<DOCUMENT>
<TYPE>EX-99.77Q1E
<SEQUENCE>3
<FILENAME>d897155dex9977q1e.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, unsettled securities
            transactions, strategic reserves, matured investments, proceeds
            from liquidation of investment securities, dividend payments, or
            new investor capital.

<PAGE>

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

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

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

  INVESCO ADVISERS, INC.

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

<PAGE>

                        EXHIBIT A TO ADVISORY FEE MOA
 AIM COUNSELOR
 SERIES TRUST
 (INVESCO COUNSELOR                                                  EXPIRATION
 SERIES TRUST)              WAIVER DESCRIPTION        EFFECTIVE DATE    DATE
 ------------------    -----------------------------  -------------- ----------
  Invesco Strategic     Invesco will waive advisory
  Real Return Fund      fees in an amount equal to
                        the advisory fees earned on
                           underlying affiliated
                                investments             4/30/2014    06/30/2016

 AIM INVESTMENT
 FUNDS (INVESCO                                                      EXPIRATION
 INVESTMENT FUNDS           WAIVER DESCRIPTION        EFFECTIVE DATE    DATE
 ----------------      -----------------------------  -------------- ----------
  Invesco Global        Invesco will waive advisory
    Targeted            fees in an amount equal to
    Returns Fund        the advisory fees earned on
                           underlying affiliated
                                investments             12/17/2013   06/30/2016
  Invesco Strategic     Invesco will waive advisory
    Income Fund         fees in an amount equal to
                        the advisory fees earned on
                           underlying affiliated
                                investments              5/2/2014    06/30/2016
  Invesco               Invesco will waive advisory
    Unconstrained       fees in an amount equal to
    Bond Fund           the advisory fees earned on
                           underlying affiliated
                                investments             10/14/2014   06/30/2016

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

<PAGE>

                                  EXHIBIT "B"

          AIM COUNSELOR SERIES TRUST (INVESCO COUNSELOR SERIES TRUST)

 PORTFOLIO                                   EFFECTIVE DATE    COMMITTED UNTIL
 ---------                                  ------------------ ---------------
 Invesco American Franchise Fund            February 12, 2010  June 30, 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

                    AIM EQUITY FUNDS (INVESCO EQUITY FUNDS)

      PORTFOLIO                          EFFECTIVE DATE  COMMITTED UNTIL
      ---------                          --------------  ---------------
      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

                     AIM FUNDS GROUP (INVESCO FUNDS GROUP)

   FUND                                      EFFECTIVE DATE  COMMITTED UNTIL
   ----                                      --------------  ---------------
   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

                   AIM GROWTH SERIES (INVESCO GROWTH SERIES)

FUND                                         EFFECTIVE DATE    COMMITTED UNTIL
----                                        ------------------ ---------------
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

<PAGE>

      AIM INTERNATIONAL MUTUAL FUNDS (INVESCO INTERNATIONAL MUTUAL FUNDS)

  FUND                                        EFFECTIVE DATE  COMMITTED UNTIL
  ----                                        --------------- ---------------
  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

                AIM INVESTMENT FUNDS (INVESCO INVESTMENT FUNDS)

FUND                                         EFFECTIVE DATE    COMMITTED UNTIL
----                                       ------------------- ---------------
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

     AIM INVESTMENT SECURITIES FUNDS (INVESCO INVESTMENT SECURITIES FUNDS)

  FUND                                     EFFECTIVE DATE    COMMITTED UNTIL
  ----                                    ------------------ ---------------
  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
--------
/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)

    FUND                                  EFFECTIVE DATE    COMMITTED UNTIL
    ----                                 ------------------ ---------------
    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

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

 FUND                                        EFFECTIVE DATE    COMMITTED UNTIL
 ----                                       ------------------ ---------------
 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

        AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)

 FUND                                        EFFECTIVE DATE    COMMITTED UNTIL
 ----                                       ------------------ ---------------
 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

/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

  FUND                                      EFFECTIVE DATE   COMMITTED UNTIL
  ----                                     ----------------- ---------------
  Invesco Balanced-Risk Aggressive
    Allocation Fund                        January 16, 2013  June 30, 2016

                           INVESCO MANAGEMENT TRUST

       FUND                              EFFECTIVE DATE  COMMITTED UNTIL
       ----                              --------------  ---------------
       Invesco Conservative Income Fund  July 1, 2014    June 30, 2016

                               CLOSED-END FUNDS

  FUND                                        EFFECTIVE DATE  COMMITTED UNTIL
  ----                                        --------------  ---------------
  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

<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 -
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