<SEC-DOCUMENT>0001193125-15-155378.txt : 20150429
<SEC-HEADER>0001193125-15-155378.hdr.sgml : 20150429
<ACCEPTANCE-DATETIME>20150429115859
ACCESSION NUMBER:		0001193125-15-155378
CONFORMED SUBMISSION TYPE:	NSAR-B
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20150228
FILED AS OF DATE:		20150429
DATE AS OF CHANGE:		20150429
EFFECTIVENESS DATE:		20150429

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Invesco California Value Municipal Income Trust
		CENTRAL INDEX KEY:			0000895531
		IRS NUMBER:				367017425
		STATE OF INCORPORATION:			MA
		FISCAL YEAR END:			1031

	FILING VALUES:
		FORM TYPE:		NSAR-B
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-07404
		FILM NUMBER:		15811019

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

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

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

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

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	VAN KAMPEN AMERICAN CAPITAL CALIFORNIA VALUE MUNIC INC TRUST
		DATE OF NAME CHANGE:	19960102
</SEC-HEADER>
<DOCUMENT>
<TYPE>NSAR-B
<SEQUENCE>1
<FILENAME>d897118dnsarb.fil
<DESCRIPTION>NSAR-B - VCV
<TEXT>
      PAGE  1
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000 I000000 6.1
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001 A000000 INVESCO CALI VALUE MUNICIPAL  INCOME TRUST
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008 D010002 Frankfurt
008 D050002 Germany
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008 D050003 United Kingdom
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      PAGE  2
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008 B000007 S
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008 D020007 NY
008 D030007 10036
008 D040007 2727
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      PAGE  3
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      PAGE  6
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      PAGE  7
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      PAGE  9
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SIGNATURE   KELLI GALLEGOS
TITLE       ASST. VP & TREASURER

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77B
<SEQUENCE>2
<FILENAME>d897118dex9977b.txt
<DESCRIPTION>EX-99.77B
<TEXT>
<PAGE>

            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

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

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

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

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

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

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

/s/ PricewaterhouseCoopers LLP
Houston, TX
April 27, 2015
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1E
<SEQUENCE>3
<FILENAME>d897118dex9977q1e.txt
<DESCRIPTION>EX-99.77Q1E
<TEXT>
<PAGE>

                                                               Sub-Item 77Q1(e)

                            MEMORANDUM OF AGREEMENT
                            (ADVISORY FEE WAIVERS)

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

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

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

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

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

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

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

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

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

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

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

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

<PAGE>

                                  EXHIBIT "B"

          AIM COUNSELOR SERIES TRUST (INVESCO COUNSELOR SERIES TRUST)

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

                    AIM EQUITY FUNDS (INVESCO EQUITY FUNDS)

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

                     AIM FUNDS GROUP (INVESCO FUNDS GROUP)

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

                   AIM GROWTH SERIES (INVESCO GROWTH SERIES)

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

      AIM INTERNATIONAL MUTUAL FUNDS (INVESCO INTERNATIONAL MUTUAL FUNDS)

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

<PAGE>

                AIM INVESTMENT FUNDS (INVESCO INVESTMENT FUNDS)

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

     AIM INVESTMENT SECURITIES FUNDS (INVESCO INVESTMENT SECURITIES FUNDS)

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

--------
/1/  Advisory fees to be waived by Invesco for Invesco Balanced-Risk Allocation
     Fund also include advisory fees that Invesco receives on the Uninvested
     Cash from the Affiliated Money Market Fund in which Invesco Cayman
     Commodity Fund I, Ltd. invests.
/2/  Advisory fees to be waived by Invesco for Invesco Balanced-Risk Commodity
     Strategy Fund also include advisory fees that Invesco receives on the
     Uninvested Cash from the Affiliated Money Market Fund in which Invesco
     Cayman Commodity Fund III, Ltd. invests.
/3/  Advisory fees to be waived by Invesco for Invesco Global Markets Strategy
     Fund also include advisory fees that Invesco receives on the Uninvested
     Cash from the Affiliated Money Market Fund in which Invesco Cayman
     Commodity Fund V, Ltd. invests.
/4/  Advisory fees to be waived by Invesco for Invesco Global Targeted Returns
     Fund also include advisory fees that Invesco receives on the Uninvested
     Cash from the Affiliated Money Market Fund in which Invesco Cayman
     Commodity Fund VII, Ltd. invests.

<PAGE>

                    AIM SECTOR FUNDS (INVESCO SECTOR FUNDS)

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

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

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

        AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)

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

/5/  Advisory fees to be waived by Invesco for Invesco V.I. Balanced-Risk
     Allocation Fund also include advisory fees that Invesco receives on the
     Uninvested Cash from the Affiliated Money Market Fund in which Invesco
     Cayman Commodity Fund IV, Ltd. invests.

<PAGE>

                           INVESCO SECURITIES TRUST

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

                           INVESCO MANAGEMENT TRUST

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

                               CLOSED-END FUNDS

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

<PAGE>

                                                               Sub-Item 77Q1(e)

                            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 High Income Trust II, Invesco Management Trust, Invesco Municipal
Income Opportunities Trust, Invesco Quality Municipal Income Trust, Invesco
Securities Trust, Invesco Trust for Investment Grade New York Municipals,
Invesco Value Municipal Income Trust and Short-Term Investments Trust (each a
"Trust" or, collectively, the "Trusts"), on behalf of the funds listed on the
Exhibits to this Memorandum of Agreement (the "Funds"), and Invesco Advisers,
Inc. ("Invesco"). Invesco shall and hereby agrees to waive fees or reimburse
expenses of each Fund, on behalf of its respective classes as applicable,
severally and not jointly, as indicated in the attached Exhibits.

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

   For the Contractual Limits (listed in Exhibits A - D), Invesco agrees until
at least the expiration date set forth on the attached Exhibits A - D (the
"Expiration Date") that Invesco will waive its fees or reimburse expenses to
the extent that expenses of a class of a Fund (excluding (i) interest;
(ii) taxes; (iii) dividend expense on short sales; (iv) extraordinary or
non-routine items, including litigation expenses; and (v) expenses that each
Fund has incurred but did not actually pay because of an expense offset
arrangement, if applicable) exceed the rate, on an annualized basis, set forth
on the Exhibits of the average daily net assets allocable to such class.
Acquired fund fees and expenses are not fees or expenses incurred by a fund
directly but are expenses of the investment companies in which a fund invests.
These fees and expenses are incurred indirectly through the valuation of a
fund's investment in these investment companies. Acquired fund fees and
expenses are required to be disclosed and included in the total annual fund
operating expenses in the prospectus fee table. As a result, the net total
annual fund operating expenses shown in the prospectus fee table may exceed the
expense limits reflected in Exhibits A--D. With regard to the Contractual
Limits, the Board of Trustees of the Trust and Invesco may terminate or modify
this Memorandum of Agreement prior to the Expiration Date only by mutual
written consent. Invesco will not have any right to reimbursement of any amount
so waived or reimbursed.

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

<PAGE>

execution and delivery by such officer shall be deemed to have been made by any
of them individually or to impose any liability on any of them personally, but
shall bind only the assets and property of the Funds, as provided in each
Trust's Agreement and Declaration of Trust.

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

       AIM COUNSELOR SERIES TRUST (INVESCO COUNSELOR SERIES TRUST)
       AIM EQUITY FUNDS (INVESCO EQUITY FUNDS)
       AIM FUNDS GROUP (INVESCO FUNDS GROUP)
       AIM GROWTH SERIES (INVESCO GROWTH SERIES)
       AIM INTERNATIONAL MUTUAL FUNDS (INVESCO INTERNATIONAL MUTUAL FUNDS)
       AIM INVESTMENT FUNDS (INVESCO INVESTMENT FUNDS)
       AIM INVESTMENT SECURITIES FUNDS (INVESCO INVESTMENT SECURITIES FUNDS)
       AIM SECTOR FUNDS (INVESCO SECTOR FUNDS)
       AIM TAX-EXEMPT FUNDS (INVESCO TAX-EXEMPT FUNDS)
       AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)
       INVESCO CALIFORNIA VALUE MUNICIPAL INCOME TRUST
       INVESCO HIGH INCOME TRUST II
       INVESCO MANAGEMENT TRUST
       INVESCO MUNICIPAL INCOME OPPORTUNITIES TRUST
       INVESCO QUALITY MUNICIPAL INCOME TRUST
       INVESCO SECURITIES TRUST
       INVESCO TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS
       INVESCO VALUE MUNICIPAL INCOME TRUST
       SHORT-TERM INVESTMENTS TRUST

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

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

       INVESCO ADVISERS, INC.

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

                                       2

<PAGE>

                                                         as of December 3, 2014


                         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, 2015
   Class B Shares                        Contractual     2.75%      July 1, 2013      June 30, 2015
   Class C Shares                        Contractual     2.75%      July 1, 2013      June 30, 2015
   Class R Shares                        Contractual     2.25%      July 1, 2013      June 30, 2015
   Class R5 Shares                       Contractual     1.75%      July 1, 2013      June 30, 2015
   Class R6 Shares                       Contractual     1.75%      July 1, 2013      June 30, 2015
   Class Y Shares                        Contractual     1.75%      July 1, 2013      June 30, 2015
Invesco California Tax-Free Income Fund
   Class A Shares                        Contractual     1.50%      July 1, 2012      June 30, 2015
   Class B Shares                        Contractual     2.00%      July 1, 2012      June 30, 2015
   Class C Shares                        Contractual     2.00%      July 1, 2012      June 30, 2015
   Class Y Shares                        Contractual     1.25%      July 1, 2012      June 30, 2015
Invesco Core Plus Bond Fund
   Class A Shares                        Contractual     0.84%    January 1, 2014   December 31, 2014
   Class B Shares                        Contractual     1.59%    January 1, 2014   December 31, 2014
   Class C Shares                        Contractual     1.59%    January 1, 2014   December 31, 2014
   Class R Shares                        Contractual     1.09%    January 1, 2014   December 31, 2014
   Class R5 Shares                       Contractual     0.59%    January 1, 2014   December 31, 2014
   Class R6 Shares                       Contractual     0.59%    January 1, 2014   December 31, 2014
   Class Y Shares                        Contractual     0.59%    January 1, 2014   December 31, 2014
Invesco Core Plus Bond Fund
   Class A Shares                        Contractual     0.86%    January 1, 2015   December 31, 2015
   Class B Shares                        Contractual     1.61%    January 1, 2015   December 31, 2015
   Class C Shares                        Contractual     1.61%    January 1, 2015   December 31, 2015
   Class R Shares                        Contractual     1.11%    January 1, 2015   December 31, 2015
   Class R5 Shares                       Contractual     0.61%    January 1, 2015   December 31, 2015
   Class R6 Shares                       Contractual     0.61%    January 1, 2015   December 31, 2015
   Class Y Shares                        Contractual     0.61%    January 1, 2015   December 31, 2015
Invesco Equally-Weighted S&P 500 Fund
   Class A Shares                        Contractual     2.00%      July 1, 2012      June 30, 2015
   Class B Shares                        Contractual     2.75%      July 1, 2012      June 30, 2015
   Class C Shares                        Contractual     2.75%      July 1, 2012      June 30, 2015
   Class R Shares                        Contractual     2.25%      July 1, 2012      June 30, 2015
   Class R6 Shares                       Contractual     1.75%   September 24, 2012   June 30, 2015
   Class Y Shares                        Contractual     1.75%      July 1, 2012      June 30, 2015
Invesco Equity and Income Fund
   Class A Shares                        Contractual     1.50%      July 1, 2012      June 30, 2015
   Class B Shares                        Contractual     2.25%      July 1, 2012      June 30, 2015
   Class C Shares                        Contractual     2.25%      July 1, 2012      June 30, 2015
   Class R Shares                        Contractual     1.75%      July 1, 2012      June 30, 2015
   Class R5 Shares                       Contractual     1.25%      July 1, 2012      June 30, 2015
   Class R6 Shares                       Contractual     1.25%   September 24, 2012   June 30, 2015
   Class Y Shares                        Contractual     1.25%      July 1, 2012      June 30, 2015
Invesco Floating Rate Fund
   Class A Shares                        Contractual     1.50%     April 14, 2006     June 30, 2015
   Class C Shares                        Contractual     2.00%     April 14, 2006     June 30, 2015
   Class R Shares                        Contractual     1.75%     April 14, 2006     June 30, 2015
   Class R5 Shares                       Contractual     1.25%     April 14, 2006     June 30, 2015
   Class R6 Shares                       Contractual     1.25%   September 24, 2012   June 30, 2015
   Class Y Shares                        Contractual     1.25%    October 3, 2008     June 30, 2015
</TABLE>

See page 16 for footnotes to Exhibit A.

                                       3

<PAGE>

                                                         as of December 3, 2014

<TABLE>
<CAPTION>
                                           CONTRACTUAL/       EXPENSE        EFFECTIVE DATE OF     EXPIRATION
FUND                                        VOLUNTARY        LIMITATION        CURRENT LIMIT          DATE
----                                       ------------ -------------------- ------------------ -----------------
<S>                                        <C>          <C>                  <C>                <C>
Invesco Global Real Estate Income Fund
   Class A Shares                          Contractual         2.00%            July 1, 2009      June 30, 2015
   Class B Shares                          Contractual         2.75%            July 1, 2009      June 30, 2015
   Class C Shares                          Contractual         2.75%            July 1, 2009      June 30, 2015
   Class R5 Shares                         Contractual         1.75%            July 1, 2009      June 30, 2015
   Class R6 Shares                         Contractual         1.75%         September 24, 2012   June 30, 2015
   Class Y Shares                          Contractual         1.75%            July 1, 2009      June 30, 2015
Invesco Growth and Income Fund
   Class A Shares                          Contractual         2.00%            July 1, 2012      June 30, 2015
   Class B Shares                          Contractual         2.75%            July 1, 2012      June 30, 2015
   Class C Shares                          Contractual         2.75%            July 1, 2012      June 30, 2015
   Class R Shares                          Contractual         2.25%            July 1, 2012      June 30, 2015
   Class R5 Shares                         Contractual         1.75%            July 1, 2012      June 30, 2015
   Class R6 Shares                         Contractual         1.75%         September 24, 2012   June 30, 2015
   Class Y Shares                          Contractual         1.75%            July 1, 2012      June 30, 2015
Invesco Low Volatility Equity Yield Fund
   Class A Shares                          Contractual         2.00%            July 1, 2012      June 30, 2015
   Class B Shares                          Contractual         2.75%            July 1, 2012      June 30, 2015
   Class C Shares                          Contractual         2.75%            July 1, 2012      June 30, 2015
   Class R Shares                          Contractual         2.25%            July 1, 2012      June 30, 2015
   Class R5 Shares                         Contractual         1.75%            July 1, 2012      June 30, 2015
   Class Y Shares                          Contractual         1.75%            July 1, 2012      June 30, 2015
   Investor Class Shares                   Contractual         2.00%            July 1, 2012      June 30, 2015
Invesco Pennsylvania Tax Free Income Fund
   Class A Shares                          Contractual         1.50%            July 1, 2012      June 30, 2015
   Class B Shares                          Contractual         2.25%            July 1, 2012      June 30, 2015
   Class C Shares                          Contractual         2.25%            July 1, 2012      June 30, 2015
   Class Y Shares                          Contractual         1.25%            July 1, 2012      June 30, 2015
Invesco S&P 500 Index Fund
   Class A Shares                          Contractual         2.00%            July 1, 2012      June 30, 2015
   Class B Shares                          Contractual         2.75%            July 1, 2012      June 30, 2015
   Class C Shares                          Contractual         2.75%            July 1, 2012      June 30, 2015
   Class Y Shares                          Contractual         1.75%            July 1, 2012      June 30, 2015
Invesco Small Cap Discovery Fund
   Class A Shares                          Contractual         2.00%            July 1, 2012      June 30, 2015
   Class B Shares                          Contractual         2.75%            July 1, 2012      June 30, 2015
   Class C Shares                          Contractual         2.75%            July 1, 2012      June 30, 2015
   Class R5 Shares                         Contractual         1.75%         September 24, 2012   June 30, 2015
   Class R6 Shares                         Contractual         1.75%         September 24, 2012   June 30, 2015
   Class Y Shares                          Contractual         1.75%            July 1, 2012      June 30, 2015
Invesco Strategic Real Return Fund
   Class A Shares                          Contractual  0.82% less net AFFE*   April 30, 2014   December 31, 2015
   Class C Shares                          Contractual  1.57% less net AFFE*   April 30, 2014   December 31, 2015
   Class R Shares                          Contractual  1.07% less net AFFE*   April 30, 2014   December 31, 2015
   Class R5 Shares                         Contractual  0.57% less net AFFE*   April 30, 2014   December 31, 2015
   Class R6 Shares                         Contractual  0.57% less net AFFE*   April 30, 2014   December 31, 2015
   Class Y Shares                          Contractual  0.57% less net AFFE*   April 30, 2014   December 31, 2015
</TABLE>

See page 16 for footnotes to Exhibit A.

                                       4

<PAGE>

                                                         as of December 3, 2014


                    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, 2015
   Class B Shares                  Contractual     2.75%      July 1, 2009    June 30, 2015
   Class C Shares                  Contractual     2.75%      July 1, 2009    June 30, 2015
   Class R Shares                  Contractual     2.25%      July 1, 2009    June 30, 2015
   Class R5 Shares                 Contractual     1.75%      July 1, 2009    June 30, 2015
   Class R6 Shares                 Contractual     1.75%   September 24, 2012 June 30, 2015
   Class S Shares                  Contractual     1.90%   September 25, 2009 June 30, 2015
   Class Y Shares                  Contractual     1.75%      July 1, 2009    June 30, 2015
Invesco Diversified Dividend Fund
   Class A Shares                  Contractual     2.00%      July 1, 2013    June 30, 2015
   Class B Shares                  Contractual     2.75%      July 1, 2013    June 30, 2015
   Class C Shares                  Contractual     2.75%      July 1, 2013    June 30, 2015
   Class R Shares                  Contractual     2.25%      July 1, 2013    June 30, 2015
   Class R5 Shares                 Contractual     1.75%      July 1, 2013    June 30, 2015
   Class R6 Shares                 Contractual     1.75%      July 1, 2013    June 30, 2015
   Class Y Shares                  Contractual     1.75%      July 1, 2013    June 30, 2015
   Investor Class Shares           Contractual     2.00%      July 1, 2013    June 30, 2015
Invesco Summit Fund
   Class A Shares                  Contractual     2.00%      July 1, 2009    June 30, 2015
   Class B Shares                  Contractual     2.75%      July 1, 2009    June 30, 2015
   Class C Shares                  Contractual     2.75%      July 1, 2009    June 30, 2015
   Class P Shares                  Contractual     1.85%      July 1, 2009    June 30, 2015
   Class R5 Shares                 Contractual     1.75%      July 1, 2009    June 30, 2015
   Class S Shares                  Contractual     1.90%   September 25, 2009 June 30, 2015
   Class Y Shares                  Contractual     1.75%      July 1, 2009    June 30, 2015
</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, 2015
   Class B Shares                         Contractual     3.00%      July 1, 2009    June 30, 2015
   Class C Shares                         Contractual     3.00%      July 1, 2009    June 30, 2015
   Class Y Shares                         Contractual     2.00%      July 1, 2009    June 30, 2015
Invesco Global Core Equity Fund
   Class A Shares                         Contractual     2.25%      July 1, 2013    June 30, 2015
   Class B Shares                         Contractual     3.00%      July 1, 2013    June 30, 2015
   Class C Shares                         Contractual     3.00%      July 1, 2013    June 30, 2015
   Class R Shares                         Contractual     2.50%      July 1, 2013    June 30, 2015
   Class R5 Shares                        Contractual     2.00%      July 1, 2013    June 30, 2015
   Class Y Shares                         Contractual     2.00%      July 1, 2013    June 30, 2015
Invesco International Small Company Fund
   Class A Shares                         Contractual     2.25%      July 1, 2009    June 30, 2015
   Class B Shares                         Contractual     3.00%      July 1, 2009    June 30, 2015
   Class C Shares                         Contractual     3.00%      July 1, 2009    June 30, 2015
   Class R5 Shares                        Contractual     2.00%      July 1, 2009    June 30, 2015
   Class R6 Shares                        Contractual     2.00%   September 24, 2012 June 30, 2015
   Class Y Shares                         Contractual     2.00%      July 1, 2009    June 30, 2015
</TABLE>

See page 16 for footnotes to Exhibit A.

                                       5

<PAGE>

                                                         as of December 3, 2014

<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, 2015
   Class B Shares              Contractual     2.75%      July 1, 2009    June 30, 2015
   Class C Shares              Contractual     2.75%      July 1, 2009    June 30, 2015
   Class R Shares              Contractual     2.25%      July 1, 2009    June 30, 2015
   Class R5 Shares             Contractual     1.75%      July 1, 2009    June 30, 2015
   Class R6 Shares             Contractual     1.75%   September 24, 2012 June 30, 2015
   Class Y Shares              Contractual     1.75%      July 1, 2009    June 30, 2015
</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     0.52%    October 14, 2014  October 31, 2016
   Class C Shares                           Contractual     1.27%    October 14, 2014  October 31, 2016
   Class R Shares                           Contractual     0.77%    October 14, 2014  October 31, 2016
   Class R5 Shares                          Contractual     0.27%    October 14, 2014  October 31, 2016
   Class R6 Shares                          Contractual     0.27%    October 14, 2014  October 31, 2016
   Class Y Shares                           Contractual     0.27%    October 14, 2014  October 31, 2016
Invesco Balanced-Risk Retirement 2020 Fund
   Class A Shares                           Contractual     0.25%    November 4, 2009   April 30, 2016
   Class AX Shares                          Contractual     0.25%   February 12, 2010   April 30, 2016
   Class B Shares                           Contractual     1.00%    November 4, 2009   April 30, 2016
   Class C Shares                           Contractual     1.00%    November 4, 2009   April 30, 2016
   Class CX Shares                          Contractual     1.00%   February 12, 2010   April 30, 2016
   Class R Shares                           Contractual     0.50%    November 4, 2009   April 30, 2016
   Class R5 Shares                          Contractual     0.00%    November 4, 2009   April 30, 2016
   Class R6 Shares                          Contractual     0.00%   September 24, 2012  April 30, 2016
   Class RX Shares                          Contractual     0.50%   February 12, 2010   April 30, 2016
   Class Y Shares                           Contractual     0.00%    November 4, 2009   April 30, 2016
Invesco Balanced-Risk Retirement 2030 Fund
   Class A Shares                           Contractual     0.25%    November 4, 2009   April 30, 2016
   Class AX Shares                          Contractual     0.25%   February 12, 2010   April 30, 2016
   Class B Shares                           Contractual     1.00%    November 4, 2009   April 30, 2016
   Class C Shares                           Contractual     1.00%    November 4, 2009   April 30, 2016
   Class CX Shares                          Contractual     1.00%   February 12, 2010   April 30, 2016
   Class R Shares                           Contractual     0.50%    November 4, 2009   April 30, 2016
   Class R5 Shares                          Contractual     0.00%    November 4, 2009   April 30, 2016
   Class R6 Shares                          Contractual     0.00%   September 24, 2012  April 30, 2016
   Class RX Shares                          Contractual     0.50%   February 12, 2010   April 30, 2016
   Class Y Shares                           Contractual     0.00%    November 4, 2009   April 30, 2016
Invesco Balanced-Risk Retirement 2040 Fund
   Class A Shares                           Contractual     0.25%    November 4, 2009   April 30, 2016
   Class AX Shares                          Contractual     0.25%   February 12, 2010   April 30, 2016
   Class B Shares                           Contractual     1.00%    November 4, 2009   April 30, 2016
   Class C Shares                           Contractual     1.00%    November 4, 2009   April 30, 2016
   Class CX Shares                          Contractual     1.00%   February 12, 2010   April 30, 2016
   Class R Shares                           Contractual     0.50%    November 4, 2009   April 30, 2016
   Class R5 Shares                          Contractual     0.00%    November 4, 2009   April 30, 2016
   Class R6 Shares                          Contractual     0.00%   September 24, 2012  April 30, 2016
   Class RX Shares                          Contractual     0.50%   February 12, 2010   April 30, 2016
   Class Y Shares                           Contractual     0.00%    November 4, 2009   April 30, 2016
</TABLE>

See page 16 for footnotes to Exhibit A.

                                       6

<PAGE>

                                                         as of December 3, 2014

<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, 2016
   Class AX Shares                               Contractual     0.25%   February 12, 2010  April 30, 2016
   Class B Shares                                Contractual     1.00%    November 4, 2009  April 30, 2016
   Class C Shares                                Contractual     1.00%    November 4, 2009  April 30, 2016
   Class CX Shares                               Contractual     1.00%   February 12, 2010  April 30, 2016
   Class R Shares                                Contractual     0.50%    November 4, 2009  April 30, 2016
   Class R5 Shares                               Contractual     0.00%    November 4, 2009  April 30, 2016
   Class R6 Shares                               Contractual     0.00%   September 24, 2012 April 30, 2016
   Class RX Shares                               Contractual     0.50%   February 12, 2010  April 30, 2016
   Class Y Shares                                Contractual     0.00%    November 4, 2009  April 30, 2016
Invesco Balanced-Risk Retirement Now Fund
   Class A Shares                                Contractual     0.25%    November 4, 2009  April 30, 2016
   Class AX Shares                               Contractual     0.25%   February 12, 2010  April 30, 2016
   Class B Shares                                Contractual     1.00%    November 4, 2009  April 30, 2016
   Class C Shares                                Contractual     1.00%    November 4, 2009  April 30, 2016
   Class CX Shares                               Contractual     1.00%   February 12, 2010  April 30, 2016
   Class R Shares                                Contractual     0.50%    November 4, 2009  April 30, 2016
   Class R5 Shares                               Contractual     0.00%    November 4, 2009  April 30, 2016
   Class R6 Shares                               Contractual     0.00%   September 24, 2012 April 30, 2016
   Class RX Shares                               Contractual     0.50%   February 12, 2010  April 30, 2016
   Class Y Shares                                Contractual     0.00%    November 4, 2009  April 30, 2016
Invesco Conservative Allocation Fund
   Class A Shares                                Contractual     1.50%      July 1, 2012    June 30, 2015
   Class B Shares                                Contractual     2.25%      July 1, 2012    June 30, 2015
   Class C Shares                                Contractual     2.25%      July 1, 2012    June 30, 2015
   Class R Shares                                Contractual     1.75%      July 1, 2012    June 30, 2015
   Class R5 Shares                               Contractual     1.25%      July 1, 2012    June 30, 2015
   Class S Shares                                Contractual     1.40%      July 1, 2012    June 30, 2015
   Class Y Shares                                Contractual     1.25%      July 1, 2012    June 30, 2015
Invesco Convertible Securities Fund
   Class A Shares                                Contractual     1.50%      July 1, 2012    June 30, 2015
   Class B Shares                                Contractual     2.25%      July 1, 2012    June 30, 2015
   Class C Shares                                Contractual     2.25%      July 1, 2012    June 30, 2015
   Class R5 Shares                               Contractual     1.25%      July 1, 2012    June 30, 2015
   Class R6 Shares                               Contractual     1.25%   September 24, 2012 June 30, 2015
   Class Y Shares                                Contractual     1.25%      July 1, 2012    June 30, 2015
Invesco Global Low Volatility Equity Yield Fund
   Class A Shares                                Contractual     2.25%      July 1, 2009    June 30, 2015
   Class B Shares                                Contractual     3.00%      July 1, 2009    June 30, 2015
   Class C Shares                                Contractual     3.00%      July 1, 2009    June 30, 2015
   Class R Shares                                Contractual     2.50%      July 1, 2009    June 30, 2015
   Class R5 Shares                               Contractual     2.00%      July 1, 2009    June 30, 2015
   Class Y Shares                                Contractual     2.00%      July 1, 2009    June 30, 2015
Invesco Growth Allocation Fund
   Class A Shares                                Contractual     2.00%      July 1, 2012    June 30, 2015
   Class B Shares                                Contractual     2.75%      July 1, 2012    June 30, 2015
   Class C Shares                                Contractual     2.75%      July 1, 2012    June 30, 2015
   Class R Shares                                Contractual     2.25%      July 1, 2012    June 30, 2015
   Class R5 Shares                               Contractual     1.75%      July 1, 2012    June 30, 2015
   Class S Shares                                Contractual     1.90%      July 1, 2012    June 30, 2015
   Class Y Shares                                Contractual     1.75%      July 1, 2012    June 30, 2015
</TABLE>

See page 16 for footnotes to Exhibit A.

                                       7

<PAGE>

                                                         as of December 3, 2014

<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, 2016
   Class B Shares                      Contractual         1.00%            May 1, 2012     April 30, 2016
   Class C Shares                      Contractual         1.00%            May 1, 2012     April 30, 2016
   Class R Shares                      Contractual         0.50%            May 1, 2012     April 30, 2016
   Class R5 Shares                     Contractual         0.00%            May 1, 2012     April 30, 2016
   Class Y Shares                      Contractual         0.00%            May 1, 2012     April 30, 2016
Invesco International Allocation Fund
   Class A Shares                      Contractual         2.25%            May 1, 2012     June 30, 2015
   Class B Shares                      Contractual         3.00%            May 1, 2012     June 30, 2015
   Class C Shares                      Contractual         3.00%            May 1, 2012     June 30, 2015
   Class R Shares                      Contractual         2.50%            May 1, 2012     June 30, 2015
   Class R5 Shares                     Contractual         2.00%            May 1, 2012     June 30, 2015
   Class Y Shares                      Contractual         2.00%            May 1, 2012     June 30, 2015
Invesco Mid Cap Core Equity Fund
   Class A Shares                      Contractual         2.00%            July 1, 2009    June 30, 2015
   Class B Shares                      Contractual         2.75%            July 1, 2009    June 30, 2015
   Class C Shares                      Contractual         2.75%            July 1, 2009    June 30, 2015
   Class R Shares                      Contractual         2.25%            July 1, 2009    June 30, 2015
   Class R5 Shares                     Contractual         1.75%            July 1, 2009    June 30, 2015
   Class R6 Shares                     Contractual         1.75%         September 24, 2012 June 30, 2015
   Class Y Shares                      Contractual         1.75%            July 1, 2009    June 30, 2015
Invesco Moderate Allocation Fund
   Class A Shares                      Contractual         1.50%            July 1, 2012    June 30, 2015
   Class B Shares                      Contractual         2.25%            July 1, 2012    June 30, 2015
   Class C Shares                      Contractual         2.25%            July 1, 2012    June 30, 2015
   Class R Shares                      Contractual         1.75%            July 1, 2012    June 30, 2015
   Class R5 Shares                     Contractual         1.25%            July 1, 2012    June 30, 2015
   Class S Shares                      Contractual         1.40%            July 1, 2012    June 30, 2015
   Class Y Shares                      Contractual         1.25%            July 1, 2012    June 30, 2015
Invesco Multi-Asset Inflation Fund
   Class A Shares                      Contractual  1.36% less net AFFE*  October 14, 2014  April 30, 2016
   Class C Shares                      Contractual  2.11% less net AFFE*  October 14, 2014  April 30, 2016
   Class R Shares                      Contractual  1.61% less net AFFE*  October 14, 2014  April 30, 2016
   Class R5 Shares                     Contractual  1.11% less net AFFE*  October 14, 2014  April 30, 2016
   Class R6 Shares                     Contractual  1.11% less net AFFE*  October 14, 2014  April 30, 2016
   Class Y Shares                      Contractual  1.11% less net AFFE*  October 14, 2014  April 30, 2016
Invesco Small Cap Growth Fund
   Class A Shares                      Contractual         2.00%            July 1, 2009    June 30, 2015
   Class B Shares                      Contractual         2.75%            July 1, 2009    June 30, 2015
   Class C Shares                      Contractual         2.75%            July 1, 2009    June 30, 2015
   Class R Shares                      Contractual         2.25%            July 1, 2009    June 30, 2015
   Class R5 Shares                     Contractual         1.75%            July 1, 2009    June 30, 2015
   Class R6 Shares                     Contractual         1.75%         September 24, 2012 June 30, 2015
   Class Y Shares                      Contractual         1.75%            July 1, 2009    June 30, 2015
   Investor Class Shares               Contractual         2.00%            July 1, 2009    June 30, 2015
Invesco U.S. Mortgage Fund
   Class A Shares                      Contractual         1.50%            July 1, 2012    June 30, 2015
   Class B Shares                      Contractual         2.25%            July 1, 2012    June 30, 2015
   Class C Shares                      Contractual         2.25%            July 1, 2012    June 30, 2015
   Class R5 Shares                     Contractual         1.25%            July 1, 2012    June 30, 2015
   Class Y Shares                      Contractual         1.25%            July 1, 2012    June 30, 2015
</TABLE>

See page 16 for footnotes to Exhibit A.

                                       8

<PAGE>

                                                         as of December 3, 2014


      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, 2015
   Class B Shares                           Contractual     3.00%      July 1, 2009      June 30, 2015
   Class C Shares                           Contractual     3.00%      July 1, 2009      June 30, 2015
   Class Y Shares                           Contractual     2.00%      July 1, 2009      June 30, 2015
Invesco European Growth Fund
   Class A Shares                           Contractual     2.25%      July 1, 2009      June 30, 2015
   Class B Shares                           Contractual     3.00%      July 1, 2009      June 30. 2015
   Class C Shares                           Contractual     3.00%      July 1, 2009      June 30, 2015
   Class R Shares                           Contractual     2.50%      July 1, 2009      June 30, 2015
   Class Y Shares                           Contractual     2.00%      July 1, 2009      June 30, 2015
   Investor Class Shares                    Contractual     2.25%      July 1, 2009      June 30, 2015
Invesco Global Growth Fund
   Class A Shares                           Contractual     2.25%    January 1, 2013     June 30, 2015
   Class B Shares                           Contractual     3.00%    January 1, 2013     June 30. 2015
   Class C Shares                           Contractual     3.00%    January 1, 2013     June 30, 2015
   Class R5 Shares                          Contractual     2.00%    January 1, 2013     June 30, 2015
   Class R6 Shares                          Contractual     2.00%    January 1, 2013     June 30, 2015
   Class Y Shares                           Contractual     2.00%    January 1, 2013     June 30, 2015
Invesco Global Opportunities Fund
   Class A Shares                           Contractual     1.36%     August 1, 2012   February 29, 2016
   Class C Shares                           Contractual     2.11%     August 1, 2012   February 29, 2016
   Class R Shares                           Contractual     1.61%     August 1, 2012   February 29, 2016
   Class R5 Shares                          Contractual     1.11%     August 1, 2012   February 29, 2016
   Class R6 Shares                          Contractual     1.11%   September 24, 2012 February 29, 2016
   Class Y Shares                           Contractual     1.11%     August 1, 2012   February 29, 2016
Invesco Global Small & Mid Cap Growth Fund
   Class A Shares                           Contractual     2.25%      July 1, 2009      June 30. 2015
   Class B Shares                           Contractual     3.00%      July 1, 2009      June 30, 2015
   Class C Shares                           Contractual     3.00%      July 1, 2009      June 30, 2015
   Class R5 Shares                          Contractual     2.00%      July 1, 2009      June 30, 2015
   Class Y Shares                           Contractual     2.00%      July 1, 2009      June 30, 2015
Invesco International Core Equity Fund
   Class A Shares                           Contractual     2.25%      July 1, 2009      June 30. 2015
   Class B Shares                           Contractual     3.00%      July 1, 2009      June 30, 2015
   Class C Shares                           Contractual     3.00%      July 1, 2009      June 30, 2015
   Class R Shares                           Contractual     2.50%      July 1, 2009      June 30, 2015
   Class R5 Shares                          Contractual     2.00%      July 1, 2009      June 30, 2015
   Class R6 Shares                          Contractual     2.00%   September 24, 2012   June 30, 2015
   Class Y Shares                           Contractual     2.00%      July 1, 2009      June 30, 2015
   Investor Class Shares                    Contractual     2.25%      July 1, 2009      June 30, 2015
Invesco International Growth Fund
   Class A Shares                           Contractual     2.25%      July 1, 2013      June 30, 2015
   Class B Shares                           Contractual     3.00%      July 1, 2013      June 30, 2015
   Class C Shares                           Contractual     3.00%      July 1, 2013      June 30, 2015
   Class R Shares                           Contractual     2.50%      July 1, 2013      June 30, 2015
   Class R5 Shares                          Contractual     2.00%      July 1, 2013      June 30, 2015
   Class R6 Shares                          Contractual     2.00%      July 1, 2013      June 30, 2015
   Class Y Shares                           Contractual     2.00%      July 1, 2013      June 30, 2015
</TABLE>

See page 16 for footnotes to Exhibit A.

                                       9

<PAGE>

                                                         as of December 3, 2014

<TABLE>
<CAPTION>
                                   CONTRACTUAL/  EXPENSE   EFFECTIVE DATE OF     EXPIRATION
FUND                                VOLUNTARY   LIMITATION   CURRENT LIMIT          DATE
----                               ------------ ---------- ------------------ -----------------
<S>                                <C>          <C>        <C>                <C>
Invesco Select Opportunities Fund
   Class A Shares                  Contractual     1.51%     August 1, 2012   February 29, 2016
   Class C Shares                  Contractual     2.26%     August 1, 2012   February 29, 2016
   Class R Shares                  Contractual     1.76%     August 1, 2012   February 29, 2016
   Class R5 Shares                 Contractual     1.26%     August 1, 2012   February 29, 2016
   Class R6 Shares                 Contractual     1.26%   September 24, 2012 February 29, 2016
   Class Y Shares                  Contractual     1.26%     August 1, 2012   February 29, 2016
</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 29, 2016
   Class C Shares                                 Contractual     2.37%   December 17, 2013  February 29, 2016
   Class R Shares                                 Contractual     1.87%   December 17, 2013  February 29, 2016
   Class R5 Shares                                Contractual     1.37%   December 17, 2013  February 29, 2016
   Class R6 Shares                                Contractual     1.37%   December 17, 2013  February 29, 2016
   Class Y Shares                                 Contractual     1.37%   December 17, 2013  February 29, 2016
Invesco Balanced-Risk Allocation Fund/3/
   Class A Shares                                 Contractual     2.00%      July 1, 2012      June 30. 2015
   Class B Shares                                 Contractual     2.75%      July 1, 2012      June 30, 2015
   Class C Shares                                 Contractual     2.75%      July 1, 2012      June 30, 2015
   Class R Shares                                 Contractual     2.25%      July 1, 2012      June 30, 2015
   Class R5 Shares                                Contractual     1.75%      July 1, 2012      June 30, 2015
   Class R6 Shares                                Contractual     1.75%   September 24, 2012   June 30, 2015
   Class Y Shares                                 Contractual     1.75%      July 1, 2012      June 30, 2015
Invesco Balanced-Risk Commodity Strategy Fund/4/
   Class A Shares                                 Contractual     2.00%      July 1, 2014      June 30. 2015
   Class B Shares                                 Contractual     2.75%      July 1, 2014      June 30, 2015
   Class C Shares                                 Contractual     2.75%      July 1, 2014      June 30, 2015
   Class R Shares                                 Contractual     2.25%      July 1, 2014      June 30, 2015
   Class R5 Shares                                Contractual     1.75%      July 1, 2014      June 30, 2015
   Class R6 Shares                                Contractual     1.75%      July 1, 2014      June 30, 2015
   Class Y Shares                                 Contractual     1.75%      July 1, 2014      June 30, 2015
Invesco China Fund
   Class A Shares                                 Contractual     2.25%      July 1, 2009      June 30, 2015
   Class B Shares                                 Contractual     3.00%      July 1, 2009      June 30, 2015
   Class C Shares                                 Contractual     3.00%      July 1, 2009      June 30, 2015
   Class R5 Shares                                Contractual     2.00%      July 1, 2009      June 30, 2015
   Class Y Shares                                 Contractual     2.00%      July 1, 2009      June 30, 2015
Invesco Developing Markets Fund
   Class A Shares                                 Contractual     2.25%      July 1, 2012      June 30. 2015
   Class B Shares                                 Contractual     3.00%      July 1, 2012      June 30, 2015
   Class C Shares                                 Contractual     3.00%      July 1, 2012      June 30, 2015
   Class R5 Shares                                Contractual     2.00%      July 1, 2012      June 30, 2015
   Class R6 Shares                                Contractual     2.00%   September 24, 2012   June 30, 2015
   Class Y Shares                                 Contractual     2.00%      July 1, 2012      June 30, 2015
Invesco Emerging Markets Equity Fund
   Class A Shares                                 Contractual     1.85%      May 11, 2011    February 29, 2016
   Class C Shares                                 Contractual     2.60%      May 11, 2011    February 29, 2016
   Class R Shares                                 Contractual     2.10%      May 11, 2011    February 29, 2016
   Class R5 Shares                                Contractual     1.60%      May 11, 2011    February 29, 2016
   Class R6 Shares                                Contractual     1.60%   September 24, 2012 February 29, 2016
   Class Y Shares                                 Contractual     1.60%      May 11, 2011    February 29, 2016
</TABLE>

See page 16 for footnotes to Exhibit A.

                                      10

<PAGE>

                                                         as of December 3, 2014

<TABLE>
<CAPTION>
                                             CONTRACTUAL/       EXPENSE        EFFECTIVE DATE OF     EXPIRATION
FUND                                          VOLUNTARY        LIMITATION        CURRENT LIMIT          DATE
----                                         ------------ -------------------- ------------------ -----------------
<S>                                          <C>          <C>                  <C>                <C>
Invesco Emerging Market Local Currency Debt
  Fund
   Class A Shares                            Contractual         1.24%           June 14, 2010    February 29, 2016
   Class B Shares                            Contractual         1.99%           June 14, 2010    February 29, 2016
   Class C Shares                            Contractual         1.99%           June 14, 2010    February 29, 2016
   Class R Shares                            Contractual         1.49%           June 14, 2010    February 29, 2016
   Class Y Shares                            Contractual         0.99%           June 14, 2010    February 29, 2016
   Class R5 Shares                           Contractual         0.99%           June 14, 2010    February 29, 2016
   Class R6 Shares                           Contractual         0.99%         September 24, 2012 February 29, 2016
Invesco Endeavor Fund
   Class A Shares                            Contractual         2.00%            July 1, 2009      June 30. 2015
   Class B Shares                            Contractual         2.75%            July 1, 2009      June 30, 2015
   Class C Shares                            Contractual         2.75%            July 1, 2009      June 30, 2015
   Class R Shares                            Contractual         2.25%            July 1, 2009      June 30, 2015
   Class R5 Shares                           Contractual         1.75%            July 1, 2009      June 30, 2015
   Class R6 Shares                           Contractual         1.75%         September 24, 2012   June 30, 2015
   Class Y Shares                            Contractual         1.75%            July 1, 2009      June 30, 2015
Invesco Global Health Care Fund
   Class A Shares                            Contractual         2.00%            July 1, 2012      June 30. 2015
   Class B Shares                            Contractual         2.75%            July 1, 2012      June 30, 2015
   Class C Shares                            Contractual         2.75%            July 1, 2012      June 30, 2015
   Class Y Shares                            Contractual         1.75%            July 1, 2012      June 30, 2015
   Investor Class Shares                     Contractual         2.00%            July 1, 2012      June 30, 2015
Invesco Global Infrastructure Fund
   Class A Shares                            Contractual         1.40%            May 2, 2014     February 29, 2016
   Class C Shares                            Contractual         2.15%            May 2, 2014     February 29, 2016
   Class R Shares                            Contractual         1.65%            May 2, 2014     February 29, 2016
   Class Y Shares                            Contractual         1.15%            May 2, 2014     February 29, 2016
   Class R5 Shares                           Contractual         1.15%            May 2, 2014     February 29, 2016
   Class R6 Shares                           Contractual         1.15%            May 2, 2014     February 29, 2016
Invesco Global Markets Strategy Fund/5/
   Class A Shares                            Contractual  1.80% less net AFFE* December 17, 2013  February 29, 2016
   Class C Shares                            Contractual  2.55% less net AFFE* December 17, 2013  February 29, 2016
   Class R Shares                            Contractual  2.05% less net AFFE* December 17, 2013  February 29, 2016
   Class R5 Shares                           Contractual  1.55% less net AFFE* December 17, 2013  February 29, 2016
   Class R6 Shares                           Contractual  1.55% less net AFFE* December 17, 2013  February 29, 2016
   Class Y Shares                            Contractual  1.55% less net AFFE* December 17, 2013  February 29, 2016
Invesco Global Market Neutral Fund
   Class A Shares                            Contractual         1.62%         December 17, 2013  February 29, 2016
   Class C Shares                            Contractual         2.37%         December 17, 2013  February 29, 2016
   Class R Shares                            Contractual         1.87%         December 17, 2013  February 29, 2016
   Class R5 Shares                           Contractual         1.37%         December 17, 2013  February 29, 2016
   Class R6 Shares                           Contractual         1.37%         December 17, 2013  February 29, 2016
   Class Y Shares                            Contractual         1.37%         December 17, 2013  February 29, 2016
Invesco Global Targeted Returns Fund/6/
   Class A Shares                            Contractual  1.80% less net AFFE* December 17, 2013  February 29, 2016
   Class C Shares                            Contractual  2.55% less net AFFE* December 17, 2013  February 29, 2016
   Class R Shares                            Contractual  2.05% less net AFFE* December 17, 2013  February 29, 2016
   Class R5 Shares                           Contractual  1.55% less net AFFE* December 17, 2013  February 29, 2016
   Class R6 Shares                           Contractual  1.55% less net AFFE* December 17, 2013  February 29, 2016
   Class Y Shares                            Contractual  1.55% less net AFFE* December 17, 2013  February 29, 2016
</TABLE>

See page 16 for footnotes to Exhibit A.

                                      11

<PAGE>

                                                         as of December 3, 2014

<TABLE>
<CAPTION>
                                              CONTRACTUAL/  EXPENSE   EFFECTIVE DATE OF     EXPIRATION
FUND                                           VOLUNTARY   LIMITATION   CURRENT LIMIT          DATE
----                                          ------------ ---------- ------------------ -----------------
<S>                                           <C>          <C>        <C>                <C>
Invesco International Total Return Fund
   Class A Shares                             Contractual     1.10%     March 31, 2006   February 29, 2016
   Class B Shares                             Contractual     1.85%     March 31, 2006   February 29, 2016
   Class C Shares                             Contractual     1.85%     March 31, 2006   February 29, 2016
   Class R5 Shares                            Contractual     0.85%    October 3, 2008   February 29, 2016
   Class R6 Shares                            Contractual     0.85%   September 24, 2012 February 29, 2016
   Class Y Shares                             Contractual     0.85%     March 31, 2006   February 29, 2016
Invesco Long/Short Equity Fund
   Class A Shares                             Contractual     1.87%   December 17, 2013  February 29, 2016
   Class C Shares                             Contractual     2.62%   December 17, 2013  February 29, 2016
   Class R Shares                             Contractual     2.12%   December 17, 2013  February 29, 2016
   Class R5 Shares                            Contractual     1.62%   December 17, 2013  February 29, 2016
   Class R6 Shares                            Contractual     1.62%   December 17, 2013  February 29, 2016
   Class Y Shares                             Contractual     1.62%   December 17, 2013  February 29, 2016
Invesco Low Volatility Emerging Markets Fund
   Class A Shares                             Contractual     1.72%   December 17, 2013  February 29, 2016
   Class C Shares                             Contractual     2.47%   December 17, 2013  February 29, 2016
   Class R Shares                             Contractual     1.97%   December 17, 2013  February 29, 2016
   Class R5 Shares                            Contractual     1.47%   December 17, 2013  February 29, 2016
   Class R6 Shares                            Contractual     1.47%   December 17, 2013  February 29, 2016
   Class Y Shares                             Contractual     1.47%   December 17, 2013  February 29, 2016
Invesco MLP Fund
   Class A Shares                             Contractual     1.50%    August 29, 2014   February 29, 2016
   Class C Shares                             Contractual     2.25%    August 29, 2014   February 29, 2016
   Class R Shares                             Contractual     1.75%    August 29, 2014   February 29, 2016
   Class R5 Shares                            Contractual     1.25%    August 29, 2014   February 29, 2016
   Class R6 Shares                            Contractual     1.25%    August 29, 2014   February 29, 2016
   Class Y Shares                             Contractual     1.25%    August 29, 2014   February 29, 2016
Invesco Macro International Equity Fund
   Class A Shares                             Contractual     1.43%   December 17, 2013  February 29, 2016
   Class C Shares                             Contractual     2.18%   December 17, 2013  February 29, 2016
   Class R Shares                             Contractual     1.68%   December 17, 2013  February 29, 2016
   Class R5 Shares                            Contractual     1.18%   December 17, 2013  February 29, 2016
   Class R6 Shares                            Contractual     1.18%   December 17, 2013  February 29, 2016
   Class Y Shares                             Contractual     1.18%   December 17, 2013  February 29, 2016
Invesco Macro Long/Short Fund
   Class A Shares                             Contractual     1.87%   December 17, 2013  February 29, 2016
   Class C Shares                             Contractual     2.62%   December 17, 2013  February 29, 2016
   Class R Shares                             Contractual     2.12%   December 17, 2013  February 29, 2016
   Class R5 Shares                            Contractual     1.62%   December 17, 2013  February 29, 2016
   Class R6 Shares                            Contractual     1.62%   December 17, 2013  February 29, 2016
   Class Y Shares                             Contractual     1.62%   December 17, 2013  February 29, 2016
Invesco Pacific Growth Fund
   Class A Shares                             Contractual     2.25%      July 1, 2012      June 30. 2015
   Class B Shares                             Contractual     3.00%      July 1, 2012      June 30, 2015
   Class C Shares                             Contractual     3.00%      July 1, 2012      June 30, 2015
   Class R Shares                             Contractual     2.50%      July 1, 2012      June 30, 2015
   Class R5 Shares                            Contractual     2.00%      July 1, 2012      June 30, 2015
   Class Y Shares                             Contractual     2.00%      July 1, 2012      June 30, 2015
</TABLE>

See page 16 for footnotes to Exhibit A.

                                      12

<PAGE>

                                                         as of December 3, 2014

<TABLE>
<CAPTION>
                                 CONTRACTUAL/       EXPENSE        EFFECTIVE DATE OF     EXPIRATION
FUND                              VOLUNTARY        LIMITATION        CURRENT LIMIT          DATE
----                             ------------ -------------------- ------------------ -----------------
<S>                              <C>          <C>                  <C>                <C>
Invesco Premium Income Fund
   Class A Shares                Contractual         0.89%         December 13, 2011  February 28, 2015
   Class C Shares                Contractual         1.64%         December 13, 2011  February 28, 2015
   Class R Shares                Contractual         1.14%         December 13, 2011  February 28, 2015
   Class R5 Shares               Contractual         0.64%         December 13, 2011  February 28, 2015
   Class R6 Shares               Contractual         0.64%         September 24, 2012 February 28, 2015
   Class Y Shares                Contractual         0.64%         December 13, 2011  February 28, 2015
Invesco Premium Income Fund
   Class A Shares                Contractual         1.05%           March 1, 2015    February 29, 2016
   Class C Shares                Contractual         1.80%           March 1, 2015    February 29, 2016
   Class R Shares                Contractual         1.30%           March 1, 2015    February 29, 2016
   Class R5 Shares               Contractual         0.80%           March 1, 2015    February 29, 2016
   Class R6 Shares               Contractual         0.80%           March 1, 2015    February 29, 2016
   Class Y Shares                Contractual         0.80%           March 1, 2015    February 29, 2016
Invesco Select Companies Fund
   Class A Shares                Contractual         2.00%            July 1, 2009      June 30. 2015
   Class B Shares                Contractual         2.75%            July 1, 2009      June 30, 2015
   Class C Shares                Contractual         2.75%            July 1, 2009      June 30, 2015
   Class R Shares                Contractual         2.25%            July 1, 2009      June 30, 2015
   Class R5 Shares               Contractual         1.75%            July 1, 2009      June 30, 2015
   Class Y Shares                Contractual         1.75%            July 1, 2009      June 30, 2015
Invesco Strategic Income Fund
   Class A Shares                Contractual  0.85% less net AFFE*    May 2, 2014     February 29, 2016
   Class C Shares                Contractual  1.60% less net AFFE*    May 2, 2014     February 29, 2016
   Class R Shares                Contractual  1.10% less net AFFE*    May 2, 2014     February 29, 2016
   Class Y Shares                Contractual  0.60% less net AFFE*    May 2, 2014     February 29, 2016
   Class R5 Shares               Contractual  0.60% less net AFFE*    May 2, 2014     February 29, 2016
   Class R6 Shares               Contractual  0.60% less net AFFE*    May 2, 2014     February 29, 2016
Invesco Unconstrained Bond Fund
   Class A Shares                Contractual  1.04% less net AFFE*  October 14, 2014  February 29, 2016
   Class C Shares                Contractual  1.79% less net AFFE*  October 14, 2014  February 29, 2016
   Class R Shares                Contractual  1.29% less net AFFE*  October 14, 2014  February 29, 2016
   Class Y Shares                Contractual  0.79% less net AFFE*  October 14, 2014  February 29, 2016
   Class R5 Shares               Contractual  0.79% less net AFFE*  October 14, 2014  February 29, 2016
   Class R6 Shares               Contractual  0.79% less net AFFE*  October 14, 2014  February 29, 2016
</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, 2015
   Class B Shares                Contractual     2.25%      July 1, 2012    June 30, 2015
   Class C Shares                Contractual     2.25%      July 1, 2012    June 30, 2015
   Class R Shares                Contractual     1.75%      July 1, 2012    June 30, 2015
   Class R5 Shares               Contractual     1.25%      July 1, 2012    June 30, 2015
   Class R6 Shares               Contractual     1.25%   September 24, 2012 June 30, 2015
   Class Y Shares                Contractual     1.25%      July 1, 2012    June 30, 2015
Invesco Global Real Estate Fund
   Class A Shares                Contractual     2.00%      July 1, 2009    June 30, 2015
   Class B Shares                Contractual     2.75%      July 1, 2009    June 30, 2015
   Class C Shares                Contractual     2.75%      July 1, 2009    June 30, 2015
   Class R Shares                Contractual     2.25%      July 1, 2009    June 30, 2015
   Class R5 Shares               Contractual     1.75%      July 1, 2009    June 30, 2015
   Class R6 Shares               Contractual     1.75%   September 24, 2012 June 30, 2015
   Class Y Shares                Contractual     1.75%      July 1, 2009    June 30, 2015
</TABLE>

See page 16 for footnotes to Exhibit A.

                                      13

<PAGE>

                                                         as of December 3, 2014

<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, 2015
   Class B Shares                       Contractual      2.25%      July 1, 2013    June 30, 2015
   Class C Shares                       Contractual      2.25%      July 1, 2013    June 30, 2015
   Class R5 Shares                      Contractual      1.25%      July 1, 2013    June 30, 2015
   Class R6 Shares                      Contractual      1.25%      July 1, 2013    June 30, 2015
   Class Y Shares                       Contractual      1.25%      July 1, 2013    June 30, 2015
   Investor Class Shares                Contractual      1.50%      July 1, 2013    June 30, 2015
Invesco Limited Maturity Treasury Fund
   Class A Shares                       Contractual      1.50%      July 1, 2012    June 30, 2015
   Class A2 Shares                      Contractual      1.40%      July 1, 2012    June 30, 2015
   Class R5 Shares                      Contractual      1.25%      July 1, 2012    June 30, 2015
   Class Y Shares                       Contractual      1.25%      July 1, 2012    June 30, 2015
Invesco Real Estate Fund
   Class A Shares                       Contractual      2.00%      July 1, 2012    June 30, 2015
   Class B Shares                       Contractual      2.75%      July 1, 2012    June 30, 2015
   Class C Shares                       Contractual      2.75%      July 1, 2012    June 30, 2015
   Class R Shares                       Contractual      2.25%      July 1, 2012    June 30, 2015
   Class R5 Shares                      Contractual      1.75%      July 1, 2012    June 30, 2015
   Class R6 Shares                      Contractual      1.75%   September 24, 2012 June 30, 2015
   Class Y Shares                       Contractual      1.75%      July 1, 2012    June 30, 2015
   Investor Class Shares                Contractual      2.00%      July 1, 2012    June 30, 2015
Invesco Short Term Bond Fund
   Class A Shares                       Contractual      1.40%      July 1, 2013    June 30, 2015
   Class C Shares                       Contractual     1.75%/2/    July 1, 2013    June 30, 2015
   Class R Shares                       Contractual      1.75%      July 1, 2013    June 30, 2015
   Class R5 Shares                      Contractual      1.25%      July 1, 2013    June 30, 2015
   Class R6 Shares                      Contractual      1.25%      July 1, 2013    June 30, 2015
   Class Y Shares                       Contractual      1.25%      July 1, 2013    June 30, 2015
Invesco U.S. Government Fund
   Class A Shares                       Contractual      1.50%      July 1, 2012    June 30, 2015
   Class B Shares                       Contractual      2.25%      July 1, 2012    June 30, 2015
   Class C Shares                       Contractual      2.25%      July 1, 2012    June 30, 2015
   Class R Shares                       Contractual      1.75%      July 1, 2012    June 30, 2015
   Class R5 Shares                      Contractual      1.25%      July 1, 2012    June 30, 2015
   Class Y Shares                       Contractual      1.25%      July 1, 2012    June 30, 2015
   Investor Class Shares                Contractual      1.50%      July 1, 2012    June 30, 2015
</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, 2015
   Class B Shares            Contractual     2.75%      July 1, 2013    June 30, 2015
   Class C Shares            Contractual     2.75%      July 1, 2013    June 30, 2015
   Class R Shares            Contractual     2.25%      July 1, 2013    June 30, 2015
   Class R5 Shares           Contractual     1.75%      July 1, 2013    June 30, 2015
   Class R6 Shares           Contractual     1.75%      July 1, 2013    June 30, 2015
   Class Y Shares            Contractual     1.75%      July 1, 2013    June 30, 2015
Invesco Comstock Fund
   Class A Shares            Contractual     2.00%      July 1, 2012    June 30, 2015
   Class B Shares            Contractual     2.75%      July 1, 2012    June 30, 2015
   Class C Shares            Contractual     2.75%      July 1, 2012    June 30, 2015
   Class R Shares            Contractual     2.25%      July 1, 2012    June 30, 2015
   Class R5 Shares           Contractual     1.75%      July 1, 2012    June 30, 2015
   Class R6 Shares           Contractual     1.75%   September 24, 2012 June 30, 2015
   Class Y Shares            Contractual     1.75%      July 1, 2012    June 30, 2015
</TABLE>

See page 16 for footnotes to Exhibit A.

                                      14

<PAGE>

                                                         as of December 3, 2014

<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, 2015
   Class B Shares                    Contractual     2.75%     July 1, 2009     June 30, 2015
   Class C Shares                    Contractual     2.75%     July 1, 2009     June 30, 2015
   Class R5 Shares                   Contractual     1.75%     July 1, 2009     June 30, 2015
   Class Y Shares                    Contractual     1.75%     July 1, 2009     June 30, 2015
   Investor Class Shares             Contractual     2.00%     July 1, 2009     June 30, 2015
Invesco Dividend Income Fund
   Class A Shares                    Contractual     1.14%   September 1, 2014 August 31, 2015
   Class B Shares                    Contractual     1.89%   September 1, 2014 August 31, 2015
   Class C Shares                    Contractual     1.89%   September 1, 2014 August 31, 2015
   Class R5 Shares                   Contractual     0.89%   September 1, 2014 August 31, 2015
   Class R6 Shares                   Contractual     0.89%   September 1, 2014 August 31, 2015
   Class Y Shares                    Contractual     0.89%   September 1, 2014 August 31, 2015
   Investor Class Shares             Contractual     1.14%   September 1, 2014 August 31, 2015
Invesco Gold & Precious Metals Fund
   Class A Shares                    Contractual     2.00%     July 1, 2009     June 30, 2015
   Class B Shares                    Contractual     2.75%     July 1, 2009     June 30, 2015
   Class C Shares                    Contractual     2.75%     July 1, 2009     June 30, 2015
   Class Y Shares                    Contractual     1.75%     July 1, 2009     June 30, 2015
   Investor Class Shares             Contractual     2.00%     July 1, 2009     June 30, 2015
Invesco Mid Cap Growth Fund
   Class A Shares                    Contractual     1.15%     July 15, 2013    July 31, 2015
   Class B Shares                    Contractual     1.90%     July 15, 2013    July 31, 2015
   Class C Shares                    Contractual     1.90%     July 15, 2013    July 31, 2015
   Class R Shares                    Contractual     1.40%     July 15, 2013    July 31, 2015
   Class R5 Shares                   Contractual     0.90%     July 15, 2013    July 31, 2015
   Class R6 Shares                   Contractual     0.90%     July 15, 2013    July 31, 2015
   Class Y Shares                    Contractual     0.90%     July 15, 2013    July 31, 2015
Invesco Small Cap Value Fund
   Class A Shares                    Contractual     2.00%     July 1, 2012     June 30, 2015
   Class B Shares                    Contractual     2.75%     July 1, 2012     June 30, 2015
   Class C Shares                    Contractual     2.75%     July 1, 2012     June 30, 2015
   Class Y Shares                    Contractual     1.75%     July 1, 2012     June 30, 2015
Invesco Technology Fund
   Class A Shares                    Contractual     2.00%     July 1, 2012     June 30, 2015
   Class B Shares                    Contractual     2.75%     July 1, 2012     June 30, 2015
   Class C Shares                    Contractual     2.75%     July 1, 2012     June 30, 2015
   Class R5 Shares                   Contractual     1.75%     July 1, 2012     June 30, 2015
   Class Y Shares                    Contractual     1.75%     July 1, 2012     June 30, 2015
   Investor Class Shares             Contractual     2.00%     July 1, 2012     June 30, 2015
Invesco Technology Sector Fund
   Class A Shares                    Contractual     2.00%   February 12, 2010  June 30, 2015
   Class B Shares                    Contractual     2.75%   February 12, 2010  June 30, 2015
   Class C Shares                    Contractual     2.75%   February 12, 2010  June 30, 2015
   Class Y Shares                    Contractual     1.75%   February 12, 2010  June 30, 2015
Invesco Value Opportunities Fund
   Class A Shares                    Contractual     2.00%     July 1, 2012     June 30, 2015
   Class B Shares                    Contractual     2.75%     July 1, 2012     June 30, 2015
   Class C Shares                    Contractual     2.75%     July 1, 2012     June 30, 2015
   Class R Shares                    Contractual     2.25%     July 1, 2012     June 30, 2015
   Class R5 Shares                   Contractual     1.75%     July 1, 2012     June 30, 2015
   Class Y Shares                    Contractual     1.75%     July 1, 2012     June 30, 2015
</TABLE>

See page 16 for footnotes to Exhibit A.

                                      15

<PAGE>

                                                         as of December 3, 2014


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

<TABLE>
<CAPTION>
                                                                         EFFECTIVE DATE
                                                 CONTRACTUAL/  EXPENSE     OF CURRENT    EXPIRATION
FUND                                              VOLUNTARY   LIMITATION     LIMIT          DATE
----                                             ------------ ---------- -------------- -------------
<S>                                              <C>          <C>        <C>            <C>
Invesco High Yield Municipal Fund
   Class A Shares                                Contractual     1.50%   July 1, 2012   June 30, 2015
   Class B Shares                                Contractual     2.25%   July 1, 2012   June 30, 2015
   Class C Shares                                Contractual     2.25%   July 1, 2012   June 30, 2015
   Class R5 Shares                               Contractual     1.25%   July 1, 2012   June 30, 2015
   Class Y Shares                                Contractual     1.25%   July 1, 2012   June 30, 2015
Invesco Intermediate Term Municipal Income Fund
   Class A Shares                                Contractual     0.80%   July 1, 2013   June 30, 2015
   Class B Shares                                Contractual     1.55%   July 1, 2013   June 30, 2015
   Class C Shares                                Contractual     1.55%   July 1, 2013   June 30, 2015
   Class Y Shares                                Contractual     0.55%   July 1, 2013   June 30, 2015
Invesco Municipal Income Fund
   Class A Shares                                Contractual     1.50%   July 1, 2013   June 30, 2015
   Class B Shares                                Contractual     2.25%   July 1, 2013   June 30, 2015
   Class C Shares                                Contractual     2.25%   July 1, 2013   June 30, 2015
   Class Y Shares                                Contractual     1.25%   July 1, 2013   June 30, 2015
   Investor Class                                Contractual     1.50%   July 15, 2013  June 30, 2015
Invesco New York Tax Free Income Fund
   Class A Shares                                Contractual     1.50%   July 1, 2012   June 30, 2015
   Class B Shares                                Contractual     2.25%   July 1, 2012   June 30, 2015
   Class C Shares                                Contractual     2.25%   July 1, 2012   June 30, 2015
   Class Y Shares                                Contractual     1.25%   July 1, 2012   June 30, 2015
Invesco Tax-Free Intermediate Fund
   Class A Shares                                Contractual     1.50%   July 1, 2012   June 30, 2015
   Class A2 Shares                               Contractual     1.25%   July 1, 2012   June 30, 2015
   Class C Shares                                Contractual     2.25%   June 30, 2013  June 30, 2015
   Class R5 Shares                               Contractual     1.25%   July 1, 2012   June 30, 2015
   Class Y Shares                                Contractual     1.25%   July 1, 2012   June 30, 2015
</TABLE>

                           INVESCO MANAGEMENT TRUST

<TABLE>
<CAPTION>
                                                          EFFECTIVE DATE
                                  CONTRACTUAL/  EXPENSE     OF CURRENT      EXPIRATION
FUND                               VOLUNTARY   LIMITATION     LIMIT            DATE
----                              ------------ ---------- -------------- -----------------
<S>                               <C>          <C>        <C>            <C>
Invesco Conservative Income Fund
   Institutional Class            Contractual     0.28%    July 1, 2014  December 31, 2015
</TABLE>

                           INVESCO SECURITIES TRUST

<TABLE>
<CAPTION>
                                                  CONTRACTUAL/       EXPENSE        EFFECTIVE DATE OF    EXPIRATION
FUND                                               VOLUNTARY        LIMITATION        CURRENT LIMIT         DATE
----                                              ------------ -------------------- ----------------- -----------------
<S>                                               <C>          <C>                  <C>               <C>
Invesco Balanced-Risk Aggressive Allocation Fund  Contractual  1.15% less net AFFE* January 16, 2013  February 29, 2016
</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.


                                      16

<PAGE>

                                                         as of December 3, 2014


/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>

                                                         as of December 3, 2014


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

                         SHORT-TERM INVESTMENTS TRUST

<TABLE>
<CAPTION>
                                                             EFFECTIVE DATE
                                    CONTRACTUAL/  EXPENSE      OF CURRENT      EXPIRATION
FUND                                 VOLUNTARY   LIMITATION      LIMIT            DATE
----                                ------------ ----------  -------------- -----------------
<S>                                 <C>          <C>         <C>            <C>
Government & Agency Portfolio
   Cash Management Class            Contractual     0.22%/2/  July 1, 2009  December 31, 2015
   Corporate Class                  Contractual      0.17%    July 1, 2009  December 31, 2015
   Institutional Class              Contractual      0.14%    July 1, 2009  December 31, 2015
   Personal Investment Class        Contractual     0.69%/2/  July 1, 2009  December 31, 2015
   Private Investment Class         Contractual     0.44%/2/  July 1, 2009  December 31, 2015
   Reserve Class                    Contractual     1.01%/2/  July 1, 2009  December 31, 2015
   Resource Class                   Contractual     0.30%/2/  July 1, 2009  December 31, 2015
Government TaxAdvantage Portfolio
   Cash Management Class            Contractual     0.22%/2/  July 1, 2009  December 31, 2015
   Corporate Class                  Contractual      0.17%    July 1, 2009  December 31, 2015
   Institutional Class              Contractual      0.14%    July 1, 2009  December 31, 2015
   Personal Investment Class        Contractual     0.69%/2/  July 1, 2009  December 31, 2015
   Private Investment Class         Contractual     0.39%/2/  July 1, 2009  December 31, 2015
   Reserve Class                    Contractual     1.01%/2/  July 1, 2009  December 31, 2015
   Resource Class                   Contractual     0.30%/2/  July 1, 2009  December 31, 2015
Liquid Assets Portfolio
   Cash Management Class            Contractual     0.22%/2/  July 1, 2009  December 31, 2015
   Corporate Class                  Contractual      0.17%    July 1, 2009  December 31, 2015
   Institutional Class              Contractual      0.14%    July 1, 2009  December 31, 2015
   Personal Investment Class        Contractual     0.69%/2/  July 1, 2009  December 31, 2015
   Private Investment Class         Contractual     0.44%/2/  July 1, 2009  December 31, 2015
   Reserve Class                    Contractual     1.01%/2/  July 1, 2009  December 31, 2015
   Resource Class                   Contractual      0.34%    July 1, 2009  December 31, 2015
STIC Prime Portfolio
   Cash Management Class            Contractual     0.22%/2/  July 1, 2009  December 31, 2015
   Corporate Class                  Contractual      0.17%    July 1, 2009  December 31, 2015
   Institutional Class              Contractual      0.14%    July 1, 2009  December 31, 2015
   Personal Investment Class        Contractual     0.69%/2/  July 1, 2009  December 31, 2015
   Private Investment Class         Contractual     0.44%/2/  July 1, 2009  December 31, 2015
   Reserve Class                    Contractual     1.01%/2/  July 1, 2009  December 31, 2015
   Resource Class                   Contractual     0.30%/2/  July 1, 2009  December 31, 2015
Tax-Free Cash Reserve Portfolio/3/
   Cash Management Class            Contractual     0.33%/2/  July 1, 2009  December 31, 2015
   Corporate Class                  Contractual      0.28%    July 1, 2009  December 31, 2015
   Institutional Class              Contractual      0.25%    July 1, 2009  December 31, 2015
   Personal Investment Class        Contractual     0.80%/2/  July 1, 2009  December 31, 2015
   Private Investment Class         Contractual     0.50%/2/  July 1, 2009  December 31, 2015
   Reserve Class                    Contractual     1.12%/2/  July 1, 2009  December 31, 2015
   Resource Class                   Contractual     0.41%/2/  July 1, 2009  December 31, 2015
Treasury Portfolio
   Cash Management Class            Contractual     0.22%/2/  July 1, 2009  December 31, 2015
   Corporate Class                  Contractual      0.17%    July 1, 2009  December 31, 2015
   Institutional Class              Contractual      0.14%    July 1, 2009  December 31, 2015
   Personal Investment Class        Contractual     0.69%/2/  July 1, 2009  December 31, 2015
   Private Investment Class         Contractual     0.44%/2/  July 1, 2009  December 31, 2015
   Reserve Class                    Contractual     1.01%/2/  July 1, 2009  December 31, 2015
   Resource Class                   Contractual     0.30%/2/  July 1, 2009  December 31, 2015
</TABLE>

/1/  The expense rate excluding 12b-1 fees of any class of shares established
     after the date of this Memorandum of Agreement will be the same as
     existing classes.
/2/  The expense limit shown is the expense limit after Rule 12b-1 fee waivers
     by Invesco Distributors, Inc.
/3/  The expense limitation also excludes Trustees' fees and federal
     registration expenses.


                                      18

<PAGE>

                                                         as of December 3, 2014


                    EXHIBIT "C" - VARIABLE INSURANCE FUNDS

        AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)

<TABLE>
<CAPTION>
                                                                                 EFFECTIVE DATE
                                               CONTRACTUAL/       EXPENSE          OF CURRENT     EXPIRATION
FUND                                            VOLUNTARY        LIMITATION          LIMIT           DATE
----                                           ------------ -------------------- -------------- --------------
<S>                                            <C>          <C>                  <C>            <C>
Invesco V.I. American Franchise Fund
   Series I Shares                             Contractual         2.00%          July 1, 2014  June 30, 2015
   Series II Shares                            Contractual         2.25%          July 1, 2014  June 30, 2015
Invesco V.I. American Value Fund
   Series I Shares                             Contractual         2.00%          July 1, 2012  June 30, 2015
   Series II Shares                            Contractual         2.25%          July 1, 2012  June 30, 2015
Invesco V.I. Balanced-Risk Allocation Fund/1/
   Series I Shares                             Contractual  0.80% less net AFFE*  May 1, 2014   April 30, 2016
   Series II Shares                            Contractual  1.05% less net AFFE*  May 1, 2014   April 30, 2016
Invesco V.I. Comstock Fund
   Series I Shares                             Contractual         0.78%          May 1, 2013   April 30, 2016
   Series II Shares                            Contractual         1.03%          May 1, 2013   April 30, 2016
Invesco V.I. Core Equity Fund
   Series I Shares                             Contractual         2.00%          May 1, 2013   June 30, 2015
   Series II Shares                            Contractual         2.25%          May 1, 2013   June 30, 2015
Invesco V.I. Diversified Dividend Fund
   Series I Shares                             Contractual         2.00%          May 1, 2013   June 30, 2015
   Series II Shares                            Contractual         2.25%          May 1, 2013   June 30, 2015
Invesco V.I. Diversified Income Fund
   Series I Shares                             Contractual         0.75%          July 1, 2005  April 30, 2016
   Series II Shares                            Contractual         1.00%          July 1, 2005  April 30, 2016
Invesco V.I. Equally-Weighted S&P 500 Fund
   Series I Shares                             Contractual         2.00%          July 1, 2012  June 30, 2015
   Series II Shares                            Contractual         2.25%          July 1, 2012  June 30, 2015
Invesco V.I. Equity and Income Fund
   Series I Shares                             Contractual         1.50%          July 1, 2012  June 30, 2015
   Series II Shares                            Contractual         1.75%          July 1, 2012  June 30, 2015
Invesco V.I. Global Core Equity Fund
   Series I Shares                             Contractual         2.25%          July 1, 2012  June 30, 2015
   Series II Shares                            Contractual         2.50%          July 1, 2012  June 30, 2015
Invesco V.I. Global Health Care Fund
   Series I Shares                             Contractual         2.00%          May 1. 2013   June 30, 2015
   Series II Shares                            Contractual         2.25%          May 1, 2013   June 30, 2015
Invesco V.I. Global Real Estate Fund
   Series I Shares                             Contractual         2.00%          May 1. 2013   June 30, 2015
   Series II Shares                            Contractual         2.25%          May 1, 2013   June 30, 2015
</TABLE>

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


                                      19

<PAGE>

                                                         as of December 3, 2014


<TABLE>
<CAPTION>
                                         CONTRACTUAL/  EXPENSE   EFFECTIVE DATE OF   EXPIRATION
FUND                                      VOLUNTARY   LIMITATION   CURRENT LIMIT        DATE
----                                     ------------ ---------- ----------------- --------------
<S>                                      <C>          <C>        <C>               <C>
Invesco V.I. Government Securities Fund
   Series I Shares                       Contractual    1.50%      May 1, 2013     June 30, 2015
   Series II Shares                      Contractual    1.75%      May 1, 2013     June 30, 2015
Invesco V.I. Growth and Income Fund
   Series I Shares                       Contractual    0.78%      May 1. 2013     April 30, 2016
   Series II Shares                      Contractual    1.03%      May 1, 2013     April 30, 2016
Invesco V.I. High Yield Fund
   Series I Shares                       Contractual    1.50%      May 1, 2014     June 30, 2015
   Series II Shares                      Contractual    1.75%      May 1, 2014     June 30, 2015
Invesco V.I. International Growth Fund
   Series I Shares                       Contractual    2.25%      July 1, 2012    June 30, 2015
   Series II Shares                      Contractual    2.50%      July 1, 2012    June 30, 2015
Invesco V.I. Managed Volatility Fund
   Series I Shares                       Contractual    1.03%     April 30, 2014   April 30, 2015
   Series II Shares                      Contractual    1.28%     April 30, 2014   April 30, 2015
Invesco V.I. Managed Volatility Fund
   Series I Shares                       Contractual    2.00%      May 1, 2015     June 30, 2015
   Series II Shares                      Contractual    2.25%      May 1, 2015     June 30, 2015
Invesco V.I. Mid Cap Core Equity Fund
   Series I Shares                       Contractual    2.00%      May 1. 2013     June 30, 2015
   Series II Shares                      Contractual    2.25%      May 1, 2013     June 30, 2015
Invesco V.I. Mid Cap Growth Fund
   Series I Shares                       Contractual    2.00%      July 1, 2014    June 30, 2015
   Series II Shares                      Contractual    2.25%      July 1, 2014    June 30, 2015
Invesco V.I. Money Market Fund
   Series I Shares                       Contractual    1.50%      May 1. 2013     June 30, 2015
   Series II Shares                      Contractual    1.75%      May 1, 2013     June 30, 2015
Invesco V.I. S&P 500 Index Fund
   Series I Shares                       Contractual    2.00%      July 1, 2012    June 30, 2015
   Series II Shares                      Contractual    2.25%      July 1, 2012    June 30, 2015
Invesco V.I. Small Cap Equity Fund
   Series I Shares                       Contractual    2.00%      May 1. 2013     June 30, 2015
   Series II Shares                      Contractual    2.25%      May 1, 2013     June 30, 2015
Invesco V.I. Technology Fund
   Series I Shares                       Contractual    2.00%      May 1. 2013     June 30, 2015
   Series II Shares                      Contractual    2.25%      May 1, 2013     June 30, 2015
Invesco V.I. Value Opportunities Fund
   Series I Shares                       Contractual    2.00%      May 1. 2013     June 30, 2015
   Series II Shares                      Contractual    2.25%      May 1, 2013     June 30, 2015
</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>

                                                         as of December 3, 2014


                        EXHIBIT "D" - CLOSED-END FUNDS

                INVESCO CALIFORNIA VALUE MUNICIPAL INCOME TRUST

<TABLE>
<CAPTION>
                                                 CONTRACTUAL/  EXPENSE   EFFECTIVE DATE OF COMMITMENT
FUND                                              VOLUNTARY   LIMITATION   CURRENT LIMIT    END DATE
----                                             ------------ ---------- ----------------- ----------
<S>                                              <C>          <C>        <C>               <C>
Invesco California Value Municipal Income Trust   Voluntary     0.52%     August 27, 2012     N/A
</TABLE>

                         INVESCO HIGH INCOME TRUST II

<TABLE>
<CAPTION>
                              CONTRACTUAL/  EXPENSE   EFFECTIVE DATE OF  COMMITMENT END
FUND                           VOLUNTARY   LIMITATION   CURRENT LIMIT         DATE
----                          ------------ ---------- ----------------- -----------------
<S>                           <C>          <C>        <C>               <C>
Invesco High Income Trust II   Voluntary     1.10%     August 27, 2012  December 31, 2014
</TABLE>

                 INVESCO MUNICIPAL INCOME OPPORTUNITIES TRUST

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

                    INVESCO QUALITY MUNICIPAL INCOME TRUST

<TABLE>
<CAPTION>
                                        CONTRACTUAL/  EXPENSE   EFFECTIVE DATE OF COMMITMENT
FUND                                     VOLUNTARY   LIMITATION   CURRENT LIMIT    END DATE
----                                    ------------ ---------- ----------------- ----------
<S>                                     <C>          <C>        <C>               <C>
Invesco Quality Municipal Income Trust   Voluntary     0.50%    October 15, 2012     N/A
</TABLE>

            INVESCO TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS

<TABLE>
<CAPTION>
                                                        CONTRACTUAL/  EXPENSE   EFFECTIVE DATE OF COMMITMENT
FUND                                                     VOLUNTARY   LIMITATION   CURRENT LIMIT    END DATE
----                                                    ------------ ---------- ----------------- ----------
<S>                                                     <C>          <C>        <C>               <C>
Invesco Trust for Investment Grade New York Municipals   Voluntary     0.69%     August 27, 2012     N/A
</TABLE>

                     INVESCO VALUE MUNICIPAL INCOME TRUST

<TABLE>
<CAPTION>
                                      CONTRACTUAL/  EXPENSE   EFFECTIVE DATE OF  COMMITMENT END
FUND                                   VOLUNTARY   LIMITATION   CURRENT LIMIT         DATE
----                                  ------------ ---------- ----------------- -----------------
<S>                                   <C>          <C>        <C>               <C>
Invesco Value Municipal Income Trust   Voluntary     0.46%    October 15, 2012  December 31, 2014
Invesco Value Municipal Income Trust   Voluntary     0.70%    January 1, 2015          N/A
</TABLE>


                                      21

<PAGE>

                                                               Sub-Item 77Q1(e)

                             TERMINATION AGREEMENT

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

                                  BACKGROUND

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

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

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

<PAGE>

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

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

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

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

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

                                       2

<PAGE>

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

                                  INVESCO ADVISERS, INC.

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

                                  INVESCO AUSTRALIA LIMITED

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

                                       3

<PAGE>

   NOTICE ACKNOWLEDGED AND CONSENT TO IMMEDIATE TERMINATION

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

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

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

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

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

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

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

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

                                       4

<PAGE>

SCHEDULE A

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

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

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

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


                                       5

<PAGE>

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

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

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

                                       6

<PAGE>

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

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

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


                                       7

<PAGE>

INVESCO MANAGEMENT TRUST
Invesco Conservative Income Fund

INVESCO SECURITIES TRUST
Invesco Balanced-Risk Aggressive Allocation Fund

Closed-End Funds

Invesco Advantage Municipal Income Trust II
Invesco Bond Fund
Invesco California Value Municipal Income Trust
Invesco Dynamic Credit Opportunities Fund
Invesco High Income Trust II
Invesco Municipal Income Opportunities Trust
Invesco Municipal Opportunity Trust
Invesco Municipal Trust
Invesco Pennsylvania Value Municipal Income Trust
Invesco Quality Municipal Income Trust
Invesco Senior Income Trust
Invesco Total Property Market Income Fund
Invesco Trust For Investment Grade Municipals
Invesco Trust For Investment Grade New York Municipals
Invesco Value Municipal Income Trust

Invesco Senior Loan Fund

Invesco Exchange Fund

                                       8

<PAGE>

SCHEDULE B

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

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

                                       9
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q2
<SEQUENCE>4
<FILENAME>d897118dex9977q2.txt
<DESCRIPTION>EX-99.77Q2
<TEXT>
<PAGE>

                                                                  SUB-ITEM 77Q2

                INVESCO CALIFORNIA VALUE MUNICIPAL INCOME TRUST

   Based upon its review of the copies of all such filings received by it,
Invesco California Value Municipal Income Trust believes that, during the
fiscal year ended February 28, 2015, all filing requirements applicable to its
Reporting Persons were met except that Form 4 reports covering (i) a
disposition of the Fund's Shares held by Linda Heagy and (ii) a purchase of the
Fund's Shares by Linda Heagy were not filed in a timely manner.
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
