<SEC-DOCUMENT>0001193125-16-751855.txt : 20161028
<SEC-HEADER>0001193125-16-751855.hdr.sgml : 20161028
<ACCEPTANCE-DATETIME>20161028172157
ACCESSION NUMBER:		0001193125-16-751855
CONFORMED SUBMISSION TYPE:	NSAR-A
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20160831
FILED AS OF DATE:		20161028
DATE AS OF CHANGE:		20161028
EFFECTIVENESS DATE:		20161028

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Invesco Municipal Trust
		CENTRAL INDEX KEY:			0000877463
		IRS NUMBER:				363779776
		STATE OF INCORPORATION:			MA
		FISCAL YEAR END:			0831

	FILING VALUES:
		FORM TYPE:		NSAR-A
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-06362
		FILM NUMBER:		161959520

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

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

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

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

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	VAN KAMPEN AMERICAN CAPITAL MUNICIPAL TRUST
		DATE OF NAME CHANGE:	19960102
</SEC-HEADER>
<DOCUMENT>
<TYPE>NSAR-A
<SEQUENCE>1
<FILENAME>d174379dnsara.fil
<DESCRIPTION>NSAR-A - VKQ
<TEXT>
      PAGE  1
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001 A000000 INVESCO MUNICIPAL TRUST
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008 A000002 Invesco Asset Management Deutschland GmbH
008 B000002 S
008 C000002 801-67712
008 D010002 Frankfurt
008 D050002 Germany
008 D060002 60313
008 A000003 Invesco Asset Management Limited
008 B000003 S
008 C000003 801-50197
008 D010003 London
008 D050003 United Kingdom
008 D060003 EC2A1AG
008 A000004 Invesco Asset Management (Japan) Ltd.
008 B000004 S
008 C000004 801-52601
008 D010004 Tokyo
008 D050004 Japan
008 D060004 105-6025
008 A000005 Invesco Hong Kong Limited
008 B000005 S
008 C000005 801-47856
008 D010005 HONG KONG
      PAGE  2
008 D050005 HONG KONG
008 A000006 Invesco Senior Secured Management, Inc.
008 B000006 S
008 C000006 801-38119
008 D010006 NEW YORK
008 D020006 NY
008 D030006 10036
008 D040006 2727
008 A000007 Invesco Canada Ltd.
008 B000007 S
008 C000007 801-62166
008 D010007 TORONTO
008 D050007 CANADA
008 D060007 M2N 6X7
010 A000001 Invesco Management Group Inc.
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010 C010001 Houston
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013 B010001 HOUSTON
013 B020001 TX
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015 B000001 C
015 C010001 BOSTON
015 C020001 MA
015 C030001 02111
015 E010001 X
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022 A000001 CITIGROUP GLOBAL MARKETS INC.
022 B000001 11-2418191
022 C000001     23632
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022 A000002 J.P. MORGAN SECURITIES LLC
022 B000002 13-4110995
022 C000002      9189
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022 B000003 13-2655998
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      PAGE  3
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022 B000004 36-3194849
022 C000004      3892
022 D000004     13915
022 A000005 BARCLAYS CAPITAL INC.
022 B000005 06-1031656
022 C000005      6713
022 D000005      8892
022 A000006 SIEBERT, BRANDFORD, SHANK & CO., L.L.C.
022 B000006 13-3932653
022 C000006         0
022 D000006     15152
022 A000007 BANC OF AMERICA SECURITIES LLC
022 B000007 56-2058405
022 C000007     12928
022 D000007         0
022 A000008 GOLDMAN, SACHS & CO.
022 B000008 13-5108880
022 C000008     10690
022 D000008         0
022 A000009 JEFFERIES & COMPANY, INC.
022 B000009 95-2622900
022 C000009         0
022 D000009      1362
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022 B000010 36-4164012
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      PAGE  9
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SIGNATURE   KELLI GALLEGOS
TITLE       VICE PRESIDNET & ASSISTANT TREASURER

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77C
<SEQUENCE>2
<FILENAME>d174379dex9977c.txt
<DESCRIPTION>EX-99.77C
<TEXT>
<PAGE>

                                                                   Sub-Item 77C

              SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

                            INVESCO MUNICIPAL TRUST

A Joint Annual Meeting ("Meeting") of Shareholders of Invesco Municipal Trust
(the "Fund") was held on August 26, 2016. The Meeting was held for the
following purposes:

(1). Election of Trustees by Common Shareholders and Preferred Shareholders
     voting together as a single class.

(2). Election of Trustees by Preferred Shareholders voting as a separate class.

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

                                               Votes     Votes
              Matters                           For     Withheld
              -------                        ---------- ---------
              (1). Albert R. Dowden......... 48,386,405 1,882,721
                   Eli Jones................ 48,667,845 1,601,281
                   Raymond Stickel, Jr...... 48,437,793 1,831,333

              (2). Prema Mathai-Davis.......      2,628         0
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1E
<SEQUENCE>3
<FILENAME>d174379dex9977q1e.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 HIGH INCOME TRUST II
(INVESCO 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 FUNDS) INVESCO PENNSYLVANIA VALUE MUNICIPAL
AIM TAX-EXEMPT FUNDS (INVESCO           INCOME TRUST
TAX-EXEMPT FUNDS)                       INVESCO QUALITY MUNICIPAL INCOME TRUST
AIM TREASURER'S SERIES TRUST (INVESCO   INVESCO SECURITIES TRUST
TREASURER'S SERIES TRUST)               INVESCO SENIOR INCOME TRUST
AIM VARIABLE INSURANCE FUNDS (INVESCO   INVESCO TRUST FOR INVESTMENT GRADE
VARIABLE INSURANCE FUNDS)               MUNICIPALS
INVESCO ADVANTAGE MUNICIPAL INCOME      INVESCO TRUST FOR INVESTMENT GRADE
TRUST II                                NEW YORK MUNICIPALS
                                        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 Return    Invesco will waive
  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 Fund       advisory fees in an
                                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 Income Fund    Invesco will waive
                                advisory fees in an
                                amount equal to the
                                advisory fees earned
                                   on underlying
                               affiliated investments     5/2/2014    06/30/2018

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

Premier Tax-Exempt Portfolio     Invesco will waive
                                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.
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
