FUND                                                ANNUAL RATE
----                                   -------------------------------------
Invesco Value Municipal Income Trust   0.27% as a percentage of average
                                       weekly 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).

                                       7

<PAGE>

                                                               SUB-ITEM 77Q1(e)

                                AMENDMENT NO. 2
                                      TO
                         INVESTMENT ADVISORY AGREEMENT

   THIS Amendment dated September 25, 2012, amends the Investment Advisory
Agreement (the "Agreement") dated June 1, 2010, by and between the registered
investment companies as set forth on Appendix I (each, a "Fund" and
collectively, the "Funds"), as the same may be amended from time to time, and
Invesco Advisers, Inc., a Delaware corporation (the "Adviser").

RECITALS

   WHEREAS, the parties agree to amend the Agreement to (i) remove Invesco
California Municipal Income Trust, Invesco California Municipal Securities,
Invesco California Quality Municipal Securities, Invesco Municipal Income
Opportunities Trust, Invesco Municipal Income Opportunities Trust II, Invesco
Municipal Income Opportunities Trust III and Invesco New York Quality Municipal
Securities, all of which were redomesticated in the State of Delaware on
August 27, 2012; and (ii) increase the advisory fee payable by Invesco Quality
Municipal Income Trust and Invesco Value Municipal Income Trust, as approved by
shareholders on September 25, 2012;

   NOW THEREFORE, the parties agree as follows:

   1. Appendix I and II are deleted in their entirety and replaced with the
following:

                                  "APPENDIX I
                           FUNDS AND EFFECTIVE DATES

   ALL OF THE FUNDS REFERENCED BELOW ARE ORGANIZED AS MASSACHUSETTS BUSINESS
                                    TRUSTS.

<TABLE>
<CAPTION>
NAME OF FUND                                EFFECTIVE DATE OF ADVISORY AGREEMENT
------------                                ------------------------------------
<S>                                         <C>
Invesco Value Municipal Bond Trust                      June 1, 2010
Invesco Value Municipal Income Trust                    June 1, 2010
Invesco Value Municipal Securities                      June 1, 2010
Invesco Value Municipal Trust                           June 1, 2010
Invesco Municipal Premium Income Trust                  June 1, 2010
Invesco Quality Municipal Income Trust                  June 1, 2010
Invesco Quality Municipal Investment Trust              June 1, 2010
Invesco Quality Municipal Securities                    June 1, 2010
</TABLE>

<PAGE>

                                  APPENDIX II
                          COMPENSATION TO THE ADVISER

EACH FUND SHALL PAY THE ADVISER, OUT OF THE ASSETS OF THE FUND, AS FULL
COMPENSATION FOR ALL SERVICES RENDERED, AN ADVISORY FEE FOR SUCH FUND SET FORTH
BELOW.

<TABLE>
<CAPTION>
FUND                                                            ANNUAL RATE
----                                        -----------------------------------------------------
<S>                                         <C>
Invesco Value Municipal Bond Trust          0.27% as a percentage of average weekly net assets*
Invesco Value Municipal Income Trust        0.55% as a percentage of average weekly net assets**
Invesco Value Municipal Securities          0.27% as a percentage of average weekly net assets
Invesco Value Municipal Trust               0.27% as a percentage of average weekly net assets*
Invesco Municipal Premium Income Trust      0.40% as a percentage of average weekly net assets*
Invesco Quality Municipal Income Trust      0.55% as a percentage of average weekly net assets**
Invesco Quality Municipal Investment Trust  0.27% as a percentage of average weekly net assets*
Invesco Quality Municipal Securities        0.27% as a percentage of average weekly net assets*"
</TABLE>
--------
*  For the purpose of calculating the advisory fee, the liquidation preference
   of any Preferred Shares issued by the Fund will not be deducted from the
   Fund's total assets. In addition, an amount up to the aggregate amount of
   any other borrowings may be included in the Fund's advisory fee calculation.
** Each of the Funds calculates its advisory fee as a percentage of its managed
   assets, which 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 Fund's financial statements for
   purposes of generally accepted accounting principles)."

<PAGE>

   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.

<TABLE>
<S>                                        <C>            <C>
                                           ON BEHALF OF EACH FUND LISTED IN APPENDIX I
Attest:

/s/ Peter Davidson                         By:            /s/ John M. Zerr
-----------------------------------------                 -----------------------------
          ASSISTANT SECRETARY
                                           Name:          John M. Zerr
(SEAL)                                     Title:         Senior Vice President

Attest:                                    INVESCO ADVISERS, INC.

/s/ Peter Davidson                         By:            /s/ John M. Zerr
-----------------------------------------                 -----------------------------
          ASSISTANT SECRETARY
                                           Name:          John M. Zerr
(SEAL)                                     Title:         Senior Vice President
</TABLE>
</TEXT>
</DOCUMENT>
