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<SEC-DOCUMENT>0000950123-10-117592.txt : 20101230
<SEC-HEADER>0000950123-10-117592.hdr.sgml : 20101230
<ACCEPTANCE-DATETIME>20101230121319
ACCESSION NUMBER:		0000950123-10-117592
CONFORMED SUBMISSION TYPE:	NSAR-B
PUBLIC DOCUMENT COUNT:		8
CONFORMED PERIOD OF REPORT:	20101031
FILED AS OF DATE:		20101230
DATE AS OF CHANGE:		20101230
EFFECTIVENESS DATE:		20101230

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Invesco Quality Municipal Income Trust
		CENTRAL INDEX KEY:			0000885125
		IRS NUMBER:				136993836
		STATE OF INCORPORATION:			MA
		FISCAL YEAR END:			1031

	FILING VALUES:
		FORM TYPE:		NSAR-B
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-06591
		FILM NUMBER:		101280132

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

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

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	MORGAN STANLEY QUALITY MUNICIPAL INCOME TRUST
		DATE OF NAME CHANGE:	20011220

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	MORGAN STANLEY DEAN WITTER QUALITY MUNICIPAL INCOME TRUST
		DATE OF NAME CHANGE:	19981221

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	INTERCAPITAL QUALITY MUNICIPAL INCOME TRUST
		DATE OF NAME CHANGE:	19920929
</SEC-HEADER>
<DOCUMENT>
<TYPE>NSAR-B
<SEQUENCE>1
<FILENAME>answer.fil
<DESCRIPTION>NSAR-B
<TEXT>
<PAGE>      PAGE  1
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<PAGE>      PAGE  2
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008 D010006 HONG KONG
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<PAGE>      PAGE  3
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014 B000023 8-00000
014 A000024 MORGAN STANLEY INDIA COMPANY PRIVATE LIMITED
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014 A000029 MORGAN STANLEY TAIWAN LIMITED
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<PAGE>      PAGE  4
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014 A000037 VAN KAMPEN FUNDS INC.
014 B000037 8-19412
014 A000038 MITSUBISHI UFJ MORGAN STANLEY SECURITIES CO.
014 B000038 8-00000
014 A000039 MITSUBISHI UFJ SECURITIES CO. LTD
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014 A000040 MORGAN STANLEY INDIA FINANCIAL SERVICES PRIVA
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<PAGE>      PAGE  5
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022 B000010 95-2622900
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<PAGE>      PAGE  7
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SIGNATURE   KELLI GALLEGOS
TITLE       ASSISANT VP & ASSISTANT TREASURER

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77B ACCT LTTR
<SEQUENCE>2
<FILENAME>h78582ex77b.txt
<DESCRIPTION>EX-99.77B
<TEXT>
                                                                   SUB-ITEM 77B


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Trustees and Shareholders of Invesco Quality Municipal Income
Trust:

In planning and performing our audits of the financial statements of Invesco
Quality Municipal Income Trust (formerly known as Morgan Stanley Quality
Municipal Income Trust, hereafter referred to as the "Trust") as of and for the
year ended October 31, 2010, in accordance with the standards of the Public
Company Accounting Oversight Board (United States), we considered the Trust's
internal control over financial reporting, including controls over safeguarding
securities, as a basis for designing our auditing procedures for the purpose of
expressing our opinion on the financial statements and to comply with the
requirements of Form N-SAR, but not for the purpose of expressing an opinion on
the effectiveness of the Trust's internal control over financial reporting.
Accordingly, we do not express an opinion on the effectiveness of the Trust's
internal control over financial reporting.

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

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

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

Our consideration of the Trust's internal control over financial reporting was
for the limited purpose described in the first paragraph and would not
necessarily disclose all deficiencies in internal control over financial
reporting that might be material weaknesses under standards established by the
Public Company Accounting Oversight Board (United States). However, we noted no
deficiencies in the Trust's internal control over financial reporting and its
operation, including controls over safeguarding securities that we consider to
be material weaknesses as defined above as of October 31, 2010.

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


PricewaterhouseCoopers LLP
Houston, TX

December 22, 2010
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77C VOTES
<SEQUENCE>3
<FILENAME>h78582ex77c.txt
<DESCRIPTION>EX-99.77C
<TEXT>
                                                                   Sub-Item 77C

               SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

                     INVESCO QUALITY MUNICIPAL INCOME TRUST

An Annual Meeting ("Meeting") of Shareholders of Invesco Quality Municipal
Income Trust, was held on July 16, 2010 and was adjourned until August 13, 2010
and further adjourned until September 10, 2010. The Meeting on September 10,
2010 was held for the following purpose:

(1)  Elect four Trustees by the holders of Common Shares and Preferred Shares
     voting together, and one Trustee by the holders of Preferred Shares voting
     separately, each of whom will serve for a three year term or until a
     successor has been duly elected and qualified.

The results of the voting on the above matters were as follows:

<TABLE>
<CAPTION>
                                                                                              Votes
Matters                                                                        Votes For    Withheld
- -------                                                                        ---------    --------
<S>                                                                            <C>          <C>
(1) Albert R. Dowden........................................................   20,596,988   1,141,878
    Lewis F. Pennock........................................................   20,580,781   1,158,086
    Hugo F. Sonnenschein....................................................   20,557,401   1,181,466
    Raymond Stickel, Jr.....................................................   20,572,626   1,166,241
    Prema Mathai-Davis (P)..................................................          397           6
</TABLE>

- ----------
(P)  Election of trustee by preferred shareholders only.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77E LEGAL
<SEQUENCE>4
<FILENAME>h78582ex77e.txt
<DESCRIPTION>EX-99.77E
<TEXT>
                                                                   Sub-Item 77E

                                LEGAL PROCEEDINGS

                     INVESCO QUALITY MUNICIPAL INCOME TRUST

SETTLED ENFORCEMENT ACTIONS AND INVESTIGATIONS RELATED TO MARKET TIMING

          On October 8, 2004, Invesco Advisers, Inc. (Invesco), successor by
merger to Invesco Aim Advisors, Inc. and INVESCO Funds Group, Inc. (IFG), both
former investment advisers, along with Invesco Aim Distributors, n/k/a Invesco
Distributors, Inc. (Invesco Distributors) reached final settlements with certain
regulators, including the Securities and Exchange Commission (SEC), the New York
Attorney General and the Colorado Attorney General, to resolve civil enforcement
actions and/or investigations related to market timing and related activity in
the AIM Funds (n/k/a the Invesco Funds), including those formerly advised by
IFG. As part of the settlements, a $325 million fair fund ($110 million of which
is civil penalties) was created to compensate shareholders harmed by market
timing and related activity in funds formerly advised by IFG. Additionally,
Invesco and Invesco Distributors created a $50 million fair fund ($30 million of
which is civil penalties) to compensate shareholders harmed by market timing and
related activity in funds advised by Invesco, which was done pursuant to the
terms of the settlement. The methodology of the fair funds distributions was
determined by Invesco's independent distribution consultant (IDC Plan), in
consultation with Invesco and the independent trustees of the Invesco Funds, and
approved by the SEC on May 23, 2008.

          The IDC Plan provides for distribution to all eligible investors, for
the periods spanning January 1, 2000 through July 31, 2003 (for the IFG Fair
Fund) and January 1, 2001 through September 30, 2003 (for the AIM Fair Fund),
their proportionate share of the applicable Fair Fund to compensate such
investors for injury they may have suffered as a result of market timing in the
affected funds. The IDC Plan includes a provision for any residual amounts in
the Fair Funds to be distributed in the future to the affected funds. Further
details regarding the IDC Plan and distributions thereunder are available on
Invesco's Web site, available at http://www.invesco.com/us.

At the present time, management of Invesco and the Invesco Funds are unable to
estimate the impact, if any, that the outcome of the Pending Litigation and
Regulatory Inquiries described herein may have on Invesco, Invesco Distributors
or the Invesco Funds.

Pending Regulatory Action Alleging Market Timing

          On August 30, 2005, the West Virginia Office of the State Auditor -
Securities Commission (WVASC) issued a Summary Order to Cease and Desist and
Notice of Right to Hearing to Invesco and Invesco Distributors (Order No.
05-1318). The WVASC makes findings of fact that Invesco and Invesco Distributors
entered into certain arrangements permitting market timing of the Invesco Funds
and failed to disclose these arrangements in the prospectuses for such Funds,
and conclusions of law to the effect that Invesco and Invesco Distributors
violated the West Virginia securities laws. The WVASC orders Invesco and Invesco
Distributors to cease any further violations and seeks to impose monetary
sanctions, including restitution to affected investors, disgorgement of fees,
reimbursement of investigatory, administrative and legal costs and an
"administrative assessment," to be determined by the Commissioner. Initial
research indicates that these damages could be limited or capped by statute. By
agreement with the Commissioner of Securities, Invesco's time to respond to that
Order has been indefinitely suspended.

Private Civil Actions Alleging Market Timing

       Multiple civil lawsuits, including purported class action and shareholder
derivative suits, have been filed against various parties (including, depending
on the lawsuit, certain Invesco Funds, IFG, Invesco, Invesco Aim Management
Group, Inc., n/k/a Invesco Management Group, Inc. and certain related entities,
certain of their current and former officers and/or certain unrelated third
parties) based on

<PAGE>

                                                                    Sub-Item 77E

allegations of improper market timing and related activity in the Invesco Funds.
These lawsuits allege a variety of theories of recovery, including but not
limited to: (i) violation of various provisions of the Federal and state
securities laws; (ii) violation of various provisions of Employee Retirement
Income Security Act of 1974, as amended (ERISA); (iii) breach of fiduciary duty;
and/or (iv) breach of contract. These lawsuits were initiated in both Federal
and state courts and seek such remedies as compensatory damages; restitution;
injunctive relief; disgorgement of management fees; imposition of a constructive
trust; removal of certain directors and/or employees; various corrective
measures under ERISA; rescission of certain Funds' advisory agreements;
interest; and attorneys' and experts' fees. All lawsuits based on allegations of
market timing, late trading, and related issues have been transferred to the
United States District Court for the District of Maryland (the MDL Court) for
consolidated or coordinated pre-trial proceedings.

          Pursuant to an Order of the MDL Court, plaintiffs in these lawsuits
consolidated their claims for pre-trial purposes into three amended complaints
against various Invesco - and IFG-related parties. The parties in the amended
complaints have agreed in principle to settle the actions. A list identifying
the amended complaints in the MDL Court and details of the settlements are
discussed below.

     -    RICHARD LEPERA, INDIVIDUALLY AND ON BEHALF OF ALL OTHERS SIMILARLY
          SITUATED (LEAD PLAINTIFF: CITY OF CHICAGO DEFERRED COMPENSATION PLAN),
          V. INVESCO FUNDS GROUP, INC., ET AL, in the MDL Court (Case No.
          04-MD-15864; No. 04-CV-00814-JFM) (originally in the United States
          District Court for the District of Colorado), filed on September 29,
          2004.

     -    CYNTHIA ESSENMACHER, ET AL., Derivatively on Behalf of the Mutual
          Funds, Trusts and Corporations Comprising the Invesco and AIM Family
          of Mutual Funds v. AMVESCAP, PLC, ET AL., in the MDL Court (Case No.
          04-MD-15864-FPS; No. 04-819), filed on September 29, 2004.

     -    MIRIAM CALDERON, INDIVIDUALLY AND ON BEHALF OF ALL OTHERS SIMILARLY
          SITUATED, V. AVZ, INC., ET AL., in the MDL Court (Case No.
          1:04-MD-15864-FPS), filed on September 29, 2004.

          On March 1, 2006, the MDL Court dismissed all derivative causes of
action in the Essenmacher lawsuit but two: (i) the excessive fee claim under
Section 36(b) of the Investment Company Act of 1940 (the 1940 Act); and (ii) the
"control person liability" claim under Section 48 of the 1940 Act, and all
claims asserted in the Lepera class action lawsuit but three: (i) the securities
fraud claims under Section 10(b) of the Securities Exchange Act of 1934; (ii)
the excessive fee claim under Section 36(b) of the 1940 Act (which survived only
insofar as plaintiffs seek recovery of fees associated with the assets involved
in market timing); and (iii) the "control person liability" claim under Section
48 of the 1940 Act. On June 14, 2006, the MDL Court entered an order dismissing
the Section 48 claim in the derivative (Essenmacher) lawsuit. Based on the MDL
Court's March 1, 2006 and June 14, 2006 orders, all claims asserted against the
Funds that were transferred to the MDL Court were dismissed, although certain
Funds remain nominal defendants in the derivative (Essenmacher) lawsuit. On
January 5, 2008, the parties reached an agreement in principle to settle both
the class action (Lepera) and the derivative (Essenmacher) lawsuits, subject to
the MDL Court approval. Individual class members have the right to object.

          On September 15, 2006, Judge Motz for the MDL Court granted the
Defendants' motion to dismiss the ERISA (Calderon) lawsuit and dismissed such
lawsuit. The Plaintiff appealed this decision. On June 16, 2008, the Fourth
Circuit Court of Appeals reversed the dismissal and remanded this lawsuit back
to the MDL Court for further proceedings. On December 15, 2008, the parties
reached an agreement in principle to settle this lawsuit, subject to the MDL
Court approval. Individual class members have the right to object. No payments
are required under the settlement; however, the parties agreed that certain
limited changes to benefit plans and participants' accounts would be made.

<PAGE>

                                                                    Sub-Item 77E

Other Actions Involving Invesco Quality Municipal Income Trust

          Invesco Quality Municipal Income Trust (the Trust) received a
          shareholder demand letter dated September 1, 2010, from one of the
          Trust's shareholders alleging that the Board and the officers of the
          Trust breached their fiduciary duty and duty of loyalty and wasted
          Trust assets by causing the Trust to redeem Auction Rate Preferred
          Securities (ARPS) at par. Specifically, the shareholder claims that
          the Board and officers had no obligation to provide liquidity to the
          ARPS shareholders, the redemptions were improperly motivated to
          benefit the Adviser by preserving business relationships with the ARPS
          holders, i.e., institutional investors, and the market value and fair
          value of the ARPS were less than par at the time they were redeemed.
          The letter demands that: 1) the Board take action against the Adviser
          and trustees/officers to recover damages; 2) the Board refrain from
          authorizing further redemptions or repurchases of ARPS by the Trust at
          prices in excess of fair value or market value at the time of the
          transaction; and 3) if the Trust does not commence appropriate action,
          the shareholder will commence a shareholder derivative action on
          behalf of the Trust.

          More detailed information regarding each of the civil lawsuits
identified above, including the parties to the lawsuits and summaries of the
various allegations and remedies sought, can be found in the Fund's Statement of
Additional Information.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77K CHNG ACCNT
<SEQUENCE>5
<FILENAME>h78582ex77k.txt
<DESCRIPTION>EX-99.77K
<TEXT>


                                                                    SUB-ITEM 77K

                  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

                     INVESCO QUALITY MUNICIPAL INCOME TRUST

The Audit Committee of the Board of Trustees of the Trust appointed, and the
Board of Trustees ratified and approved, PricewaterhouseCoopers LLP ("PWC") as
the independent registered public accounting firm of the Fund for the fiscal
year ended October 31, 2010.

Prior to May 31, 2010, the fund was audited by a different independent
registered public accounting firm (the "Prior Auditor").

The Board of Trustees selected a new independent auditor for the Fund's current
fiscal year in connection with the appointment of Invesco Advisers as investment
adviser to the Fund ("New Advisory Agreement").

Effective June 1, 2010, the Prior Auditor resigned as the independent registered
public accounting firm of the Fund.

The Prior Auditor's report on the financial statements of the Fund for the past
two years did not contain an adverse opinion or a disclaimer of opinion, and was
not qualified or modified as to uncertainty, audit scope or accounting
principles.

During the period the Prior Auditor was engaged, there were no disagreements
with the Prior Auditor on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedures which, if not
resolved to the Prior Auditor's satisfaction, would have caused it to make
reference to that matter in connection with its report.

(Letter dated December 30, 2010 from Deloitte & Touche LLP is attached as
Attachment A to this exhibit.)



                                                                    ATTACHMENT A

December 30, 2010

Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549-7561

Dear Sirs/Madams:

We have read Item 77K of Invesco Quality Municipal Income Trust Form N-SAR dated
December 30, 2010 and we agree with the statements made therein.

Yours truly,


/s/ Deloitte & Touche LLP
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>6
<FILENAME>h78582ex77q1e-a.txt
<DESCRIPTION>EX-99.77Q1E-A
<TEXT>
                                                              Sub-Item 77Q1(e)

                          INVESTMENT ADVISORY AGREEMENT

     THIS AGREEMENT is made this 1st day of June, 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, each Fund 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, each Fund and the Adviser desire to enter into an agreement to
provide for investment advisory services to the Funds 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 Funds and shall, in such capacity, supervise all aspects of the Funds'
     operations, including the investment and reinvestment of cash, securities
     or other properties comprising the Funds' assets, subject at all times to
     the policies and control of the Board of Trustees/Directors of each Fund
     (the "Board of Trustees/Directors"). The Adviser shall give each Fund 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 Funds;

               (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
          Funds, and whether concerning the individual issuers whose securities
          are included in the assets of the Funds or the activities in which
          such issuers engage, or with respect to securities which the Adviser
          considers desirable for inclusion in the Funds' assets;

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

               (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/Directors; and

               (e) take, on behalf of each Fund, all actions which appear to the
          Funds 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
          Funds.

          3. Securities Lending Duties and Fees. The Adviser agrees to provide
     the following services in connection with the securities lending activities
     of each Fund: (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/Directors; (d) prepare appropriate periodic reports
     for, and seek appropriate approvals from, the Board of Trustees/Directors
     with respect to securities lending activities; (e) respond to Agent
     inquiries; and (f) perform such other duties as necessary.

<PAGE>

          As compensation for such services provided by the Adviser in
     connection with securities lending activities of each Fund, a lending Fund
     shall pay the Adviser a fee equal to 25% of the net monthly interest or fee
     income retained or paid to the Fund 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/Directors 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 each Fund in any way or otherwise be deemed to be an agent
     of each Fund.

          6. Control by Board of Trustees/Directors. 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 Funds, shall at all
     times be subject to any directives of the Board of Trustees/Directors.

          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 each Fund, as
          the same may be amended from time to time under the Securities Act of
          1933 and the 1940 Act;

               (c) the provisions of each Fund's Articles of Incorporation or
          Declaration of Trust, as applicable, (together, the "Declaration") as
          the same may be amended from time to time;

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

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

          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 Funds on a
          continuing basis. Accordingly, the price to the Funds 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/Directors
          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 Funds
          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


                                       2

<PAGE>

          such broker or dealer, viewed in terms of either that particular
          transaction or the Adviser's overall responsibilities with respect to
          a particular Fund 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 Funds
          to such brokers and dealers who also provide research or statistical
          material, or other services to the Funds, 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/Directors indicating
          the brokers to whom such allocations have been made and the basis
          therefor.

               (d) With respect to one or more Funds, 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 Funds, 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 Funds are affiliated.

          9. Compensation. The compensation that each Fund shall pay the Adviser
     is set forth in Appendix II attached hereto.

          10. Expenses of the Funds. All of the ordinary business expenses
     incurred in the operations of the Funds and the offering of their shares
     shall be borne by the Funds unless specifically provided otherwise in this
     Agreement. These expenses borne by the Funds 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
     Funds' shareholders.

          11. Services to Other Companies or Accounts. Each Fund 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 each Fund has no
     objection to the Adviser so acting, provided that whenever a Fund 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. Each Fund 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. Each Fund 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. Each Fund further understands and agrees that officers or directors
     of the Adviser may serve as officers or trustees of a Fund, and that
     officers or trustees of the Funds 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 a Fund, if approved by the shareholders of such
     Fund, on the Effective Date for such Fund, as set forth in Appendix I
     attached hereto. If so approved, this Agreement shall thereafter continue
     in force and effect with respect to a


                                       3

<PAGE>

     Fund for two years, 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 Fund's Board of Trustees/Directors or (ii) by the
          vote of "a majority of the outstanding voting securities" of such Fund
          (as defined in Section 2(a)(42) of the 1940 Act); and

               (b) by the affirmative vote of a majority of the Fund's
          directors/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 directors/trustees of the Fund), by votes
          cast in person at a meeting specifically called for such purpose.

          14. Termination. This Agreement may be terminated as to a Fund at any
     time, without the payment of any penalty, by vote of the Fund's Board of
     Trustees/Directors or by vote of a majority of the outstanding voting
     securities of the applicable Fund, 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 Fund. 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 a Fund or to any shareholder of such Fund 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. Any liability of the Adviser to one Fund shall not
     automatically impart liability on the part of the Adviser to any other
     Fund. No Fund shall be liable for the obligations of any other Fund.

          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 a Fund
     individually but are binding only upon the assets and property of the Fund
     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. Limited Liability of Massachusetts Business Trusts. The
     Declaration of Trust, together with all amendments thereto establishing
     each Fund identified in Appendix I as a Massachusetts business trust (the
     "Declaration"), is on file in the office of the Secretary of the
     Commonwealth of Massachusetts, provides that the name of such Funds refers
     to the Trustees under the Declaration collectively as Trustees, but not as
     individuals or personally; and no Trustee, shareholder, officer, employee
     or agent of such Funds shall be held to any personal liability, nor shall
     resort be had to their private property for the satisfaction of any
     obligation or claim or otherwise, in connection with the affairs of such
     Funds, but the Trust Estate only shall be liable.

          19. 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 each Fund and that of the Adviser
     shall be 11 Greenway Plaza, Suite 2500, Houston, Texas 77046-1173.

          20. 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


                                       4

<PAGE>

     governed by and construed in accordance with the laws (without reference to
     conflicts of law provisions) of the State of Texas.

          21. License Agreement. Each Fund 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 Fund 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.

                                        ON BEHALF OF EACH FUND LISTED IN
                                        APPENDIX I


Attest: /s/ Stephen R. Rimes            By: /s/ John M. Zerr
        -----------------------------       ------------------------------------
Name: Stephen R. Rimes                  Name: John M. Zerr
Title: Assistant Secretary              Title: Senior Vice President

(SEAL)

                                        INVESCO ADVISERS, INC.


Attest: /s/ Stephen R. Rimes            By: /s/ Todd Spillane
        -----------------------------       ------------------------------------
Name: Stephen R. Rimes                  Name: Todd Spillane
Title: Assistant Secretary              Title: Senior Vice President

(SEAL)


                                       6

<PAGE>

                                   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 California Insured Municipal Income Trust               June 1, 2010
Invesco California Quality Municipal Securities                 June 1, 2010
Invesco Insured California Municipal Securities                 June 1, 2010
Invesco Insured Municipal Bond Trust                            June 1, 2010
Invesco Insured Municipal Income Trust                          June 1, 2010
Invesco Insured Municipal Securities                            June 1, 2010
Invesco Insured Municipal Trust                                 June 1, 2010
Invesco Municipal Income Opportunities Trust                    June 1, 2010
Invesco Municipal Income Opportunities Trust II                 June 1, 2010
Invesco Municipal Income Opportunities Trust III                June 1, 2010
Invesco Municipal Premium Income Trust                          June 1, 2010
Invesco New York Quality Municipal Securities                   June 1, 2010
Invesco Prime 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>


                                       7

<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 California Insured Municipal Income Trust   0.27% as a percentage of average weekly net assets*

Invesco California Quality Municipal Securities     0.27% as a percentage of average weekly net assets*

Invesco Insured California Municipal Securities     0.27% as a percentage of average weekly net assets

Invesco Insured Municipal Bond Trust                0.27% as a percentage of average weekly net assets*

Invesco Insured Municipal Income Trust              0.27% as a percentage of average weekly net assets*

Invesco Insured Municipal Securities                0.27% as a percentage of average weekly net assets

Invesco Insured Municipal Trust                     0.27% as a percentage of average weekly net assets*

Invesco Municipal Income Opportunities Trust        0.50% as a percentage of average weekly net assets

Invesco Municipal Income Opportunities Trust II     0.50% as a percentage of average weekly net assets

Invesco Municipal Income Opportunities Trust III    0.50% as a percentage of average weekly net assets

Invesco Municipal Premium Income Trust              0.40% as a percentage of average weekly net assets*

Invesco New York Quality Municipal Securities       0.27% as a percentage of average weekly net assets*

Invesco Prime Income Trust                          0.90% of the portion of the daily net assets not exceeding $500
                                                    million; 0.85% of the portion of the daily net assets exceeding
                                                    $500 million but not exceeding $1.5 billion; 0.825% of the
                                                    portion of the daily net assets exceeding $1.5 billion but not
                                                    exceeding $2.5 billion; 0.80% of the portion of the daily net
                                                    assets exceeding $2.5 billion, but not exceeding $3 billion; and
                                                    0.775% of the portion of the daily net assets in excess of $3
                                                    billion

Invesco Quality Municipal Income Trust              0.27% 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.


                                       8
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>7
<FILENAME>h78582ex77q1e-b.txt
<DESCRIPTION>EX-99.77Q1E-B
<TEXT>
                                                              Sub-Item 77Q1(e)

                              SUB-ADVISORY CONTRACT

     This contract is made as of June 1, 2010, by and among Invesco Advisers,
Inc. (the "Adviser") and each of 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. and Invesco Trimark Ltd. (each a "Sub-Adviser" and,
collectively, the "Sub-Advisers").

     WHEREAS:

          A) The Adviser has entered into an investment advisory agreement with
     each of the registered investment companies as set forth on Exhibit I
     (each, a "Fund" and collectively, the "Funds"), as the same may be amended
     from time to time, each 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 each Fund for the period and on the terms set forth herein.
     Each Sub-Adviser accepts such appointment and agrees to render the services
     herein set forth, for the compensation herein provided.

          2. Duties as Sub-Adviser. Subject to paragraph 7 below, the Adviser
     may, in its discretion, appoint each Sub-Adviser to perform one or more of
     the following services with respect to all or a portion of the investments
     of each Fund. The services and the portion of the investments of each Fund
     to be advised or managed by each Sub-Adviser shall be as agreed upon from
     time to time by the Adviser and the Sub-Advisers. Each Sub-Adviser shall
     pay the salaries and fees of all personnel of such Sub-Adviser performing
     services for the Funds related to research, statistical and investment
     activities.

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

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

          (c) Discretionary Investment Management. If and to the extent
     requested by the Adviser, each Sub-Adviser shall, subject to the
     supervision of each Fund's Board of Trustees/Directors (the "Board") and
     the Adviser, manage all or a portion of the investments of one or more of
     the Funds in accordance with the investment

<PAGE>

     objectives, policies and limitations provided in such Fund's Registration
     Statement and such other limitations as the Fund or the Adviser may impose
     by notice to the applicable Sub-Adviser(s) and otherwise in accordance with
     paragraph 5 below. With respect to the portion of the investments of a Fund
     under its management, each Sub-Adviser is authorized to: (i) make
     investment decisions on behalf of the Fund with regard to any stock, bond,
     other security or investment instrument, including but not limited to
     foreign currencies, futures, options and other derivatives, and with regard
     to borrowing money; (ii) place orders for the purchase and sale of
     securities or other investment instruments with such brokers and dealers as
     the Sub-Adviser may select; and (iii) upon the request of the Adviser,
     provide additional investment management services to the Fund, including
     but not limited to managing the Fund's cash and cash equivalents and
     lending securities on behalf of the Fund. In selecting brokers or dealers
     to execute trades for the Funds, each Sub-Adviser will comply with its
     written policies and procedures regarding brokerage and trading, which
     policies and procedures shall have been approved by the Board. All
     discretionary investment management and any other activities of each
     Sub-Adviser shall at all times be subject to the control and direction of
     the Adviser and the Board.

          3. Broker-Dealer Relationships. Each Sub-Adviser agrees that, in
     placing orders with brokers and dealers, it will attempt to obtain the best
     net result in terms of price and execution. Consistent with this
     obligation, each Sub-Adviser may, in its discretion, purchase and sell
     portfolio securities from and to brokers and dealers who sell shares of the
     Funds or provide the Funds, the Adviser's other clients, or a Sub-Adviser's
     other clients with research, analysis, advice and similar services. Each
     Sub-Adviser may pay to brokers and dealers, in return for such research and
     analysis, a higher commission or spread than may be charged by other
     brokers and dealers, subject to such Sub-Adviser determining in good faith
     that such commission or spread is reasonable in terms either of the
     particular transaction or of the overall responsibility of the Adviser and
     such Sub-Adviser to the Funds and their other clients and that the total
     commissions or spreads paid by each Fund will be reasonable in relation to
     the benefits to the Fund over the long term. In no instance will portfolio
     securities be purchased from or sold to a Sub-Adviser, or any affiliated
     person thereof, except in accordance with the applicable securities laws
     and the rules and regulations thereunder and any exemptive orders currently
     in effect. Whenever a Sub-Adviser simultaneously places orders to purchase
     or sell the same security on behalf of a Fund and one or more other
     accounts advised by such Sub-Adviser, such orders will be allocated as to
     price and amount among all such accounts in a manner believed to be
     equitable to each account.

          4. Books and Records. Each Sub-Adviser will maintain all required
     books and records with respect to the securities transactions of the Funds,
     and will furnish the Board and the Adviser with such periodic and special
     reports as the Board or the Adviser reasonably may request. Each
     Sub-Adviser hereby agrees that all records which it maintains for the
     Adviser are the property of the Adviser, and agrees to preserve for the
     periods prescribed by applicable law any records which it maintains for the
     Adviser and which are required to be maintained, and further agrees to
     surrender promptly to the Adviser any records which it maintains for the
     Adviser upon request by the Adviser.

          5. Further Duties.

          (a) In all matters relating to the performance of this Contract, each
     Sub-Adviser will act in conformity with the Articles of Incorporation or
     Declaration of Trust, as applicable, By-Laws and Registration Statement of
     each Fund and with the instructions and directions of the Adviser and the
     Board and will comply with the requirements of the 1940 Act, the rules,
     regulations, exemptive orders and no-action positions thereunder, and all
     other applicable laws and regulations.

          (b) Each Sub-Adviser shall maintain compliance procedures for the
     Funds that it and the Adviser reasonably believe are adequate to ensure
     compliance with the federal securities laws (as defined in Rule 38a-1 under
     the 1940 Act) and the investment objective(s) and policies as stated in the
     Funds' prospectuses and statements of additional information. Each
     Sub-Adviser at its expense will provide the Adviser or the 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 Funds.


                                        2

<PAGE>

          (c) Each Sub-Adviser at its expense will make available to the Board
     and the Adviser at reasonable times its portfolio managers and other
     appropriate personnel, either in person or, at the mutual convenience of
     the Adviser and the Sub-Adviser, by telephone, in order to review the
     investment policies, performance and other investment related information
     regarding the Funds and to consult with the Board and the Adviser regarding
     the Funds' investment affairs, including economic, statistical and
     investment matters related to the Sub-Adviser's duties hereunder, and will
     provide periodic reports to the Adviser relating to the investment
     strategies it employs. Each Sub-Adviser and its personnel shall also
     cooperate fully with counsel and auditors for, and the Chief Compliance
     Officer of, the Adviser and the Fund.

          (d) Each Sub-Adviser will assist in the fair valuation of portfolio
     securities held by the Funds. The Sub-Adviser will use its reasonable
     efforts to provide, based upon its own expertise, and to arrange with
     parties independent of the Sub-Adviser such as broker-dealers for the
     provision of, valuation information or prices for securities for which
     prices are deemed by the Adviser or the Funds' administrator not to be
     readily available in the ordinary course of business from an automated
     pricing service. In addition, each Sub-Adviser will assist the Funds and
     their agents in determining whether prices obtained for valuation purposes
     accurately reflect market price information relating to the assets of the
     Funds at such times as the Adviser shall reasonably request, including but
     not limited to, the hours after the close of a securities market and prior
     to the daily determination of a Fund's net asset value per share.

          (e) Each Sub-Adviser represents and warrants that it has adopted a
     code of ethics meeting the requirements of Rule 17j-1 under the 1940 Act
     and the requirements of Rule 204A-1 under the Advisers Act and has provided
     the Adviser and the Board a copy of such code of ethics, together with
     evidence of its adoption, and will promptly provide copies of any changes
     thereto, together with evidence of their adoption. Upon request of the
     Adviser, but in any event no less frequently than annually, each
     Sub-Adviser will supply the Adviser a written report that (A) describes any
     issues arising under the code of ethics or procedures since the
     Sub-Adviser's last report, including but not limited to material violations
     of the code of ethics or procedures and sanctions imposed in response to
     the material violations; and (B) certifies that the procedures contained in
     the Sub-Adviser's code of ethics are reasonably designed to prevent "access
     persons" from violating the code of ethics.

          (f) Upon request of the Adviser, each Sub-Adviser will review draft
     reports to shareholders and other documents provided or available to it and
     provide comments on a timely basis. In addition, each Sub-Adviser and each
     officer and portfolio manager thereof designated by the Adviser will
     provide on a timely basis such certifications or sub-certifications as the
     Adviser may reasonably request in order to support and facilitate
     certifications required to be provided by the Funds' 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 Funds 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 Funds or their
     designated agent such proxy voting information as is necessary for the
     Funds to timely file proxy voting results in accordance with Rule 30b1-4
     under the 1940 Act.

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

          6. Services Not Exclusive. The services furnished by each Sub-Adviser
     hereunder are not to be deemed exclusive and such Sub-Adviser shall be free
     to furnish similar services to others so long as its services under this
     Contract are not impaired thereby. Nothing in this Contract shall limit or
     restrict the right of any director,officer or employee of a Sub-Adviser,
     who may also be a Director/Trustee, officer or employee of a Fund, to
     engage in any other business or to devote his or her time and attention in
     part to the management or other aspects of any other business, whether of a
     similar nature or a dissimilar nature.

          7. Use of Subsidiaries and Affiliates. Each Sub-Adviser may perform
     any or all of the services contemplated hereunder, including but not
     limited to providing investment advice to the Funds pursuant to paragraph
     2(a) above and placing orders for the purchase and sale of portfolio
     securities or other investments for the Funds pursuant to paragraph 2(b)
     above, directly or through such of its subsidiaries or other affiliates,
     including each of the other Sub-Advisers, as such Sub-Adviser shall
     determine; provided, however, that performance of such


                                        3

<PAGE>

     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
     that Fund's independent Directors/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
     Directors/Trustees"), cast in person at a meeting called for the purpose of
     voting on such approval, and/or (ii) a vote of a majority of that Fund's
     outstanding voting securities.

          8. Compensation.

          (a) The only fees payable to the Sub-Advisers under this Contract are
     for providing discretionary investment management services pursuant to
     paragraph 2(c) above. For such services, the Adviser will pay each
     Sub-Adviser a fee, computed daily and paid monthly, equal to (i) 40% of the
     monthly compensation that the Adviser receives from each Fund pursuant to
     its advisory agreement with the Funds, multiplied by (ii) the fraction
     equal to the net assets of such Fund as to which the Sub-Adviser shall have
     provided discretionary investment management services pursuant to paragraph
     2(c) above for that month divided by the net assets of such Fund for that
     month. This fee shall be payable on or before the last business day of the
     next succeeding calendar month. This fee shall be reduced to reflect
     contractual or voluntary fee waivers or expense limitations by the Adviser,
     if any, in effect from time to time as set forth in paragraph 9 below. In
     no event shall the aggregate monthly fees paid to the Sub-Advisers under
     this Contract exceed 40% of the monthly compensation that the Adviser
     receives from each Fund pursuant to its advisory agreement with the Funds,
     as reduced to reflect contractual or voluntary fee waivers or expense
     limitations by the Adviser, if any.

          (b) If this Contract becomes effective or terminates before the end of
     any month, the fees for the period from the effective date to the end of
     the month or from the beginning of such month to the date of termination,
     as the case may be, shall be prorated according to the proportion which
     such period bears to the full month in which such effectiveness or
     termination occurs.

          (c) If a Sub-Adviser provides the services under paragraph 2(c) above
     to a Fund for a period that is less than a full month, the fees for such
     period shall be prorated according to the proportion which such period
     bears to the applicable full month.

          9. Fee Waivers and Expense Limitations. If, for any fiscal year of a
     Fund, the amount of the advisory fee which such Fund would otherwise be
     obligated to pay to the Adviser is reduced because of contractual or
     voluntary fee waivers or expense limitations by the Adviser, the fee
     payable to each Sub-Adviser pursuant to paragraph 8 above shall be reduced
     proportionately; and to the extent that the Adviser reimburses the Fund as
     a result of such expense limitations, such Sub-Adviser shall reimburse the
     Adviser that proportion of such reimbursement payments which the fee
     payable to each Sub-Adviser pursuant to paragraph 8 above bears to the
     advisory fee payable to the Adviser pursuant to its advisory agreement with
     the Funds.

          10. Limitation of Liability of Sub-Adviser and Indemnification. No
     Sub-Adviser shall be liable for any costs or liabilities arising from any
     error of judgment or mistake of law or any loss suffered by a Fund 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
     Director/Trustee, officer, employee or agent of a Fund, shall be deemed,
     when rendering services to a Fund or acting with respect to any business of
     a Fund, to be rendering such service to or acting solely for the Fund and
     not as an officer, partner, employee, or agent or one under the control or
     direction of such Sub-Adviser even though paid by it.

          11. Duration and Termination.

          (a) This Contract shall become effective with respect to each
     Sub-Adviser upon the later of the date hereabove written and the date that
     such Sub-Adviser is registered with the SEC as an investment adviser under
     the Advisers Act, if a Sub-Adviser is not so registered as of the date
     hereabove written; provided, however, that this Contract shall not take
     effect with respect to any Fund unless it has first been approved (i) by a
     vote of a majority of the Independent Directors/Trustees, cast in person at
     a meeting called for the purpose of voting on such approval, and (ii) by
     vote of a majority of that Fund's outstanding voting securities, when
     required by the 1940 Act.


                                       4

<PAGE>

          (b) Unless sooner terminated as provided herein, this Contract shall
     continue in force and effect with respect to a Fund for two years.
     Thereafter, if not terminated, with respect to a Fund, this Contract shall
     continue automatically for successive periods not to exceed twelve months
     each, provided that such continuance is specifically approved at least
     annually (i) by a vote of a majority of the Fund's Independent
     Directors/Trustees, cast in person at a meeting called for the purpose of
     voting on such approval, and (ii) by the Board or by vote of a majority of
     the outstanding voting securities of that Fund.

          (c) Notwithstanding the foregoing, with respect to any Fund(s) or any
     Sub-Adviser(s), this Contract may be terminated at any time, without the
     payment of any penalty, (i) by vote of the Fund's Board or by a vote of a
     majority of the outstanding voting securities of such Fund(s) on sixty
     days' written notice to such Sub-Adviser(s); or (ii) by the Adviser on
     sixty days' written notice to such Sub-Adviser(s); or (iii) by a
     Sub-Adviser on sixty days' written notice to the applicable Fund. Should
     this Contract be terminated with respect to a Sub-Adviser, the Adviser
     shall assume the duties and responsibilities of such Sub-Adviser unless and
     until the Adviser appoints another Sub-Adviser to perform such duties and
     responsibilities. Termination of this Contract with respect to one or more
     Fund(s) or Sub-Adviser(s) shall not affect the continued effectiveness of
     this Contract with respect to any remaining Fund(s) or Sub-Adviser(s). This
     Contract will automatically terminate in the event of its assignment.

          12. Amendment. No provision of this Contract may be changed, waived,
     discharged or terminated orally, but only by an instrument in writing
     signed by the party against which enforcement of the change, waiver,
     discharge or termination is sought, and, when required by the 1940 Act, no
     amendment of this Contract shall be effective, as to a Fund, until approved
     by vote of a majority of the Fund's outstanding voting securities.

          13. Notices. Any notices under this Contract shall be in writing,
     addressed and delivered, telecopied or mailed postage paid, to the other
     party entitled to receipt thereof at such address as such party may
     designate for the receipt of such notice. Until further notice to the other
     party, it is agreed that the address of each Fund and the Adviser shall be
     11 Greenway Plaza, Suite 2500, Houston, Texas 77046-1173. Until further
     notice to the other party, it is agreed that the address of each
     Sub-Adviser shall be set forth in Exhibit II attached hereto.

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

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

          16. Miscellaneous. The captions in this Contract are included for
     convenience of reference only and in no way define or delimit any of the
     provisions hereof or otherwise affect their construction or effect. If any
     provision of this Contract shall be held or made invalid by a court
     decision, statute, rule or otherwise, the remainder of this Contract shall
     not be affected thereby. This Contract shall be binding upon and shall
     inure to the benefit of the parties hereto and their respective successors.
     Any question of interpretation of any term or provision of this Contract
     having a counterpart in or otherwise derived from a term or provision of
     the 1940 Act or the Advisers Act shall be resolved by reference to such
     term or provision of the 1940 Act or the Advisers Act and to
     interpretations thereof, if any, by the United States Courts or in the
     absence of any controlling decision of any such court, by rules,
     regulations or orders of the SEC issued pursuant to said Acts. In addition,
     where the effect of a requirement of the 1940 Act or the Advisers Act
     reflected in any provision of the Contract is revised by rule, regulation
     or order of the SEC, such provision shall be deemed to incorporate the
     effect of such rule, regulation or order.


                                       5

<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.

                                        Advisor


                                        By: /s/ Todd Spillane

                                        Name: Todd Spillane
                                        Title: Senior Vice President


                                       6

<PAGE>


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

Sub-Adviser                                               Sub-Adviser


By: /s/ K. G. Bayer /         /s/ D. L. Langewand         By: /s/ Michelle Moran

Name: K. G. Bayer             / D. L. Langewand           Name: Michelle Moran
Title: Managing Directors                                 Title: Head of Legal for UK and Ireland


INVESCO ASSET MANAGEMENT (JAPAN) LIMITED                  INVESCO AUSTRALIA LIMITED

Sub-Adviser                                               Sub-Adviser


By: /s/ Masakazu Hasegawa                                 By: /s/ Robert Ades   / /s/ Ian Coatman

Name: Masakazu Hasegawa                                   Name: Robert Ades     / Ian Coatman
Title: Managing Director                                  Title: Director       Head of Legal


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 and General Council


INVESCO TRIMARK LTD.

Sub-Adviser


By: /s/ Eric J. Adelson       /s/ Theodore Heldman

Name: Eric J. Adelson         Theodore Heldman
Title: Senior Vice President, Legal and
       Secretary / Vice President
</TABLE>


                                       7

<PAGE>

                                    EXHIBIT I

                                      FUNDS

Invesco California Insured Municipal Income Trust
Invesco California Quality Municipal Securities
Invesco Insured California Municipal Securities
Invesco Insured Municipal Bond Trust
Invesco Insured Municipal Income Trust
Invesco Insured Municipal Securities
Invesco Insured Municipal Trust
Invesco Municipal Income Opportunities Trust
Invesco Municipal Income Opportunities Trust II
Invesco Municipal Income Opportunities Trust III
Invesco Municipal Premium Income Trust
Invesco New York Quality Municipal Securities
Invesco Prime Income Trust
Invesco Quality Municipal Income Trust
Invesco Quality Municipal Investment Trust
Invesco Quality Municipal Securities


                                       8

<PAGE>

                                   EXHIBIT II

                           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
25th Floor, Shiroyama Trust Tower
3-1, Toranoman 4-chome, Minato-Ku
Tokyo, Japan 105-6025

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


                                       9
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>8
<FILENAME>h78582ex77q1e-c.txt
<DESCRIPTION>EX-99.77Q1E-C
<TEXT>
                                                               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 California Insured Municipal Income
Trust, Invesco California Quality Municipal Securities, Invesco High Yield
Investments Funds, Inc., Invesco Insured California Municipal Securities,
Invesco Insured Municipal Bond Trust, Invesco Insured Municipal Income Trust,
Invesco Insured Municipal Securities, Invesco Insured Municipal Trust, Invesco
Municipal Income Opportunities Trust, Invesco Municipal Income Opportunities
Trust II, Invesco Municipal Income Opportunities Trust III, Invesco Municipal
Premium Income Trust, Invesco New York Quality Municipal Securities, Invesco
Prime Income Trust, Invesco Quality Municipal Income Trust, Invesco Quality
Municipal Investment Trust, Invesco Quality Municipal Securities 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), the Trusts and
Invesco agree 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; (v) expenses related to a merger or
reorganization, as approved by the Funds' Boards of Trustees; (vi) expenses of
the underlying funds that are paid indirectly as a result of share ownership of
the underlying funds; and (vii) 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. Notwithstanding the foregoing, for Funds
indicated on Exhibits A - D with an asterisk, Invesco will waive its fees or
reimburse expenses to the extent that total annual fund operating expenses after
fee waiver and/or expense reimbursement of a class of a Fund (excluding (i)
interest; (ii) taxes; (iii) dividend expense on short sales; (iv) extraordinary
or non-routine items; (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, each of the Trusts and Invesco agree 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), the Trusts and
Invesco agree that these are not contractual in nature and that Invesco may
establish, amend and/or terminate such expense limitations at

<PAGE>

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 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 CALIFORNIA QUALITY MUNICIPAL SECURITIES
INVESCO HIGH YIELD INVESTMENT FUNDS, INC.
INVESCO INSURED CALIFORNIA MUNICIPAL SECURITIES
INVESCO INSURED MUNICIPAL BOND TRUST
INVESCO INSURED MUNICIPAL INCOME TRUST
INVESCO INSURED MUNICIPAL SECURITIES
INVESCO INSURED MUNICIPAL TRUST
INVESCO MUNICIPAL INCOME OPPORTUNITIES TRUST
INVESCO MUNICIPAL INCOME OPPORTUNITIES TRUST II
INVESCO MUNICIPAL INCOME OPPORTUNITIES TRUST III
INVESCO MUNICIPAL PREMIUM INCOME TRUST
INVESCO NEW YORK QUALITY MUNICIPAL SECURITIES
INVESCO PRIME INCOME TRUST
INVESCO QUALITY MUNICIPAL INCOME TRUST
INVESCO QUALITY MUNICIPAL INVESTMENT TRUST
INVESCO QUALITY MUNICIPAL SECURITIES
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 September 15, 2010

                          EXHIBIT "A" - RETAIL FUNDS(1)

           AIM COUNSELOR SERIES TRUST (INVESCO COUNSELOR SERIES TRUST)

<TABLE>
<CAPTION>
                                                   CONTRACTUAL/    EXPENSE     EFFECTIVE DATE OF CURRENT       EXPIRATION
FUND                                                VOLUNTARY     LIMITATION             LIMIT                    DATE
- ----                                               ------------   ----------   -------------------------   -----------------
<S>                                                <C>            <C>          <C>                         <C>
Invesco Balanced Fund*
   Class A Shares                                  Contractual       1.10%         February 12, 2010         June 30, 2012
   Class B Shares                                  Contractual       1.85%         February 12, 2010         June 30, 2012
   Class C Shares                                  Contractual       1.85%         February 12, 2010         June 30, 2012
   Class Y Shares                                  Contractual       0.85%         February 12, 2010         June 30, 2012
Invesco California Tax-Free Income Fund*
   Class A Shares                                  Contractual       0.85%         February 12, 2010         June 30, 2012
   Class B Shares                                  Contractual       1.35%         February 12, 2010         June 30, 2012
   Class C Shares                                  Contractual       1.35%         February 12, 2010         June 30, 2012
   Class Y Shares                                  Contractual       0.60%         February 12, 2010         June 30, 2012
Invesco Core Plus Bond Fund
   Class A Shares                                  Contractual       0.90%            June 2, 2009         December 31, 2011
   Class B Shares                                  Contractual       1.65%            June 2, 2009         December 31, 2011
   Class C Shares                                  Contractual       1.65%            June 2, 2009         December 31, 2011
   Class R Shares                                  Contractual       1.15%            June 2, 2009         December 31, 2011
   Class Y Shares                                  Contractual       0.65%            June 2, 2009         December 31, 2011
   Institutional Class Shares                      Contractual       0.65%            June 2, 2009         December 31, 2011
Invesco Dividend Growth Securities Fund*
   Class A Shares                                  Contractual       0.95%         February 12, 2010         June 30, 2012
   Class B Shares                                  Contractual       1.70%         February 12, 2010         June 30, 2012
   Class C Shares                                  Contractual       1.70%         February 12, 2010         June 30, 2012
   Class Y Shares                                  Contractual       0.70%         February 12, 2010         June 30, 2012
Invesco Equally-Weighted S&P 500 Fund*
   Class A Shares                                  Contractual       0.75%         February 12, 2010         June 30, 2012
   Class B Shares                                  Contractual       1.50%         February 12, 2010         June 30, 2012
   Class C Shares                                  Contractual       1.50%         February 12, 2010         June 30, 2012
   Class R Shares                                  Contractual       1.00%         February 12, 2010         June 30, 2012
   Class Y Shares                                  Contractual       0.50%         February 12, 2010         June 30, 2012
Invesco Floating Rate Fund
   Class A Shares                                  Contractual       1.50%           April 14, 2006        December 31, 2011
   Class C Shares                                  Contractual       2.00%           April 14, 2006        December 31, 2011
   Class R Shares                                  Contractual       1.75%           April 14, 2006        December 31, 2011
   Class Y Shares                                  Contractual       1.25%          October 3, 2008        December 31, 2011
   Institutional Class Shares                      Contractual       1.25%           April 14, 2006        December 31, 2011
Invesco Fundamental Value Fund*
   Class A Shares                                  Contractual       1.65%         February 12, 2010         June 30, 2012
   Class B Shares                                  Contractual       2.40%         February 12, 2010         June 30, 2012
   Class C Shares                                  Contractual       2.40%         February 12, 2010         June 30, 2012
   Class Y Shares                                  Contractual       1.40%         February 12, 2010         June 30, 2012
Invesco Large Cap Relative Value Fund*
   Class A Shares                                  Contractual       0.95%         February 12, 2010         June 30, 2012
   Class B Shares                                  Contractual       1.70%         February 12, 2010         June 30, 2012
   Class C Shares                                  Contractual       1.70%         February 12, 2010         June 30, 2012
   Class Y Shares                                  Contractual       0.70%         February 12, 2010         June 30, 2012
</TABLE>

See page 21 for footnotes to Exhibit A.


                                       3

<PAGE>

                                                        as of September 15, 2010

<TABLE>
<CAPTION>
                                                   CONTRACTUAL/    EXPENSE     EFFECTIVE DATE OF CURRENT       EXPIRATION
FUND                                                VOLUNTARY     LIMITATION             LIMIT                    DATE
- ----                                               ------------   ----------   -------------------------   -----------------
<S>                                                <C>            <C>          <C>                         <C>
Invesco Multi-Sector Fund
   Class A Shares                                  Contractual       2.00%            July 1, 2009         December 31, 2011
   Class B Shares                                  Contractual       2.75%            July 1, 2009         December 31, 2011
   Class C Shares                                  Contractual       2.75%            July 1, 2009         December 31, 2011
   Class Y Shares                                  Contractual       1.75%            July 1, 2009         December 31, 2011
   Institutional Class Shares                      Contractual       1.75%            July 1, 2009         December 31, 2011
Invesco New York Tax-Free Income Fund*
   Class A Shares                                  Contractual       0.90%         February 12, 2010         June 30, 2012
   Class B Shares                                  Contractual       1.40%         February 12, 2010         June 30, 2012
   Class C Shares                                  Contractual       1.40%         February 12, 2010         June 30, 2012
   Class Y Shares                                  Contractual       0.65%         February 12, 2010         June 30, 2012
Invesco S&P 500 Index Fund*
   Class A Shares                                  Contractual       0.65%         February 12, 2010         June 30, 2012
   Class B Shares                                  Contractual       1.40%         February 12, 2010         June 30, 2012
   Class C Shares                                  Contractual       1.40%         February 12, 2010         June 30, 2012
   Class Y Shares                                  Contractual       0.40%         February 12, 2010         June 30, 2012
Invesco Select Real Estate Income Fund
   Class A Shares                                  Contractual       2.00%            July 1, 2009         December 31, 2011
   Class B Shares                                  Contractual       2.75%            July 1, 2009         December 31, 2011
   Class C Shares                                  Contractual       2.75%            July 1, 2009         December 31, 2011
   Class Y Shares                                  Contractual       1.75%            July 1, 2009         December 31, 2011
   Institutional Class Shares                      Contractual       1.75%            July 1, 2009         December 31, 2011
Invesco Structured Core Fund
   Class A Shares                                  Contractual       1.00%            July 1, 2009         December 31, 2011
   Class B Shares                                  Contractual       1.75%            July 1, 2009         December 31, 2011
   Class C Shares                                  Contractual       1.75%            July 1, 2009         December 31, 2011
   Class R Shares                                  Contractual       1.25%            July 1, 2009         December 31, 2011
   Class Y Shares                                  Contractual       0.75%            July 1, 2009         December 31, 2011
   Investor Class Shares                           Contractual       1.00%            July 1, 2009         December 31, 2011
   Institutional Class Shares                      Contractual       0.75%            July 1, 2009         December 31, 2011
Invesco Structured Growth Fund
   Class A Shares                                  Contractual       1.00%           March 31, 2006        December 31, 2011
   Class B Shares                                  Contractual       1.75%           March 31, 2006        December 31, 2011
   Class C Shares                                  Contractual       1.75%           March 31, 2006        December 31, 2011
   Class R Shares                                  Contractual       1.25%           March 31, 2006        December 31, 2011
   Class Y Shares                                  Contractual       0.75%          October 3, 2008        December 31, 2011
   Institutional Class Shares                      Contractual       0.75%           March 31, 2006        December 31, 2011
Invesco Structured Value Fund
   Class A Shares                                  Contractual       1.00%           March 31, 2006        December 31, 2011
   Class B Shares                                  Contractual       1.75%           March 31, 2006        December 31, 2011
   Class C Shares                                  Contractual       1.75%           March 31, 2006        December 31, 2011
   Class R Shares                                  Contractual       1.25%           March 31, 2006        December 31, 2011
   Class Y Shares                                  Contractual       0.75%          October 3, 2008        December 31, 2011
   Institutional Class Shares                      Contractual       0.75%           March 31, 2006        December 31, 2011
Invesco Van Kampen American Franchise Fund*
   Class A Shares                                  Contractual       1.35%         February 12, 2010         June 30, 2012
   Class B Shares                                  Contractual       2.10%         February 12, 2010         June 30, 2012
   Class C Shares                                  Contractual       2.10%         February 12, 2010         June 30, 2012
   Class Y Shares                                  Contractual       1.10%         February 12, 2010         June 30, 2012
</TABLE>

See page 21 for footnotes to Exhibit A.


                                       4

<PAGE>

                                                        as of September 15, 2010

<TABLE>
<CAPTION>
                                                   CONTRACTUAL/    EXPENSE     EFFECTIVE DATE OF CURRENT       EXPIRATION
FUND                                                VOLUNTARY     LIMITATION             LIMIT                    DATE
- ----                                               ------------   ----------   -------------------------   -----------------
<S>                                                <C>            <C>          <C>                         <C>
Invesco Van Kampen Core Equity Fund*
   Class A Shares                                  Contractual       1.20%         February 12, 2010         June 30, 2012
   Class B Shares                                  Contractual       1.95%         February 12, 2010         June 30, 2012
   Class C Shares                                  Contractual       1.95%         February 12, 2010         June 30, 2012
   Class R Shares                                  Contractual       1.45%         February 12, 2010         June 30, 2012
   Class Y Shares                                  Contractual       0.95%         February 12, 2010         June 30, 2012
Invesco Van Kampen Equity and Income Fund*
   Class A Shares                                  Contractual       0.82%         February 12, 2010         June 30, 2012
   Class B Shares                                  Contractual       1.57%         February 12, 2010         June 30, 2012
   Class C Shares                                  Contractual       1.57%         February 12, 2010         June 30, 2012
   Class R Shares                                  Contractual       1.07%         February 12, 2010         June 30, 2012
   Class Y Shares                                  Contractual       0.57%         February 12, 2010         June 30, 2012
   Institutional Class Shares                      Contractual       0.57%         February 12, 2010         June 30, 2012
Invesco Van Kampen Equity Premium Income Fund*
   Class A Shares                                  Contractual       1.24%         February 12, 2010         June 30, 2012
   Class B Shares                                  Contractual       1.99%         February 12, 2010         June 30, 2012
   Class C Shares                                  Contractual       1.99%         February 12, 2010         June 30, 2012
   Class Y Shares                                  Contractual       0.99%         February 12, 2010         June 30, 2012
Invesco Van Kampen Growth and Income Fund*
   Class A Shares                                  Contractual       0.88%         February 12, 2010         June 30, 2012
   Class B Shares                                  Contractual       1.63%         February 12, 2010         June 30, 2012
   Class C Shares                                  Contractual       1.63%         February 12, 2010         June 30, 2012
   Class R Shares                                  Contractual       1.13%         February 12, 2010         June 30, 2012
   Class Y Shares                                  Contractual       0.63%         February 12, 2010         June 30, 2012
   Institutional Class Shares                      Contractual       0.63%         February 12, 2010         June 30, 2012
Invesco Van Kampen Pennsylvania Tax Free
   Income Fund*
   Class A Shares                                  Contractual       1.13%         February 12, 2010         June 30, 2012
   Class B Shares                                  Contractual       1.88%         February 12, 2010         June 30, 2012
   Class C Shares                                  Contractual       1.88%         February 12, 2010         June 30, 2012
   Class Y Shares                                  Contractual       0.88%         February 12, 2010         June 30, 2012
Invesco Van Kampen Small Cap Growth Fund*
   Class A Shares                                  Contractual       1.38%         February 12, 2010         June 30, 2012
   Class B Shares                                  Contractual       2.13%         February 12, 2010         June 30, 2012
   Class C Shares                                  Contractual       2.13%         February 12, 2010         June 30, 2012
   Class Y Shares                                  Contractual       1.13%         February 12, 2010         June 30, 2012
</TABLE>

                     AIM EQUITY FUNDS (INVESCO EQUITY FUNDS)

<TABLE>
<CAPTION>
                                                   CONTRACTUAL/    EXPENSE     EFFECTIVE DATE OF CURRENT       EXPIRATION
FUND                                                VOLUNTARY     LIMITATION             LIMIT                   DATE
- ----                                               ------------   ----------   -------------------------   -----------------
<S>                                                <C>            <C>          <C>                         <C>
Invesco Capital Development Fund
   Class A Shares                                  Contractual       2.00%             July 1, 2009        February 28, 2011
   Class B Shares                                  Contractual       2.75%             July 1, 2009        February 28, 2011
   Class C Shares                                  Contractual       2.75%             July 1, 2009        February 28, 2011
   Class R Shares                                  Contractual       2.25%             July 1, 2009        February 28, 2011
   Class Y Shares                                  Contractual       1.75%             July 1, 2009        February 28, 2011
   Investor Class Shares                           Contractual       2.00%             July 1, 2009        February 28, 2011
   Institutional Class Shares                      Contractual       1.75%             July 1, 2009        February 28, 2011
</TABLE>

See page 21 for footnotes to Exhibit A.


                                       5

<PAGE>

                                                        as of September 15, 2010

<TABLE>
<CAPTION>
                                                   CONTRACTUAL/    EXPENSE     EFFECTIVE DATE OF CURRENT       EXPIRATION
FUND                                                VOLUNTARY     LIMITATION             LIMIT                   DATE
- ----                                               ------------   ----------   -------------------------   -----------------
<S>                                                <C>            <C>          <C>                         <C>
Invesco Charter Fund
   Class A Shares                                  Contractual       2.00%            July 1, 2009         February 28, 2011
   Class B Shares                                  Contractual       2.75%            July 1, 2009         February 28, 2011
   Class C Shares                                  Contractual       2.75%            July 1, 2009         February 28, 2011
   Class R Shares                                  Contractual       2.25%            July 1, 2009         February 28, 2011
   Class S Shares                                  Contractual       1.90%         September 25, 2009      February 28, 2011
   Class Y Shares                                  Contractual       1.75%            July 1, 2009         February 28, 2011
   Institutional Class Shares                      Contractual       1.75%            July 1, 2009         February 28, 2011
Invesco Constellation Fund
   Class A Shares                                  Contractual       2.00%            July 1, 2009         February 28, 2011
   Class B Shares                                  Contractual       2.75%            July 1, 2009         February 28, 2011
   Class C Shares                                  Contractual       2.75%            July 1, 2009         February 28, 2011
   Class R Shares                                  Contractual       2.25%            July 1, 2009         February 28, 2011
   Class Y Shares                                  Contractual       1.75%            July 1, 2009         February 28, 2011
   Institutional Class Shares                      Contractual       1.75%            July 1, 2009         February 28, 2011
Invesco Disciplined Equity Fund
   Class Y Shares                                  Contractual       1.75%           July 14, 2009         February 28, 2011
Invesco Diversified Dividend Fund
   Class A Shares                                  Contractual       2.00%            July 1, 2009         February 28, 2011
   Class B Shares                                  Contractual       2.75%            July 1, 2009         February 28, 2011
   Class C Shares                                  Contractual       2.75%            July 1, 2009         February 28, 2011
   Class R Shares                                  Contractual       2.25%            July 1, 2009         February 28, 2011
   Class Y Shares                                  Contractual       1.75%            July 1, 2009         February 28, 2011
   Investor Class Shares                           Contractual       2.00%            July 1, 2009         February 28, 2011
   Institutional Class Shares                      Contractual       1.75%            July 1, 2009         February 28, 2011
Invesco Large Cap Basic Value Fund
   Class A Shares                                  Contractual       2.00%            July 1, 2009         February 28, 2011
   Class B Shares                                  Contractual       2.75%            July 1, 2009         February 28, 2011
   Class C Shares                                  Contractual       2.75%            July 1, 2009         February 28, 2011
   Class R Shares                                  Contractual       2.25%            July 1, 2009         February 28, 2011
   Class Y Shares                                  Contractual       1.75%            July 1, 2009         February 28, 2011
   Investor Class Shares                           Contractual       2.00%            July 1, 2009         February 28, 2011
   Institutional Class Shares                      Contractual       1.75%            July 1, 2009         February 28, 2011
Invesco Large Cap Growth Fund
   Class A Shares                                  Contractual       2.00%            July 1, 2009         February 28, 2011
   Class B Shares                                  Contractual       2.75%            July 1, 2009         February 28, 2011
   Class C Shares                                  Contractual       2.75%            July 1, 2009         February 28, 2011
   Class R Shares                                  Contractual       2.25%            July 1, 2009         February 28, 2011
   Class Y Shares                                  Contractual       1.75%            July 1, 2009         February 28, 2011
   Investor Class Shares                           Contractual       2.00%            July 1, 2009         February 28, 2011
   Institutional Class Shares                      Contractual       1.75%            July 1, 2009         February 28, 2011
Invesco Summit Fund
    Class A Shares                                 Contractual       2.00%            July 1, 2009         February 28, 2011
    Class B Shares                                 Contractual       2.75%            July 1, 2009         February 28, 2011
    Class C Shares                                 Contractual       2.75%            July 1, 2009         February 28, 2011
    Class P Shares                                 Contractual       1.85%            July 1, 2009         February 28, 2011
    Class S Shares                                 Contractual       1.90%         September 25, 2009      February 28, 2011
    Class Y Shares                                 Contractual       1.75%            July 1, 2009         February 28, 2011
    Institutional Class Shares                     Contractual       1.75%            July 1, 2009         February 28, 2011
</TABLE>

See page 21 for footnotes to Exhibit A.


                                       6

<PAGE>

                                                        as of September 15, 2010

                      AIM FUNDS GROUP (INVESCO FUNDS GROUP)

<TABLE>
<CAPTION>
                                                   CONTRACTUAL/    EXPENSE     EFFECTIVE DATE OF CURRENT       EXPIRATION
FUND                                                VOLUNTARY     LIMITATION             LIMIT                   DATE
- ----                                               ------------   ----------   -------------------------   -----------------
<S>                                                <C>            <C>          <C>                         <C>
Invesco Basic Balanced Fund
   Class A Shares                                  Contractual       2.00%            July 1, 2009          April 30, 2011
   Class B Shares                                  Contractual       2.75%            July 1, 2009          April 30, 2011
   Class C Shares                                  Contractual       2.75%            July 1, 2009          April 30, 2011
   Class R Shares                                  Contractual       2.25%            July 1, 2009          April 30, 2011
   Class Y Shares                                  Contractual       1.75%            July 1, 2009          April 30, 2011
   Investor Class Shares                           Contractual       2.00%            July 1, 2009          April 30, 2011
   Institutional Class Shares                      Contractual       1.75%            July 1, 2009          April 30, 2011
Invesco European Small Company Fund
    Class A Shares                                 Contractual       2.25%            July 1, 2009          April 30, 2011
    Class B Shares                                 Contractual       3.00%            July 1, 2009          April 30, 2011
    Class C Shares                                 Contractual       3.00%            July 1, 2009          April 30, 2011
    Class Y Shares                                 Contractual       2.00%            July 1, 2009          April 30, 2011
Invesco Global Core Equity Fund
   Class A Shares                                  Contractual       2.25%            July 1, 2009          April 30, 2011
   Class B Shares                                  Contractual       3.00%            July 1, 2009          April 30, 2011
   Class C Shares                                  Contractual       3.00%            July 1, 2009          April 30, 2011
   Class Y Shares                                  Contractual       2.00%            July 1, 2009          April 30, 2011
   Institutional Class Shares                      Contractual       2.00%            July 1, 2009          April 30, 2011
Invesco International Small Company Fund
   Class A Shares                                  Contractual       2.25%            July 1, 2009          April 30, 2011
   Class B Shares                                  Contractual       3.00%            July 1, 2009          April 30, 2011
   Class C Shares                                  Contractual       3.00%            July 1, 2009          April 30, 2011
   Class Y Shares                                  Contractual       2.00%            July 1, 2009          April 30, 2011
   Institutional Class Shares                      Contractual       2.00%            July 1, 2009          April 30, 2011
Invesco Mid Cap Basic Value Fund
   Class A Shares                                  Contractual       2.00%            July 1, 2009          April 30, 2011
   Class B Shares                                  Contractual       2.75%            July 1, 2009          April 30, 2011
   Class C Shares                                  Contractual       2.75%            July 1, 2009          April 30, 2011
   Class R Shares                                  Contractual       2.25%            July 1, 2009          April 30, 2011
   Class Y Shares                                  Contractual       1.75%            July 1, 2009          April 30, 2011
   Institutional Class Shares                      Contractual       1.75%            July 1, 2009          April 30, 2011
Invesco Select Equity Fund
   Class A Shares                                  Contractual       2.00%            July 1, 2009          April 30, 2011
   Class B Shares                                  Contractual       2.75%            July 1, 2009          April 30, 2011
   Class C Shares                                  Contractual       2.75%            July 1, 2009          April 30, 2011
   Class Y Shares                                  Contractual       1.75%            July 1, 2009          April 30, 2011
Invesco Small Cap Equity Fund
   Class A Shares                                  Contractual       2.00%            July 1, 2009          April 30, 2011
   Class B Shares                                  Contractual       2.75%            July 1, 2009          April 30, 2011
   Class C Shares                                  Contractual       2.75%            July 1, 2009          April 30, 2011
   Class R Shares                                  Contractual       2.25%            July 1, 2009          April 30, 2011
   Class Y Shares                                  Contractual       1.75%            July 1, 2009          April 30, 2011
   Institutional Class Shares                      Contractual       1.75%            July 1, 2009          April 30, 2011
</TABLE>

See page 21 for footnotes to Exhibit A.


                                       7

<PAGE>

                                                        as of September 15, 2010

                    AIM GROWTH SERIES (INVESCO GROWTH SERIES)

<TABLE>
<CAPTION>
                                                   CONTRACTUAL/    EXPENSE     EFFECTIVE DATE OF CURRENT       EXPIRATION
FUND                                                VOLUNTARY     LIMITATION             LIMIT                   DATE
- ----                                               ------------   ----------   -------------------------   -----------------
<S>                                                <C>            <C>          <C>                         <C>
Invesco Balanced-Risk Retirement 2010 Fund(3)
   Class A Shares                                  Contractual       0.25%          November 4, 2009        April 30, 2011
   Class A5 Shares                                 Contracutal       0.25%         February 12, 2010        April 30, 2011
   Class B Shares                                  Contractual       1.00%          November 4, 2009        April 30, 2011
   Class C Shares                                  Contractual       1.00%          November 4, 2009        April 30, 2011
   Class C5 Shares                                 Contractual       1.00%         February 12, 2010        April 30, 2011
   Class R Shares                                  Contractual       0.50%          November 4, 2009        April 30, 2011
   Class R5 Shares                                 Contractual       0.50%         February 12, 2010        April 30, 2011
   Class Y Shares                                  Contractual       0.00%          November 4, 2009        April 30, 2011
   Institutional Class Shares                      Contractual       0.00%          November 4, 2009        April 30, 2011
Invesco Balanced-Risk Retirement 2020 Fund(4)
   Class A Shares                                  Contractual       0.25%          November 4, 2009        April 30, 2011
   Class A5 Shares                                 Contractual       0.25%         February 12, 2010        April 30, 2011
   Class B Shares                                  Contractual       1.00%          November 4, 2009        April 30, 2011
   Class C Shares                                  Contractual       1.00%          November 4, 2009        April 30, 2011
   Class C5 Shares                                 Contractual       1.00%         February 12, 2010        April 30, 2011
   Class R Shares                                  Contractual       0.50%          November 4, 2009        April 30, 2011
   Class R5 Shares                                 Contractual       0.50%         February 12, 2010        April 30, 2011
   Class Y Shares                                  Contractual       0.00%          November 4, 2009        April 30, 2011
   Institutional Class Shares                      Contractual       0.00%          November 4, 2009        April 30, 2011
Invesco Balanced-Risk Retirement 2030 Fund(5)
   Class A Shares                                  Contractual       0.25%          November 4, 2009        April 30, 2011
   Class A5 Shares                                 Contractual       0.25%         February 12, 2010        April 30, 2011
   Class B Shares                                  Contractual       1.00%          November 4, 2009        April 30, 2011
   Class C Shares                                  Contractual       1.00%          November 4, 2009        April 30, 2011
   Class C5 Shares                                 Contractual       1.00%         February 12, 2010        April 30, 2011
   Class R Shares                                  Contractual       0.50%          November 4, 2009        April 30, 2011
   Class R5 Shares                                 Contractual       0.50%         February 12, 2010        April 30, 2011
   Class Y Shares                                  Contractual       0.00%          November 4, 2009        April 30, 2011
   Institutional Class Shares                      Contractual       0.00%          November 4, 2009        April 30, 2011
Invesco Balanced-Risk Retirement 2040 Fund(6)
   Class A Shares                                  Contractual       0.25%          November 4, 2009        April 30, 2011
   Class A5 Shares                                 Contractual       0.25%         February 12, 2010        April 30, 2011
   Class B Shares                                  Contractual       1.00%          November 4, 2009        April 30, 2011
   Class C Shares                                  Contractual       1.00%          November 4, 2009        April 30, 2011
   Class C5 Shares                                 Contractual       1.00%         February 12, 2010        April 30, 2011
   Class R Shares                                  Contractual       0.50%          November 4, 2009        April 30, 2011
   Class R5 Shares                                 Contractual       0.50%         February 12, 2010        April 30, 2011
   Class Y Shares                                  Contractual       0.00%          November 4, 2009        April 30, 2011
   Institutional Class Shares                      Contractual       0.00%          November 4, 2009        April 30, 2011
Invesco Balanced-Risk Retirement 2050 Fund(8)
   Class A Shares                                  Contractual       0.25%          November 4, 2009        April 30, 2011
   Class A5 Shares                                 Contractual       0.25%         February 12, 2010        April 30, 2011
   Class B Shares                                  Contractual       1.00%          November 4, 2009        April 30, 2011
   Class C Shares                                  Contractual       1.00%          November 4, 2009        April 30, 2011
   Class C5 Shares                                 Contractual       1.00%         February 12, 2010        April 30, 2011
   Class R Shares                                  Contractual       0.50%          November 4, 2009        April 30, 2011
   Class R5 Shares                                 Contractual       0.50%         February 12, 2010        April 30, 2011
   Class Y Shares                                  Contractual       0.00%          November 4, 2009        April 30, 2011
   Institutional Class Shares                      Contractual       0.00%          November 4, 2009        April 30, 2011
</TABLE>

See page 21 for footnotes to Exhibit A.


                                       8

<PAGE>

                                                        as of September 15, 2010

<TABLE>
<CAPTION>
                                                   CONTRACTUAL/    EXPENSE     EFFECTIVE DATE OF CURRENT       EXPIRATION
FUND                                                VOLUNTARY     LIMITATION             LIMIT                   DATE
- ----                                               ------------   ----------   -------------------------   -----------------
<S>                                                <C>            <C>          <C>                         <C>
Invesco Balanced-Risk Retirement Now Fund(2)
   Class A Shares                                  Contractual       0.25%          November 4, 2009        April 30, 2011
   Class A5 Shares                                 Contractual       0.25%         February 12, 2010        April 30, 2011
   Class B Shares                                  Contractual       1.00%          November 4, 2009        April 30, 2011
   Class C Shares                                  Contractual       1.00%          November 4, 2009        April 30, 2011
   Class C5 Shares                                 Contractual       1.00%         February 12, 2010        April 30, 2011
   Class R Shares                                  Contractual       0.50%          November 4, 2009        April 30, 2011
   Class R5 Shares                                 Contractual       0.50%         February 12, 2010        April 30, 2011
   Class Y Shares                                  Contractual       0.00%          November 4, 2009        April 30, 2011
   Institutional Class Shares                      Contractual       0.00%          November 4, 2009        April 30, 2011
Invesco Basic Value Fund
   Class A Shares                                  Contractual       2.00%            July 1, 2009          April 30, 2011
   Class B Shares                                  Contractual       2.75%            July 1, 2009          April 30, 2011
   Class C Shares                                  Contractual       2.75%            July 1, 2009          April 30, 2011
   Class R Shares                                  Contractual       2.25%            July 1, 2009          April 30, 2011
   Class Y Shares                                  Contractual       1.75%            July 1, 2009          April 30, 2011
   Institutional Class Shares                      Contractual       1.75%            July 1, 2009          April 30, 2011
Invesco Conservative Allocation Fund
   Class A Shares                                  Contractual       0.48%            July 1, 2009          April 30, 2011
   Class B Shares                                  Contractual       1.23%            July 1, 2009          April 30, 2011
   Class C Shares                                  Contractual       1.23%            July 1, 2009          April 30, 2011
   Class R Shares                                  Contractual       0.73%            July 1, 2009          April 30, 2011
   Class S Shares                                  Contractual       0.38%         September 25, 2009       April 30, 2011
   Class Y Shares                                  Contractual       0.23%            July 1, 2009          April 30, 2011
   Institutional Class Shares                      Contractual       0.23%            July 1, 2009          April 30, 2011
Invesco Convertible Securities Fund*
   Class A Shares                                  Contractual       1.27%         February 12, 2010        June 30, 2012
   Class B Shares                                  Contractual       2.02%         February 12, 2010        June 30, 2012
   Class C Shares                                  Contractual       2.02%         February 12, 2010        June 30, 2012
   Class Y Shares                                  Contractual       1.02%         February 12, 2010        June 30, 2012
Invesco Global Equity Fund
   Class A Shares                                  Contractual       2.25%            July 1, 2009          April 30, 2011
   Class B Shares                                  Contractual       3.00%            July 1, 2009          April 30, 2011
   Class C Shares                                  Contractual       3.00%            July 1, 2009          April 30, 2011
   Class R Shares                                  Contractual       2.50%            July 1, 2009          April 30, 2011
   Class Y Shares                                  Contractual       2.00%            July 1, 2009          April 30, 2011
   Institutional Class Shares                      Contractual       2.00%            July 1, 2009          April 30, 2011
Invesco Growth Allocation Fund
   Class A Shares                                  Contractual       0.46%            July 1, 2009          April 30, 2011
   Class B Shares                                  Contractual       1.21%            July 1, 2009          April 30, 2011
   Class C Shares                                  Contractual       1.21%            July 1, 2009          April 30, 2011
   Class R Shares                                  Contractual       0.71%            July 1, 2009          April 30, 2011
   Class S Shares                                  Contractual       0.36%         September 25, 2009       April 30, 2011
   Class Y Shares                                  Contractual       0.21%            July 1, 2009          April 30, 2011
   Institutional Class Shares                      Contractual       0.21%            July 1, 2009          April 30, 2011
Invesco Income Allocation Fund
   Class A Shares                                  Contractual       0.28%            July 1, 2009          April 30, 2011
   Class B Shares                                  Contractual       1.03%            July 1, 2009          April 30, 2011
   Class C Shares                                  Contractual       1.03%            July 1, 2009          April 30, 2011
   Class R Shares                                  Contractual       0.53%            July 1, 2009          April 30, 2011
   Class Y Shares                                  Contractual       0.03%            July 1, 2009          April 30, 2011
   Institutional Class Shares                      Contractual       0.03%            July 1, 2009          April 30, 2011
</TABLE>

See page 21 for footnotes to Exhibit A.


                                       9

<PAGE>

                                                        as of September 15, 2010

<TABLE>
<CAPTION>
                                                   CONTRACTUAL/    EXPENSE     EFFECTIVE DATE OF CURRENT       EXPIRATION
FUND                                                VOLUNTARY     LIMITATION             LIMIT                   DATE
- ----                                               ------------   ----------   -------------------------   -----------------
<S>                                                <C>            <C>          <C>                         <C>
Invesco International Allocation Fund
   Class A Shares                                  Contractual       0.43%            July 1, 2009          April 30, 2011
   Class B Shares                                  Contractual       1.18%            July 1, 2009          April 30, 2011
   Class C Shares                                  Contractual       1.18%            July 1, 2009          April 30, 2011
   Class R Shares                                  Contractual       0.68%            July 1, 2009          April 30, 2011
   Class Y Shares                                  Contractual       0.18%            July 1, 2009          April 30, 2011
   Institutional Class Shares                      Contractual       0.18%            July 1, 2009          April 30, 2011
Invesco Mid Cap Core Equity Fund
   Class A Shares                                  Contractual       2.00%            July 1, 2009          April 30, 2011
   Class B Shares                                  Contractual       2.75%            July 1, 2009          April 30, 2011
   Class C Shares                                  Contractual       2.75%            July 1, 2009          April 30, 2011
   Class R Shares                                  Contractual       2.25%            July 1, 2009          April 30, 2011
   Class Y Shares                                  Contractual       1.75%            July 1, 2009          April 30, 2011
   Institutional Class Shares                      Contractual       1.75%            July 1, 2009          April 30, 2011
Invesco Moderate Allocation Fund
   Class A Shares                                  Contractual       0.37%            July 1, 2009          April 30, 2011
   Class B Shares                                  Contractual       1.12%            July 1, 2009          April 30, 2011
   Class C Shares                                  Contractual       1.12%            July 1, 2009          April 30, 2011
   Class R Shares                                  Contractual       0.62%            July 1, 2009          April 30, 2011
   Class S Shares                                  Contractual       0.27%         September 25, 2009       April 30, 2011
   Class Y Shares                                  Contractual       0.12%            July 1, 2009          April 30, 2011
   Institutional Class Shares                      Contractual       0.12%            July 1, 2009          April 30, 2011
Invesco Moderate Growth Allocation Fund
   Class A Shares                                  Contractual       0.37%            July 1, 2009          April 30, 2011
   Class B Shares                                  Contractual       1.12%            July 1, 2009          April 30, 2011
   Class C Shares                                  Contractual       1.12%            July 1, 2009          April 30, 2011
   Class R Shares                                  Contractual       0.62%            July 1, 2009          April 30, 2011
   Class Y Shares                                  Contractual       0.12%            July 1, 2009          April 30, 2011
   Institutional Class Shares                      Contractual       0.12%            July 1, 2009          April 30, 2011
Invesco Moderately Conservative Allocation Fund
   Class A Shares                                  Contractual       0.39%            July 1, 2009          April 30, 2011
   Class B Shares                                  Contractual       1.14%            July 1, 2009          April 30, 2011
   Class C Shares                                  Contractual       1.14%            July 1, 2009          April 30, 2011
   Class R Shares                                  Contractual       0.64%            July 1, 2009          April 30, 2011
   Class Y Shares                                  Contractual       0.14%            July 1, 2009          April 30, 2011
   Institutional Class Shares                      Contractual       0.14%            July 1, 2009          April 30, 2011
Invesco Small Cap Growth Fund
   Class A Shares                                  Contractual       2.00%            July 1, 2009          April 30, 2011
   Class B Shares                                  Contractual       2.75%            July 1, 2009          April 30, 2011
   Class C Shares                                  Contractual       2.75%            July 1, 2009          April 30, 2011
   Class R Shares                                  Contractual       2.25%            July 1, 2009          April 30, 2011
   Class Y Shares                                  Contractual       1.75%            July 1, 2009          April 30, 2011
   Investor Class Shares                           Contractual       2.00%            July 1, 2009          April 30, 2011
   Institutional Class Shares                      Contractual       1.75%            July 1, 2009          April 30, 2011
Invesco Van Kampen Asset Allocation
   Conservative Fund*
   Class A Shares                                  Contractual       0.40%         February 12, 2010        June 30, 2012
   Class B Shares                                  Contractual       1.15%         February 12, 2010        June 30, 2012
   Class C Shares                                  Contractual       1.15%         February 12, 2010        June 30, 2012
   Class Y Shares                                  Contractual       0.15%         February 12, 2010        June 30, 2012
Invesco Van Kampen Asset Allocation Growth Fund*
   Class A Shares                                  Contractual       0.40%         February 12, 2010        June 30, 2012
   Class B Shares                                  Contractual       1.15%         February 12, 2010        June 30, 2012
   Class C Shares                                  Contractual       1.15%         February 12, 2010        June 30, 2012
   Class Y Shares                                  Contractual       0.15%         February 12, 2010        June 30, 2012
</TABLE>

See page 21 for footnotes to Exhibit A.


                                       10

<PAGE>

                                                        as of September 15, 2010

<TABLE>
<CAPTION>
                                                   CONTRACTUAL/    EXPENSE     EFFECTIVE DATE OF CURRENT       EXPIRATION
FUND                                                VOLUNTARY     LIMITATION             LIMIT                   DATE
- ----                                               ------------   ----------   -------------------------   -----------------
<S>                                                <C>            <C>          <C>                         <C>
Invesco Van Kampen Asset Allocation
   Moderate Fund*
   Class A Shares                                  Contractual       0.40%         February 12, 2010        June 30, 2012
   Class B Shares                                  Contractual       1.15%         February 12, 2010        June 30, 2012
   Class C Shares                                  Contractual       1.15%         February 12, 2010        June 30, 2012
   Class Y Shares                                  Contractual       0.15%         February 12, 2010        June 30, 2012
Invesco Van Kampen Harbor Fund*
   Class A Shares                                  Contractual       1.11%         February 12, 2010        June 30, 2012
   Class B Shares                                  Contractual       1.86%         February 12, 2010        June 30, 2012
   Class C Shares                                  Contractual       1.86%         February 12, 2010        June 30, 2012
   Class Y Shares                                  Contractual       0.86%         February 12, 2010        June 30, 2012
   Institutional Class Shares                      Contractual       0.86%         February 12, 2010        June 30, 2012
Invesco Van Kampen Leaders Fund*
   Class A Shares                                  Contractual       0.50%         February 12, 2010        June 30, 2012
   Class B Shares                                  Contractual       1.25%         February 12, 2010        June 30, 2012
   Class C Shares                                  Contractual       1.25%         February 12, 2010        June 30, 2012
   Class Y Shares                                  Contractual       0.25%         February 12, 2010        June 30, 2012
Invesco Van Kampen Real Estate Securities Fund*
   Class A Shares                                  Contractual       1.55%         February 12, 2010        June 30, 2012
   Class B Shares                                  Contractual       2.30%         February 12, 2010        June 30, 2012
   Class C Shares                                  Contractual       2.30%         February 12, 2010        June 30, 2012
   Class Y Shares                                  Contractual       1.30%         February 12, 2010        June 30, 2012
   Institutional Class Shares                      Contractual       1.30%         February 12, 2010        June 30, 2012
Invesco Van Kampen U.S. Mortgage Fund*
   Class A Shares                                  Contractual       0.96%         February 12, 2010        June 30, 2012
   Class B Shares                                  Contractual       1.71%         February 12, 2010        June 30, 2012
   Class C Shares                                  Contractual       1.71%         February 12, 2010        June 30, 2012
   Class Y Shares                                  Contractual       0.71%         February 12, 2010        June 30, 2012
   Institutional Class Shares                      Contractual       0.71%         February 12, 2010        June 30, 2012
</TABLE>

       AIM INTERNATIONAL MUTUAL FUNDS (INVESCO INTERNATIONAL MUTUAL FUNDS)

<TABLE>
<CAPTION>
                                                   CONTRACTUAL/    EXPENSE     EFFECTIVE DATE OF CURRENT       EXPIRATION
FUND                                                VOLUNTARY     LIMITATION             LIMIT                   DATE
- ----                                               ------------   ----------   -------------------------   -----------------
<S>                                                <C>            <C>          <C>                         <C>
Invesco Asia Pacific Growth Fund
   Class A Shares                                  Contractual       2.25%            July 1, 2009         February 28, 2011
   Class B Shares                                  Contractual       3.00%            July 1, 2009         February 28, 2011
   Class C Shares                                  Contractual       3.00%            July 1, 2009         February 28, 2011
   Class Y Shares                                  Contractual       2.00%            July 1, 2009         February 28, 2011
Invesco European Growth Fund
   Class A Shares                                  Contractual       2.25%            July 1, 2009         February 28, 2011
   Class B Shares                                  Contractual       3.00%            July 1, 2009         February 28, 2011
   Class C Shares                                  Contractual       3.00%            July 1, 2009         February 28, 2011
   Class R Shares                                  Contractual       2.50%            July 1, 2009         February 28, 2011
   Class Y Shares                                  Contractual       2.00%            July 1, 2009         February 28, 2011
   Investor Class Shares                           Contractual       2.25%            July 1, 2009         February 28, 2011
Invesco Global Growth Fund
   Class A Shares                                  Contractual       2.25%            July 1, 2009         February 28, 2011
   Class B Shares                                  Contractual       3.00%            July 1, 2009         February 28, 2011
   Class C Shares                                  Contractual       3.00%            July 1, 2009         February 28, 2011
   Class Y Shares                                  Contractual       2.00%            July 1, 2009         February 28, 2011
   Institutional Class Shares                      Contractual       2.00%            July 1, 2009         February 28, 2011
</TABLE>

See page 21 for footnotes to Exhibit A.


                                       11

<PAGE>

                                                        as of September 15, 2010

<TABLE>
<CAPTION>
                                                   CONTRACTUAL/    EXPENSE     EFFECTIVE DATE OF CURRENT       EXPIRATION
FUND                                                VOLUNTARY     LIMITATION             LIMIT                   DATE
- ----                                               ------------   ----------   -------------------------   -----------------
<S>                                                <C>            <C>          <C>                         <C>
Invesco Global Small & Mid Cap Growth Fund
   Class A Shares                                  Contractual       2.25%            July 1, 2009         February 28, 2011
   Class B Shares                                  Contractual       3.00%            July 1, 2009         February 28, 2011
   Class C Shares                                  Contractual       3.00%            July 1, 2009         February 28, 2011
   Class Y Shares                                  Contractual       2.00%            July 1, 2009         February 28, 2011
   Institutional Class Shares                      Contractual       2.00%            July 1, 2009         February 28, 2011
Invesco International Core Equity Fund
   Class A Shares                                  Contractual       2.25%            July 1, 2009         February 28, 2011
   Class B Shares                                  Contractual       3.00%            July 1, 2009         February 28, 2011
   Class C Shares                                  Contractual       3.00%            July 1, 2009         February 28, 2011
   Class R Shares                                  Contractual       2.50%            July 1, 2009         February 28, 2011
   Class Y Shares                                  Contractual       2.00%            July 1, 2009         February 28, 2011
   Investor Class Shares                           Contractual       2.25%            July 1, 2009         February 28, 2011
   Institutional Class Shares                      Contractual       2.00%            July 1, 2009         February 28, 2011
Invesco International Growth Fund
   Class A Shares                                  Contractual       2.25%            July 1, 2009         February 28, 2011
   Class B Shares                                  Contractual       3.00%            July 1, 2009         February 28, 2011
   Class C Shares                                  Contractual       3.00%            July 1, 2009         February 28, 2011
   Class R Shares                                  Contractual       2.50%            July 1, 2009         February 28, 2011
   Class Y Shares                                  Contractual       2.00%            July 1, 2009         February 28, 2011
   Institutional Class Shares                      Contractual       2.00%            July 1, 2009         February 28, 2011
</TABLE>

                 AIM INVESTMENT FUNDS (INVESCO INVESTMENT FUNDS)

<TABLE>
<CAPTION>
                                                   CONTRACTUAL/    EXPENSE     EFFECTIVE DATE OF CURRENT       EXPIRATION
FUND                                                VOLUNTARY     LIMITATION             LIMIT                   DATE
- ----                                               ------------   ----------   -------------------------   -----------------
<S>                                                <C>            <C>          <C>                         <C>
Invesco Alternative Opportunities Fund*
   Class A Shares                                  Contractual       1.56%         February 12, 2010         June 30, 2012
   Class C Shares                                  Contractual       2.31%         February 12, 2010         June 30, 2012
   Class R Shares                                  Contractual       1.81%         February 12, 2010         June 30, 2012
   Class Y Shares                                  Contractual       1.31%         February 12, 2010         June 30, 2012
   Institutional Class Shares                      Contractual       1.31%         February 12, 2010         June 30, 2012
Invesco Balanced-Risk Allocation Fund(8)
   Class A Shares                                  Contractual       1.04%          November 4, 2009       February 28, 2011
   Class B Shares                                  Contractual       1.79%          November 4, 2009       February 28, 2011
   Class C Shares                                  Contractual       1.79%          November 4, 2009       February 28, 2011
   Class R Shares                                  Contractual       1.29%          November 4, 2009       February 28, 2011
   Class Y Shares                                  Contractual       0.79%          November 4, 2009       February 28, 2011
   Institutional Class Shares                      Contractual       0.79%          November 4, 2009       February 28, 2011
Invesco China Fund
   Class A Shares                                  Contractual       2.25%            July 1, 2009         February 28, 2011
   Class B Shares                                  Contractual       3.00%            July 1, 2009         February 28, 2011
   Class C Shares                                  Contractual       3.00%            July 1, 2009         February 28, 2011
   Class Y Shares                                  Contractual       2.00%            July 1, 2009         February 28, 2011
   Institutional Class Shares                      Contractual       2.00%            July 1, 2009         February 28, 2011
</TABLE>

See page 21 for footnotes to Exhibit A.


                                       12

<PAGE>

                                                        as of September 15, 2010

<TABLE>
<CAPTION>
                                                   CONTRACTUAL/    EXPENSE     EFFECTIVE DATE OF CURRENT       EXPIRATION
FUND                                                VOLUNTARY     LIMITATION             LIMIT                   DATE
- ----                                               ------------   ----------   -------------------------   -----------------
<S>                                                <C>            <C>          <C>                         <C>
Invesco Commodities Strategy Fund*
   Class A Shares                                  Contractual       1.25%         February 12, 2010         June 30, 2012
   Class B Shares                                  Contractual       2.00%         February 12, 2010         June 30, 2012
   Class C Shares                                  Contractual       2.00%         February 12, 2010         June 30, 2012
   Class R Shares                                  Contractual       1.50%         February 12, 2010         June 30, 2012
   Class Y Shares                                  Contractual       1.00%         February 12, 2010         June 30, 2012
   Institutional Class Shares                      Contractual       1.00%         February 12, 2010         June 30, 2012
Invesco Developing Markets Fund
   Class A Shares                                  Contractual       2.25%            July 1, 2009         February 28, 2011
   Class B Shares                                  Contractual       3.00%            July 1, 2009         February 28, 2011
   Class C Shares                                  Contractual       3.00%            July 1, 2009         February 28, 2011
   Class Y Shares                                  Contractual       2.00%            July 1, 2009         February 28, 2011
   Institutional Class Shares                      Contractual       2.00%            July 1, 2009         February 28, 2011
Invesco Emerging Market Local Currency Debt Fund
   Class A Shares                                  Contractual       1.24%           June 14, 2010           June 30, 2011
   Class B Shares                                  Contractual       1.99%           June 14, 2010           June 30, 2011
   Class C Shares                                  Contractual       1.99%           June 14, 2010           June 30, 2011
   Class R Shares                                  Contractual       1.49%           June 14, 2010           June 30, 2011
   Class Y Shares                                  Contractual       0.99%           June 14, 2010           June 30, 2011
   Institutional Class Shares                      Contractual       0.99%           June 14, 2010           June 30, 2011
Invesco Endeavor Fund
   Class A Shares                                  Contractual       2.00%            July 1, 2009         February 28, 2011
   Class B Shares                                  Contractual       2.75%            July 1, 2009         February 28, 2011
   Class C Shares                                  Contractual       2.75%            July 1, 2009         February 28, 2011
   Class R Shares                                  Contractual       2.25%            July 1, 2009         February 28, 2011
   Class Y Shares                                  Contractual       1.75%            July 1, 2009         February 28, 2011
   Institutional Class Shares                      Contractual       1.75%            July 1, 2009         February 28, 2011
Invesco FX Alpha Plus Strategy Fund*
   Class A Shares                                  Contractual       1.84%         February 12, 2010         June 30, 2012
   Class C Shares                                  Contractual       2.59%         February 12, 2010         June 30, 2012
   Class R Shares                                  Contractual       2.09%         February 12, 2010         June 30, 2012
   Class Y Shares                                  Contractual       1.59%         February 12, 2010         June 30, 2012
   Institutional Class Shares                      Contractual       1.59%         February 12, 2010         June 30, 2012
Invesco FX Alpha Strategy Fund*
   Class A Shares                                  Contractual       1.29%         February 12, 2010         June 30, 2012
   Class C Shares                                  Contractual       1.79%         February 12, 2010         June 30, 2012
   Class R Shares                                  Contractual       1.54%         February 12, 2010         June 30, 2012
   Class Y Shares                                  Contractual       1.04%         February 12, 2010         June 30, 2012
   Institutional Class Shares                      Contractual       1.04%         February 12, 2010         June 30, 2012
Invesco Global Advantage Fund*
   Class A Shares                                  Contractual       1.41%         February 12, 2010         June 30, 2012
   Class B Shares                                  Contractual       2.16%         February 12, 2010         June 30, 2012
   Class C Shares                                  Contractual       2.16%         February 12, 2010         June 30, 2012
   Class Y Shares                                  Contractual       1.16%         February 12, 2010         June 30, 2012
Invesco Global Dividend Growth Securities Fund*
   Class A Shares                                  Contractual       1.25%         February 12, 2010         June 30, 2012
   Class B Shares                                  Contractual       2.00%         February 12, 2010         June 30, 2012
   Class C Shares                                  Contractual       2.00%         February 12, 2010         June 30, 2012
   Class Y Shares                                  Contractual       1.00%         February 12, 2010         June 30, 2012
Invesco Global Fund
   Class A Shares                                  Contractual       2.25%            July 1, 2009         February 28, 2011
   Class B Shares                                  Contractual       3.00%            July 1, 2009         February 28, 2011
   Class C Shares                                  Contractual       3.00%            July 1, 2009         February 28, 2011
   Class R Shares                                  Contractual       2.50%            July 1, 2009         February 28, 2011
   Class Y Shares                                  Contractual       2.00%            July 1, 2009         February 28, 2011
   Institutional Class Shares                      Contractual       2.00%            July 1, 2009         February 28, 2011
</TABLE>

See page 21 for footnotes to Exhibit A.


                                       13

<PAGE>

                                                        as of September 15, 2010

<TABLE>
<CAPTION>
                                                   CONTRACTUAL/    EXPENSE     EFFECTIVE DATE OF CURRENT       EXPIRATION
FUND                                                VOLUNTARY     LIMITATION             LIMIT                   DATE
- ----                                               ------------   ----------   -------------------------   -----------------
<S>                                                <C>            <C>          <C>                         <C>
Invesco Global Health Care Fund
   Class A Shares                                  Contractual       2.00%            July 1, 2009         February 28, 2011
   Class B Shares                                  Contractual       2.75%            July 1, 2009         February 28, 2011
   Class C Shares                                  Contractual       2.75%            July 1, 2009         February 28, 2011
   Class Y Shares                                  Contractual       1.75%            July 1, 2009         February 28, 2011
   Investor Class Shares                           Contractual       2.00%            July 1, 2009         February 28, 2011
Invesco Health Sciences Fund*
   Class A Shares                                  Contractual       1.65%         February 12, 2010         June 30, 2012
   Class B Shares                                  Contractual       2.40%         February 12, 2010         June 30, 2012
   Class C Shares                                  Contractual       2.40%         February 12, 2010         June 30, 2012
   Class Y Shares                                  Contractual       1.40%         February 12, 2010         June 30, 2012
Invesco International Growth Equity Fund*
   Class A Shares                                  Contractual       1.25%         February 12, 2010         June 30, 2012
   Class B Shares                                  Contractual       2.00%         February 12, 2010         June 30, 2012
   Class C Shares                                  Contractual       2.00%         February 12, 2010         June 30, 2012
   Class Y Shares                                  Contractual       1.00%         February 12, 2010         June 30, 2012
Invesco International Total Return Fund
   Class A Shares                                  Contractual       1.10%           March 31, 2006        February 28, 2011
   Class B Shares                                  Contractual       1.85%           March 31, 2006        February 28, 2011
   Class C Shares                                  Contractual       1.85%           March 31, 2006        February 28, 2011
   Class Y Shares                                  Contractual       0.85%          October 3, 2008        February 28, 2011
   Institutional Class Shares                      Contractual       0.85%           March 31, 2006        February 28, 2011
Invesco Japan Fund
   Class A Shares                                  Contractual       2.25%           March 31, 2006        February 28, 2011
   Class B Shares                                  Contractual       3.00%           March 31, 2006        February 28, 2011
   Class C Shares                                  Contractual       3.00%           March 31, 2006        February 28, 2011
   Class Y Shares                                  Contractual       2.00%          October 3, 2008        February 28, 2011
   Institutional Class Shares                      Contractual       2.00%           March 31, 2006        February 28, 2011
Invesco LIBOR Alpha Fund
   Class A Shares                                  Contractual       0.85%           March 31, 2006        February 28, 2011
   Class C Shares                                  Contractual       1.10%(3)        March 31, 2006        February 28, 2011
   Class R Shares                                  Contractual       1.10%           March 31, 2006        February 28, 2011
   Class Y Shares                                  Contractual       0.60%          October 3, 2008        February 28, 2011
   Institutional Class Shares                      Contractual       0.60%           March 31, 2006        February 28, 2011
Invesco Pacific Growth Fund*
   Class A Shares                                  Contractual       1.88%                                   June 30, 2012
   Class B Shares                                  Contractual       2.63%         February 12, 2010         June 30, 2012
   Class C Shares                                  Contractual       2.63%         February 12, 2010         June 30, 2012
   Class R Shares                                  Contractual       2.13%         February 12, 2010         June 30, 2012
   Class Y Shares                                  Contractual       1.63%         February 12, 2010         June 30, 2012
Invesco Small Companies Fund
   Class A Shares                                  Contractual       2.00%            July 1, 2009         February 28, 2011
   Class B Shares                                  Contractual       2.75%            July 1, 2009         February 28, 2011
   Class C Shares                                  Contractual       2.75%            July 1, 2009         February 28, 2011
   Class R Shares                                  Contractual       2.25%            July 1, 2009         February 28, 2011
   Class Y Shares                                  Contractual       1.75%            July 1, 2009         February 28, 2011
   Institutional Class Shares                      Contractual       1.75%            July 1, 2009         February 28, 2011
Invesco Van Kampen Emerging Markets Fund*
   Class A Shares                                  Contractual       2.10%         February 12, 2010         June 30, 2012
   Class B Shares                                  Contractual       2.85%         February 12, 2010         June 30, 2012
   Class C Shares                                  Contractual       2.85%         February 12, 2010         June 30, 2012
   Class Y Shares                                  Contractual       1.85%         February 12, 2010         June 30, 2012
   Institutional Class Shares                      Contractual       1.85%         February 12, 2010         June 30, 2012
</TABLE>

See page 21 for footnotes to Exhibit A.


                                       14
<PAGE>

                                                        as of September 15, 2010

<TABLE>
<CAPTION>
                                                   CONTRACTUAL/    EXPENSE     EFFECTIVE DATE OF CURRENT       EXPIRATION
FUND                                                VOLUNTARY     LIMITATION             LIMIT                   DATE
- ----                                               ------------   ----------   -------------------------   -----------------
<S>                                                <C>            <C>          <C>                         <C>
Invesco Van Kampen Global Bond Fund*
   Class A Shares                                  Contractual       1.00%         February 12, 2010         June 30, 2012
   Class B Shares                                  Contractual       1.75%         February 12, 2010         June 30, 2012
   Class C Shares                                  Contractual       1.75%         February 12, 2010         June 30, 2012
   Class R Shares                                  Contractual       1.25%         February 12, 2010         June 30, 2012
   Class Y Shares                                  Contractual       0.75%         February 12, 2010         June 30, 2012
Invesco Van Kampen Global Equity Allocation
   Fund*
   Class A Shares                                  Contractual       1.70%         February 12, 2010         June 30, 2012
   Class B Shares                                  Contractual       2.45%         February 12, 2010         June 30, 2012
   Class C Shares                                  Contractual       2.45%         February 12, 2010         June 30, 2012
   Class Y Shares                                  Contractual       1.45%         February 12, 2010         June 30, 2012
Invesco Van Kampen Global Franchise Fund*
   Class A Shares                                  Contractual       1.28%         February 12, 2010         June 30, 2012
   Class B Shares                                  Contractual       2.03%         February 12, 2010         June 30, 2012
   Class C Shares                                  Contractual       2.03%         February 12, 2010         June 30, 2012
   Class Y Shares                                  Contractual       1.03%         February 12, 2010         June 30, 2012
Invesco Van Kampen Global Tactical Asset
   Allocation Fund*
   Class A Shares                                  Contractual       1.20%         February 12, 2010         June 30, 2012
   Class B Shares                                  Contractual       1.95%         February 12, 2010         June 30, 2012
   Class C Shares                                  Contractual       1.95%         February 12, 2010         June 30, 2012
   Class R Shares                                  Contractual       1.45%         February 12, 2010         June 30, 2012
   Class Y Shares                                  Contractual       0.95%         February 12, 2010         June 30, 2012
   Institutional Class Shares                      Contractual       0.95%         February 12, 2010         June 30, 2012
Invesco Van Kampen International Advantage Fund*
   Class A Shares                                  Contractual       1.65%         February 12, 2010         June 30, 2012
   Class B Shares                                  Contractual       2.40%         February 12, 2010         June 30, 2012
   Class C Shares                                  Contractual       2.40%         February 12, 2010         June 30, 2012
   Class Y Shares                                  Contractual       1.40%         February 12, 2010         June 30, 2012
Invesco Van Kampen International Growth Fund*
   Class A Shares                                  Contractual       1.40%         February 12, 2010         June 30, 2012
   Class B Shares                                  Contractual       2.15%         February 12, 2010         June 30, 2012
   Class C Shares                                  Contractual       2.15%         February 12, 2010         June 30, 2012
   Class R Shares                                  Contractual       1.65%         February 12, 2010         June 30, 2012
   Class Y Shares                                  Contractual       1.15%         February 12, 2010         June 30, 2012
   Institutional Class Shares                      Contractual       1.15%         February 12, 2010         June 30, 2012
</TABLE>

      AIM INVESTMENT SECURITIES FUNDS (INVESCO INVESTMENT SECURITIES FUNDS)

<TABLE>
<CAPTION>
                                                   CONTRACTUAL/    EXPENSE     EFFECTIVE DATE OF CURRENT       EXPIRATION
FUND                                                VOLUNTARY     LIMITATION             LIMIT                   DATE
- ----                                               ------------   ----------   -------------------------   -----------------
<S>                                                <C>            <C>          <C>                         <C>
Invesco Core Bond Fund
   Class A Shares                                  Contractual       0.80%           March 4, 2009           June 30, 2011
   Class B Shares                                  Contractual       1.55%           March 4, 2009           June 30, 2011
   Class C Shares                                  Contractual       1.55%           March 4, 2009           June 30, 2011
   Class R Shares                                  Contractual       1.05%           March 4, 2009           June 30, 2011
   Class Y Shares                                  Contractual       0.55%           March 4, 2009           June 30, 2011
   Institutional Class Shares                      Contractual       0.55%           March 4, 2009           June 30, 2011
</TABLE>

See page 21 for footnotes to Exhibit A.


                                       15

<PAGE>

                                                        as of September 15, 2010

<TABLE>
<CAPTION>
                                                   CONTRACTUAL/    EXPENSE     EFFECTIVE DATE OF CURRENT       EXPIRATION
FUND                                                VOLUNTARY     LIMITATION             LIMIT                   DATE
- ----                                               ------------   ----------   -------------------------   -----------------
<S>                                                <C>            <C>          <C>                         <C>
Invesco Dynamics Fund
   Class A Shares                                  Contractual       2.00%            July 1, 2009           June 30, 2011
   Class B Shares                                  Contractual       2.75%            July 1, 2009           June 30, 2011
   Class C Shares                                  Contractual       2.75%            July 1, 2009           June 30, 2011
   Class R Shares                                  Contractual       2.25%            July 1, 2009           June 30, 2011
   Class Y Shares                                  Contractual       1.75%            July 1, 2009           June 30, 2011
   Investor Class Shares                           Contractual       2.00%            July 1, 2009           June 30, 2011
   Institutional Class Shares                      Contractual       1.75%            July 1, 2009           June 30, 2011
Invesco Global Real Estate Fund
   Class A Shares                                  Contractual       2.00%            July 1, 2009           June 30, 2011
   Class B Shares                                  Contractual       2.75%            July 1, 2009           June 30, 2011
   Class C Shares                                  Contractual       2.75%            July 1, 2009           June 30, 2011
   Class R Shares                                  Contractual       2.25%            July 1, 2009           June 30, 2011
   Class Y Shares                                  Contractual       1.75%            July 1, 2009           June 30, 2011
   Institutional Class Shares                      Contractual       1.75%            July 1, 2009           June 30, 2011
Invesco High Yield Fund
   Class A Shares                                  Contractual       0.99%           March 4, 2009           June 30, 2011
   Class B Shares                                  Contractual       1.74%           March 4, 2009           June 30, 2011
   Class C Shares                                  Contractual       1.74%           March 4, 2009           June 30, 2011
   Class Y Shares                                  Contractual       0.74%           March 4, 2009           June 30, 2011
   Investor Class Shares                           Contractual       0.99%           March 4, 2009           June 30, 2011
   Institutional Class Shares                      Contractual       0.74%           March 4, 2009           June 30, 2011
Invesco High Yield Securities Fund*
   Class A Shares                                  Contractual       2.13%         February 12, 2010         June 30, 2012
   Class B Shares                                  Contractual       2.63%         February 12, 2010         June 30, 2012
   Class C Shares                                  Contractual       2.73%         February 12, 2010         June 30, 2012
   Class Y Shares                                  Contractual       1.88%         February 12, 2010         June 30, 2012
Invesco Municipal Bond Fund
   Class A Shares                                  Contractual       0.57%           March 4, 2009           June 30, 2011
   Class B Shares                                  Contractual       1.32%           March 4, 2009           June 30, 2011
   Class C Shares                                  Contractual       1.32%           March 4, 2009           June 30, 2011
   Class Y Shares                                  Contractual       0.32%           March 4, 2009           June 30, 2011
   Investor Class Shares                           Contractual       0.57%           March 4, 2009           June 30, 2011
Invesco Real Estate Fund
   Class A Shares                                  Contractual       2.00%            July 1, 2009           June 30, 2011
   Class B Shares                                  Contractual       2.75%            July 1, 2009           June 30, 2011
   Class C Shares                                  Contractual       2.75%            July 1, 2009           June 30, 2011
   Class R Shares                                  Contractual       2.25%            July 1, 2009           June 30, 2011
   Class Y Shares                                  Contractual       1.75%            July 1, 2009           June 30, 2011
   Investor Class Shares                           Contractual       2.00%            July 1, 2009           June 30, 2011
   Institutional Class Shares                      Contractual       1.75%            July 1, 2009           June 30, 2011
Invesco Short Term Bond Fund
   Class A Shares                                  Contractual       0.66%           March 4, 2009           June 30, 2011
   Class C Shares                                  Contractual       0.91%(9)        March 4, 2009           June 30, 2011
   Class R Shares                                  Contractual       0.91%           March 4, 2009           June 30, 2011
   Class Y Shares                                  Contractual       0.41%           March 4, 2009           June 30, 2011
   Institutional Class Shares                      Contractual       0.41%           March 4, 2009           June 30, 2011
Invesco Van Kampen Core Plus Fixed Income Fund*
   Class A Shares                                  Contractual       0.75%         February 12, 2010         June 30, 2012
   Class B Shares                                  Contractual       1.50%         February 12, 2010         June 30, 2012
   Class C Shares                                  Contractual       1.50%         February 12, 2010         June 30, 2012
   Class Y Shares                                  Contractual       0.50%         February 12, 2010         June 30, 2012
</TABLE>

See page 21 for footnotes to Exhibit A.


                                       16

<PAGE>

                                                        as of September 15, 2010

<TABLE>
<CAPTION>
                                                   CONTRACTUAL/    EXPENSE     EFFECTIVE DATE OF CURRENT       EXPIRATION
FUND                                                VOLUNTARY     LIMITATION             LIMIT                   DATE
- ----                                               ------------   ----------   -------------------------   -----------------
<S>                                                <C>            <C>          <C>                         <C>
Invesco Van Kampen Corporate Bond Fund*
   Class A Shares                                  Contractual       0.95%         February 12, 2010         June 30, 2012
   Class B Shares                                  Contractual       1.70%         February 12, 2010         June 30, 2012
   Class C Shares                                  Contractual       1.70%         February 12, 2010         June 30, 2012
   Class Y Shares                                  Contractual       0.70%         February 12, 2010         June 30, 2012
   Institutional Class Shares                      Contractual       0.70%         February 12, 2010         June 30, 2012
Invesco Van Kampen Government Securities Fund*
   Class A Shares                                  Contractual       1.03%         February 12, 2010         June 30, 2012
   Class B Shares                                  Contractual       1.78%         February 12, 2010         June 30, 2012
   Class C Shares                                  Contractual       1.78%         February 12, 2010         June 30, 2012
   Class Y Shares                                  Contractual       0.78%         February 12, 2010         June 30, 2012
   Institutional Class Shares                      Contractual       0.78%         February 12, 2010         June 30, 2012
Invesco Van Kampen High Yield Fund*
   Class A Shares                                  Contractual       1.03%         February 12, 2010         June 30, 2012
   Class B Shares                                  Contractual       1.78%         February 12, 2010         June 30, 2012
   Class C Shares                                  Contractual       1.78%         February 12, 2010         June 30, 2012
   Class Y Shares                                  Contractual       0.78%         February 12, 2010         June 30, 2012
   Institutional Class Shares                      Contractual       0.78%         February 12, 2010         June 30, 2012
Invesco Van Kampen Limited Duration Fund*
   Class A Shares                                  Contractual       0.93%         February 12, 2010         June 30, 2012
   Class B Shares                                  Contractual       1.43%         February 12, 2010         June 30, 2012
   Class C Shares                                  Contractual       1.43%         February 12, 2010         June 30, 2012
   Class Y Shares                                  Contractual       0.78%         February 12, 2010         June 30, 2012
   Institutional Class Shares                      Contractual       0.78%         February 12, 2010         June 30, 2012
</TABLE>

                     AIM SECTOR FUNDS (INVESCO SECTOR FUNDS)

<TABLE>
<CAPTION>
                                                   CONTRACTUAL/    EXPENSE     EFFECTIVE DATE OF CURRENT       EXPIRATION
FUND                                                VOLUNTARY     LIMITATION             LIMIT                   DATE
- ----                                               ------------   ----------   -------------------------   -----------------
<S>                                                <C>            <C>          <C>                         <C>
Invesco Energy Fund
   Class A Shares                                  Contractual       2.00%            July 1, 2009          August 31, 2011
   Class B Shares                                  Contractual       2.75%            July 1, 2009          August 31, 2011
   Class C Shares                                  Contractual       2.75%            July 1, 2009          August 31, 2011
   Class Y Shares                                  Contractual       1.75%            July 1, 2009          August 31, 2011
   Investor Class Shares                           Contractual       2.00%            July 1, 2009          August 31, 2011
   Institutional Class Shares                      Contractual       1.75%            July 1, 2009          August 31, 2011
Invesco Financial Services Fund
   Class A Shares                                  Contractual       2.00%            July 1, 2009          August 31, 2011
   Class B Shares                                  Contractual       2.75%            July 1, 2009          August 31, 2011
   Class C Shares                                  Contractual       2.75%            July 1, 2009          August 31, 2011
   Class Y Shares                                  Contractual       1.75%            July 1, 2009          August 31, 2011
   Investor Class Shares                           Contractual       2.00%            July 1, 2009          August 31, 2011
Invesco Gold & Precious Metals Fund
   Class A Shares                                  Contractual       2.00%            July 1, 2009          August 31, 2011
   Class B Shares                                  Contractual       2.75%            July 1, 2009          August 31, 2011
   Class C Shares                                  Contractual       2.75%            July 1, 2009          August 31, 2011
   Class Y Shares                                  Contractual       1.75%            July 1, 2009          August 31, 2011
   Investor Class Shares                           Contractual       2.00%            July 1, 2009          August 31, 2011
Invesco Leisure Fund
   Class A Shares                                  Contractual       2.00%            July 1, 2009          August 31, 2011
   Class B Shares                                  Contractual       2.75%            July 1, 2009          August 31, 2011
   Class C Shares                                  Contractual       2.75%            July 1, 2009          August 31, 2011
   Class R Shares                                  Contractual       2.25%            July 1, 2009          August 31, 2011
   Class Y Shares                                  Contractual       1.75%            July 1, 2009          August 31, 2011
   Investor Class Shares                           Contractual       2.00%            July 1, 2009          August 31, 2011
</TABLE>

See page 21 for footnotes to Exhibit A.


                                       17

<PAGE>

                                                        as of September 15, 2010

<TABLE>
<CAPTION>
                                                   CONTRACTUAL/    EXPENSE     EFFECTIVE DATE OF CURRENT       EXPIRATION
FUND                                                VOLUNTARY     LIMITATION             LIMIT                   DATE
- ----                                               ------------   ----------   -------------------------   -----------------
<S>                                                <C>            <C>          <C>                         <C>
Invesco Mid-Cap Value Fund*
   Class A Shares                                  Contractual       1.64%         February 12, 2010         June 30, 2012
   Class B Shares                                  Contractual       2.39%         February 12, 2010         June 30, 2012
   Class C Shares                                  Contractual       2.39%         February 12, 2010         June 30, 2012
   Class Y Shares                                  Contractual       1.39%         February 12, 2010         June 30, 2012
Invesco Small-Mid Special Value Fund*
   Class A Shares                                  Contractual       1.46%         February 12, 2010         June 30, 2012
   Class B Shares                                  Contractual       2.21%         February 12, 2010         June 30, 2012
   Class C Shares                                  Contractual       2.21%         February 12, 2010         June 30, 2012
   Class Y Shares                                  Contractual       1.21%         February 12, 2010         June 30, 2012
Invesco Special Value Fund*
   Class A Shares                                  Contractual       1.34%         February 12, 2010         June 30, 2012
   Class B Shares                                  Contractual       2.09%         February 12, 2010         June 30, 2012
   Class C Shares                                  Contractual       2.09%         February 12, 2010         June 30, 2012
   Class Y Shares                                  Contractual       1.09%         February 12, 2010         June 30, 2012
Invesco Technology Fund
   Class A Shares                                  Contractual       2.00%            July 1, 2009          August 31, 2011
   Class B Shares                                  Contractual       2.75%            July 1, 2009          August 31, 2011
   Class C Shares                                  Contractual       2.75%            July 1, 2009          August 31, 2011
   Class Y Shares                                  Contractual       1.75%            July 1, 2009          August 31, 2011
   Investor Class Shares                           Contractual       2.00%            July 1, 2009          August 31, 2011
   Institutional Class Shares                      Contractual       1.75%            July 1, 2009          August 31, 2011
Invesco Technology Sector Fund*
   Class A Shares                                  Contractual       2.00%         February 12, 2010         June 30, 2012
   Class B Shares                                  Contractual       2.75%         February 12, 2010         June 30, 2012
   Class C Shares                                  Contractual       2.75%         February 12, 2010         June 30, 2012
   Class Y Shares                                  Contractual       1.75%         February 12, 2010         June 30, 2012
Invesco U.S. Mid Cap Value Fund*
   Class A Shares                                  Contractual       1.27%         February 12, 2010         June 30, 2012
   Class B Shares                                  Contractual       2.02%         February 12, 2010         June 30, 2012
   Class C Shares                                  Contractual       2.02%         February 12, 2010         June 30, 2012
   Class Y Shares                                  Contractual       1.02%         February 12, 2010         June 30, 2012
Invesco U.S. Small Cap Value Fund*
   Class A Shares                                  Contractual       1.12%         February 12, 2010         June 30, 2012
   Class B Shares                                  Contractual       1.87%         February 12, 2010         June 30, 2012
   Class C Shares                                  Contractual       1.87%         February 12, 2010         June 30, 2012
   Class Y Shares                                  Contractual       0.87%         February 12, 2010         June 30, 2012
Invesco U.S. Small/Mid Cap Value Fund*
   Class A Shares                                  Contractual       1.51%         February 12, 2010         June 30, 2012
   Class B Shares                                  Contractual       2.26%         February 12, 2010         June 30, 2012
   Class C Shares                                  Contractual       2.26%         February 12, 2010         June 30, 2012
   Class Y Shares                                  Contractual       1.26%         February 12, 2010         June 30, 2012
Invesco Utilities Fund
   Class A Shares                                  Contractual       2.00%            July 1, 2009          August 31, 2011
   Class B Shares                                  Contractual       2.75%            July 1, 2009          August 31, 2011
   Class C Shares                                  Contractual       2.75%            July 1, 2009          August 31, 2011
   Class Y Shares                                  Contractual       1.75%            July 1, 2009          August 31, 2011
   Investor Class Shares                           Contractual       2.00%            July 1, 2009          August 31, 2011
   Institutional Class Shares                      Contractual       1.75%            July 1, 2009          August 31, 2011
</TABLE>

See page 21 for footnotes to Exhibit A.


                                       18

<PAGE>

                                                        as of September 15, 2010

<TABLE>
<CAPTION>
                                                   CONTRACTUAL/    EXPENSE     EFFECTIVE DATE OF CURRENT       EXPIRATION
FUND                                                VOLUNTARY     LIMITATION             LIMIT                   DATE
- ----                                               ------------   ----------   -------------------------   -----------------
<S>                                                <C>            <C>          <C>                         <C>
Invesco Value Fund*
   Class A Shares                                  Contractual       1.25%         February 12, 2010         June 30, 2012
   Class B Shares                                  Contractual       2.00%         February 12, 2010         June 30, 2012
   Class C Shares                                  Contractual       2.00%         February 12, 2010         June 30, 2012
   Class Y Shares                                  Contractual       1.00%         February 12, 2010         June 30, 2012
Invesco Value II Fund*
   Class A Shares                                  Contractual       1.01%         February 12, 2010         June 30, 2012
   Class B Shares                                  Contractual       1.76%         February 12, 2010         June 30, 2012
   Class C Shares                                  Contractual       1.76%         February 12, 2010         June 30, 2012
   Class Y Shares                                  Contractual       0.76%         February 12, 2010         June 30, 2012
Invesco Van Kampen American Value Fund*
   Class A Shares                                  Contractual       1.41%         February 12, 2010         June 30, 2012
   Class B Shares                                  Contractual       2.16%         February 12, 2010         June 30, 2012
   Class C Shares                                  Contractual       2.16%         February 12, 2010         June 30, 2012
   Class R Shares                                  Contractual       1.66%         February 12, 2010         June 30, 2012
   Class Y Shares                                  Contractual       1.16%         February 12, 2010         June 30, 2012
   Institutional Class Shares                      Contractual       1.16%         February 12, 2010         June 30, 2012
Invesco Van Kampen Capital Growth Fund*
   Class A Shares                                  Contractual       1.28%         February 12, 2010         June 30, 2012
   Class B Shares                                  Contractual       2.03%         February 12, 2010         June 30, 2012
   Class C Shares                                  Contractual       2.03%         February 12, 2010         June 30, 2012
   Class R Shares                                  Contractual       1.53%         February 12, 2010         June 30, 2012
   Class Y Shares                                  Contractual       1.03%         February 12, 2010         June 30, 2012
   Institutional Class Shares                      Contractual       1.03%         February 12, 2010         June 30, 2012
Invesco Van Kampen Comstock Fund*
   Class A Shares                                  Contractual       0.89%         February 12, 2010         June 30, 2012
   Class B Shares                                  Contractual       1.64%         February 12, 2010         June 30, 2012
   Class C Shares                                  Contractual       1.64%         February 12, 2010         June 30, 2012
   Class R Shares                                  Contractual       1.14%         February 12, 2010         June 30, 2012
   Class Y Shares                                  Contractual       0.64%         February 12, 2010         June 30, 2012
   Institutional Class Shares                      Contractual       0.64%         February 12, 2010         June 30, 2012
Invesco Van Kampen Enterprise Fund*
   Class A Shares                                  Contractual       1.17%         February 12, 2010         June 30, 2012
   Class B Shares                                  Contractual       1.92%         February 12, 2010         June 30, 2012
   Class C Shares                                  Contractual       1.92%         February 12, 2010         June 30, 2012
   Class Y Shares                                  Contractual       0.92%         February 12, 2010         June 30, 2012
Invesco Van Kampen Mid Cap Growth Fund*
   Class A Shares                                  Contractual       1.40%         February 12, 2010         June 30, 2012
   Class B Shares                                  Contractual       2.15%         February 12, 2010         June 30, 2012
   Class C Shares                                  Contractual       2.15%         February 12, 2010         June 30, 2012
   Class R Shares                                  Contractual       1.65%         February 12, 2010         June 30, 2012
   Class Y Shares                                  Contractual       1.15%         February 12, 2010         June 30, 2012
   Institutional Class Shares                      Contractual       1.15%         February 12, 2010         June 30, 2012
Invesco Van Kampen Small Cap Value Fund*
   Class A Shares                                  Contractual       1.34%         February 12, 2010         June 30, 2012
   Class B Shares                                  Contractual       2.09%         February 12, 2010         June 30, 2012
   Class C Shares                                  Contractual       2.09%         February 12, 2010         June 30, 2012
   Class Y Shares                                  Contractual       1.09%         February 12, 2010         June 30, 2012
</TABLE>

See page 21 for footnotes to Exhibit A.


                                       19

<PAGE>

                                                        as of September 15, 2010

<TABLE>
<CAPTION>
                                                   CONTRACTUAL/    EXPENSE     EFFECTIVE DATE OF CURRENT       EXPIRATION
FUND                                                VOLUNTARY     LIMITATION             LIMIT                   DATE
- ----                                               ------------   ----------   -------------------------   -----------------
<S>                                                <C>            <C>          <C>                         <C>
Invesco Van Kampen Technology Sector Fund*
   Class A Shares                                  Contractual       1.95%         February 12, 2010         June 30, 2012
   Class B Shares                                  Contractual       2.70%         February 12, 2010         June 30, 2012
   Class C Shares                                  Contractual       2.70%         February 12, 2010         June 30, 2012
   Class Y Shares                                  Contractual       1.70%         February 12, 2010         June 30, 2012
Invesco Van Kampen Utility Fund*
   Class A Shares                                  Contractual       1.32%         February 12, 2010         June 30, 2012
   Class B Shares                                  Contractual       2.07%         February 12, 2010         June 30, 2012
   Class C Shares                                  Contractual       2.07%         February 12, 2010         June 30, 2012
   Class Y Shares                                  Contractual       1.07%         February 12, 2010         June 30, 2012
Van Kampen Value Opportunities Fund*
   Class A Shares                                  Contractual       1.41%         February 12, 2010         June 30, 2012
   Class B Shares                                  Contractual       2.16%         February 12, 2010         June 30, 2012
   Class C Shares                                  Contractual       2.16%         February 12, 2010         June 30, 2012
   Class Y Shares                                  Contractual       1.16%         February 12, 2010         June 30, 2012
</TABLE>

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

<TABLE>
<CAPTION>
                                                   CONTRACTUAL/    EXPENSE     EFFECTIVE DATE OF CURRENT       EXPIRATION
FUND                                                VOLUNTARY     LIMITATION             LIMIT                   DATE
- ----                                               ------------   ----------   -------------------------   -----------------
<S>                                                <C>            <C>          <C>                         <C>
Invesco High Income Municipal Fund
   Class A Shares                                   Voluntary        0.83%           March 4, 2009             N/A(10)
   Class B Shares                                   Voluntary        1.58%           March 4, 2009             N/A(10)
   Class C Shares                                   Voluntary        1.58%           March 4, 2009             N/A(10)
   Class Y Shares                                   Voluntary        0.58%           March 4, 2009             N/A(10)
   Institutional Class Shares                       Voluntary        0.58%           March 4, 2009             N/A(10)
Invesco Municipal Fund*
   Class A Shares                                  Contractual       0.75%         February 12, 2010         June 30, 2012
   Class B Shares                                  Contractual       1.50%         February 12, 2010         June 30, 2012
   Class C Shares                                  Contractual       1.50%         February 12, 2010         June 30, 2012
   Class Y Shares                                  Contractual       0.50%         February 12, 2010         June 30, 2012
Invesco Tax-Exempt Securities Fund*
   Class A Shares                                  Contractual       0.83%         February 12, 2010         June 30, 2012
   Class B Shares                                  Contractual       1.18%         February 12, 2010         June 30, 2012
   Class C Shares                                  Contractual       1.28%         February 12, 2010         June 30, 2012
   Class Y Shares                                  Contractual       0.58%         February 12, 2010         June 30, 2012
Invesco Van Kampen California Insured Tax
   Free Fund*
   Class A Shares                                  Contractual       0.95%         February 12, 2010         June 30, 2012
   Class B Shares                                  Contractual       1.70%         February 12, 2010         June 30, 2012
   Class C Shares                                  Contractual       1.70%         February 12, 2010         June 30, 2012
   Class Y Shares                                  Contractual       0.70%         February 12, 2010         June 30, 2012
Invesco Van Kampen High Yield Municipal Fund*
   Class A Shares                                  Contractual       0.87%         February 12, 2010         June 30, 2012
   Class B Shares                                  Contractual       1.62%         February 12, 2010         June 30, 2012
   Class C Shares                                  Contractual       1.62%         February 12, 2010         June 30, 2012
   Class Y Shares                                  Contractual       0.62%         February 12, 2010         June 30, 2012
</TABLE>

See page 21 for footnotes to Exhibit A.


                                       20

<PAGE>

                                                        as of September 15, 2010

<TABLE>
<CAPTION>
                                                   CONTRACTUAL/    EXPENSE     EFFECTIVE DATE OF CURRENT       EXPIRATION
FUND                                                VOLUNTARY     LIMITATION             LIMIT                   DATE
- ----                                               ------------   ----------   -------------------------   -----------------
<S>                                                <C>            <C>          <C>                         <C>
Invesco Van Kampen Insured Tax Free Income
   Fund*
   Class A Shares                                  Contractual       0.90%         February 12, 2010         June 30, 2012
   Class B Shares                                  Contractual       1.65%         February 12, 2010         June 30, 2012
   Class C Shares                                  Contractual       1.65%         February 12, 2010         June 30, 2012
   Class Y Shares                                  Contractual       0.65%         February 12, 2010         June 30, 2012
Invesco Van Kampen Intermediate Term
   Municipal Income Fund*
   Class A Shares                                  Contractual       0.90%         February 12, 2010         June 30, 2012
   Class B Shares                                  Contractual       1.65%         February 12, 2010         June 30, 2012
   Class C Shares                                  Contractual       1.65%         February 12, 2010         June 30, 2012
   Class Y Shares                                  Contractual       0.65%         February 12, 2010         June 30, 2012
Invesco Van Kampen Municipal Income Fund*
   Class A Shares                                  Contractual       0.90%         February 12, 2010         June 30, 2012
   Class B Shares                                  Contractual       1.65%         February 12, 2010         June 30, 2012
   Class C Shares                                  Contractual       1.65%         February 12, 2010         June 30, 2012
   Class Y Shares                                  Contractual       0.65%         February 12, 2010         June 30, 2012
Invesco Van Kampen New York Tax Free
   Income Fund*
   Class A Shares                                  Contractual       0.78%         February 12, 2010         June 30, 2012
   Class B Shares                                  Contractual       1.53%         February 12, 2010         June 30, 2012
   Class C Shares                                  Contractual       1.53%         February 12, 2010         June 30, 2012
   Class Y Shares                                  Contractual       0.53%         February 12, 2010         June 30, 2012
</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)  In addition upon closing of a reorganization with Van Kampen In Retirement,
     the Fund's contractual limit through at least June 30, 2012 (excluding only
     items included in "notwithstanding" sentence discussed above) will be
     0.47%, 1.22%, 0.72% and 0.22% for Class A5, C5, R5 and Y, respectively.

(3)  In addition upon closing of a reorganization with Van Kampen 2010
     Retirement Strategy and Van Kampen 2015 Retirement Strategy, the Fund's
     contractual limit through at least June 30, 2012 (excluding only items
     included in "notwithstanding" sentence discussed above) will be 0.38%,
     1.13%, 0.63% and 0.13% for Class A5, C5, R5 and Y, respectively.

(4)  In addition upon closing of a reorganization with Van Kampen 2020
     Retirement Strategy and Van Kampen 2025 Retirement Strategy, the Fund's
     contractual limit through at least June 30, 2012 (excluding only items
     included in "notwithstanding" sentence discussed above) will be 0.41%,
     1.16%, 0.66% and 0.16% for Class A5, C5, R5 and Y, respectively.

(5)  In addition upon closing of a reorganization with Van Kampen 30 Retirement
     Strategy and Van Kampen 2035 Retirement Strategy, the Fund's contractual
     limit through at least June 30, 2012 (excluding only items included in
     "notwithstanding" sentence discussed above) will be 0.29%, 1.04%, 0.54% and
     0.04% for Class A5, C5, R5 and Y, respectively.

(6)  In addition upon closing of a reorganization with Van Kampen 2040
     Retirement Strategy and Van Kampen 2045 Retirement Strategy, the Fund's
     contractual limit through at least June 30, 2012 (excluding only items
     included in "notwithstanding" sentence discussed above) will be 0.28%,
     1.03%, 0.53% and 0.03% for Class A5, C5, R5 and Y, respectively.

(7)  In addition upon closing of a reorganization with Van Kampen 50 Retirement
     Strategy, the Fund's contractual limit through at least June 30, 2012
     (excluding only items included in "notwithstanding" sentence discussed
     above) will be 0.26%, 1.01%, 0.51% and 0.01% for Class A5, C5, R5 and Y,
     respectively.

(8)  Includes waived fees or reimbursed expenses that Invesco receives from
     Invesco Aim Cayman Commodity Fund I, Ltd.

(9)  The expense limit shown is the expense limit after Rule 12b-1 fee waivers
     by Invesco Distributors, Inc.

(10) Invesco may establish, amend or terminate voluntary waivers at any time in
     its sole discretion after consultation with the Trust.


                                       21

<PAGE>

                                                        as of September 15, 2010

              EXHIBIT "B" - INSTITUTIONAL MONEY MARKET FUNDS(1, 2)

                          SHORT-TERM INVESTMENTS TRUST

<TABLE>
<CAPTION>
                                                   CONTRACTUAL/    EXPENSE     EFFECTIVE DATE OF CURRENT       EXPIRATION
FUND                                                VOLUNTARY     LIMITATION             LIMIT                   DATE
- ----                                               ------------   ----------   -------------------------   -----------------
<S>                                                <C>            <C>          <C>                         <C>
Government & Agency Portfolio
   Cash Management Class                           Contractual       0.22%(2)          July 1, 2009        December 31, 2011
   Corporate Class                                 Contractual       0.17%             July 1, 2009        December 31, 2011
   Institutional Class                             Contractual       0.14%             July 1, 2009        December 31, 2011
   Personal Investment Class                       Contractual       0.69%(2)          July 1, 2009        December 31, 2011
   Private Investment Class                        Contractual       0.44%(2)          July 1, 2009        December 31, 2011
   Reserve Class                                   Contractual       1.01%(2)          July 1, 2009        December 31, 2011
   Resource Class                                  Contractual       0.30%(2)          July 1, 2009        December 31, 2011
Government TaxAdvantage Portfolio
   Cash Management Class                           Contractual       0.22%(2)          July 1, 2009        December 31, 2011
   Corporate Class                                 Contractual       0.17%             July 1, 2009        December 31, 2011
   Institutional Class                             Contractual       0.14%             July 1, 2009        December 31, 2011
   Personal Investment Class                       Contractual       0.69%(2)          July 1, 2009        December 31, 2011
   Private Investment Class                        Contractual       0.39%(2)          July 1, 2009        December 31, 2011
   Reserve Class                                   Contractual       1.01%(2)          July 1, 2009        December 31, 2011
   Resource Class                                  Contractual       0.30%(2)          July 1, 2009        December 31, 2011
Liquid Assets Portfolio
   Cash Management Class                           Contractual       0.22%(2)          July 1, 2009        December 31, 2011
   Corporate Class                                 Contractual       0.17%             July 1, 2009        December 31, 2011
   Institutional Class                             Contractual       0.14%             July 1, 2009        December 31, 2011
   Personal Investment Class                       Contractual       0.69%(2)          July 1, 2009        December 31, 2011
   Private Investment Class                        Contractual       0.44%(2)          July 1, 2009        December 31, 2011
   Reserve Class                                   Contractual       1.01%(2)          July 1, 2009        December 31, 2011
   Resource Class                                  Contractual       0.34%             July 1, 2009        December 31, 2011
STIC Prime Portfolio
   Cash Management Class                           Contractual       0.22%(2)          July 1, 2009        December 31, 2011
   Corporate Class                                 Contractual       0.17%             July 1, 2009        December 31, 2011
   Institutional Class                             Contractual       0.14%             July 1, 2009        December 31, 2011
   Personal Investment Class                       Contractual       0.69%(2)          July 1, 2009        December 31, 2011
   Private Investment Class                        Contractual       0.44%(2)          July 1, 2009        December 31, 2011
   Reserve Class                                   Contractual       1.01%(2)          July 1, 2009        December 31, 2011
   Resource Class                                  Contractual       0.30%(2)          July 1, 2009        December 31, 2011
Tax-Free Cash Reserve Portfolio(3)
   Cash Management Class                           Contractual       0.33%(2)          July 1, 2009        December 31, 2011
   Corporate Class                                 Contractual       0.28%             July 1, 2009        December 31, 2011
   Institutional Class                             Contractual       0.25%             July 1, 2009        December 31, 2011
   Personal Investment Class                       Contractual       0.80%(2)          July 1, 2009        December 31, 2011
   Private Investment Class                        Contractual       0.50%(2)          July 1, 2009        December 31, 2011
   Reserve Class                                   Contractual       1.12%(2)          July 1, 2009        December 31, 2011
   Resource Class                                  Contractual       0.41%(2)          July 1, 2009        December 31, 2011
</TABLE>

See page 23 for footnotes to Exhibit B.


                                       22

<PAGE>

                                                        as of September 15, 2010

<TABLE>
<CAPTION>
                                                   CONTRACTUAL/    EXPENSE     EFFECTIVE DATE OF CURRENT       EXPIRATION
FUND                                                VOLUNTARY     LIMITATION             LIMIT                   DATE
- ----                                               ------------   ----------   -------------------------   -----------------
<S>                                                <C>            <C>          <C>                         <C>
Treasury Portfolio(3)
   Cash Management Class                           Contractual       0.22%(2)           July 1, 2009       December 31, 2011
   Corporate Class                                 Contractual       0.17%              July 1, 2009       December 31, 2011
   Institutional Class                             Contractual       0.14%              July 1, 2009       December 31, 2011
   Personal Investment Class                       Contractual       0.69%(2)           July 1, 2009       December 31, 2011
   Private Investment Class                        Contractual       0.44%(2)           July 1, 2009       December 31, 2011
   Reserve Class                                   Contractual       1.01%(2)           July 1, 2009       December 31, 2011
   Resource Class                                  Contractual       0.30%(2)           July 1, 2009       December 31, 2011
</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.


                                       23

<PAGE>

                                                        as of September 15, 2010

                     EXHIBIT "C" - VARIABLE INSURANCE FUNDS

         AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)

<TABLE>
<CAPTION>
                                                   CONTRACTUAL/    EXPENSE     EFFECTIVE DATE OF CURRENT       EXPIRATION
FUND                                                VOLUNTARY     LIMITATION             LIMIT                   DATE
- ----                                               ------------   ----------   -------------------------   -----------------
<S>                                                <C>            <C>          <C>                         <C>
Invesco V.I. Basic Balanced Fund
   Series I Shares                                 Contractual       0.91%            July 1, 2005          April 30, 2011
   Series II Shares                                Contractual       1.16%            July 1, 2005          April 30, 2011
Invesco V.I. Basic Value Fund
   Series I Shares                                 Contractual       1.30%           January 1, 2005        April 30, 2011
   Series II Shares                                Contractual       1.45%           January 1, 2005        April 30, 2011
Invesco V.I. Capital Appreciation Fund
   Series I Shares                                 Contractual       1.30%           January 1, 2005        April 30, 2011
   Series II Shares                                Contractual       1.45%           January 1, 2005        April 30, 2011
Invesco V.I. Capital Development Fund
   Series I Shares                                 Contractual       1.30%           January 1, 2005        April 30, 2011
   Series II Shares                                Contractual       1.45%           January 1, 2005        April 30, 2011
Invesco V.I. Core Equity Fund
   Series I Shares                                 Contractual       1.30%           January 1, 2005        April 30, 2011
   Series II Shares                                Contractual       1.45%           January 1, 2005        April 30, 2011
Invesco V.I. Diversified Income Fund
   Series I Shares                                 Contractual       0.75%            July 1, 2005          April 30, 2011
   Series II Shares                                Contractual       1.00%            July 1, 2005          April 30, 2011
Invesco V.I. Dividend Growth Fund*
   Series I Shares                                 Contractual       0.67%          February 12, 2010        June 30, 2012
   Series II Shares                                Contractual       0.92%          February 12, 2010        June 30, 2012
Invesco V.I. Dynamics Fund
   Series I Shares                                 Contractual       1.30%           April 30, 2004         April 30, 2011
   Series II Shares                                Contractual       1.45%           April 30, 2004         April 30, 2011
Invesco V.I. Financial Services Fund
   Series I Shares                                 Contractual       1.30%           April 30, 2004         April 30, 2011
   Series II Shares                                Contractual       1.45%           April 30, 2004         April 30, 2011
Invesco V.I. Global Dividend Growth Fund*
   Series I Shares                                 Contractual       0.94%          February 12, 2010        June 30, 2012
   Series II Shares                                Contractual       1.19%          February 12, 2010        June 30, 2012
Invesco V.I. Global Health Care Fund
   Series I Shares                                 Contractual       1.30%           April 30, 2004         April 30, 2011
   Series II Shares                                Contractual       1.45%           April 30, 2004         April 30, 2011
</TABLE>


                                       24

<PAGE>

                                                        as of September 15, 2010

<TABLE>
<CAPTION>
                                                   CONTRACTUAL/    EXPENSE     EFFECTIVE DATE OF CURRENT       EXPIRATION
FUND                                                VOLUNTARY     LIMITATION             LIMIT                   DATE
- ----                                               ------------   ----------   -------------------------   -----------------
<S>                                                <C>            <C>          <C>                         <C>
Invesco V.I. Global Multi-Asset Fund
   Series I Shares                                 Contractual       0.10%           April 30, 2010         April 30, 2011
   Series II Shares                                Contractual       0.35%           April 30, 2010         April 30, 2011
Invesco V.I. Global Real Estate Fund
   Series I Shares                                 Contractual       1.30%           April 30, 2004         April 30, 2011
   Series II Shares                                Contractual       1.45%           April 30, 2004         April 30, 2011
Invesco V.I. Government Securities Fund
   Series I Shares                                 Contractual       0.73%            July 1, 2005          April 30, 2011
   Series II Shares                                Contractual       0.98%            July 1, 2005          April 30, 2011
Invesco V.I. High Yield Fund
   Series II Shares                                Contractual       0.95%            July 1, 2005          April 30, 2011
   Series II Shares                                Contractual       1.20%           April 30, 2004         April 30, 2011
Invesco V.I. High Yield Securities Fund*
   Series I Shares                                 Contractual       1.75%          February 12, 2010        June 30, 2012
   Series II Shares                                Contractual       2.00%          February 12, 2010        June 30, 2012
Invesco V.I. Income Builder Fund*
   Series I Shares                                 Contractual       1.02%          February 12, 2010        June 30, 2012
   Series II Shares                                Contractual       1.27%          February 12, 2010        June 30, 2012
Invesco V.I. International Growth Fund
   Series I Shares                                 Contractual       1.30%           January 1, 2005        April 30, 2011
   Series II Shares                                Contractual       1.45%           January 1, 2005        April 30, 2011
Invesco V.I. Large Cap Growth Fund
   Series I Shares                                 Contractual       1.01%            July 1, 2005          April 30, 2011
   Series II Shares                                Contractual       1.26%            July 1, 2005          April 30, 2011
Invesco V.I. Leisure Fund
   Series I Shares                                 Contractual       1.01%           April 30, 2004         April 30, 2011
   Series II Shares                                Contractual       1.26%           April 30, 2004         April 30, 2011
Invesco V.I. Mid Cap Core Equity Fund
   Series I Shares                                 Contractual       1.30%         September 10, 2001       April 30, 2011
   Series II Shares                                Contractual       1.45%         September 10, 2001       April 30, 2011
Invesco V.I. Money Market Fund
   Series I Shares                                 Contractual       1.30%           January 1, 2005        April 30, 2011
   Series II Shares                                Contractual       1.45%           January 1, 2005        April 30, 2011
</TABLE>


                                       25

<PAGE>

                                                        as of September 15, 2010

<TABLE>
<CAPTION>
                                                   CONTRACTUAL/    EXPENSE     EFFECTIVE DATE OF CURRENT       EXPIRATION
FUND                                                VOLUNTARY     LIMITATION             LIMIT                   DATE
- ----                                               ------------   ----------   -------------------------   -----------------
<S>                                                <C>            <C>          <C>                         <C>
Invesco V.I. S&P 500 Index Fund*
   Series I Shares                                 Contractual       0.28%          February 12, 2010        June 30, 2012
   Series II Shares                                Contractual       0.53%          February 12, 2010        June 30, 2012
Invesco V.I. Select Dimensions Balanced Fund*
   Series I Shares                                 Contractual       0.82%          February 12, 2010        June 30, 2012
   Series II Shares                                Contractual       1.07%          February 12, 2010        June 30, 2012
Invesco V.I. Select Dimensions Dividend
   Growth Fund*
   Series I Shares                                 Contractual       0.72%          February 12, 2010        June 30, 2012
   Series II Shares                                Contractual       0.97%          February 12, 2010        June 30, 2012
Invesco V.I. Select Dimensions
   Equally-Weighted S&P 500 Fund*
   Series I Shares                                 Contractual       0.37%          February 12, 2010        June 30, 2012
   Series II Shares                                Contractual       0.62%          February 12, 2010        June 30, 2012
Invesco V.I. Small Cap Equity Fund
   Series I Shares                                 Contractual       1.15%            July 1, 2005          April 30, 2011
   Series II Shares                                Contractual       1.40%            July 1, 2005          April 30, 2011
Invesco V.I. Technology Fund
   Series I Shares                                 Contractual       1.30%           April 30, 2004         April 30, 2011
   Series II Shares                                Contractual       1.45%           April 30, 2004         April 30, 2011
Invesco V.I. Utilities Fund
   Series I Shares                                 Contractual       0.93%         September 23, 2005       April 30, 2011
   Series II Shares                                Contractual       1.18%         September 23, 2005       April 30, 2011
Invesco Van Kampen V.I. Capital Growth Fund*
   Series I Shares                                 Contractual       0.84%          February 12, 2010        June 30, 2012
   Series II Shares                                Contractual       1.09%          February 12, 2010        June 30, 2012
Invesco Van Kampen V.I. Comstock Fund*
   Series I Shares                                 Contractual       0.62%          February 12, 2010        June 30, 2012
   Series II Shares                                Contractual       0.87%          February 12, 2010        June 30, 2012
Invesco Van Kampen V.I. Equity and Income
   Fund*
   Series I Shares                                 Contractual       0.70%(1)       February 12, 2010        June 30, 2012
   Series II Shares                                Contractual       0.75%          February 12, 2010        June 30, 2012
Invesco Van Kampen V.I. Global Tactical
   Asset Allocation Fund*
   Series I Shares                                 Contractual       0.90%          February 12, 2010        June 30, 2012
   Series II Shares                                Contractual       1.15%          February 12, 2010        June 30, 2012
</TABLE>

See page 27 for footnotes to Exhibit C.


                                       26

<PAGE>

                                                        as of September 15, 2010

<TABLE>
<CAPTION>
                                                   CONTRACTUAL/    EXPENSE     EFFECTIVE DATE OF CURRENT       EXPIRATION
FUND                                                VOLUNTARY     LIMITATION             LIMIT                   DATE
- ----                                               ------------   ----------   -------------------------   -----------------
<S>                                                <C>            <C>          <C>                         <C>
Invesco Van Kampen V.I. Global Value Equity
   Fund*
   Series I Shares                                 Contractual       1.15%          February 12, 2010        June 30, 2012
   Series II Shares                                Contractual       1.40%          February 12, 2010        June 30, 2012
Invesco Van Kampen V.I. Government Fund*
   Series I Shares                                 Contractual       0.60%          February 12, 2010        June 30, 2012
   Series II Shares                                Contractual       0.85%          February 12, 2010        June 30, 2012
Invesco Van Kampen V.I. Growth and Income Fund*
   Series I Shares                                 Contractual       0.62%          February 12, 2010        June 30, 2012
   Series II Shares                                Contractual       0.87%          February 12, 2010        June 30, 2012
Invesco Van Kampen V.I. High Yield Fund*
   Series I Shares                                 Contractual       0.80%          February 12, 2010        June 30, 2012
   Series II Shares                                Contractual       1.05%          February 12, 2010        June 30, 2012
Invesco Van Kampen V.I. International
   Growth Equity Fund*
   Series I Shares                                 Contractual       1.11%          February 12, 2010        June 30, 2012
   Series II Shares                                Contractual       1.36%          February 12, 2010        June 30, 2012
Invesco Van Kampen V.I. Mid Cap Growth Fund*
   Series I Shares                                 Contractual       1.01%          February 12, 2010        June 30, 2012
   Series II Shares                                Contractual       1.26%          February 12, 2010        June 30, 2012
Invesco Van Kampen V.I. Mid Cap Value Fund*
   Series I Shares                                 Contractual       1.18%(1)       February 12, 2010        June 30, 2012
   Series II Shares                                Contractual       1.28%          February 12, 2010        June 30, 2012
Invesco Van Kampen V.I. Value Fund*
   Series I Shares                                 Contractual       0.86%          February 12, 2010        June 30, 2012
   Series II Shares                                Contractual       1.11%          February 12, 2010        June 30, 2012
</TABLE>

(1)  The expense limit shown is the expense limit after Rule 12b-1 fee waivers
     by Invesco Distributors, Inc.


                                       27

<PAGE>

                                                        as of September 15, 2010

                        EXHIBIT "D" - CLOSED-END FUNDS(1)

                INVESCO CALIFORNIA INSURED MUNICIPAL INCOME TRUST

<TABLE>
<CAPTION>
                                            CONTRACTUAL/    EXPENSE     EFFECTIVE DATE OF CURRENT     EXPIRATION
FUND                                         VOLUNTARY     LIMITATION             LIMIT                  DATE
- ----                                        ------------   ----------   -------------------------   --------------
<S>                                         <C>            <C>          <C>                         <C>
Invesco California Insured Municipal
   Income Trust                             Contractual      0.67%             June 1, 2010         June 30, 2012
</TABLE>

                 INVESCO CALIFORNIA QUALITY MUNICIPAL SECURITIES

<TABLE>
<CAPTION>
                                            CONTRACTUAL/    EXPENSE     EFFECTIVE DATE OF CURRENT     EXPIRATION
FUND                                         VOLUNTARY     LIMITATION             LIMIT                  DATE
- ----                                        ------------   ----------   -------------------------   --------------
<S>                                         <C>            <C>          <C>                         <C>
Invesco California Quality Municipal
   Securities                               Contractual      0.70%             June 1, 2010         June 30, 2012
</TABLE>

                          INVESCO HIGH YIELD FUND, INC.

<TABLE>
<CAPTION>
                                            CONTRACTUAL/    EXPENSE     EFFECTIVE DATE OF CURRENT     EXPIRATION
FUND                                         VOLUNTARY     LIMITATION             LIMIT                  DATE
- ----                                        ------------   ----------   -------------------------   --------------
<S>                                         <C>            <C>          <C>                         <C>
Invesco High Yield Investment Funds, Inc.   Contractual      0.98%             June 1, 2010         June 30, 2012
</TABLE>

                 INVESCO INSURED CALIFORNIA MUNICIPAL SECURITIES

<TABLE>
<CAPTION>
                                            CONTRACTUAL/    EXPENSE     EFFECTIVE DATE OF CURRENT     EXPIRATION
FUND                                         VOLUNTARY     LIMITATION             LIMIT                  DATE
- ----                                        ------------   ----------   -------------------------   --------------
<S>                                         <C>            <C>          <C>                         <C>
Invesco Insured California Municipal
   Securities                               Contractual      0.70%             June 1, 2010         June 30, 2012
</TABLE>

                      INVESCO INSURED MUNICIPAL BOND TRUST

<TABLE>
<CAPTION>
                                            CONTRACTUAL/    EXPENSE     EFFECTIVE DATE OF CURRENT     EXPIRATION
FUND                                         VOLUNTARY     LIMITATION             LIMIT                  DATE
- ----                                        ------------   ----------   -------------------------   --------------
<S>                                         <C>            <C>          <C>                         <C>
Invesco Insured Municipal Bond Trust        Contractual      1.00%             June 1, 2010         June 30, 2012
</TABLE>

                     INVESCO INSURED MUNICIPAL INCOME TRUST

<TABLE>
<CAPTION>
                                            CONTRACTUAL/    EXPENSE     EFFECTIVE DATE OF CURRENT     EXPIRATION
FUND                                         VOLUNTARY     LIMITATION             LIMIT                  DATE
- ----                                        ------------   ----------   -------------------------   --------------
<S>                                         <C>            <C>          <C>                         <C>
Invesco Insured Municipal Income Trust      Contractual      0.64%             June 1, 2010         June 30, 2012
</TABLE>

                      INVESCO INSURED MUNICIPAL SECURITIES

<TABLE>
<CAPTION>
                                            CONTRACTUAL/    EXPENSE     EFFECTIVE DATE OF CURRENT     EXPIRATION
FUND                                         VOLUNTARY     LIMITATION             LIMIT                  DATE
- ----                                        ------------   ----------   -------------------------   --------------
<S>                                         <C>            <C>          <C>                         <C>
Invesco Insured Municipal Securities        Contractual      0.54%             June 1, 2010         June 30, 2012
</TABLE>


                                       28

<PAGE>

                                                        as of September 15, 2010

                        INVESCO INSURED MUNICIPAL TRUST

<TABLE>
<CAPTION>
                                            CONTRACTUAL/    EXPENSE     EFFECTIVE DATE OF CURRENT     EXPIRATION
FUND                                         VOLUNTARY     LIMITATION             LIMIT                  DATE
- ----                                        ------------   ----------   -------------------------   --------------
<S>                                         <C>            <C>          <C>                         <C>
Invesco Insured Municipal Trust             Contractual      0.66%             June 1, 2010         June 30, 2012
</TABLE>

                  INVESCO MUNICIPAL INCOME OPPORTUNITIES TRUST

<TABLE>
<CAPTION>
                                            CONTRACTUAL/    EXPENSE     EFFECTIVE DATE OF CURRENT     EXPIRATION
FUND                                         VOLUNTARY     LIMITATION             LIMIT                  DATE
- ----                                        ------------   ----------   -------------------------   --------------
<S>                                         <C>            <C>          <C>                         <C>
Invesco Municipal Income Opportunities
   Trust                                    Contractual      0.73%             June 1, 2010         June 30, 2012
</TABLE>

                INVESCO MUNICIPAL INCOME OPPORTUNITIES TRUST II

<TABLE>
<CAPTION>
                                            CONTRACTUAL/    EXPENSE     EFFECTIVE DATE OF CURRENT     EXPIRATION
FUND                                         VOLUNTARY     LIMITATION             LIMIT                  DATE
- ----                                        ------------   ----------   -------------------------   --------------
<S>                                         <C>            <C>          <C>                         <C>
Invesco Municipal Income Opportunities
   Trust II                                 Contractual      0.73%             June 1, 2010         June 30, 2012
</TABLE>

                INVESCO MUNICIPAL INCOME OPPORTUNITIES TRUST III

<TABLE>
<CAPTION>
                                            CONTRACTUAL/    EXPENSE     EFFECTIVE DATE OF CURRENT     EXPIRATION
FUND                                         VOLUNTARY     LIMITATION             LIMIT                  DATE
- ----                                        ------------   ----------   -------------------------   --------------
<S>                                         <C>            <C>          <C>                         <C>
Invesco Municipal Income Opportunities
   Trust III                                Contractual      0.84%             June 1, 2010         June 30, 2012
</TABLE>

                     INVESCO MUNICIPAL PREMIUM INCOME TRUST

<TABLE>
<CAPTION>
                                            CONTRACTUAL/    EXPENSE     EFFECTIVE DATE OF CURRENT     EXPIRATION
FUND                                         VOLUNTARY     LIMITATION             LIMIT                  DATE
- ----                                        ------------   ----------   -------------------------   --------------
<S>                                         <C>            <C>          <C>                         <C>
Invesco Municipal Premium Income Trust      Contractual      1.03%             June 1, 2010         June 30, 2012
</TABLE>

                 INVESCO NEW YORK QUALITY MUNICIPAL SECURITIES

<TABLE>
<CAPTION>
                                            CONTRACTUAL/    EXPENSE     EFFECTIVE DATE OF CURRENT     EXPIRATION
FUND                                         VOLUNTARY     LIMITATION             LIMIT                  DATE
- ----                                        ------------   ----------   -------------------------   --------------
<S>                                         <C>            <C>          <C>                         <C>
Invesco New York Quality Municipal
   Securities                               Contractual      0.80%             June 1, 2010         June 30, 2012
</TABLE>

                           INVESCO PRIME INCOME TRUST

<TABLE>
<CAPTION>
                                            CONTRACTUAL/    EXPENSE     EFFECTIVE DATE OF CURRENT     EXPIRATION
FUND                                         VOLUNTARY     LIMITATION             LIMIT                  DATE
- ----                                        ------------   ----------   -------------------------   --------------
<S>                                         <C>            <C>          <C>                         <C>
Invesco Prime Income Trust                  Contractual      1.32%             June 1, 2010         June 30, 2012
</TABLE>


                                       29

<PAGE>

                                                        as of September 15, 2010

                     INVESCO QUALITY MUNICIPAL INCOME TRUST

<TABLE>
<CAPTION>
                                            CONTRACTUAL/    EXPENSE     EFFECTIVE DATE OF CURRENT     EXPIRATION
FUND                                         VOLUNTARY     LIMITATION             LIMIT                  DATE
- ----                                        ------------   ----------   -------------------------   --------------
<S>                                         <C>            <C>          <C>                         <C>
Invesco Quality Municipal Income Trust      Contractual      0.70%             June 1, 2010         June 30, 2012
</TABLE>

                   INVESCO QUALITY MUNICIPAL INVESTMENT TRUST

<TABLE>
<CAPTION>
                                            CONTRACTUAL/    EXPENSE     EFFECTIVE DATE OF CURRENT     EXPIRATION
FUND                                         VOLUNTARY     LIMITATION             LIMIT                  DATE
- ----                                        ------------   ----------   -------------------------   --------------
<S>                                         <C>            <C>          <C>                         <C>
Invesco Quality Municipal Investment
   Trust                                    Contractual      0.70%             June 1, 2010         June 30, 2012
</TABLE>

                      INVESCO QUALITY MUNICIPAL SECURITIES

<TABLE>
<CAPTION>
                                            CONTRACTUAL/    EXPENSE     EFFECTIVE DATE OF CURRENT     EXPIRATION
FUND                                         VOLUNTARY     LIMITATION             LIMIT                  DATE
- ----                                        ------------   ----------   -------------------------   --------------
<S>                                         <C>            <C>          <C>                         <C>
Invesco Quality Municipal Securities        Contractual      0.66%             June 1, 2010         June 30, 2012
</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.


                                       30
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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