<DOCUMENT>
<TYPE>EX-99.77Q1E
<SEQUENCE>3
<FILENAME>d174345dex9977q1e.txt
<DESCRIPTION>EX-99.77Q1E
<TEXT>
<PAGE>

                                                               Sub-Item 77Q1(e)

                            MEMORANDUM OF AGREEMENT
                            (ADVISORY FEE WAIVERS)

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

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

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

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

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

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

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

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

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

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

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

<PAGE>

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

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

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

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

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

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

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

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

       INVESCO ADVISERS, INC.

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

<PAGE>

                         EXHIBIT A TO ADVISORY FEE MOA

<TABLE>
<CAPTION>
AIM COUNSELOR
SERIES TRUST
(INVESCO COUNSELOR                                                EXPIRATION
SERIES TRUST)               WAIVER DESCRIPTION     EFFECTIVE DATE    DATE
------------------       ------------------------  -------------- ----------
<C>                      <S>                       <C>            <C>
Invesco Strategic Real      Invesco will waive
  Return Fund              advisory fees in an
                           amount equal to the
                         advisory fees earned on
                          underlying affiliated
                               investments           4/30/2014    06/30/2018

AIM INVESTMENT
FUNDS (INVESCO                                                    EXPIRATION
INVESTMENT FUNDS            WAIVER DESCRIPTION     EFFECTIVE DATE    DATE
----------------         ------------------------  -------------- ----------
Invesco Balanced-Risk       Invesco will waive
  Commodity Strategy       advisory fees in an
  Fund                     amount equal to the
                         advisory fees earned on
                          underlying affiliated
                               investments            02/24/15    06/30/2018

Invesco Global Targeted     Invesco will waive
  Returns Fund             advisory fees in an
                           amount equal to the
                         advisory fees earned on
                          underlying affiliated
                               investments           12/17/2013   06/30/2018

Invesco Strategic           Invesco will waive
  Income Fund              advisory fees in an
                           amount equal to the
                         advisory fees earned on
                          underlying affiliated
                               investments            5/2/2014    06/30/2018

Invesco Unconstrained       Invesco will waive
  Bond Fund                advisory fees in an
                           amount equal to the
                         advisory fees earned on
                          underlying affiliated
                               investments           10/14/2014   06/30/2018

AIM TREASURER'S
SERIES TRUST
(INVESCO TREASURER'S                                              EXPIRATION
SERIES TRUST)               WAIVER DESCRIPTION     EFFECTIVE DATE    DATE
--------------------     ------------------------  -------------- ----------
Premier Portfolio        Invesco will waive
                         advisory fees in the
                         amount of 0.07% of the
                         Fund's average daily net
                         assets                       2/1/2011    12/31/2016

Premier U.S.             Invesco will waive
  Government Money       advisory fees in the
  Portfolio              amount of 0.07% of the
                         Fund's average daily net
                         assets                       2/1/2011    12/31/2016

Premier Tax-Exempt       Invesco will waive
  Portfolio              advisory fees in the
                         amount of 0.05% of the
                         Fund's average daily net
                         assets                      06/01/2016   05/31/2017
</TABLE>

<PAGE>

                                  EXHIBIT "B"

          AIM COUNSELOR SERIES TRUST (INVESCO COUNSELOR SERIES TRUST)

PORTFOLIO                                      EFFECTIVE DATE   COMMITTED UNTIL
---------                                    ------------------ ---------------
Invesco American Franchise Fund              February 12, 2010   June 30, 2018
Invesco California Tax-Free Income Fund      February 12, 2010   June 30, 2018
Invesco Core Plus Bond Fund                     June 2, 2009     June 30, 2018
Invesco Equally-Weighted S&P 500 Fund        February 12, 2010   June 30, 2018
Invesco Equity and Income Fund               February 12, 2010   June 30, 2018
Invesco Floating Rate Fund                      July 1, 2007     June 30, 2018
Invesco Global Real Estate Income Fund          July 1, 2007     June 30, 2018
Invesco Growth and Income Fund               February 12, 2010   June 30, 2018
Invesco Low Volatility Equity Yield Fund        July 1, 2007     June 30, 2018
Invesco Pennsylvania Tax Free Income Fund    February 12, 2010   June 30, 2018
Invesco S&P 500 Index Fund                   February 12, 2010   June 30, 2018
Invesco Short Duration High Yield Municipal
  Fund                                       September 30, 2015  June 30, 2018
Invesco Small Cap Discovery Fund             February 12, 2010   June 30, 2018
Invesco Strategic Real Return Fund             April 30, 2014    June 30, 2018

                    AIM EQUITY FUNDS (INVESCO EQUITY FUNDS)

PORTFOLIO                                        EFFECTIVE DATE COMMITTED UNTIL
---------                                        -------------- ---------------
Invesco Charter Fund                              July 1, 2007   June 30, 2018
Invesco Diversified Dividend Fund                 July 1, 2007   June 30, 2018
Invesco Summit Fund                               July 1, 2007   June 30, 2018

                     AIM FUNDS GROUP (INVESCO FUNDS GROUP)

FUND                                             EFFECTIVE DATE COMMITTED UNTIL
----                                             -------------- ---------------
Invesco European Small Company Fund               July 1, 2007   June 30, 2018
Invesco Global Core Equity Fund                   July 1, 2007   June 30, 2018
Invesco International Small Company Fund          July 1, 2007   June 30, 2018
Invesco Small Cap Equity Fund                     July 1, 2007   June 30, 2018

                   AIM GROWTH SERIES (INVESCO GROWTH SERIES)

FUND                                          EFFECTIVE DATE   COMMITTED UNTIL
----                                                           ---------------
Invesco Alternative Strategies Fund          October 14, 2014   June 30, 2018
Invesco Convertible Securities Fund          February 12, 2010  June 30, 2018
Invesco Global Low Volatility Equity Yield
  Fund                                         July 1, 2007     June 30, 2018
Invesco Mid Cap Core Equity Fund               July 1, 2007     June 30, 2018
Invesco Multi-Asset Inflation Fund           October 14, 2014   June 30, 2018
Invesco Small Cap Growth Fund                  July 1, 2007     June 30, 2018
Invesco U.S. Mortgage Fund                   February 12, 2010  June 30, 2018

      AIM INTERNATIONAL MUTUAL FUNDS (INVESCO INTERNATIONAL MUTUAL FUNDS)

FUND                                          EFFECTIVE DATE   COMMITTED UNTIL
----                                         ----------------- ---------------
Invesco Asia Pacific Growth Fund               July 1, 2007     June 30, 2018
Invesco European Growth Fund                   July 1, 2007     June 30, 2018
Invesco Global Growth Fund                     July 1, 2007     June 30, 2018
Invesco Global Opportunities Fund             August 3, 2012    June 30, 2018
Invesco Global Small & Mid Cap Growth Fund     July 1, 2007     June 30, 2018
Invesco Global Sustainable Equity Fund         June 30, 2016    June 30, 2018
Invesco International Companies Fund         December 21, 2015  June 30, 2018
Invesco International Core Equity Fund         July 1, 2007     June 30, 2018
Invesco International Growth Fund              July 1, 2007     June 30, 2018
Invesco Select Opportunities Fund             August 3, 2012    June 30, 2018

<PAGE>

                AIM INVESTMENT FUNDS (INVESCO INVESTMENT FUNDS)

FUND                                       EFFECTIVE DATE   COMMITTED UNTIL
----                                     ------------------ ---------------
Invesco All Cap Market Neutral Fund      December 17, 2013   June 30, 2018
Invesco Balanced-Risk Allocation Fund/1/    May 29, 2009     June 30, 2018
Invesco Balanced-Risk Commodity
  Strategy Fund/2/                       November 29, 2010   June 30, 2018
Invesco Developing Markets Fund             July 1, 2007     June 30, 2018
Invesco Emerging Markets Equity Fund        May 11, 2011     June 30, 2018
Invesco Emerging Markets Flexible Bond
  Fund/3/                                  June 14, 2010     June 30, 2018
Invesco Endeavor Fund                       July 1, 2007     June 30, 2018
Invesco Global Health Care Fund             July 1, 2007     June 30, 2018
Invesco Global Infrastructure Fund          May 2, 2014      June 30, 2018
Invesco Global Market Neutral Fund       December 17, 2013   June 30, 2018
Invesco Global Markets Strategy Fund/4/  September 25, 2012  June 30, 2018
Invesco Global Targeted Returns Fund/5/  December 17, 2013   June 30, 2018
Invesco Greater China Fund                  July 1, 2007     June 30, 2018
Invesco International Total Return Fund     July 1, 2007     June 30, 2018
Invesco Long/Short Equity Fund           December 17, 2013   June 30, 2018
Invesco Low Volatility Emerging Markets
  Fund                                   December 17, 2013   June 30, 2018
Invesco Macro International Equity Fund  December 17, 2013   June 30, 2018
Invesco Macro Long/Short Fund            December 17, 2013   June 30, 2018
Invesco MLP Fund                          August 29, 2014    June 30, 2018
Invesco Pacific Growth Fund              February 12, 2010   June 30, 2018
Invesco Premium Income Fund/6/           December 13, 2011   June 30, 2018
Invesco Select Companies Fund               July 1, 2007     June 30, 2018
Invesco Strategic Income Fund               May 2, 2014      June 30, 2018
Invesco Unconstrained Bond Fund           October 14, 2014   June 30, 2018

     AIM INVESTMENT SECURITIES FUNDS (INVESCO INVESTMENT SECURITIES FUNDS)

FUND                                      EFFECTIVE DATE   COMMITTED UNTIL
----                                     ----------------- ---------------
Invesco Corporate Bond Fund              February 12, 2010  June 30, 2018
Invesco Global Real Estate Fund            July 1, 2007     June 30, 2018
Invesco Government Money Market Fund       July 1, 2007     June 30, 2018
Invesco High Yield Fund                    July 1, 2007     June 30, 2018
Invesco Real Estate Fund                   July 1, 2007     June 30, 2018
Invesco Short Duration Inflation
  Protected Fund                           July 1, 2007     June 30, 2018
Invesco Short Term Bond Fund               July 1, 2007     June 30, 2018
Invesco U.S. Government Fund               July 1, 2007     June 30, 2018
--------
/1/  Advisory fees to be waived by Invesco for Invesco Balanced-Risk Allocation
     Fund also include advisory fees that Invesco receives on the Uninvested
     Cash from the Affiliated Money Market Fund in which Invesco Cayman
     Commodity Fund I, Ltd. invests.
2    Advisory fees to be waived by Invesco for Invesco Balanced-Risk Commodity
     Strategy Fund also include advisory fees that Invesco receives on the
     Uninvested Cash from the Affiliated Money Market Fund in which Invesco
     Cayman Commodity Fund III, Ltd. invests.
3    Advisory fees to be waived by Invesco for Invesco Emerging Markets
     Flexible Bond Fund also include advisory fees that Invesco receives on the
     Uninvested Cash from the Affiliated Money Market Fund in which Invesco
     Emerging Markets Flexible Bond Cayman, Ltd. invests.
4    Advisory fees to be waived by Invesco for Invesco Global Markets Strategy
     Fund also include advisory fees that Invesco receives on the Uninvested
     Cash from the Affiliated Money Market Fund in which Invesco Cayman
     Commodity Fund V, Ltd. invests.
5    Advisory fees to be waived by Invesco for Invesco Global Targeted Returns
     Fund also include advisory fees that Invesco receives on the Uninvested
     Cash from the Affiliated Money Market Fund in which Invesco Cayman
     Commodity Fund VII, Ltd. invests.
6    Advisory fees to be waived by Invesco for Invesco Premium Income Fund also
     include advisory fees that Invesco receives on the Uninvested Cash from
     the Affiliated Money Market Fund in which Invesco Premium Income Cayman,
     Ltd. invests.

<PAGE>

                    AIM SECTOR FUNDS (INVESCO SECTOR FUNDS)

FUND                                           EFFECTIVE DATE   COMMITTED UNTIL
----                                          ----------------- ---------------
Invesco American Value Fund                   February 12, 2010  June 30, 2018
Invesco Comstock Fund                         February 12, 2010  June 30, 2018
Invesco Energy Fund                             July 1, 2007     June 30, 2018
Invesco Dividend Income Fund                    July 1, 2007     June 30, 2018
Invesco Gold & Precious Metals Fund             July 1, 2007     June 30, 2018
Invesco Mid Cap Growth Fund                   February 12, 2010  June 30, 2018
Invesco Small Cap Value Fund                  February 12, 2010  June 30, 2018
Invesco Technology Fund                         July 1, 2007     June 30, 2018
Invesco Technology Sector Fund                February 12, 2010  June 30, 2018
Invesco Value Opportunities Fund              February 12, 2010  June 30, 2018

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

FUND                                           EFFECTIVE DATE   COMMITTED UNTIL
----                                          ----------------- ---------------
Invesco High Yield Municipal Fund             February 12, 2010  June 30, 2018
Invesco Intermediate Term Municipal Income
  Fund                                        February 12, 2010  June 30, 2018
Invesco Municipal Income Fund                 February 12, 2010  June 30, 2018
Invesco New York Tax Free Income Fund         February 12, 2010  June 30, 2018
Invesco Tax-Exempt Cash Fund                    July 1, 2007     June 30, 2018
Invesco Limited Term Municipal Income Fund      July 1, 2007     June 30, 2018

        AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)

FUND                                           EFFECTIVE DATE   COMMITTED UNTIL
----                                          ----------------- ---------------
Invesco V.I. American Franchise Fund          February 12, 2010  June 30, 2018
Invesco V.I. American Value Fund              February 12, 2010  June 30, 2018
Invesco V.I. Balanced-Risk Allocation Fund/7/ December 22, 2010  June 30, 2018
Invesco V.I. Comstock Fund                    February 12, 2010  June 30, 2018
Invesco V.I. Core Equity Fund                   July 1, 2007     June 30, 2018
Invesco V.I. Core Plus Bond Fund               April 30, 2015    June 30, 2018
Invesco V.I. Diversified Dividend Fund        February 12, 2010  June 30, 2018
Invesco V.I. Equally-Weighted S&P 500 Fund    February 12, 2010  June 30, 2018
Invesco V.I. Equity and Income Fund           February 12, 2010  June 30, 2018
Invesco V.I. Global Core Equity Fund          February 12, 2010  June 30, 2018
Invesco V.I. Global Health Care Fund            July 1, 2007     June 30, 2018
Invesco V.I. Global Real Estate Fund            July 1, 2007     June 30, 2018
Invesco V.I. Government Money Market Fund       July 1, 2007     June 30, 2018
Invesco V.I. Government Securities Fund         July 1, 2007     June 30, 2018
Invesco V.I. Growth and Income Fund           February 12, 2010  June 30, 2018
Invesco V.I. High Yield Fund                    July 1, 2007     June 30, 2018
Invesco V.I. International Growth Fund          July 1, 2007     June 30, 2018
Invesco V.I. Managed Volatility Fund            July 1, 2007     June 30, 2018
Invesco V.I. Mid Cap Core Equity Fund           July 1, 2007     June 30, 2018
Invesco V.I. Mid Cap Growth Fund              February 12, 2010  June 30, 2018
Invesco V.I. S&P 500 Index Fund               February 12, 2010  June 30, 2018
Invesco V.I. Small Cap Equity Fund              July 1, 2007     June 30, 2018
Invesco V.I. Technology Fund                    July 1, 2007     June 30, 2018
Invesco V.I. Value Opportunities Fund           July 1, 2007     June 30, 2018

/7/  Advisory fees to be waived by Invesco for Invesco V.I. Balanced-Risk
     Allocation Fund also include advisory fees that Invesco receives on the
     Uninvested Cash from the Affiliated Money Market Fund in which Invesco
     Cayman Commodity Fund IV, Ltd. invests.

<PAGE>

                             INVESCO EXCHANGE FUND

 FUND                                         EFFECTIVE DATE   COMMITTED UNTIL
 ----                                       ------------------ ---------------
 Invesco Exchange Fund                      September 30, 2015  June 30, 2018

                           INVESCO SECURITIES TRUST

 FUND                                          EFFECTIVE DATE  COMMITTED UNTIL
 ----                                         ---------------- ---------------
 Invesco Balanced-Risk Aggressive Allocation
   Fund/8/                                    January 16, 2013  June 30, 2018

                           INVESCO MANAGEMENT TRUST

 FUND                                           EFFECTIVE DATE COMMITTED UNTIL
 ----                                           -------------- ---------------
 Invesco Conservative Income Fund                July 1, 2014   June 30, 2018

                               CLOSED-END FUNDS

 FUND                                          EFFECTIVE DATE  COMMITTED UNTIL
 ----                                          --------------- ---------------
 Invesco Advantage Municipal Income Trust II    May 15, 2012    June 30, 2018
 Invesco Bond Fund                             August 26, 2015  June 30, 2018
 Invesco California Value Municipal Income
   Trust                                        May 15, 2012    June 30, 2018
 Invesco Dynamic Credit Opportunities Fund      May 15, 2012    June 30, 2018
 Invesco High Income Trust II                   May 15, 2012    June 30, 2018
 Invesco Municipal Income Opportunities Trust  August 26, 2015  June 30, 2018
 Invesco Municipal Opportunity Trust            May 15, 2012    June 30, 2018
 Invesco Municipal Trust                        May 15, 2012    June 30, 2018
 Invesco Pennsylvania Value Municipal Income
   Trust                                        May 15, 2012    June 30, 2018
 Invesco Quality Municipal Income Trust        August 26, 2015  June 30, 2018
 Invesco Senior Income Trust                    May 15, 2012    June 30, 2018
 Invesco Trust for Investment Grade Municipals  May 15, 2012    June 30, 2018
 Invesco Trust for Investment Grade New York
   Municipals                                   May 15, 2012    June 30, 2018
 Invesco Value Municipal Income Trust           June 1, 2010    June 30, 2018

/8/  Advisory fees to be waived by Invesco for Invesco Balanced-Risk Aggressive
     Allocation Fund also include advisory fees that Invesco receives on the
     Uninvested Cash from the Affiliated Money Market Fund in which Invesco
     Cayman Commodity Fund VI, Ltd. invests.

<PAGE>

                                                               Sub-Item 77Q1(e)

                            MEMORANDUM OF AGREEMENT
                             (EXPENSE LIMITATIONS)

   This Memorandum of Agreement is entered into as of the Effective Date on the
attached exhibits (the "Exhibits"), between AIM Counselor Series Trust (Invesco
Counselor Series Trust), AIM Equity Funds (Invesco Equity Funds), AIM Funds
Group (Invesco Funds Group), AIM Growth Series (Invesco Growth Series), AIM
International Mutual Funds (Invesco International Mutual Funds), AIM Investment
Funds (Invesco Investment Funds), AIM Investment Securities Funds (Invesco
Investment Securities Funds), AIM Sector Funds (Invesco Sector Funds), AIM
Tax-Exempt Funds (Invesco Tax-Exempt Funds), AIM Variable Insurance Funds
(Invesco Variable Insurance Funds), Invesco California Value Municipal Trust,
Invesco Management Trust, Invesco Quality Municipal Income Trust, Invesco
Securities Trust and Short-Term Investments Trust (each a "Trust" or,
collectively, the "Trusts"), on behalf of the funds listed on the Exhibits to
this Memorandum of Agreement (the "Funds"), and Invesco Advisers, Inc.
("Invesco"). Invesco shall and hereby agrees to waive fees or reimburse
expenses of each Fund, on behalf of its respective classes as applicable,
severally and not jointly, as indicated in the attached Exhibits.

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

   For the Contractual Limits (listed in Exhibits A - D), Invesco agrees until
at least the expiration date set forth on the attached Exhibits A - D (the
"Expiration Date") that Invesco will waive its fees or reimburse expenses to
the extent that expenses of a class of a Fund (excluding (i) interest;
(ii) taxes; (iii) dividend expense on short sales; (iv) extraordinary or
non-routine items, including litigation expenses; and (v) expenses that each
Fund has incurred but did not actually pay because of an expense offset
arrangement, if applicable) exceed the rate, on an annualized basis, set forth
on the Exhibits of the average daily net assets allocable to such
class.Acquired fund fees and expenses are not fees or expenses incurred by a
fund directly but are expenses of the investment companies in which a fund
invests. These fees and expenses are incurred indirectly through the valuation
of a fund's investment in these investment companies. Acquired fund fees and
expenses are required to be disclosed and included in the total annual fund
operating expenses in the prospectus fee table. As a result, the net total
annual fund operating expenses shown in the prospectus fee table may exceed the
expense limits reflected in Exhibits A - D. Neither a Trust nor Invesco may
remove or amend the Contractual Limits to a Trust's detriment prior to the
Expiration Date without requesting and receiving the approval of the Board of
Trustees of the applicable Fund's Trust to remove or amend such Contractual
Limits. Invesco will not have any right to reimbursement of any amount so
waived or reimbursed.

   For the Contractual Limits, Invesco agrees to review the then-current
expense limitations for each class of each Fund listed on the Exhibits on a
date prior to the Expiration Date to determine whether such limitations should
be amended, continued or terminated. The expense limitations will expire upon
the Expiration Date unless Invesco has agreed to continue them. The Exhibits
will be amended to reflect any such agreement.

   For the Voluntary Limits (listed in Exhibits A - D), Invesco agrees that
these are not contractual in nature and that Invesco may establish, amend
and/or terminate such expense limitations at any time in its sole
discretion. Any delay or failure by Invesco to update this Memorandum of
Agreement with regards to the terminations, extensions, or expirations of the
Voluntary Limits shall have no effect on the term of such Voluntary
Limitations; the Voluntary Limitations are listed herein for informational
purposes only.

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

<PAGE>

to impose any liability on any of them personally, but shall bind only the
assets and property of the Funds, as provided in each Trust's Agreement and
Declaration of Trust.

   IN WITNESS WHEREOF, each of the Trusts and Invesco have entered into this
Memorandum of Agreement as of the Effective Dates on the attached Exhibits.

      AIM COUNSELOR SERIES TRUST (INVESCO COUNSELOR SERIES TRUST)
      AIM EQUITY FUNDS (INVESCO EQUITY FUNDS)
      AIM FUNDS GROUP (INVESCO FUNDS GROUP)
      AIM GROWTH SERIES (INVESCO GROWTH SERIES)
      AIM INTERNATIONAL MUTUAL FUNDS (INVESCO INTERNATIONAL MUTUAL FUNDS)
      AIM INVESTMENT FUNDS (INVESCO INVESTMENT FUNDS)
      AIM INVESTMENT SECURITIES FUNDS (INVESCO INVESTMENT SECURITIES FUNDS)
      AIM SECTOR FUNDS (INVESCO SECTOR FUNDS)
      AIM TAX-EXEMPT FUNDS (INVESCO TAX-EXEMPT FUNDS)
      AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)
      INVESCO CALIFORNIA VALUE MUNICIPAL INCOME TRUST
      INVESCO MANAGEMENT TRUST
      INVESCO QUALITY MUNICIPAL INCOME TRUST
      INVESCO SECURITIES TRUST
      SHORT-TERM INVESTMENTS TRUST

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

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

      INVESCO ADVISERS, INC.

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

                                       2

<PAGE>

                         EXHIBIT "A" - RETAIL FUNDS/1/

          AIM COUNSELOR SERIES TRUST (INVESCO COUNSELOR SERIES TRUST)

<TABLE>
<CAPTION>
                                         CONTRACTUAL/  EXPENSE   EFFECTIVE DATE OF     EXPIRATION
FUND                                      VOLUNTARY   LIMITATION   CURRENT LIMIT          DATE
----                                     ------------ ---------- ------------------ -----------------
<S>                                      <C>          <C>        <C>                <C>
Invesco American Franchise Fund
       Class A Shares                    Contractual     2.00%      July 1, 2013      June 30, 2017
       Class B Shares                    Contractual     2.75%      July 1, 2013      June 30, 2017
       Class C Shares                    Contractual     2.75%      July 1, 2013      June 30, 2017
       Class R Shares                    Contractual     2.25%      July 1, 2013      June 30, 2017
       Class R5 Shares                   Contractual     1.75%      July 1, 2013      June 30, 2017
       Class R6 Shares                   Contractual     1.75%      July 1, 2013      June 30, 2017
       Class Y Shares                    Contractual     1.75%      July 1, 2013      June 30, 2017

Invesco California Tax-Free Income Fund
       Class A Shares                    Contractual     1.50%      July 1, 2012      June 30, 2017
       Class B Shares                    Contractual     2.00%      July 1, 2012      June 30, 2017
       Class C Shares                    Contractual     2.00%      July 1, 2012      June 30, 2017
       Class Y Shares                    Contractual     1.25%      July 1, 2012      June 30, 2017

Invesco Core Plus Bond Fund
       Class A Shares                    Contractual     0.86%    January 1, 2015   December 31, 2016
       Class B Shares                    Contractual     1.61%    January 1, 2015   December 31, 2016
       Class C Shares                    Contractual     1.61%    January 1, 2015   December 31, 2016
       Class R Shares                    Contractual     1.11%    January 1, 2015   December 31, 2016
       Class R5 Shares                   Contractual     0.61%    January 1, 2015   December 31, 2016
       Class R6 Shares                   Contractual     0.61%    January 1, 2015   December 31, 2016
       Class Y Shares                    Contractual     0.61%    January 1, 2015   December 31, 2016

Invesco Equally-Weighted S&P 500 Fund
       Class A Shares                    Contractual     2.00%      July 1, 2012      June 30, 2017
       Class B Shares                    Contractual     2.75%      July 1, 2012      June 30, 2017
       Class C Shares                    Contractual     2.75%      July 1, 2012      June 30, 2017
       Class R Shares                    Contractual     2.25%      July 1, 2012      June 30, 2017
       Class R6 Shares                   Contractual     1.75%   September 24, 2012   June 30, 2017
       Class Y Shares                    Contractual     1.75%      July 1, 2012      June 30, 2017

Invesco Equity and Income Fund
       Class A Shares                    Contractual     1.50%      July 1, 2012      June 30, 2017
       Class B Shares                    Contractual     2.25%      July 1, 2012      June 30, 2017
       Class C Shares                    Contractual     2.25%      July 1, 2012      June 30, 2017
       Class R Shares                    Contractual     1.75%      July 1, 2012      June 30, 2017
       Class R5 Shares                   Contractual     1.25%      July 1, 2012      June 30, 2017
       Class R6 Shares                   Contractual     1.25%   September 24, 2012   June 30, 2017
       Class Y Shares                    Contractual     1.25%      July 1, 2012      June 30, 2017

Invesco Floating Rate Fund
       Class A Shares                    Contractual     1.50%     April 14, 2006     June 30, 2017
       Class C Shares                    Contractual     2.00%     April 14, 2006     June 30, 2017
       Class R Shares                    Contractual     1.75%     April 14, 2006     June 30, 2017
       Class R5 Shares                   Contractual     1.25%     April 14, 2006     June 30, 2017
       Class R6 Shares                   Contractual     1.25%   September 24, 2012   June 30, 2017
       Class Y Shares                    Contractual     1.25%    October 3, 2008     June 30, 2017

Invesco Global Real Estate Income Fund
       Class A Shares                    Contractual     2.00%      July 1, 2009      June 30, 2017
       Class B Shares                    Contractual     2.75%      July 1, 2009      June 30, 2017
       Class C Shares                    Contractual     2.75%      July 1, 2009      June 30, 2017
       Class R5 Shares                   Contractual     1.75%      July 1, 2009      June 30, 2017
       Class R6 Shares                   Contractual     1.75%   September 24, 2012   June 30, 2017
       Class Y Shares                    Contractual     1.75%      July 1, 2009      June 30, 2017
</TABLE>

See page 17 for footnotes to Exhibit A.

                                       3

<PAGE>

<TABLE>
<CAPTION>
                          CONTRACTUAL/       EXPENSE         EFFECTIVE DATE OF     EXPIRATION
FUND                       VOLUNTARY        LIMITATION         CURRENT LIMIT          DATE
----                      ------------ --------------------- ------------------ -----------------
<S>                       <C>          <C>                   <C>                <C>
Invesco Growth and
  Income Fund
   Class A Shares         Contractual         2.00%             July 1, 2012      June 30, 2017
   Class B Shares         Contractual         2.75%             July 1, 2012      June 30, 2017
   Class C Shares         Contractual         2.75%             July 1, 2012      June 30, 2017
   Class R Shares         Contractual         2.25%             July 1, 2012      June 30, 2017
   Class R5 Shares        Contractual         1.75%             July 1, 2012      June 30, 2017
   Class R6 Shares        Contractual         1.75%          September 24, 2012   June 30, 2017
   Class Y Shares         Contractual         1.75%             July 1, 2012      June 30, 2017

Invesco Low Volatility
  Equity Yield Fund
   Class A Shares         Contractual         2.00%             July 1, 2012      June 30, 2017
   Class B Shares         Contractual         2.75%             July 1, 2012      June 30, 2017
   Class C Shares         Contractual         2.75%             July 1, 2012      June 30, 2017
   Class R Shares         Contractual         2.25%             July 1, 2012      June 30, 2017
   Class R5 Shares        Contractual         1.75%             July 1, 2012      June 30, 2017
   Class Y Shares         Contractual         1.75%             July 1, 2012      June 30, 2017
   Investor Class Shares  Contractual         2.00%             July 1, 2012      June 30, 2017

Invesco Pennsylvania Tax
  Free Income Fund
   Class A Shares         Contractual         1.50%             July 1, 2012      June 30, 2017
   Class B Shares         Contractual         2.25%             July 1, 2012      June 30, 2017
   Class C Shares         Contractual         2.25%             July 1, 2012      June 30, 2017
   Class Y Shares         Contractual         1.25%             July 1, 2012      June 30, 2017

Invesco S&P 500 Index
  Fund
   Class A Shares         Contractual         2.00%             July 1, 2012      June 30, 2017
   Class B Shares         Contractual         2.75%             July 1, 2012      June 30, 2017
   Class C Shares         Contractual         2.75%             July 1, 2012      June 30, 2017
   Class Y Shares         Contractual         1.75%             July 1, 2012      June 30, 2017

Invesco Short Duration
  High Yield Municipal
  Fund
   Class A Shares         Contractual         0.79%          September 30, 2015 December 31, 2016
   Class C Shares         Contractual         1.54%          September 30, 2015 December 31, 2016
   Class R5 Shares        Contractual         0.54%          September 30, 2015 December 31, 2016
   Class Y Shares         Contractual         0.54%          September 30, 2015 December 31, 2016

Invesco Small Cap
  Discovery Fund
   Class A Shares         Contractual         2.00%             July 1, 2012      June 30, 2017
   Class B Shares         Contractual         2.75%             July 1, 2012      June 30, 2017
   Class C Shares         Contractual         2.75%             July 1, 2012      June 30, 2017
   Class R5 Shares        Contractual         1.75%          September 24, 2012   June 30, 2017
   Class R6 Shares        Contractual         1.75%          September 24, 2012   June 30, 2017
   Class Y Shares         Contractual         1.75%             July 1, 2012      June 30, 2017

Invesco Strategic Real
  Return Fund
   Class A Shares         Contractual  0.82% less net AFFE*    April 30, 2014   December 31, 2016
   Class C Shares         Contractual  1.57% less net AFFE*    April 30, 2014   December 31, 2016
   Class R Shares         Contractual  1.07% less net AFFE*    April 30, 2014   December 31, 2016
   Class R5 Shares        Contractual  0.57% less net AFFE*    April 30, 2014   December 31, 2016
   Class R6 Shares        Contractual  0.57% less net AFFE*    April 30, 2014   December 31, 2016
   Class Y Shares         Contractual  0.57% less net AFFE*    April 30, 2014   December 31, 2016
</TABLE>

See page 17 for footnotes to Exhibit A.

                                       4

<PAGE>

                    AIM EQUITY FUNDS (INVESCO EQUITY FUNDS)

<TABLE>
<CAPTION>
                          CONTRACTUAL/  EXPENSE    EFFECTIVE DATE OF   EXPIRATION
FUND                       VOLUNTARY   LIMITATION    CURRENT LIMIT        DATE
----                      ------------ ----------  ------------------ -------------
<S>                       <C>          <C>         <C>                <C>
Invesco Charter Fund
   Class A Shares         Contractual    2.00%        July 1, 2009    June 30, 2017
   Class B Shares         Contractual    2.75%        July 1, 2009    June 30, 2017
   Class C Shares         Contractual    2.75%        July 1, 2009    June 30, 2017
   Class R Shares         Contractual    2.25%        July 1, 2009    June 30, 2017
   Class R5 Shares        Contractual    1.75%        July 1, 2009    June 30, 2017
   Class R6 Shares        Contractual    1.75%     September 24, 2012 June 30, 2017
   Class S Shares         Contractual    1.90%     September 25, 2009 June 30, 2017
   Class Y Shares         Contractual    1.75%        July 1, 2009    June 30, 2017

Invesco Diversified
  Dividend Fund
   Class A Shares         Contractual    2.00%        July 1, 2013    June 30, 2017
   Class B Shares         Contractual    2.75%        July 1, 2013    June 30, 2017
   Class C Shares         Contractual    2.75%        July 1, 2013    June 30, 2017
   Class R Shares         Contractual    2.25%        July 1, 2013    June 30, 2017
   Class R5 Shares        Contractual    1.75%        July 1, 2013    June 30, 2017
   Class R6 Shares        Contractual    1.75%        July 1, 2013    June 30, 2017
   Class Y Shares         Contractual    1.75%        July 1, 2013    June 30, 2017
   Investor Class Shares  Contractual    2.00%        July 1, 2013    June 30, 2017

Invesco Summit Fund
   Class A Shares         Contractual    2.00%        July 1, 2009    June 30, 2017
   Class B Shares         Contractual    2.75%        July 1, 2009    June 30, 2017
   Class C Shares         Contractual    2.75%        July 1, 2009    June 30, 2017
   Class P Shares         Contractual    1.85%        July 1, 2009    June 30, 2017
   Class R5 Shares        Contractual    1.75%        July 1, 2009    June 30, 2017
   Class S Shares         Contractual    1.90%     September 25, 2009 June 30, 2017
   Class Y Shares         Contractual    1.75%        July 1, 2009    June 30, 2017
</TABLE>

                     AIM FUNDS GROUP (INVESCO FUNDS GROUP)

<TABLE>
<CAPTION>
                          CONTRACTUAL/  EXPENSE    EFFECTIVE DATE OF   EXPIRATION
FUND                       VOLUNTARY   LIMITATION    CURRENT LIMIT        DATE
----                      ------------ ----------  ------------------ -------------
<S>                       <C>          <C>         <C>                <C>
Invesco European Small
  Company Fund

   Class A Shares         Contractual    2.25%        July 1, 2009    June 30, 2017
   Class B Shares         Contractual    3.00%        July 1, 2009    June 30, 2017
   Class C Shares         Contractual    3.00%        July 1, 2009    June 30, 2017
   Class Y Shares         Contractual    2.00%        July 1, 2009    June 30, 2017

Invesco Global Core
  Equity Fund
   Class A Shares         Contractual    2.25%        July 1, 2013    June 30, 2017
   Class B Shares         Contractual    3.00%        July 1, 2013    June 30, 2017
   Class C Shares         Contractual    3.00%        July 1, 2013    June 30, 2017
   Class R Shares         Contractual    2.50%        July 1, 2013    June 30, 2017
   Class R5 Shares        Contractual    2.00%        July 1, 2013    June 30, 2017
   Class Y Shares         Contractual    2.00%        July 1, 2013    June 30, 2017

Invesco International
  Small Company Fund
   Class A Shares         Contractual    2.25%        July 1, 2009    June 30, 2017
   Class B Shares         Contractual    3.00%        July 1, 2009    June 30, 2017
   Class C Shares         Contractual    3.00%        July 1, 2009    June 30, 2017
   Class R5 Shares        Contractual    2.00%        July 1, 2009    June 30, 2017
   Class R6 Shares        Contractual    2.00%     September 24, 2012 June 30, 2017
   Class Y Shares         Contractual    2.00%        July 1, 2009    June 30, 2017
</TABLE>

See page 17 for footnotes to Exhibit A.

                                       5

<PAGE>

<TABLE>
<CAPTION>
                                      CONTRACTUAL/  EXPENSE   EFFECTIVE DATE OF   EXPIRATION
FUND                                   VOLUNTARY   LIMITATION   CURRENT LIMIT        DATE
----                                  ------------ ---------- ------------------ -------------
<S>                                   <C>          <C>        <C>                <C>
Invesco Small Cap Equity Fund
   Class A Shares                     Contractual     2.00%      July 1, 2009    June 30, 2017
   Class B Shares                     Contractual     2.75%      July 1, 2009    June 30, 2017
   Class C Shares                     Contractual     2.75%      July 1, 2009    June 30, 2017
   Class R Shares                     Contractual     2.25%      July 1, 2009    June 30, 2017
   Class R5 Shares                    Contractual     1.75%      July 1, 2009    June 30, 2017
   Class R6 Shares                    Contractual     1.75%   September 24, 2012 June 30, 2017
   Class Y Shares                     Contractual     1.75%      July 1, 2009    June 30, 2017
</TABLE>

                   AIM GROWTH SERIES (INVESCO GROWTH SERIES)

<TABLE>
<CAPTION>
                          CONTRACTUAL/       EXPENSE         EFFECTIVE DATE OF    EXPIRATION
FUND                       VOLUNTARY        LIMITATION         CURRENT LIMIT         DATE
----                      ------------ --------------------- ------------------ --------------
<S>                       <C>          <C>                   <C>                <C>
Invesco Alternative
  Strategies Fund
   Class A Shares         Contractual  1.75% less net AFFE*   October 14, 2014  April 30, 2017
   Class C Shares         Contractual  2.50% less net AFFE*   October 14, 2014  April 30, 2017
   Class R Shares         Contractual  2.00% less net AFFE*   October 14, 2014  April 30, 2017
   Class R5 Shares        Contractual  1.50% less net AFFE*   October 14, 2014  April 30, 2017
   Class R6 Shares        Contractual  1.50% less net AFFE*   October 14, 2014  April 30, 2017
   Class Y Shares         Contractual  1.50% less net AFFE*   October 14, 2014  April 30, 2017

Invesco Balanced-Risk
  Retirement 2020 Fund
   Class A Shares         Contractual         0.25%           November 4, 2009  April 30, 2017
   Class AX Shares        Contractual         0.25%          February 12, 2010  April 30, 2017
   Class B Shares         Contractual         1.00%           November 4, 2009  April 30, 2017
   Class C Shares         Contractual         1.00%           November 4, 2009  April 30, 2017
   Class CX Shares        Contractual         1.00%          February 12, 2010  April 30, 2017
   Class R Shares         Contractual         0.50%           November 4, 2009  April 30, 2017
   Class R5 Shares        Contractual         0.00%           November 4, 2009  April 30, 2017
   Class R6 Shares        Contractual         0.00%          September 24, 2012 April 30, 2017
   Class RX Shares        Contractual         0.50%          February 12, 2010  April 30, 2017
   Class Y Shares         Contractual         0.00%           November 4, 2009  April 30, 2017

Invesco Balanced-Risk
  Retirement 2030 Fund
   Class A Shares         Contractual         0.25%           November 4, 2009  April 30, 2017
   Class AX Shares        Contractual         0.25%          February 12, 2010  April 30, 2017
   Class B Shares         Contractual         1.00%           November 4, 2009  April 30, 2017
   Class C Shares         Contractual         1.00%           November 4, 2009  April 30, 2017
   Class CX Shares        Contractual         1.00%          February 12, 2010  April 30, 2017
   Class R Shares         Contractual         0.50%           November 4, 2009  April 30, 2017
   Class R5 Shares        Contractual         0.00%           November 4, 2009  April 30, 2017
   Class R6 Shares        Contractual         0.00%          September 24, 2012 April 30, 2017
   Class RX Shares        Contractual         0.50%          February 12, 2010  April 30, 2017
   Class Y Shares         Contractual         0.00%           November 4, 2009  April 30, 2017

Invesco Balanced-Risk
  Retirement 2040 Fund
   Class A Shares         Contractual         0.25%           November 4, 2009  April 30, 2017
   Class AX Shares        Contractual         0.25%          February 12, 2010  April 30, 2017
   Class B Shares         Contractual         1.00%           November 4, 2009  April 30, 2017
   Class C Shares         Contractual         1.00%           November 4, 2009  April 30, 2017
   Class CX Shares        Contractual         1.00%          February 12, 2010  April 30, 2017
   Class R Shares         Contractual         0.50%           November 4, 2009  April 30, 2017
   Class R5 Shares        Contractual         0.00%           November 4, 2009  April 30, 2017
   Class R6 Shares        Contractual         0.00%          September 24, 2012 April 30, 2017
   Class RX Shares        Contractual         0.50%          February 12, 2010  April 30, 2017
   Class Y Shares         Contractual         0.00%           November 4, 2009  April 30, 2017
</TABLE>

See page 17 for footnotes to Exhibit A.

                                       6

<PAGE>

<TABLE>
<CAPTION>
                          CONTRACTUAL/  EXPENSE   EFFECTIVE DATE OF    EXPIRATION
FUND                       VOLUNTARY   LIMITATION   CURRENT LIMIT         DATE
----                      ------------ ---------- ------------------ --------------
<S>                       <C>          <C>        <C>                <C>
Invesco Balanced-Risk
  Retirement 2050 Fund
   Class A Shares         Contractual     0.25%    November 4, 2009  April 30, 2017
   Class AX Shares        Contractual     0.25%   February 12, 2010  April 30, 2017
   Class B Shares         Contractual     1.00%    November 4, 2009  April 30, 2017
   Class C Shares         Contractual     1.00%    November 4, 2009  April 30, 2017
   Class CX Shares        Contractual     1.00%   February 12, 2010  April 30, 2017
   Class R Shares         Contractual     0.50%    November 4, 2009  April 30, 2017
   Class R5 Shares        Contractual     0.00%    November 4, 2009  April 30, 2017
   Class R6 Shares        Contractual     0.00%   September 24, 2012 April 30, 2017
   Class RX Shares        Contractual     0.50%   February 12, 2010  April 30, 2017
   Class Y Shares         Contractual     0.00%    November 4, 2009  April 30, 2017

Invesco Balanced-Risk
  Retirement Now Fund
   Class A Shares         Contractual     0.25%    November 4, 2009  April 30, 2017
   Class AX Shares        Contractual     0.25%   February 12, 2010  April 30, 2017
   Class B Shares         Contractual     1.00%    November 4, 2009  April 30, 2017
   Class C Shares         Contractual     1.00%    November 4, 2009  April 30, 2017
   Class CX Shares        Contractual     1.00%   February 12, 2010  April 30, 2017
   Class R Shares         Contractual     0.50%    November 4, 2009  April 30, 2017
   Class R5 Shares        Contractual     0.00%    November 4, 2009  April 30, 2017
   Class R6 Shares        Contractual     0.00%   September 24, 2012 April 30, 2017
   Class RX Shares        Contractual     0.50%   February 12, 2010  April 30, 2017
   Class Y Shares         Contractual     0.00%    November 4, 2009  April 30, 2017

Invesco Conservative
  Allocation Fund
   Class A Shares         Contractual     1.50%      July 1, 2012    June 30, 2017
   Class B Shares         Contractual     2.25%      July 1, 2012    June 30, 2017
   Class C Shares         Contractual     2.25%      July 1, 2012    June 30, 2017
   Class R Shares         Contractual     1.75%      July 1, 2012    June 30, 2017
   Class R5 Shares        Contractual     1.25%      July 1, 2012    June 30, 2017
   Class S Shares         Contractual     1.40%      July 1, 2012    June 30, 2017
   Class Y Shares         Contractual     1.25%      July 1, 2012    June 30, 2017

Invesco Convertible
  Securities Fund
   Class A Shares         Contractual     1.50%      July 1, 2012    June 30, 2017
   Class B Shares         Contractual     2.25%      July 1, 2012    June 30, 2017
   Class C Shares         Contractual     2.25%      July 1, 2012    June 30, 2017
   Class R5 Shares        Contractual     1.25%      July 1, 2012    June 30, 2017
   Class R6 Shares        Contractual     1.25%   September 24, 2012 June 30, 2017
   Class Y Shares         Contractual     1.25%      July 1, 2012    June 30, 2017

Invesco Global Low
  Volatility Equity
  Yield Fund
   Class A Shares         Contractual     2.00%      May 1, 2016     June 30, 2017
   Class B Shares         Contractual     2.75%      May 1, 2016     June 30, 2017
   Class C Shares         Contractual     2.75%      May 1, 2016     June 30, 2017
   Class R Shares         Contractual     2.25%      May 1, 2016     June 30, 2017
   Class R5 Shares        Contractual     1.75%      May 1, 2016     June 30, 2017
   Class Y Shares         Contractual     1.75%      May 1, 2016     June 30, 2017

Invesco Growth
  Allocation Fund
   Class A Shares         Contractual     2.00%      July 1, 2012    June 30, 2017
   Class B Shares         Contractual     2.75%      July 1, 2012    June 30, 2017
   Class C Shares         Contractual     2.75%      July 1, 2012    June 30, 2017
   Class R Shares         Contractual     2.25%      July 1, 2012    June 30, 2017
   Class R5 Shares        Contractual     1.75%      July 1, 2012    June 30, 2017
   Class S Shares         Contractual     1.90%      July 1, 2012    June 30, 2017
   Class Y Shares         Contractual     1.75%      July 1, 2012    June 30, 2017
</TABLE>

See page 17 for footnotes to Exhibit A.

                                       7

<PAGE>

<TABLE>
<CAPTION>
                          CONTRACTUAL/       EXPENSE         EFFECTIVE DATE OF    EXPIRATION
FUND                       VOLUNTARY        LIMITATION         CURRENT LIMIT         DATE
----                      ------------ --------------------- ------------------ --------------
<S>                       <C>          <C>                   <C>                <C>
Invesco Income
  Allocation Fund
   Class A Shares         Contractual         0.25%             May 1, 2012     April 30, 2017
   Class B Shares         Contractual         1.00%             May 1, 2012     April 30, 2017
   Class C Shares         Contractual         1.00%             May 1, 2012     April 30, 2017
   Class R Shares         Contractual         0.50%             May 1, 2012     April 30, 2017
   Class R5 Shares        Contractual         0.00%             May 1, 2012     April 30, 2017
   Class Y Shares         Contractual         0.00%             May 1, 2012     April 30, 2017

Invesco International
  Allocation Fund
   Class A Shares         Contractual         2.25%             May 1, 2012     June 30, 2017
   Class B Shares         Contractual         3.00%             May 1, 2012     June 30, 2017
   Class C Shares         Contractual         3.00%             May 1, 2012     June 30, 2017
   Class R Shares         Contractual         2.50%             May 1, 2012     June 30, 2017
   Class R5 Shares        Contractual         2.00%             May 1, 2012     June 30, 2017
   Class Y Shares         Contractual         2.00%             May 1, 2012     June 30, 2017

Invesco Mid Cap Core
  Equity Fund
   Class A Shares         Contractual         2.00%             July 1, 2009    June 30, 2017
   Class B Shares         Contractual         2.75%             July 1, 2009    June 30, 2017
   Class C Shares         Contractual         2.75%             July 1, 2009    June 30, 2017
   Class R Shares         Contractual         2.25%             July 1, 2009    June 30, 2017
   Class R5 Shares        Contractual         1.75%             July 1, 2009    June 30, 2017
   Class R6 Shares        Contractual         1.75%          September 24, 2012 June 30, 2017
   Class Y Shares         Contractual         1.75%             July 1, 2009    June 30, 2017

Invesco Moderate
  Allocation Fund
   Class A Shares         Contractual         1.50%             July 1, 2012    June 30, 2017
   Class B Shares         Contractual         2.25%             July 1, 2012    June 30, 2017
   Class C Shares         Contractual         2.25%             July 1, 2012    June 30, 2017
   Class R Shares         Contractual         1.75%             July 1, 2012    June 30, 2017
   Class R5 Shares        Contractual         1.25%             July 1, 2012    June 30, 2017
   Class S Shares         Contractual         1.40%             July 1, 2012    June 30, 2017
   Class Y Shares         Contractual         1.25%             July 1, 2012    June 30, 2017

Invesco Multi-Asset
  Inflation Fund
   Class A Shares         Contractual  1.36% less net AFFE*   October 14, 2014  April 30, 2017
   Class C Shares         Contractual  2.11% less net AFFE*   October 14, 2014  April 30, 2017
   Class R Shares         Contractual  1.61% less net AFFE*   October 14, 2014  April 30, 2017
   Class R5 Shares        Contractual  1.11% less net AFFE*   October 14, 2014  April 30, 2017
   Class R6 Shares        Contractual  1.11% less net AFFE*   October 14, 2014  April 30, 2017
   Class Y Shares         Contractual  1.11% less net AFFE*   October 14, 2014  April 30, 2017

Invesco Small Cap Growth
  Fund
   Class A Shares         Contractual         2.00%             July 1, 2009    June 30, 2017
   Class B Shares         Contractual         2.75%             July 1, 2009    June 30, 2017
   Class C Shares         Contractual         2.75%             July 1, 2009    June 30, 2017
   Class R Shares         Contractual         2.25%             July 1, 2009    June 30, 2017
   Class R5 Shares        Contractual         1.75%             July 1, 2009    June 30, 2017
   Class R6 Shares        Contractual         1.75%          September 24, 2012 June 30, 2017
   Class Y Shares         Contractual         1.75%             July 1, 2009    June 30, 2017
   Investor Class Shares  Contractual         2.00%             July 1, 2009    June 30, 2017

Invesco U.S. Mortgage
  Fund
   Class A Shares         Contractual         1.50%             July 1, 2012    June 30, 2017
   Class B Shares         Contractual         2.25%             July 1, 2012    June 30, 2017
   Class C Shares         Contractual         2.25%             July 1, 2012    June 30, 2017
   Class R5 Shares        Contractual         1.25%             July 1, 2012    June 30, 2017
   Class Y Shares         Contractual         1.25%             July 1, 2012    June 30, 2017
</TABLE>

See page 17 for footnotes to Exhibit A.

                                       8

<PAGE>

      AIM INTERNATIONAL MUTUAL FUNDS (INVESCO INTERNATIONAL MUTUAL FUNDS)

<TABLE>
<CAPTION>
                          CONTRACTUAL/  EXPENSE   EFFECTIVE DATE OF     EXPIRATION
FUND                       VOLUNTARY   LIMITATION   CURRENT LIMIT          DATE
----                      ------------ ---------- ------------------ -----------------
<S>                       <C>          <C>        <C>                <C>
Invesco Asia Pacific
  Growth Fund
   Class A Shares         Contractual     2.25%      July 1, 2009      June 30, 2017
   Class B Shares         Contractual     3.00%      July 1, 2009      June 30, 2017
   Class C Shares         Contractual     3.00%      July 1, 2009      June 30, 2017
   Class Y Shares         Contractual     2.00%      July 1, 2009      June 30, 2017

Invesco European Growth
  Fund
   Class A Shares         Contractual     2.25%      July 1, 2009      June 30, 2017
   Class B Shares         Contractual     3.00%      July 1, 2009      June 30. 2017
   Class C Shares         Contractual     3.00%      July 1, 2009      June 30, 2017
   Class R Shares         Contractual     2.50%      July 1, 2009      June 30, 2017
   Class Y Shares         Contractual     2.00%      July 1, 2009      June 30, 2017
   Investor Class Shares  Contractual     2.25%      July 1, 2009      June 30, 2017

Invesco Global Growth
  Fund
   Class A Shares         Contractual     1.31%    October 1, 2015   February 28, 2017
   Class B Shares         Contractual     2.06%    October 1, 2015   February 28, 2017
   Class C Shares         Contractual     2.06%    October 1, 2015   February 28, 2017
   Class R5 Shares        Contractual     1.06%    October 1, 2015   February 28, 2017
   Class R6 Shares        Contractual     1.06%    October 1, 2015   February 28, 2017
   Class Y Shares         Contractual     1.06%    October 1, 2015   February 28, 2017

Invesco Global
  Opportunities Fund
   Class A Shares         Contractual     1.36%     August 1, 2012   February 28, 2017
   Class C Shares         Contractual     2.11%     August 1, 2012   February 28, 2017
   Class R Shares         Contractual     1.61%     August 1, 2012   February 28, 2017
   Class R5 Shares        Contractual     1.11%     August 1, 2012   February 28, 2017
   Class R6 Shares        Contractual     1.11%   September 24, 2012 February 28, 2017
   Class Y Shares         Contractual     1.11%     August 1, 2012   February 28, 2017

Invesco Global Small &
  Mid Cap Growth Fund
   Class A Shares         Contractual     2.25%      July 1, 2009      June 30. 2017
   Class B Shares         Contractual     3.00%      July 1, 2009      June 30, 2017
   Class C Shares         Contractual     3.00%      July 1, 2009      June 30, 2017
   Class R5 Shares        Contractual     2.00%      July 1, 2009      June 30, 2017
   Class Y Shares         Contractual     2.00%      July 1, 2009      June 30, 2017

Invesco Global
  Sustainable Equity Fund
   Class A Shares         Contractual     0.85%     June 30, 2016      May 31, 2017
   Class C Shares         Contractual     1.60%     June 30, 2016      May 31, 2017
   Class R Shares         Contractual     1.10%     June 30, 2016      May 31, 2017
   Class R5 Shares        Contractual     0.60%     June 30, 2016      May 31, 2017
   Class R6 Shares        Contractual     0.60%     June 30, 2016      May 31, 2017
   Class Y Shares         Contractual     0.60%     June 30, 2016      May 31, 2017

Invesco International
  Companies Fund
   Class A Shares         Contractual     1.33%   December 21, 2015  February 28, 2017
   Class C Shares         Contractual     2.08%   December 21, 2015  February 28, 2017
   Class R Shares         Contractual     1.58%   December 21, 2015  February 28, 2017
   Class R5 Shares        Contractual     1.08%   December 21, 2015  February 28, 2017
   Class R6 Shares        Contractual     1.08%   December 21, 2015  February 28, 2017
   Class Y Shares         Contractual     1.08%   December 21, 2015  February 28, 2017

Invesco International
  Core Equity Fund
   Class A Shares         Contractual     1.33%     April 1, 2016     March 31, 2017
   Class B Shares         Contractual     2.08%     April 1, 2016     March 31, 2017
   Class C Shares         Contractual     2.08%     April 1, 2016     March 31, 2017
   Class R Shares         Contractual     1.58%     April 1, 2016     March 31, 2017
   Class R5 Shares        Contractual     1.08%     April 1, 2016     March 31, 2017
   Class R6 Shares        Contractual     1.08%     April 1, 2016     March 31, 2017
   Class Y Shares         Contractual     1.08%     April 1, 2016     March 31, 2017
   Investor Class Shares  Contractual     1.33%     April 1, 2016     March 31, 2017
</TABLE>

See page 17 for footnotes to Exhibit A.

                                       9

<PAGE>

<TABLE>
<CAPTION>
                          CONTRACTUAL/  EXPENSE   EFFECTIVE DATE OF     EXPIRATION
FUND                       VOLUNTARY   LIMITATION   CURRENT LIMIT          DATE
----                      ------------ ---------- ------------------ -----------------
<S>                       <C>          <C>        <C>                <C>
Invesco International
  Growth Fund
   Class A Shares         Contractual    2.25%       July 1, 2013      June 30, 2017
   Class B Shares         Contractual    3.00%       July 1, 2013      June 30, 2017
   Class C Shares         Contractual    3.00%       July 1, 2013      June 30, 2017
   Class R Shares         Contractual    2.50%       July 1, 2013      June 30, 2017
   Class R5 Shares        Contractual    2.00%       July 1, 2013      June 30, 2017
   Class R6 Shares        Contractual    2.00%       July 1, 2013      June 30, 2017
   Class Y Shares         Contractual    2.00%       July 1, 2013      June 30, 2017

Invesco Select
  Opportunities Fund
   Class A Shares         Contractual    1.51%      August 1, 2012   February 28, 2017
   Class C Shares         Contractual    2.26%      August 1, 2012   February 28, 2017
   Class R Shares         Contractual    1.76%      August 1, 2012   February 28, 2017
   Class R5 Shares        Contractual    1.26%      August 1, 2012   February 28, 2017
   Class R6 Shares        Contractual    1.26%    September 24, 2012 February 28, 2017
   Class Y Shares         Contractual    1.26%      August 1, 2012   February 28, 2017
</TABLE>

                AIM INVESTMENT FUNDS (INVESCO INVESTMENT FUNDS)

<TABLE>
<CAPTION>
                          CONTRACTUAL/  EXPENSE   EFFECTIVE DATE OF     EXPIRATION
FUND                       VOLUNTARY   LIMITATION   CURRENT LIMIT          DATE
----                      ------------ ---------- ------------------ -----------------
<S>                       <C>          <C>        <C>                <C>
Invesco All Cap Market
  Neutral Fund
   Class A Shares         Contractual    1.62%    December 17, 2013  February 28, 2017
   Class C Shares         Contractual    2.37%    December 17, 2013  February 28, 2017
   Class R Shares         Contractual    1.87%    December 17, 2013  February 28, 2017
   Class R5 Shares        Contractual    1.37%    December 17, 2013  February 28, 2017
   Class R6 Shares        Contractual    1.37%    December 17, 2013  February 28, 2017
   Class Y Shares         Contractual    1.37%    December 17, 2013  February 28, 2017

Invesco Balanced-Risk
  Allocation Fund/3/
   Class A Shares         Contractual    2.00%       July 1, 2012      June 30. 2017
   Class B Shares         Contractual    2.75%       July 1, 2012      June 30, 2017
   Class C Shares         Contractual    2.75%       July 1, 2012      June 30, 2017
   Class R Shares         Contractual    2.25%       July 1, 2012      June 30, 2017
   Class R5 Shares        Contractual    1.75%       July 1, 2012      June 30, 2017
   Class R6 Shares        Contractual    1.75%    September 24, 2012   June 30, 2017
   Class Y Shares         Contractual    1.75%       July 1, 2012      June 30, 2017

Invesco Balanced-Risk
  Commodity Strategy
  Fund/4/
   Class A Shares         Contractual    2.00%       July 1, 2014      June 30. 2017
   Class B Shares         Contractual    2.75%       July 1, 2014      June 30, 2017
   Class C Shares         Contractual    2.75%       July 1, 2014      June 30, 2017
   Class R Shares         Contractual    2.25%       July 1, 2014      June 30, 2017
   Class R5 Shares        Contractual    1.75%       July 1, 2014      June 30, 2017
   Class R6 Shares        Contractual    1.75%       July 1, 2014      June 30, 2017
   Class Y Shares         Contractual    1.75%       July 1, 2014      June 30, 2017

Invesco Developing
  Markets Fund
   Class A Shares         Contractual    2.25%       July 1, 2012      June 30. 2017
   Class B Shares         Contractual    3.00%       July 1, 2012      June 30, 2017
   Class C Shares         Contractual    3.00%       July 1, 2012      June 30, 2017
   Class R5 Shares        Contractual    2.00%       July 1, 2012      June 30, 2017
   Class R6 Shares        Contractual    2.00%    September 24, 2012   June 30, 2017
   Class Y Shares         Contractual    2.00%       July 1, 2012      June 30, 2017
</TABLE>

See page 17 for footnotes to Exhibit A.

                                      10

<PAGE>

<TABLE>
<CAPTION>
                          CONTRACTUAL/  EXPENSE   EFFECTIVE DATE OF     EXPIRATION
FUND                       VOLUNTARY   LIMITATION   CURRENT LIMIT          DATE
----                      ------------ ---------- ------------------ -----------------
<S>                       <C>          <C>        <C>                <C>
Invesco Emerging Markets Equity Fund
   Class A Shares         Contractual    1.54%      April 1, 2016     March 31, 2017
   Class C Shares         Contractual    2.29%      April 1, 2016     March 31, 2017
   Class R Shares         Contractual    1.79%      April 1, 2016     March 31, 2017
   Class R5 Shares        Contractual    1.29%      April 1, 2016     March 31, 2017
   Class R6 Shares        Contractual    1.29%      April 1, 2016     March 31, 2017
   Class Y Shares         Contractual    1.29%      April 1, 2016     March 31, 2017

Invesco Emerging Market Local Currency Debt Fund
   Class A Shares         Contractual    1.24%      June 14, 2010    February 28, 2017
   Class B Shares         Contractual    1.99%      June 14, 2010    February 28, 2017
   Class C Shares         Contractual    1.99%      June 14, 2010    February 28, 2017
   Class R Shares         Contractual    1.49%      June 14, 2010    February 28, 2017
   Class Y Shares         Contractual    0.99%      June 14, 2010    February 28, 2017
   Class R5 Shares        Contractual    0.99%      June 14, 2010    February 28, 2017
   Class R6 Shares        Contractual    0.99%    September 24, 2012 February 28, 2017

Invesco Endeavor Fund
   Class A Shares         Contractual    2.00%       July 1, 2009      June 30. 2017
   Class B Shares         Contractual    2.75%       July 1, 2009      June 30, 2017
   Class C Shares         Contractual    2.75%       July 1, 2009      June 30, 2017
   Class R Shares         Contractual    2.25%       July 1, 2009      June 30, 2017
   Class R5 Shares        Contractual    1.75%       July 1, 2009      June 30, 2017
   Class R6 Shares        Contractual    1.75%    September 24, 2012   June 30, 2017
   Class Y Shares         Contractual    1.75%       July 1, 2009      June 30, 2017

Invesco Global Health Care Fund
   Class A Shares         Contractual    2.00%       July 1, 2012      June 30. 2017
   Class B Shares         Contractual    2.75%       July 1, 2012      June 30, 2017
   Class C Shares         Contractual    2.75%       July 1, 2012      June 30, 2017
   Class Y Shares         Contractual    1.75%       July 1, 2012      June 30, 2017
   Investor Class Shares  Contractual    2.00%       July 1, 2012      June 30, 2017

Invesco Global Infrastructure Fund
   Class A Shares         Contractual    1.40%       May 2, 2014     February 28, 2017
   Class C Shares         Contractual    2.15%       May 2, 2014     February 28, 2017
   Class R Shares         Contractual    1.65%       May 2, 2014     February 28, 2017
   Class Y Shares         Contractual    1.15%       May 2, 2014     February 28, 2017
   Class R5 Shares        Contractual    1.15%       May 2, 2014     February 28, 2017
   Class R6 Shares        Contractual    1.15%       May 2, 2014     February 28, 2017

Invesco Global Markets Strategy Fund/5/
   Class A Shares         Contractual    1.65%      March 1, 2016    February 28, 2017
   Class C Shares         Contractual    2.40%      March 1, 2016    February 28, 2017
   Class R Shares         Contractual    1.90%      March 1, 2016    February 28, 2017
   Class R5 Shares        Contractual    1.40%      March 1, 2016    February 28, 2017
   Class R6 Shares        Contractual    1.40%      March 1, 2016    February 28, 2017
   Class Y Shares         Contractual    1.40%      March 1, 2016    February 28, 2017

Invesco Global Market Neutral Fund
   Class A Shares         Contractual    1.62%    December 17, 2013  February 28, 2017
   Class C Shares         Contractual    2.37%    December 17, 2013  February 28, 2017
   Class R Shares         Contractual    1.87%    December 17, 2013  February 28, 2017
   Class R5 Shares        Contractual    1.37%    December 17, 2013  February 28, 2017
   Class R6 Shares        Contractual    1.37%    December 17, 2013  February 28, 2017
   Class Y Shares         Contractual    1.37%    December 17, 2013  February 28, 2017
</TABLE>

See page 17 for footnotes to Exhibit A.

                                      11

<PAGE>

<TABLE>
<CAPTION>
                          CONTRACTUAL/  EXPENSE   EFFECTIVE DATE OF     EXPIRATION
FUND                       VOLUNTARY   LIMITATION   CURRENT LIMIT          DATE
----                      ------------ ---------- ------------------ -----------------
<S>                       <C>          <C>        <C>                <C>
Invesco Global Targeted
  Returns Fund/6/
   Class A Shares         Contractual    1.65%      March 1, 2016    February 28, 2017
   Class C Shares         Contractual    2.40%      March 1, 2016    February 28, 2017
   Class R Shares         Contractual    1.90%      March 1, 2016    February 28, 2017
   Class R5 Shares        Contractual    1.40%      March 1, 2016    February 28, 2017
   Class R6 Shares        Contractual    1.40%      March 1, 2016    February 28, 2017
   Class Y Shares         Contractual    1.40%      March 1, 2016    February 28, 2017

Invesco Greater China
  Fund
   Class A Shares         Contractual    2.25%       July 1, 2009      June 30, 2017
   Class B Shares         Contractual    3.00%       July 1, 2009      June 30, 2017
   Class C Shares         Contractual    3.00%       July 1, 2009      June 30, 2017
   Class R5 Shares        Contractual    2.00%       July 1, 2009      June 30, 2017
   Class Y Shares         Contractual    2.00%       July 1, 2009      June 30, 2017

Invesco International
  Total Return Fund
   Class A Shares         Contractual    1.10%      March 31, 2006   February 28, 2017
   Class B Shares         Contractual    1.85%      March 31, 2006   February 28, 2017
   Class C Shares         Contractual    1.85%      March 31, 2006   February 28, 2017
   Class R5 Shares        Contractual    0.85%     October 3, 2008   February 28, 2017
   Class R6 Shares        Contractual    0.85%    September 24, 2012 February 28, 2017
   Class Y Shares         Contractual    0.85%      March 31, 2006   February 28, 2017

Invesco Long/Short
  Equity Fund
   Class A Shares         Contractual    1.87%    December 17, 2013  February 28, 2017
   Class C Shares         Contractual    2.62%    December 17, 2013  February 28, 2017
   Class R Shares         Contractual    2.12%    December 17, 2013  February 28, 2017
   Class R5 Shares        Contractual    1.62%    December 17, 2013  February 28, 2017
   Class R6 Shares        Contractual    1.62%    December 17, 2013  February 28, 2017
   Class Y Shares         Contractual    1.62%    December 17, 2013  February 28, 2017

Invesco Low Volatility
  Emerging Markets Fund
   Class A Shares         Contractual    1.72%    December 17, 2013  February 28, 2017
   Class C Shares         Contractual    2.47%    December 17, 2013  February 28, 2017
   Class R Shares         Contractual    1.97%    December 17, 2013  February 28, 2017
   Class R5 Shares        Contractual    1.47%    December 17, 2013  February 28, 2017
   Class R6 Shares        Contractual    1.47%    December 17, 2013  February 28, 2017
   Class Y Shares         Contractual    1.47%    December 17, 2013  February 28, 2017

Invesco MLP Fund
   Class A Shares         Contractual    1.50%     August 29, 2014   February 28, 2017
   Class C Shares         Contractual    2.25%     August 29, 2014   February 28, 2017
   Class R Shares         Contractual    1.75%     August 29, 2014   February 28, 2017
   Class R5 Shares        Contractual    1.25%     August 29, 2014   February 28, 2017
   Class R6 Shares        Contractual    1.25%     August 29, 2014   February 28, 2017
   Class Y Shares         Contractual    1.25%     August 29, 2014   February 28, 2017

Invesco Macro
  International Equity
  Fund
   Class A Shares         Contractual    1.43%    December 17, 2013  February 28, 2017
   Class C Shares         Contractual    2.18%    December 17, 2013  February 28, 2017
   Class R Shares         Contractual    1.68%    December 17, 2013  February 28, 2017
   Class R5 Shares        Contractual    1.18%    December 17, 2013  February 28, 2017
   Class R6 Shares        Contractual    1.18%    December 17, 2013  February 28, 2017
   Class Y Shares         Contractual    1.18%    December 17, 2013  February 28, 2017

Invesco Macro Long/Short
  Fund
   Class A Shares         Contractual    1.87%    December 17, 2013  February 28, 2017
   Class C Shares         Contractual    2.62%    December 17, 2013  February 28, 2017
   Class R Shares         Contractual    2.12%    December 17, 2013  February 28, 2017
   Class R5 Shares        Contractual    1.62%    December 17, 2013  February 28, 2017
   Class R6 Shares        Contractual    1.62%    December 17, 2013  February 28, 2017
   Class Y Shares         Contractual    1.62%    December 17, 2013  February 28, 2017
</TABLE>

See page 17 for footnotes to Exhibit A.

                                      12

<PAGE>

<TABLE>
<CAPTION>
                     CONTRACTUAL/       EXPENSE         EFFECTIVE DATE OF    EXPIRATION
FUND                  VOLUNTARY        LIMITATION         CURRENT LIMIT         DATE
----                 ------------ --------------------- ----------------- -----------------
<S>                  <C>          <C>                   <C>               <C>
Invesco Pacific
  Growth Fund
   Class A Shares    Contractual         2.25%            July 1, 2012      June 30. 2017
   Class B Shares    Contractual         3.00%            July 1, 2012      June 30, 2017
   Class C Shares    Contractual         3.00%            July 1, 2012      June 30, 2017
   Class R Shares    Contractual         2.50%            July 1, 2012      June 30, 2017
   Class R5 Shares   Contractual         2.00%            July 1, 2012      June 30, 2017
   Class Y Shares    Contractual         2.00%            July 1, 2012      June 30, 2017

Invesco Premium
  Income Fund
   Class A Shares    Contractual         1.05%           March 1, 2015    February 28, 2017
   Class C Shares    Contractual         1.80%           March 1, 2015    February 28, 2017
   Class R Shares    Contractual         1.30%           March 1, 2015    February 28, 2017
   Class R5 Shares   Contractual         0.80%           March 1, 2015    February 28, 2017
   Class R6 Shares   Contractual         0.80%           March 1, 2015    February 28, 2017
   Class Y Shares    Contractual         0.80%           March 1, 2015    February 28, 2017

Invesco Select
  Companies Fund
   Class A Shares    Contractual         2.00%            July 1, 2009      June 30. 2017
   Class B Shares    Contractual         2.75%            July 1, 2009      June 30, 2017
   Class C Shares    Contractual         2.75%            July 1, 2009      June 30, 2017
   Class R Shares    Contractual         2.25%            July 1, 2009      June 30, 2017
   Class R5 Shares   Contractual         1.75%            July 1, 2009      June 30, 2017
   Class Y Shares    Contractual         1.75%            July 1, 2009      June 30, 2017

Invesco Strategic
  Income Fund
   Class A Shares    Contractual  0.85% less net AFFE*    May 2, 2014     February 28, 2017
   Class C Shares    Contractual  1.60% less net AFFE*    May 2, 2014     February 28, 2017
   Class R Shares    Contractual  1.10% less net AFFE*    May 2, 2014     February 28, 2017
   Class Y Shares    Contractual  0.60% less net AFFE*    May 2, 2014     February 28, 2017
   Class R5 Shares   Contractual  0.60% less net AFFE*    May 2, 2014     February 28, 2017
   Class R6 Shares   Contractual  0.60% less net AFFE*    May 2, 2014     February 28, 2017

Invesco
  Unconstrained
  Bond Fund
   Class A Shares    Contractual  1.04% less net AFFE*  October 14, 2014  February 28, 2017
   Class C Shares    Contractual  1.79% less net AFFE*  October 14, 2014  February 28, 2017
   Class R Shares    Contractual  1.29% less net AFFE*  October 14, 2014  February 28, 2017
   Class Y Shares    Contractual  0.79% less net AFFE*  October 14, 2014  February 28, 2017
   Class R5 Shares   Contractual  0.79% less net AFFE*  October 14, 2014  February 28, 2017
   Class R6 Shares   Contractual  0.79% less net AFFE*  October 14, 2014  February 28, 2017
</TABLE>

     AIM INVESTMENT SECURITIES FUNDS (INVESCO INVESTMENT SECURITIES FUNDS)

<TABLE>
<CAPTION>
                                   CONTRACTUAL/  EXPENSE   EFFECTIVE DATE OF   EXPIRATION
FUND                                VOLUNTARY   LIMITATION   CURRENT LIMIT        DATE
----                               ------------ ---------- ------------------ -------------
<S>                                <C>          <C>        <C>                <C>
Invesco Corporate Bond Fund
   Class A Shares                  Contractual     1.50%      July 1, 2012    June 30, 2017
   Class B Shares                  Contractual     2.25%      July 1, 2012    June 30, 2017
   Class C Shares                  Contractual     2.25%      July 1, 2012    June 30, 2017
   Class R Shares                  Contractual     1.75%      July 1, 2012    June 30, 2017
   Class R5 Shares                 Contractual     1.25%      July 1, 2012    June 30, 2017
   Class R6 Shares                 Contractual     1.25%   September 24, 2012 June 30, 2017
   Class Y Shares                  Contractual     1.25%      July 1, 2012    June 30, 2017

Invesco Global Real Estate Fund
   Class A Shares                  Contractual     2.00%      July 1, 2009    June 30, 2017
   Class B Shares                  Contractual     2.75%      July 1, 2009    June 30, 2017
   Class C Shares                  Contractual     2.75%      July 1, 2009    June 30, 2017
   Class R Shares                  Contractual     2.25%      July 1, 2009    June 30, 2017
   Class R5 Shares                 Contractual     1.75%      July 1, 2009    June 30, 2017
   Class R6 Shares                 Contractual     1.75%   September 24, 2012 June 30, 2017
   Class Y Shares                  Contractual     1.75%      July 1, 2009    June 30, 2017
</TABLE>

See page 17 for footnotes to Exhibit A.

                                      13

<PAGE>

<TABLE>
<CAPTION>
                                 CONTRACTUAL/  EXPENSE    EFFECTIVE DATE OF   EXPIRATION
FUND                              VOLUNTARY   LIMITATION    CURRENT LIMIT        DATE
----                             ------------ ----------  ------------------ -------------
<S>                              <C>          <C>         <C>                <C>
Invesco High Yield Fund
   Class A Shares                Contractual     1.50%       July 1, 2013    June 30, 2017
   Class B Shares                Contractual     2.25%       July 1, 2013    June 30, 2017
   Class C Shares                Contractual     2.25%       July 1, 2013    June 30, 2017
   Class R5 Shares               Contractual     1.25%       July 1, 2013    June 30, 2017
   Class R6 Shares               Contractual     1.25%       July 1, 2013    June 30, 2017
   Class Y Shares                Contractual     1.25%       July 1, 2013    June 30, 2017
   Investor Class Shares         Contractual     1.50%       July 1, 2013    June 30, 2017

Invesco Short Duration
  Inflation Protected Fund
   Class A Shares                Contractual     0.55%    December 31, 2015  June 30, 2017
   Class A2 Shares               Contractual     0.45%    December 31, 2015  June 30, 2017
   Class R5 Shares               Contractual     0.30%    December 31, 2015  June 30, 2017
   Class R6 Shares               Contractual     0.30%    December 31, 2015  June 30, 2017
   Class Y Shares                Contractual     0.30%    December 31, 2015  June 30, 2017

Invesco Real Estate Fund
   Class A Shares                Contractual     2.00%       July 1, 2012    June 30, 2017
   Class B Shares                Contractual     2.75%       July 1, 2012    June 30, 2017
   Class C Shares                Contractual     2.75%       July 1, 2012    June 30, 2017
   Class R Shares                Contractual     2.25%       July 1, 2012    June 30, 2017
   Class R5 Shares               Contractual     1.75%       July 1, 2012    June 30, 2017
   Class R6 Shares               Contractual     1.75%    September 24, 2012 June 30, 2017
   Class Y Shares                Contractual     1.75%       July 1, 2012    June 30, 2017
   Investor Class Shares         Contractual     2.00%       July 1, 2012    June 30, 2017

Invesco Short Term Bond Fund
   Class A Shares                Contractual     1.40%       July 1, 2013    June 30, 2017
   Class C Shares                Contractual     1.75%/2/    July 1, 2013    June 30, 2017
   Class R Shares                Contractual     1.75%       July 1, 2013    June 30, 2017
   Class R5 Shares               Contractual     1.25%       July 1, 2013    June 30, 2017
   Class R6 Shares               Contractual     1.25%       July 1, 2013    June 30, 2017
   Class Y Shares                Contractual     1.25%       July 1, 2013    June 30, 2017

Invesco U.S. Government Fund
   Class A Shares                Contractual     1.50%       July 1, 2012    June 30, 2017
   Class B Shares                Contractual     2.25%       July 1, 2012    June 30, 2017
   Class C Shares                Contractual     2.25%       July 1, 2012    June 30, 2017
   Class R Shares                Contractual     1.75%       July 1, 2012    June 30, 2017
   Class R5 Shares               Contractual     1.25%       July 1, 2012    June 30, 2017
   Class Y Shares                Contractual     1.25%       July 1, 2012    June 30, 2017
   Investor Class Shares         Contractual     1.50%       July 1, 2012    June 30, 2017
</TABLE>

                    AIM SECTOR FUNDS (INVESCO SECTOR FUNDS)

<TABLE>
<CAPTION>
                                 CONTRACTUAL/  EXPENSE   EFFECTIVE DATE OF   EXPIRATION
FUND                              VOLUNTARY   LIMITATION   CURRENT LIMIT        DATE
----                             ------------ ---------- ------------------ -------------
<S>                              <C>          <C>        <C>                <C>
Invesco American Value Fund
   Class A Shares                Contractual     2.00%      July 1, 2013    June 30, 2017
   Class B Shares                Contractual     2.75%      July 1, 2013    June 30, 2017
   Class C Shares                Contractual     2.75%      July 1, 2013    June 30, 2017
   Class R Shares                Contractual     2.25%      July 1, 2013    June 30, 2017
   Class R5 Shares               Contractual     1.75%      July 1, 2013    June 30, 2017
   Class R6 Shares               Contractual     1.75%      July 1, 2013    June 30, 2017
   Class Y Shares                Contractual     1.75%      July 1, 2013    June 30, 2017

Invesco Comstock Fund
   Class A Shares                Contractual     2.00%      July 1, 2012    June 30, 2017
   Class B Shares                Contractual     2.75%      July 1, 2012    June 30, 2017
   Class C Shares                Contractual     2.75%      July 1, 2012    June 30, 2017
   Class R Shares                Contractual     2.25%      July 1, 2012    June 30, 2017
   Class R5 Shares               Contractual     1.75%      July 1, 2012    June 30, 2017
   Class R6 Shares               Contractual     1.75%   September 24, 2012 June 30, 2017
   Class Y Shares                Contractual     1.75%      July 1, 2012    June 30, 2017
</TABLE>

See page 17 for footnotes to Exhibit A.

                                      14

<PAGE>

<TABLE>
<CAPTION>
                                     CONTRACTUAL/  EXPENSE   EFFECTIVE DATE OF   EXPIRATION
FUND                                  VOLUNTARY   LIMITATION   CURRENT LIMIT        DATE
----                                 ------------ ---------- ----------------- ---------------
<S>                                  <C>          <C>        <C>               <C>
Invesco Energy Fund
   Class A Shares                    Contractual     2.00%     July 1, 2009     June 30, 2017
   Class B Shares                    Contractual     2.75%     July 1, 2009     June 30, 2017
   Class C Shares                    Contractual     2.75%     July 1, 2009     June 30, 2017
   Class R5 Shares                   Contractual     1.75%     July 1, 2009     June 30, 2017
   Class Y Shares                    Contractual     1.75%     July 1, 2009     June 30, 2017
   Investor Class Shares             Contractual     2.00%     July 1, 2009     June 30, 2017

Invesco Dividend Income Fund
   Class A Shares                    Contractual     1.14%   September 1, 2014 August 31, 2016
   Class B Shares                    Contractual     1.89%   September 1, 2014 August 31, 2016
   Class C Shares                    Contractual     1.89%   September 1, 2014 August 31, 2016
   Class R5 Shares                   Contractual     0.89%   September 1, 2014 August 31, 2016
   Class R6 Shares                   Contractual     0.89%   September 1, 2014 August 31, 2016
   Class Y Shares                    Contractual     0.89%   September 1, 2014 August 31, 2016
   Investor Class Shares             Contractual     1.14%   September 1, 2014 August 31, 2016

Invesco Dividend Income Fund
   Class A Shares                    Contractual     2.00%   September 1, 2016  June 30, 2017
   Class B Shares                    Contractual     2.75%   September 1, 2016  June 30, 2017
   Class C Shares                    Contractual     2.75%   September 1, 2016  June 30, 2017
   Class R5 Shares                   Contractual     1.75%   September 1, 2016  June 30, 2017
   Class R6 Shares                   Contractual     1.75%   September 1, 2016  June 30, 2017
   Class Y Shares                    Contractual     1.75%   September 1, 2016  June 30, 2017
   Investor Class Shares             Contractual     2.00%   September 1, 2016  June 30, 2017

Invesco Gold & Precious Metals Fund
   Class A Shares                    Contractual     2.00%     July 1, 2009     June 30, 2017
   Class B Shares                    Contractual     2.75%     July 1, 2009     June 30, 2017
   Class C Shares                    Contractual     2.75%     July 1, 2009     June 30, 2017
   Class Y Shares                    Contractual     1.75%     July 1, 2009     June 30, 2017
   Investor Class Shares             Contractual     2.00%     July 1, 2009     June 30, 2017

Invesco Mid Cap Growth Fund
   Class A Shares                    Contractual     2.00%    August 1, 2015    June 30, 2017
   Class B Shares                    Contractual     2.75%    August 1, 2015    June 30, 2017
   Class C Shares                    Contractual     2.75%    August 1, 2015    June 30, 2017
   Class R Shares                    Contractual     2.25%    August 1, 2015    June 30, 2017
   Class R5 Shares                   Contractual     1.75%    August 1, 2015    June 30, 2017
   Class R6 Shares                   Contractual     1.75%    August 1, 2015    June 30, 2017
   Class Y Shares                    Contractual     1.75%    August 1, 2015    June 30, 2017

Invesco Small Cap Value Fund
   Class A Shares                    Contractual     2.00%     July 1, 2012     June 30, 2017
   Class B Shares                    Contractual     2.75%     July 1, 2012     June 30, 2017
   Class C Shares                    Contractual     2.75%     July 1, 2012     June 30, 2017
   Class Y Shares                    Contractual     1.75%     July 1, 2012     June 30, 2017

Invesco Technology Fund
   Class A Shares                    Contractual     2.00%     July 1, 2012     June 30, 2017
   Class B Shares                    Contractual     2.75%     July 1, 2012     June 30, 2017
   Class C Shares                    Contractual     2.75%     July 1, 2012     June 30, 2017
   Class R5 Shares                   Contractual     1.75%     July 1, 2012     June 30, 2017
   Class Y Shares                    Contractual     1.75%     July 1, 2012     June 30, 2017
   Investor Class Shares             Contractual     2.00%     July 1, 2012     June 30, 2017

Invesco Technology Sector Fund
   Class A Shares                    Contractual     2.00%   February 12, 2010  June 30, 2017
   Class B Shares                    Contractual     2.75%   February 12, 2010  June 30, 2017
   Class C Shares                    Contractual     2.75%   February 12, 2010  June 30, 2017
   Class Y Shares                    Contractual     1.75%   February 12, 2010  June 30, 2017
</TABLE>

See page 17 for footnotes to Exhibit A.

                                      15

<PAGE>

<TABLE>
<CAPTION>
                        CONTRACTUAL/  EXPENSE   EFFECTIVE DATE OF  EXPIRATION
FUND                     VOLUNTARY   LIMITATION   CURRENT LIMIT       DATE
----                    ------------ ---------- ----------------- -------------
<S>                     <C>          <C>        <C>               <C>
Invesco Value
  Opportunities Fund
   Class A Shares       Contractual     2.00%     July 1, 2012    June 30, 2017
   Class B Shares       Contractual     2.75%     July 1, 2012    June 30, 2017
   Class C Shares       Contractual     2.75%     July 1, 2012    June 30, 2017
   Class R Shares       Contractual     2.25%     July 1, 2012    June 30, 2017
   Class R5 Shares      Contractual     1.75%     July 1, 2012    June 30, 2017
   Class Y Shares       Contractual     1.75%     July 1, 2012    June 30, 2017
</TABLE>

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

<TABLE>
<CAPTION>
                        CONTRACTUAL/  EXPENSE   EFFECTIVE DATE OF  EXPIRATION
FUND                     VOLUNTARY   LIMITATION   CURRENT LIMIT       DATE
----                    ------------ ---------- ----------------- -------------
<S>                     <C>          <C>        <C>               <C>
Invesco High Yield
  Municipal Fund
   Class A Shares       Contractual     1.50%     July 1, 2012    June 30, 2017
   Class B Shares       Contractual     2.25%     July 1, 2012    June 30, 2017
   Class C Shares       Contractual     2.25%     July 1, 2012    June 30, 2017
   Class R5 Shares      Contractual     1.25%     July 1, 2012    June 30, 2017
   Class Y Shares       Contractual     1.25%     July 1, 2012    June 30, 2017

Invesco Intermediate
  Term Municipal
  Income Fund
   Class A Shares       Contractual     0.84%     July 1, 2016    June 30, 2017
   Class B Shares       Contractual     1.59%     July 1, 2016    June 30, 2017
   Class C Shares       Contractual     1.59%     July 1, 2016    June 30, 2017
   Class Y Shares       Contractual     0.59%     July 1, 2016    June 30, 2017

Invesco Municipal
  Income Fund
   Class A Shares       Contractual     1.50%     July 1, 2013    June 30, 2017
   Class B Shares       Contractual     2.25%     July 1, 2013    June 30, 2017
   Class C Shares       Contractual     2.25%     July 1, 2013    June 30, 2017
   Class Y Shares       Contractual     1.25%     July 1, 2013    June 30, 2017
   Investor Class       Contractual     1.50%     July 15, 2013   June 30, 2017

Invesco New York Tax
  Free Income Fund
   Class A Shares       Contractual     1.50%     July 1, 2012    June 30, 2017
   Class B Shares       Contractual     2.25%     July 1, 2012    June 30, 2017
   Class C Shares       Contractual     2.25%     July 1, 2012    June 30, 2017
   Class Y Shares       Contractual     1.25%     July 1, 2012    June 30, 2017

Invesco Limited Term
  Municipal Income Fund
   Class A Shares       Contractual     1.50%     July 1, 2012    June 30, 2017
   Class A2 Shares      Contractual     1.25%     July 1, 2012    June 30, 2017
   Class C Shares       Contractual     2.25%     June 30, 2013   June 30, 2017
   Class R5 Shares      Contractual     1.25%     July 1, 2012    June 30, 2017
   Class Y Shares       Contractual     1.25%     July 1, 2012    June 30, 2017
</TABLE>

                           INVESCO MANAGEMENT TRUST

<TABLE>
<CAPTION>
                     CONTRACTUAL/  EXPENSE   EFFECTIVE DATE OF    EXPIRATION
FUND                  VOLUNTARY   LIMITATION   CURRENT LIMIT         DATE
----                 ------------ ---------- ----------------- -----------------
<S>                  <C>          <C>        <C>               <C>
Invesco
  Conservative
  Income Fund
  Institutional
   Class             Contractual     0.28%     July 1, 2014    December 31, 2016
</TABLE>

See page 17 for footnotes to Exhibit A.

                                      16

<PAGE>

                           INVESCO SECURITIES TRUST

<TABLE>
<CAPTION>
                     CONTRACTUAL/  EXPENSE   EFFECTIVE DATE OF    EXPIRATION
FUND                  VOLUNTARY   LIMITATION   CURRENT LIMIT         DATE
----                 ------------ ---------- ----------------- -----------------
<S>                  <C>          <C>        <C>               <C>
Invesco
  Balanced-Risk
  Aggressive
  Allocation Fund    Contractual     1.15%   January 16, 2013  February 28, 2017
</TABLE>

*    ACQUIRED FUND FEES AND EXPENSES ("AFFE") WILL BE CALCULATED AS OF THE
     FUND'S FISCAL YEAR END ACCORDING TO INSTRUCTION 3(F) OF ITEM 3 OF
     FORM N-1A. "NET AFFE" WILL BE CALCULATED BY SUBTRACTING ANY WAIVERS BY
     INVESCO ASSOCIATED WITH INVESTMENTS IN AFFILIATED FUNDS, SUCH AS
     INVESTMENTS IN AFFILIATED MONEY MARKET FUNDS, FROM THE AFFE CALCULATED IN
     ACCORDANCE WITH THE PRECEDING SENTENCE. FOR CLARITY, THE NET AFFE
     CALCULATED AS OF THE FUND'S FISCAL YEAR END WILL BE USED THROUGHOUT THE
     WAIVER PERIOD IN ESTABLISHING THE FUND'S WAIVER AMOUNT, REGARDLESS OF
     WHETHER ACTUAL AFFE IS MORE OR LESS DURING THE WAIVER PERIOD.
/1/  The total operating expenses of any class of shares established after the
     date of this Memorandum of Agreement will be limited to the amount
     established for Class A Shares plus the difference between the new class
     12b-1 rate and the Class A 12b-1 rate.
/2/  The expense limit shown is the expense limit after Rule 12b-1 fee waivers
     by Invesco Distributors, Inc.
/3/  Includes waived fees or reimbursed expenses that Invesco receives from
     Invesco Cayman Commodity Fund I, Ltd.
/4/  Includes waived fees or reimbursed expenses that Invesco receives from
     Invesco Cayman Commodity Fund III, Ltd.
/5/  Includes waived fees or reimbursed expenses that Invesco receives from
     Invesco Cayman Commodity Fund V, Ltd.
/6/  Includes waived fees or reimbursed expenses that Invesco receives from
     Invesco Cayman Commodity Fund VII, Ltd.

                                      17

<PAGE>

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

                         SHORT-TERM INVESTMENTS TRUST

<TABLE>
<CAPTION>
                                    CONTRACTUAL/  EXPENSE   EFFECTIVE DATE OF    EXPIRATION
FUND                                 VOLUNTARY   LIMITATION   CURRENT LIMIT         DATE
----                                ------------ ---------- ----------------- -----------------
<S>                                 <C>          <C>        <C>               <C>
Government & Agency Portfolio
   Cash Management Class            Contractual     0.26%     June 1, 2016    December 31, 2016
   Corporate Class                  Contractual     0.21%     June 1, 2016    December 31, 2016
   Institutional Class              Contractual     0.18%     June 1, 2016    December 31, 2016
   Personal Investment Class        Contractual     0.73%     June 1, 2016    December 31, 2016
   Private Investment Class         Contractual     0.48%     June 1, 2016    December 31, 2016
   Reserve Class                    Contractual     1.05%     June 1, 2016    December 31, 2016
   Resource Class                   Contractual     0.34%     June 1, 2016    December 31, 2016

Government TaxAdvantage Portfolio
   Cash Management Class            Contractual     0.26%     June 1, 2016    December 31, 2016
   Corporate Class                  Contractual     0.21%     June 1, 2016    December 31, 2016
   Institutional Class              Contractual     0.18%     June 1, 2016    December 31, 2016
   Personal Investment Class        Contractual     0.73%     June 1, 2016    December 31, 2016
   Private Investment Class         Contractual     0.43%     June 1, 2016    December 31, 2016
   Reserve Class                    Contractual     1.05%     June 1, 2016    December 31, 2016
   Resource Class                   Contractual     0.34%     June 1, 2016    December 31, 2016

Liquid Assets Portfolio
   Cash Management Class            Contractual     0.26%     June 1, 2016    December 31, 2016
   Corporate Class                  Contractual     0.21%     June 1, 2016    December 31, 2016
   Institutional Class              Contractual     0.18%     June 1, 2016    December 31, 2016
   Personal Investment Class        Contractual     0.73%     June 1, 2016    December 31, 2016
   Private Investment Class         Contractual     0.48%     June 1, 2016    December 31, 2016
   Reserve Class                    Contractual     1.05%     June 1, 2016    December 31, 2016
   Resource Class                   Contractual     0.38%     June 1, 2016    December 31, 2016

STIC Prime Portfolio
   Cash Management Class            Contractual     0.26%     June 1, 2016    December 31, 2016
   Corporate Class                  Contractual     0.21%     June 1, 2016    December 31, 2016
   Institutional Class              Contractual     0.18%     June 1, 2016    December 31, 2016
   Personal Investment Class        Contractual     0.73%     June 1, 2016    December 31, 2016
   Private Investment Class         Contractual     0.48%     June 1, 2016    December 31, 2016
   Reserve Class                    Contractual     1.05%     June 1, 2016    December 31, 2016
   Resource Class                   Contractual     0.34%     June 1, 2016    December 31, 2016

Tax-Free Cash Reserve Portfolio/2/
   Cash Management Class            Contractual     0.28%     June 1, 2016    December 31, 2016
   Corporate Class                  Contractual     0.23%     June 1, 2016    December 31, 2016
   Institutional Class              Contractual     0.20%     June 1, 2016    December 31, 2016
   Personal Investment Class        Contractual     0.75%     June 1, 2016    December 31, 2016
   Private Investment Class         Contractual     0.45%     June 1, 2016    December 31, 2016
   Reserve Class                    Contractual     1.07%     June 1, 2016    December 31, 2016
   Resource Class                   Contractual     0.36%     June 1, 2016    December 31, 2016

Treasury Portfolio
   Cash Management Class            Contractual     0.26%     June 1, 2016    December 31, 2016
   Corporate Class                  Contractual     0.21%     June 1, 2016    December 31, 2016
   Institutional Class              Contractual     0.18%     June 1, 2016    December 31, 2016
   Personal Investment Class        Contractual     0.73%     June 1, 2016    December 31, 2016
   Private Investment Class         Contractual     0.48%     June 1, 2016    December 31, 2016
   Reserve Class                    Contractual     1.05%     June 1, 2016    December 31, 2016
   Resource Class                   Contractual     0.34%     June 1, 2016    December 31, 2016
</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 limitation also excludes Trustees' fees and federal
     registration expenses.

                                      18

<PAGE>

                    EXHIBIT "C" - VARIABLE INSURANCE FUNDS

        AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)

<TABLE>
<CAPTION>
                                               CONTRACTUAL/       EXPENSE         EFFECTIVE DATE OF   EXPIRATION
FUND                                            VOLUNTARY        LIMITATION         CURRENT LIMIT        DATE
----                                           ------------ --------------------- ----------------- --------------
<S>                                            <C>          <C>                   <C>               <C>
Invesco V.I. American Franchise Fund
   Series I Shares                             Contractual         2.00%            July 1, 2014    June 30, 2017
   Series II Shares                            Contractual         2.25%            July 1, 2014    June 30, 2017

Invesco V.I. American Value Fund
   Series I Shares                             Contractual         2.00%            July 1, 2012    June 30, 2017
   Series II Shares                            Contractual         2.25%            July 1, 2012    June 30, 2017

Invesco V.I. Balanced-Risk Allocation Fund/1/
   Series I Shares                             Contractual  0.80% less net AFFE*    May 1, 2014     April 30, 2017
   Series II Shares                            Contractual  1.05% less net AFFE*    May 1, 2014     April 30, 2017

Invesco V.I. Comstock Fund
   Series I Shares                             Contractual         0.78%            May 1, 2013     April 30, 2017
   Series II Shares                            Contractual         1.03%            May 1, 2013     April 30, 2017

Invesco V.I. Core Equity Fund
   Series I Shares                             Contractual         2.00%            May 1, 2013     June 30, 2017
   Series II Shares                            Contractual         2.25%            May 1, 2013     June 30, 2017

Invesco V.I. Core Plus Bond Fund
   Series I Shares                             Contractual         0.61%           April 30, 2015   April 30, 2017
   Series II Shares                            Contractual         0.86%           April 30, 2015   April 30, 2017

Invesco V.I. Diversified Dividend Fund
   Series I Shares                             Contractual         2.00%            May 1, 2013     June 30, 2017
   Series II Shares                            Contractual         2.25%            May 1, 2013     June 30, 2017

Invesco V.I. Equally-Weighted S&P 500 Fund
   Series I Shares                             Contractual         2.00%            July 1, 2012    June 30, 2017
   Series II Shares                            Contractual         2.25%            July 1, 2012    June 30, 2017

Invesco V.I. Equity and Income Fund
   Series I Shares                             Contractual         1.50%            July 1, 2012    June 30, 2017
   Series II Shares                            Contractual         1.75%            July 1, 2012    June 30, 2017

Invesco V.I. Global Core Equity Fund
   Series I Shares                             Contractual         2.25%            July 1, 2012    June 30, 2017
   Series II Shares                            Contractual         2.50%            July 1, 2012    June 30, 2017

Invesco V.I. Global Health Care Fund
   Series I Shares                             Contractual         2.00%            May 1. 2013     June 30, 2017
   Series II Shares                            Contractual         2.25%            May 1, 2013     June 30, 2017

Invesco V.I. Global Real Estate Fund
   Series I Shares                             Contractual         2.00%            May 1. 2013     June 30, 2017
   Series II Shares                            Contractual         2.25%            May 1, 2013     June 30, 2017
</TABLE>

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

                                      19

<PAGE>

<TABLE>
<CAPTION>
                                           CONTRACTUAL/  EXPENSE   EFFECTIVE DATE OF   EXPIRATION
FUND                                        VOLUNTARY   LIMITATION   CURRENT LIMIT        DATE
----                                       ------------ ---------- ----------------- --------------
<S>                                        <C>          <C>        <C>               <C>
Invesco V.I. Government Money Market Fund
   Series I Shares                         Contractual     1.50%     May 1, 2013     June 30, 2017
   Series II Shares                        Contractual     1.75%     May 1, 2013     June 30, 2017

Invesco V.I. Government Securities Fund
   Series I Shares                         Contractual     1.50%     May 1, 2013     June 30, 2017
   Series II Shares                        Contractual     1.75%     May 1, 2013     June 30, 2017

Invesco V.I. Growth and Income Fund
   Series I Shares                         Contractual     0.78%     May 1. 2013     April 30, 2017
   Series II Shares                        Contractual     1.03%     May 1, 2013     April 30, 2017

Invesco V.I. High Yield Fund
   Series I Shares                         Contractual     1.50%     May 1, 2014     June 30, 2017
   Series II Shares                        Contractual     1.75%     May 1, 2014     June 30, 2017

Invesco V.I. International Growth Fund
   Series I Shares                         Contractual     2.25%     July 1, 2012    June 30, 2017
   Series II Shares                        Contractual     2.50%     July 1, 2012    June 30, 2017

Invesco V.I. Managed Volatility Fund
   Series I Shares                         Contractual     2.00%     May 1, 2015     June 30, 2017
   Series II Shares                        Contractual     2.25%     May 1, 2015     June 30, 2017

Invesco V.I. Mid Cap Core Equity Fund
   Series I Shares                         Contractual     2.00%     May 1. 2013     June 30, 2017
   Series II Shares                        Contractual     2.25%     May 1, 2013     June 30, 2017

Invesco V.I. Mid Cap Growth Fund
   Series I Shares                         Contractual     2.00%     July 1, 2014    June 30, 2017
   Series II Shares                        Contractual     2.25%     July 1, 2014    June 30, 2017

Invesco V.I. S&P 500 Index Fund
   Series I Shares                         Contractual     2.00%     July 1, 2012    June 30, 2017
   Series II Shares                        Contractual     2.25%     July 1, 2012    June 30, 2017

Invesco V.I. Small Cap Equity Fund
   Series I Shares                         Contractual     2.00%     May 1. 2013     June 30, 2017
   Series II Shares                        Contractual     2.25%     May 1, 2013     June 30, 2017

Invesco V.I. Technology Fund
   Series I Shares                         Contractual     2.00%     May 1. 2013     June 30, 2017
   Series II Shares                        Contractual     2.25%     May 1, 2013     June 30, 2017

Invesco V.I. Value Opportunities Fund
   Series I Shares                         Contractual     2.00%     May 1. 2013     June 30, 2017
   Series II Shares                        Contractual     2.25%     May 1, 2013     June 30, 2017
</TABLE>

* ACQUIRED FUND FEES AND EXPENSES ("AFFE") WILL BE CALCULATED AS OF THE FUND'S
  FISCAL YEAR END ACCORDING TO INSTRUCTION 3(F) OF ITEM 3 OF FORM N-1A. "NET
  AFFE" WILL BE CALCULATED BY SUBTRACTING ANY WAIVERS BY INVESCO ASSOCIATED
  WITH INVESTMENTS IN AFFILIATED FUNDS, SUCH AS INVESTMENTS IN AFFILIATED MONEY
  MARKET FUNDS, FROM THE AFFE CALCULATED IN ACCORDANCE WITH THE PRECEDING
  SENTENCE. FOR CLARITY, THE NET AFFE CALCULATED AS OF THE FUND'S FISCAL YEAR
  END WILL BE USED THROUGHOUT THE WAIVER PERIOD IN ESTABLISHING THE FUND'S
  WAIVER AMOUNT, REGARDLESS OF WHETHER ACTUAL AFFE IS MORE OR LESS DURING THE
  WAIVER PERIOD.

                                      20

<PAGE>

                        EXHIBIT "D" - CLOSED-END FUNDS

                INVESCO CALIFORNIA VALUE MUNICIPAL INCOME TRUST

                    CONTRACTUAL/   EXPENSE   EFFECTIVE DATE OF  COMMITMENT END
FUND                 VOLUNTARY    LIMITATION  CURRENT LIMIT         DATE
----                ------------  ---------- -----------------  --------------
Invesco California
  Value Municipal
  Income Trust       Voluntary      0.83%      July 1, 2016          N/A

                    INVESCO QUALITY MUNICIPAL INCOME TRUST

                    CONTRACTUAL/   EXPENSE   EFFECTIVE DATE OF  COMMITMENT END
FUND                 VOLUNTARY    LIMITATION  CURRENT LIMIT         DATE
----                ------------  ---------- -----------------  --------------
Invesco Quality
  Municipal Income
  Trust              Voluntary      0.71%      July 1, 2016          N/A

                                      21
</TEXT>
</DOCUMENT>
