<DOCUMENT>
<TYPE>EX-99.77Q1E
<SEQUENCE>3
<FILENAME>d153613dex9977q1e.txt
<DESCRIPTION>EX-99.77Q1E
<TEXT>
<PAGE>

                                                               Sub-Item 77Q1(e)

                            MEMORANDUM OF AGREEMENT
                            (ADVISORY FEE WAIVERS)

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

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

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

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

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

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

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

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

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

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

<PAGE>

       (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.

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

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

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

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

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

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

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

       INVESCO ADVISERS, INC.

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

<PAGE>

                         EXHIBIT A TO ADVISORY FEE MOA
<TABLE>
<CAPTION>

  AIM COUNSELOR
  SERIES TRUST
  (INVESCO COUNSELOR                                                EXPIRATION
  SERIES TRUST)               WAIVER DESCRIPTION     EFFECTIVE DATE    DATE
  ------------------       ------------------------  -------------- ----------
  <C>                      <S>                       <C>            <C>
  Invesco Strategic Real      Invesco will waive
  Return Fund                advisory fees in an
                             amount equal to the
                           advisory fees earned on
                            underlying affiliated
                                 investments           4/30/2014    06/30/2017

  AIM INVESTMENT
  FUNDS (INVESCO                                                    EXPIRATION
  INVESTMENT FUNDS            WAIVER DESCRIPTION     EFFECTIVE DATE    DATE
  ----------------         ------------------------  -------------- ----------
  Invesco Global Targeted     Invesco will waive
  Returns Fund               advisory fees in an
                             amount equal to the
                           advisory fees earned on
                            underlying affiliated
                                 investments           12/17/2013   06/30/2017

  Invesco Strategic           Invesco will waive
  Income Fund                advisory fees in an
                             amount equal to the
                           advisory fees earned on
                            underlying affiliated
                                 investments            5/2/2014    06/30/2017

  Invesco Unconstrained       Invesco will waive
  Bond Fund                  advisory fees in an
                             amount equal to the
                           advisory fees earned on
                            underlying affiliated
                                 investments           10/14/2014   06/30/2017

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

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

<PAGE>

                                  EXHIBIT "B"

          AIM COUNSELOR SERIES TRUST (INVESCO COUNSELOR SERIES TRUST)

 PORTFOLIO                                     EFFECTIVE DATE   COMMITTED UNTIL
 ---------                                   ------------------ ---------------
 Invesco American Franchise Fund             February 12, 2010   June 30, 2017
 Invesco California Tax-Free Income Fund     February 12, 2010   June 30, 2017
 Invesco Core Plus Bond Fund                    June 2, 2009     June 30, 2017
 Invesco Equally-Weighted S&P 500 Fund       February 12, 2010   June 30, 2017
 Invesco Equity and Income Fund              February 12, 2010   June 30, 2017
 Invesco Floating Rate Fund                     July 1, 2007     June 30, 2017
 Invesco Global Real Estate Income Fund         July 1, 2007     June 30, 2017
 Invesco Growth and Income Fund              February 12, 2010   June 30, 2017
 Invesco Low Volatility Equity Yield Fund       July 1, 2007     June 30, 2017
 Invesco Pennsylvania Tax Free Income Fund   February 12, 2010   June 30, 2017
 Invesco S&P 500 Index Fund                  February 12, 2010   June 30, 2017
 Invesco Short Duration High Yield
   Municipal Fund                            September 30, 2015  June 30, 2017
 Invesco Small Cap Discovery Fund            February 12, 2010   June 30, 2017
 Invesco Strategic Real Return Fund            April 30, 2014    June 30, 2017

                    AIM EQUITY FUNDS (INVESCO EQUITY FUNDS)

 PORTFOLIO                                       EFFECTIVE DATE COMMITTED UNTIL
 ---------                                       -------------- ---------------
 Invesco Charter Fund                             July 1, 2007   June 30, 2017
 Invesco Diversified Dividend Fund                July 1, 2007   June 30, 2017
 Invesco Summit Fund                              July 1, 2007   June 30, 2017

                     AIM FUNDS GROUP (INVESCO FUNDS GROUP)

 FUND                                            EFFECTIVE DATE COMMITTED UNTIL
 ----                                            -------------- ---------------
 Invesco European Small Company Fund              July 1, 2007   June 30, 2017
 Invesco Global Core Equity Fund                  July 1, 2007   June 30, 2017
 Invesco International Small Company Fund         July 1, 2007   June 30, 2017
 Invesco Small Cap Equity Fund                    July 1, 2007   June 30, 2017

                   AIM GROWTH SERIES (INVESCO GROWTH SERIES)

 FUND                                          EFFECTIVE DATE   COMMITTED UNTIL
 ----                                         ----------------- ---------------
 Invesco Convertible Securities Fund          February 12, 2010  June 30, 2017
 Invesco Global Low Volatility Equity Yield
   Fund                                         July 1, 2007     June 30, 2017
 Invesco Mid Cap Core Equity Fund               July 1, 2007     June 30, 2017
 Invesco Small Cap Growth Fund                  July 1, 2007     June 30, 2017
 Invesco U.S. Mortgage Fund                   February 12, 2010  June 30, 2017

      AIM INTERNATIONAL MUTUAL FUNDS (INVESCO INTERNATIONAL MUTUAL FUNDS)

 FUND                                         EFFECTIVE DATE   COMMITTED UNTIL
 ----                                        ----------------- ---------------
 Invesco Asia Pacific Growth Fund              July 1, 2007     June 30, 2017
 Invesco European Growth Fund                  July 1, 2007     June 30, 2017
 Invesco Global Growth Fund                    July 1, 2007     June 30, 2017
 Invesco Global Opportunities Fund            August 3, 2012    June 30, 2017
 Invesco Global Small & Mid Cap Growth Fund    July 1, 2007     June 30, 2017
 Invesco International Companies Fund        December 21, 2015  June 30, 2017
 Invesco International Core Equity Fund        July 1, 2007     June 30, 2017
 Invesco International Growth Fund             July 1, 2007     June 30, 2017
 Invesco Select Opportunities Fund            August 3, 2012    June 30, 2017

<PAGE>

                AIM INVESTMENT FUNDS (INVESCO INVESTMENT FUNDS)

 FUND                                          EFFECTIVE DATE   COMMITTED UNTIL
 ----                                        ------------------ ---------------
 Invesco All Cap Market Neutral Fund         December 17, 2013   June 30, 2017
 Invesco Balanced-Risk Allocation Fund/1/       May 29, 2009     June 30, 2017
 Invesco Balanced-Risk Commodity Strategy
   Fund/2/                                   November 29, 2010   June 30, 2017
 Invesco Developing Markets Fund                July 1, 2007     June 30, 2017
 Invesco Emerging Markets Equity Fund           May 11, 2011     June 30, 2017
 Invesco Emerging Market Local Currency
   Debt Fund                                   June 14, 2010     June 30, 2017
 Invesco Endeavor Fund                          July 1, 2007     June 30, 2017
 Invesco Global Health Care Fund                July 1, 2007     June 30, 2017
 Invesco Global Infrastructure Fund             May 2, 2014      June 30, 2017
 Invesco Global Market Neutral Fund          December 17, 2013   June 30, 2017
 Invesco Global Markets Strategy Fund/3/     September 25, 2012  June 30, 2017
 Invesco Global Targeted Returns Fund/4/     December 17, 2013   June 30, 2017
 Invesco Greater China Fund                     July 1, 2007     June 30, 2017
 Invesco International Total Return Fund        July 1, 2007     June 30, 2017
 Invesco Long/Short Equity Fund              December 17, 2013   June 30, 2017
 Invesco Low Volatility Emerging Markets
   Fund                                      December 17, 2013   June 30, 2017
 Invesco Macro International Equity Fund     December 17, 2013   June 30, 2017
 Invesco Macro Long/Short Fund               December 17, 2013   June 30, 2017
 Invesco MLP Fund                             August 29, 2014    June 30, 2017
 Invesco Pacific Growth Fund                 February 12, 2010   June 30, 2017
 Invesco Premium Income Fund                 December 13, 2011   June 30, 2017
 Invesco Select Companies Fund                  July 1, 2007     June 30, 2017
 Invesco Strategic Income Fund                  May 2, 2014      June 30, 2017
 Invesco Unconstrained Bond Fund              October 14, 2014   June 30, 2017

     AIM INVESTMENT SECURITIES FUNDS (INVESCO INVESTMENT SECURITIES FUNDS)

 FUND                                         EFFECTIVE DATE   COMMITTED UNTIL
 ----                                        ----------------- ---------------
 Invesco Corporate Bond Fund                 February 12, 2010  June 30, 2017
 Invesco Global Real Estate Fund               July 1, 2007     June 30, 2017
 Invesco High Yield Fund                       July 1, 2007     June 30, 2017
 Invesco Limited Maturity Treasury Fund/5/     July 1, 2007     June 30, 2017
 Invesco Money Market Fund                     July 1, 2007     June 30, 2017
 Invesco Real Estate Fund                      July 1, 2007     June 30, 2017
 Invesco Short Term Bond Fund                  July 1, 2007     June 30, 2017
 Invesco U.S. Government Fund                  July 1, 2007     June 30, 2017
--------
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.
5  Effective December 31, 2015, Invesco Limited Maturity Treasury Fund will
   change its name to Invesco Short Duration Inflation Protected Fund.

<PAGE>

                                                               Sub-Item 77Q1(e)

                    AIM SECTOR FUNDS (INVESCO SECTOR FUNDS)

 FUND                                         EFFECTIVE DATE   COMMITTED UNTIL
 ----                                        ----------------- ---------------
 Invesco American Value Fund                 February 12, 2010  June 30, 2017
 Invesco Comstock Fund                       February 12, 2010  June 30, 2017
 Invesco Energy Fund                           July 1, 2007     June 30, 2017
 Invesco Dividend Income Fund                  July 1, 2007     June 30, 2017
 Invesco Gold & Precious Metals Fund           July 1, 2007     June 30, 2017
 Invesco Mid Cap Growth Fund                 February 12, 2010  June 30, 2017
 Invesco Small Cap Value Fund                February 12, 2010  June 30, 2017
 Invesco Technology Fund                       July 1, 2007     June 30, 2017
 Invesco Technology Sector Fund              February 12, 2010  June 30, 2017
 Invesco Value Opportunities Fund            February 12, 2010  June 30, 2017

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

 FUND                                         EFFECTIVE DATE   COMMITTED UNTIL
 ----                                        ----------------- ---------------
 Invesco High Yield Municipal Fund           February 12, 2010  June 30, 2017
 Invesco Intermediate Term Municipal Income
   Fund                                      February 12, 2010  June 30, 2017
 Invesco Municipal Income Fund               February 12, 2010  June 30, 2017
 Invesco New York Tax Free Income Fund       February 12, 2010  June 30, 2017
 Invesco Tax-Exempt Cash Fund                  July 1, 2007     June 30, 2017
 Invesco Limited Term Municipal Income Fund    July 1, 2007     June 30, 2017

        AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)

 FUND                                         EFFECTIVE DATE   COMMITTED UNTIL
 ----                                        ----------------- ---------------
 Invesco V.I. American Franchise Fund        February 12, 2010  June 30, 2017
 Invesco V.I. American Value Fund            February 12, 2010  June 30, 2017
 Invesco V.I. Balanced-Risk Allocation
   Fund/5/                                   December 22, 2010  June 30, 2017
 Invesco V.I. Comstock Fund                  February 12, 2010  June 30, 2017
 Invesco V.I. Core Equity Fund                 July 1, 2007     June 30, 2017
 Invesco V.I. Core Plus Bond Fund             April 30, 2015    June 30, 2017
 Invesco V.I. Diversified Dividend Fund      February 12, 2010  June 30, 2017
 Invesco V.I. Equally-Weighted S&P 500 Fund  February 12, 2010  June 30, 2017
 Invesco V.I. Equity and Income Fund         February 12, 2010  June 30, 2017
 Invesco V.I. Global Core Equity Fund        February 12, 2010  June 30, 2017
 Invesco V.I. Global Health Care Fund          July 1, 2007     June 30, 2017
 Invesco V.I. Global Real Estate Fund          July 1, 2007     June 30, 2017
 Invesco V.I. Government Securities Fund       July 1, 2007     June 30, 2017
 Invesco V.I. Growth and Income Fund         February 12, 2010  June 30, 2017
 Invesco V.I. High Yield Fund                  July 1, 2007     June 30, 2017
 Invesco V.I. International Growth Fund        July 1, 2007     June 30, 2017
 Invesco V.I. Managed Volatility Fund          July 1, 2007     June 30, 2017
 Invesco V.I. Mid Cap Core Equity Fund         July 1, 2007     June 30, 2017
 Invesco V.I. Mid Cap Growth Fund            February 12, 2010  June 30, 2017
 Invesco V.I. Money Market Fund                July 1, 2007     June 30, 2017
 Invesco V.I. S&P 500 Index Fund             February 12, 2010  June 30, 2017
 Invesco V.I. Small Cap Equity Fund            July 1, 2007     June 30, 2017
 Invesco V.I. Technology Fund                  July 1, 2007     June 30, 2017
 Invesco V.I. Value Opportunities Fund         July 1, 2007     June 30, 2017

/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 EXCHANGE FUND

 FUND                                          EFFECTIVE DATE   COMMITTED UNTIL
 ----                                        ------------------ ---------------
 Invesco Exchange Fund                       September 30, 2015  June 30, 2017

                           INVESCO SECURITIES TRUST

 FUND                                           EFFECTIVE DATE  COMMITTED UNTIL
 ----                                          ---------------- ---------------
 Invesco Balanced-Risk Aggressive Allocation
   Fund                                        January 16, 2013  June 30, 2017

                           INVESCO MANAGEMENT TRUST

  FUND                                          EFFECTIVE DATE COMMITTED UNTIL
  ----                                          -------------- ---------------
  Invesco Conservative Income Fund               July 1, 2014   June 30, 2017

                               CLOSED-END FUNDS

 FUND                                          EFFECTIVE DATE  COMMITTED UNTIL
 ----                                          --------------- ---------------
 Invesco Advantage Municipal Income Trust II    May 15, 2012    June 30, 2017
 Invesco Bond Fund                             August 26, 2015  June 30, 2017
 Invesco California Value Municipal Income
   Trust                                        May 15, 2012    June 30, 2017
 Invesco Dynamic Credit Opportunities Fund      May 15, 2012    June 30, 2017
 Invesco High Income Trust II                   May 15, 2012    June 30, 2017
 Invesco Municipal Income Opportunities Trust  August 26, 2015  June 30, 2017
 Invesco Municipal Opportunity Trust            May 15, 2012    June 30, 2017
 Invesco Municipal Trust                        May 15, 2012    June 30, 2017
 Invesco Pennsylvania Value Municipal Income
   Trust                                        May 15, 2012    June 30, 2017
 Invesco Quality Municipal Income Trust        August 26, 2015  June 30, 2017
 Invesco Senior Income Trust                    May 15, 2012    June 30, 2017
 Invesco Trust for Investment Grade Municipals  May 15, 2012    June 30, 2017
 Invesco Trust for Investment Grade New York
   Municipals                                   May 15, 2012    June 30, 2017
 Invesco Value Municipal Income Trust           June 1, 2010    June 30, 2017

<PAGE>

                                                               Sub-Item 77Q1(e)

                            MEMORANDUM OF AGREEMENT
                             (EXPENSE LIMITATIONS)

   This Memorandum of Agreement is entered into as of the Effective Date on the
attached exhibits (the "Exhibits"), between AIM Counselor Series Trust (Invesco
Counselor Series Trust), AIM Equity Funds (Invesco Equity Funds), AIM Funds
Group (Invesco Funds Group), AIM Growth Series (Invesco Growth Series), AIM
International Mutual Funds (Invesco International Mutual Funds), AIM Investment
Funds (Invesco Investment Funds), AIM Investment Securities Funds (Invesco
Investment Securities Funds), AIM Sector Funds (Invesco Sector Funds), AIM
Tax-Exempt Funds (Invesco Tax-Exempt Funds), AIM Variable Insurance Funds
(Invesco Variable Insurance Funds), Invesco California Value Municipal Trust,
Invesco Management Trust, Invesco Municipal Opportunity Trust, Invesco Quality
Municipal Income Trust, Invesco Securities Trust, Invesco Trust for Investment
Grade New York Municipals 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 MANAGEMENT TRUST
       INVESCO MUNICIPAL OPPORTUNITY TRUST
       INVESCO QUALITY MUNICIPAL INCOME TRUST
       INVESCO SECURITIES TRUST
       INVESCO TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS
       SHORT-TERM INVESTMENTS TRUST
       on behalf of the Funds listed in the Exhibits
       to this Memorandum of Agreement

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

       INVESCO ADVISERS, INC.

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

                                       2

<PAGE>

                         EXHIBIT "A" - RETAIL FUNDS/1/

          AIM COUNSELOR SERIES TRUST (INVESCO COUNSELOR SERIES TRUST)

<TABLE>
<CAPTION>
                                         CONTRACTUAL/  EXPENSE   EFFECTIVE DATE OF     EXPIRATION
FUND                                      VOLUNTARY   LIMITATION   CURRENT LIMIT          DATE
----                                     ------------ ---------- ------------------ -----------------
<S>                                      <C>          <C>        <C>                <C>
Invesco American Franchise Fund
   Class A Shares                        Contractual     2.00%      July 1, 2013      June 30, 2016
   Class B Shares                        Contractual     2.75%      July 1, 2013      June 30, 2016
   Class C Shares                        Contractual     2.75%      July 1, 2013      June 30, 2016
   Class R Shares                        Contractual     2.25%      July 1, 2013      June 30, 2016
   Class R5 Shares                       Contractual     1.75%      July 1, 2013      June 30, 2016
   Class R6 Shares                       Contractual     1.75%      July 1, 2013      June 30, 2016
   Class Y Shares                        Contractual     1.75%      July 1, 2013      June 30, 2016

Invesco California Tax-Free Income Fund
   Class A Shares                        Contractual     1.50%      July 1, 2012      June 30, 2016
   Class B Shares                        Contractual     2.00%      July 1, 2012      June 30, 2016
   Class C Shares                        Contractual     2.00%      July 1, 2012      June 30, 2016
   Class Y Shares                        Contractual     1.25%      July 1, 2012      June 30, 2016

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

Invesco Equally-Weighted S&P 500 Fund
   Class A Shares                        Contractual     2.00%      July 1, 2012      June 30, 2016
   Class B Shares                        Contractual     2.75%      July 1, 2012      June 30, 2016
   Class C Shares                        Contractual     2.75%      July 1, 2012      June 30, 2016
   Class R Shares                        Contractual     2.25%      July 1, 2012      June 30, 2016
   Class R6 Shares                       Contractual     1.75%   September 24, 2012   June 30, 2016
   Class Y Shares                        Contractual     1.75%      July 1, 2012      June 30, 2016

Invesco Equity and Income Fund
   Class A Shares                        Contractual     1.50%      July 1, 2012      June 30, 2016
   Class B Shares                        Contractual     2.25%      July 1, 2012      June 30, 2016
   Class C Shares                        Contractual     2.25%      July 1, 2012      June 30, 2016
   Class R Shares                        Contractual     1.75%      July 1, 2012      June 30, 2016
   Class R5 Shares                       Contractual     1.25%      July 1, 2012      June 30, 2016
   Class R6 Shares                       Contractual     1.25%   September 24, 2012   June 30, 2016
   Class Y Shares                        Contractual     1.25%      July 1, 2012      June 30, 2016

Invesco Floating Rate Fund
   Class A Shares                        Contractual     1.50%     April 14, 2006     June 30, 2016
   Class C Shares                        Contractual     2.00%     April 14, 2006     June 30, 2016
   Class R Shares                        Contractual     1.75%     April 14, 2006     June 30, 2016
   Class R5 Shares                       Contractual     1.25%     April 14, 2006     June 30, 2016
   Class R6 Shares                       Contractual     1.25%   September 24, 2012   June 30, 2016
   Class Y Shares                        Contractual     1.25%    October 3, 2008     June 30, 2016

Invesco Global Real Estate Income Fund
   Class A Shares                        Contractual     2.00%      July 1, 2009      June 30, 2016
   Class B Shares                        Contractual     2.75%      July 1, 2009      June 30, 2016
   Class C Shares                        Contractual     2.75%      July 1, 2009      June 30, 2016
   Class R5 Shares                       Contractual     1.75%      July 1, 2009      June 30, 2016
   Class R6 Shares                       Contractual     1.75%   September 24, 2012   June 30, 2016
   Class Y Shares                        Contractual     1.75%      July 1, 2009      June 30, 2016
</TABLE>

See page 17 for footnotes to Exhibit A.

                                       3

<PAGE>

<TABLE>
<CAPTION>
                                                  CONTRACTUAL/       EXPENSE         EFFECTIVE DATE OF     EXPIRATION
FUND                                               VOLUNTARY        LIMITATION         CURRENT LIMIT          DATE
----                                              ------------ --------------------- ------------------ -----------------
<S>                                               <C>          <C>                   <C>                <C>
Invesco Growth and Income Fund
   Class A Shares                                 Contractual                 2.00%     July 1, 2012      June 30, 2016
   Class B Shares                                 Contractual                 2.75%     July 1, 2012      June 30, 2016
   Class C Shares                                 Contractual                 2.75%     July 1, 2012      June 30, 2016
   Class R Shares                                 Contractual                 2.25%     July 1, 2012      June 30, 2016
   Class R5 Shares                                Contractual                 1.75%     July 1, 2012      June 30, 2016
   Class R6 Shares                                Contractual                 1.75%  September 24, 2012   June 30, 2016
   Class Y Shares                                 Contractual                 1.75%     July 1, 2012      June 30, 2016

Invesco Low Volatility Equity Yield Fund
   Class A Shares                                 Contractual                 2.00%     July 1, 2012      June 30, 2016
   Class B Shares                                 Contractual                 2.75%     July 1, 2012      June 30, 2016
   Class C Shares                                 Contractual                 2.75%     July 1, 2012      June 30, 2016
   Class R Shares                                 Contractual                 2.25%     July 1, 2012      June 30, 2016
   Class R5 Shares                                Contractual                 1.75%     July 1, 2012      June 30, 2016
   Class Y Shares                                 Contractual                 1.75%     July 1, 2012      June 30, 2016
   Investor Class Shares                          Contractual                 2.00%     July 1, 2012      June 30, 2016

Invesco Pennsylvania Tax Free Income Fund
   Class A Shares                                 Contractual                 1.50%     July 1, 2012      June 30, 2016
   Class B Shares                                 Contractual                 2.25%     July 1, 2012      June 30, 2016
   Class C Shares                                 Contractual                 2.25%     July 1, 2012      June 30, 2016
   Class Y Shares                                 Contractual                 1.25%     July 1, 2012      June 30, 2016

Invesco S&P 500 Index Fund
   Class A Shares                                 Contractual                 2.00%     July 1, 2012      June 30, 2016
   Class B Shares                                 Contractual                 2.75%     July 1, 2012      June 30, 2016
   Class C Shares                                 Contractual                 2.75%     July 1, 2012      June 30, 2016
   Class Y Shares                                 Contractual                 1.75%     July 1, 2012      June 30, 2016

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

Invesco Small Cap Discovery Fund
   Class A Shares                                 Contractual                 2.00%     July 1, 2012      June 30, 2016
   Class B Shares                                 Contractual                 2.75%     July 1, 2012      June 30, 2016
   Class C Shares                                 Contractual                 2.75%     July 1, 2012      June 30, 2016
   Class R5 Shares                                Contractual                 1.75%  September 24, 2012   June 30, 2016
   Class R6 Shares                                Contractual                 1.75%  September 24, 2012   June 30, 2016
   Class Y Shares                                 Contractual                 1.75%     July 1, 2012      June 30, 2016

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

See page 17 for footnotes to Exhibit A.

                                       4

<PAGE>

                    AIM EQUITY FUNDS (INVESCO EQUITY FUNDS)

<TABLE>
<CAPTION>
                                          CONTRACTUAL/  EXPENSE   EFFECTIVE DATE OF   EXPIRATION
FUND                                       VOLUNTARY   LIMITATION   CURRENT LIMIT        DATE
----                                      ------------ ---------- ------------------ -------------
<S>                                       <C>          <C>        <C>                <C>
Invesco Charter Fund
   Class A Shares                         Contractual     2.00%      July 1, 2009    June 30, 2016
   Class B Shares                         Contractual     2.75%      July 1, 2009    June 30, 2016
   Class C Shares                         Contractual     2.75%      July 1, 2009    June 30, 2016
   Class R Shares                         Contractual     2.25%      July 1, 2009    June 30, 2016
   Class R5 Shares                        Contractual     1.75%      July 1, 2009    June 30, 2016
   Class R6 Shares                        Contractual     1.75%   September 24, 2012 June 30, 2016
   Class S Shares                         Contractual     1.90%   September 25, 2009 June 30, 2016
   Class Y Shares                         Contractual     1.75%      July 1, 2009    June 30, 2016

Invesco Diversified Dividend Fund
   Class A Shares                         Contractual     2.00%      July 1, 2013    June 30, 2016
   Class B Shares                         Contractual     2.75%      July 1, 2013    June 30, 2016
   Class C Shares                         Contractual     2.75%      July 1, 2013    June 30, 2016
   Class R Shares                         Contractual     2.25%      July 1, 2013    June 30, 2016
   Class R5 Shares                        Contractual     1.75%      July 1, 2013    June 30, 2016
   Class R6 Shares                        Contractual     1.75%      July 1, 2013    June 30, 2016
   Class Y Shares                         Contractual     1.75%      July 1, 2013    June 30, 2016
   Investor Class Shares                  Contractual     2.00%      July 1, 2013    June 30, 2016

Invesco Summit Fund
   Class A Shares                         Contractual     2.00%      July 1, 2009    June 30, 2016
   Class B Shares                         Contractual     2.75%      July 1, 2009    June 30, 2016
   Class C Shares                         Contractual     2.75%      July 1, 2009    June 30, 2016
   Class P Shares                         Contractual     1.85%      July 1, 2009    June 30, 2016
   Class R5 Shares                        Contractual     1.75%      July 1, 2009    June 30, 2016
   Class S Shares                         Contractual     1.90%   September 25, 2009 June 30, 2016
   Class Y Shares                         Contractual     1.75%      July 1, 2009    June 30, 2016

                              AIM FUNDS GROUP (INVESCO FUNDS GROUP)

                                          CONTRACTUAL/  EXPENSE   EFFECTIVE DATE OF   EXPIRATION
FUND                                       VOLUNTARY   LIMITATION   CURRENT LIMIT        DATE
----                                      ------------ ---------- ------------------ -------------
Invesco European Small Company Fund
   Class A Shares                         Contractual     2.25%      July 1, 2009    June 30, 2016
   Class B Shares                         Contractual     3.00%      July 1, 2009    June 30, 2016
   Class C Shares                         Contractual     3.00%      July 1, 2009    June 30, 2016
   Class Y Shares                         Contractual     2.00%      July 1, 2009    June 30, 2016

Invesco Global Core Equity Fund
   Class A Shares                         Contractual     2.25%      July 1, 2013    June 30, 2016
   Class B Shares                         Contractual     3.00%      July 1, 2013    June 30, 2016
   Class C Shares                         Contractual     3.00%      July 1, 2013    June 30, 2016
   Class R Shares                         Contractual     2.50%      July 1, 2013    June 30, 2016
   Class R5 Shares                        Contractual     2.00%      July 1, 2013    June 30, 2016
   Class Y Shares                         Contractual     2.00%      July 1, 2013    June 30, 2016

Invesco International Small Company Fund
   Class A Shares                         Contractual     2.25%      July 1, 2009    June 30, 2016
   Class B Shares                         Contractual     3.00%      July 1, 2009    June 30, 2016
   Class C Shares                         Contractual     3.00%      July 1, 2009    June 30, 2016
   Class R5 Shares                        Contractual     2.00%      July 1, 2009    June 30, 2016
   Class R6 Shares                        Contractual     2.00%   September 24, 2012 June 30, 2016
   Class Y Shares                         Contractual     2.00%      July 1, 2009    June 30, 2016
</TABLE>

See page 17 for footnotes to Exhibit A.

                                       5

<PAGE>

<TABLE>
<CAPTION>
                                            CONTRACTUAL/       EXPENSE        EFFECTIVE DATE OF    EXPIRATION
FUND                                         VOLUNTARY        LIMITATION        CURRENT LIMIT         DATE
----                                        ------------ -------------------  ------------------ --------------
<S>                                         <C>          <C>                  <C>                <C>
Invesco Small Cap Equity Fund
   Class A Shares                           Contractual                 2.00%    July 1, 2009    June 30, 2016
   Class B Shares                           Contractual                 2.75%    July 1, 2009    June 30, 2016
   Class C Shares                           Contractual                 2.75%    July 1, 2009    June 30, 2016
   Class R Shares                           Contractual                 2.25%    July 1, 2009    June 30, 2016
   Class R5 Shares                          Contractual                 1.75%    July 1, 2009    June 30, 2016
   Class R6 Shares                          Contractual                 1.75% September 24, 2012 June 30, 2016
   Class Y Shares                           Contractual                 1.75%    July 1, 2009    June 30, 2016

                                  AIM GROWTH SERIES (INVESCO GROWTH SERIES)

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

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

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

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

See page 17 for footnotes to Exhibit A.

                                       6

<PAGE>

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

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

Invesco Conservative Allocation Fund
   Class A Shares                                Contractual     1.50%      July 1, 2012    June 30, 2016
   Class B Shares                                Contractual     2.25%      July 1, 2012    June 30, 2016
   Class C Shares                                Contractual     2.25%      July 1, 2012    June 30, 2016
   Class R Shares                                Contractual     1.75%      July 1, 2012    June 30, 2016
   Class R5 Shares                               Contractual     1.25%      July 1, 2012    June 30, 2016
   Class S Shares                                Contractual     1.40%      July 1, 2012    June 30, 2016
   Class Y Shares                                Contractual     1.25%      July 1, 2012    June 30, 2016

Invesco Convertible Securities Fund
   Class A Shares                                Contractual     1.50%      July 1, 2012    June 30, 2016
   Class B Shares                                Contractual     2.25%      July 1, 2012    June 30, 2016
   Class C Shares                                Contractual     2.25%      July 1, 2012    June 30, 2016
   Class R5 Shares                               Contractual     1.25%      July 1, 2012    June 30, 2016
   Class R6 Shares                               Contractual     1.25%   September 24, 2012 June 30, 2016
   Class Y Shares                                Contractual     1.25%      July 1, 2012    June 30, 2016

Invesco Global Low Volatility Equity Yield Fund
   Class A Shares                                Contractual     1.46%      May 1, 2015     April 30, 2016
   Class B Shares                                Contractual     2.21%      May 1, 2015     April 30, 2016
   Class C Shares                                Contractual     2.21%      May 1, 2015     April 30, 2016
   Class R Shares                                Contractual     1.71%      May 1, 2015     April 30, 2016
   Class R5 Shares                               Contractual     1.21%      May 1, 2015     April 30, 2016
   Class Y Shares                                Contractual     1.21%      May 1, 2015     April 30, 2016

Invesco Growth Allocation Fund
   Class A Shares                                Contractual     2.00%      July 1, 2012    June 30, 2016
   Class B Shares                                Contractual     2.75%      July 1, 2012    June 30, 2016
   Class C Shares                                Contractual     2.75%      July 1, 2012    June 30, 2016
   Class R Shares                                Contractual     2.25%      July 1, 2012    June 30, 2016
   Class R5 Shares                               Contractual     1.75%      July 1, 2012    June 30, 2016
   Class S Shares                                Contractual     1.90%      July 1, 2012    June 30, 2016
   Class Y Shares                                Contractual     1.75%      July 1, 2012    June 30, 2016
</TABLE>

See page 17 for footnotes to Exhibit A

                                       7

<PAGE>

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

Invesco International Allocation Fund
   Class A Shares                      Contractual                 2.25%    May 1, 2012     June 30, 2016
   Class B Shares                      Contractual                 3.00%    May 1, 2012     June 30, 2016
   Class C Shares                      Contractual                 3.00%    May 1, 2012     June 30, 2016
   Class R Shares                      Contractual                 2.50%    May 1, 2012     June 30, 2016
   Class R5 Shares                     Contractual                 2.00%    May 1, 2012     June 30, 2016
   Class Y Shares                      Contractual                 2.00%    May 1, 2012     June 30, 2016

Invesco Mid Cap Core Equity Fund
   Class A Shares                      Contractual                 2.00%    July 1, 2009    June 30, 2016
   Class B Shares                      Contractual                 2.75%    July 1, 2009    June 30, 2016
   Class C Shares                      Contractual                 2.75%    July 1, 2009    June 30, 2016
   Class R Shares                      Contractual                 2.25%    July 1, 2009    June 30, 2016
   Class R5 Shares                     Contractual                 1.75%    July 1, 2009    June 30, 2016
   Class R6 Shares                     Contractual                 1.75% September 24, 2012 June 30, 2016
   Class Y Shares                      Contractual                 1.75%    July 1, 2009    June 30, 2016

Invesco Moderate Allocation Fund
   Class A Shares                      Contractual                 1.50%    July 1, 2012    June 30, 2016
   Class B Shares                      Contractual                 2.25%    July 1, 2012    June 30, 2016
   Class C Shares                      Contractual                 2.25%    July 1, 2012    June 30, 2016
   Class R Shares                      Contractual                 1.75%    July 1, 2012    June 30, 2016
   Class R5 Shares                     Contractual                 1.25%    July 1, 2012    June 30, 2016
   Class S Shares                      Contractual                 1.40%    July 1, 2012    June 30, 2016
   Class Y Shares                      Contractual                 1.25%    July 1, 2012    June 30, 2016

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

Invesco Small Cap Growth Fund
   Class A Shares                      Contractual                 2.00%    July 1, 2009    June 30, 2016
   Class B Shares                      Contractual                 2.75%    July 1, 2009    June 30, 2016
   Class C Shares                      Contractual                 2.75%    July 1, 2009    June 30, 2016
   Class R Shares                      Contractual                 2.25%    July 1, 2009    June 30, 2016
   Class R5 Shares                     Contractual                 1.75%    July 1, 2009    June 30, 2016
   Class R6 Shares                     Contractual                 1.75% September 24, 2012 June 30, 2016
   Class Y Shares                      Contractual                 1.75%    July 1, 2009    June 30, 2016
   Investor Class Shares               Contractual                 2.00%    July 1, 2009    June 30, 2016

Invesco U.S. Mortgage Fund
   Class A Shares                      Contractual                 1.50%    July 1, 2012    June 30, 2016
   Class B Shares                      Contractual                 2.25%    July 1, 2012    June 30, 2016
   Class C Shares                      Contractual                 2.25%    July 1, 2012    June 30, 2016
   Class R5 Shares                     Contractual                 1.25%    July 1, 2012    June 30, 2016
   Class Y Shares                      Contractual                 1.25%    July 1, 2012    June 30, 2016
</TABLE>

See page 17 for footnotes to Exhibit A

                                       8

<PAGE>

      AIM INTERNATIONAL MUTUAL FUNDS (INVESCO INTERNATIONAL MUTUAL FUNDS)

<TABLE>
<CAPTION>
                                            CONTRACTUAL/  EXPENSE   EFFECTIVE DATE OF     EXPIRATION
FUND                                         VOLUNTARY   LIMITATION   CURRENT LIMIT          DATE
----                                        ------------ ---------- ------------------ -----------------
<S>                                         <C>          <C>        <C>                <C>

Invesco Asia Pacific Growth Fund
   Class A Shares                           Contractual     2.25%      July 1, 2009      June 30, 2016
   Class B Shares                           Contractual     3.00%      July 1, 2009      June 30, 2016
   Class C Shares                           Contractual     3.00%      July 1, 2009      June 30, 2016
   Class Y Shares                           Contractual     2.00%      July 1, 2009      June 30, 2016

Invesco European Growth Fund
   Class A Shares                           Contractual     2.25%      July 1, 2009      June 30, 2016
   Class B Shares                           Contractual     3.00%      July 1, 2009      June 30, 2016
   Class C Shares                           Contractual     3.00%      July 1, 2009      June 30, 2016
   Class R Shares                           Contractual     2.50%      July 1, 2009      June 30, 2016
   Class Y Shares                           Contractual     2.00%      July 1, 2009      June 30, 2016
   Investor Class Shares                    Contractual     2.25%      July 1, 2009      June 30, 2016

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

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

Invesco Global Small & Mid Cap Growth Fund
   Class A Shares                           Contractual     2.25%      July 1, 2009      June 30, 2016
   Class B Shares                           Contractual     3.00%      July 1, 2009      June 30, 2016
   Class C Shares                           Contractual     3.00%      July 1, 2009      June 30, 2016
   Class R5 Shares                          Contractual     2.00%      July 1, 2009      June 30, 2016
   Class Y Shares                           Contractual     2.00%      July 1, 2009      June 30, 2016

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

Invesco International Core Equity Fund
   Class A Shares                           Contractual     2.25%      July 1, 2009      June 30, 2016
   Class B Shares                           Contractual     3.00%      July 1, 2009      June 30, 2016
   Class C Shares                           Contractual     3.00%      July 1, 2009      June 30, 2016
   Class R Shares                           Contractual     2.50%      July 1, 2009      June 30, 2016
   Class R5 Shares                          Contractual     2.00%      July 1, 2009      June 30, 2016
   Class R6 Shares                          Contractual     2.00%   September 24, 2012   June 30, 2016
   Class Y Shares                           Contractual     2.00%      July 1, 2009      June 30, 2016
   Investor Class Shares                    Contractual     2.25%      July 1, 2009      June 30, 2016
</TABLE>

See page 17 for footnotes to Exhibit A

                                       9

<PAGE>

<TABLE>
<CAPTION>
                                                  CONTRACTUAL/  EXPENSE   EFFECTIVE DATE OF     EXPIRATION
FUND                                               VOLUNTARY   LIMITATION   CURRENT LIMIT          DATE
----                                              ------------ ---------- ------------------ -----------------
<S>                                               <C>          <C>        <C>                <C>
Invesco International Growth Fund
   Class A Shares                                 Contractual     2.25%      July 1, 2013      June 30, 2016
   Class B Shares                                 Contractual     3.00%      July 1, 2013      June 30, 2016
   Class C Shares                                 Contractual     3.00%      July 1, 2013      June 30, 2016
   Class R Shares                                 Contractual     2.50%      July 1, 2013      June 30, 2016
   Class R5 Shares                                Contractual     2.00%      July 1, 2013      June 30, 2016
   Class R6 Shares                                Contractual     2.00%      July 1, 2013      June 30, 2016
   Class Y Shares                                 Contractual     2.00%      July 1, 2013      June 30, 2016

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

                               AIM INVESTMENT FUNDS (INVESCO INVESTMENT FUNDS)

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

Invesco Balanced-Risk Allocation Fund/3/
   Class A Shares                                 Contractual     2.00%      July 1, 2012      June 30, 2016
   Class B Shares                                 Contractual     2.75%      July 1, 2012      June 30, 2016
   Class C Shares                                 Contractual     2.75%      July 1, 2012      June 30, 2016
   Class R Shares                                 Contractual     2.25%      July 1, 2012      June 30, 2016
   Class R5 Shares                                Contractual     1.75%      July 1, 2012      June 30, 2016
   Class R6 Shares                                Contractual     1.75%   September 24, 2012   June 30, 2016
   Class Y Shares                                 Contractual     1.75%      July 1, 2012      June 30, 2016

Invesco Balanced-Risk Commodity Strategy Fund/4/
   Class A Shares                                 Contractual     2.00%      July 1, 2014      June 30, 2016
   Class B Shares                                 Contractual     2.75%      July 1, 2014      June 30, 2016
   Class C Shares                                 Contractual     2.75%      July 1, 2014      June 30, 2016
   Class R Shares                                 Contractual     2.25%      July 1, 2014      June 30, 2016
   Class R5 Shares                                Contractual     1.75%      July 1, 2014      June 30, 2016
   Class R6 Shares                                Contractual     1.75%      July 1, 2014      June 30, 2016
   Class Y Shares                                 Contractual     1.75%      July 1, 2014      June 30, 2016

Invesco Developing Markets Fund
   Class A Shares                                 Contractual     2.25%      July 1, 2012      June 30, 2016
   Class B Shares                                 Contractual     3.00%      July 1, 2012      June 30, 2016
   Class C Shares                                 Contractual     3.00%      July 1, 2012      June 30, 2016
   Class R5 Shares                                Contractual     2.00%      July 1, 2012      June 30, 2016
   Class R6 Shares                                Contractual     2.00%   September 24, 2012   June 30, 2016
   Class Y Shares                                 Contractual     2.00%      July 1, 2012      June 30, 2016
</TABLE>

See page 17 for footnotes to Exhibit A

                                      10

<PAGE>

<TABLE>
<CAPTION>
                                             CONTRACTUAL/       EXPENSE        EFFECTIVE DATE OF     EXPIRATION
FUND                                          VOLUNTARY        LIMITATION        CURRENT LIMIT          DATE
----                                         ------------ -------------------  ------------------ -----------------
<S>                                          <C>          <C>                  <C>                <C>
Invesco Emerging Markets Equity Fund
   Class A Shares                            Contractual                 1.85%    May 11, 2011    February 28, 2017
   Class C Shares                            Contractual                 2.60%    May 11, 2011    February 28, 2017
   Class R Shares                            Contractual                 2.10%    May 11, 2011    February 28, 2017
   Class R5 Shares                           Contractual                 1.60%    May 11, 2011    February 28, 2017
   Class R6 Shares                           Contractual                 1.60% September 24, 2012 February 28, 2017
   Class Y Shares                            Contractual                 1.60%    May 11, 2011    February 28, 2017

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

Invesco Endeavor Fund
   Class A Shares                            Contractual                 2.00%    July 1, 2009      June 30, 2016
   Class B Shares                            Contractual                 2.75%    July 1, 2009      June 30, 2016
   Class C Shares                            Contractual                 2.75%    July 1, 2009      June 30, 2016
   Class R Shares                            Contractual                 2.25%    July 1, 2009      June 30, 2016
   Class R5 Shares                           Contractual                 1.75%    July 1, 2009      June 30, 2016
   Class R6 Shares                           Contractual                 1.75% September 24, 2012   June 30, 2016
   Class Y Shares                            Contractual                 1.75%    July 1, 2009      June 30, 2016

Invesco Global Health Care Fund
   Class A Shares                            Contractual                 2.00%    July 1, 2012      June 30, 2016
   Class B Shares                            Contractual                 2.75%    July 1, 2012      June 30, 2016
   Class C Shares                            Contractual                 2.75%    July 1, 2012      June 30, 2016
   Class Y Shares                            Contractual                 1.75%    July 1, 2012      June 30, 2016
   Investor Class Shares                     Contractual                 2.00%    July 1, 2012      June 30, 2016

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

Invesco Global Markets Strategy Fund/5/
   Class A Shares                            Contractual  1.80% 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 Markets Strategy Fund/5/
   Class A Shares                            Contractual                 1.65%   March 1, 2016    February 28, 2017
   Class C Shares                            Contractual                 2.40%   March 1, 2016    February 28, 2017
   Class R Shares                            Contractual                 1.90%   March 1, 2016    February 28, 2017
   Class R5 Shares                           Contractual                 1.40%   March 1, 2016    February 28, 2017
   Class R6 Shares                           Contractual                 1.40%   March 1, 2016    February 28, 2017
   Class Y Shares                            Contractual                 1.40%   March 1, 2016    February 28, 2017
</TABLE>

See page 17 for footnotes to Exhibit A

                                      11

<PAGE>

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

Invesco 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

Invesco Global Targeted Returns Fund/6/
   Class A Shares                             Contractual                 1.65%    March 1, 2016    February 28, 2017
   Class C Shares                             Contractual                 2.40%    March 1, 2016    February 28, 2017
   Class R Shares                             Contractual                 1.90%    March 1, 2016    February 28, 2017
   Class R5 Shares                            Contractual                 1.40%    March 1, 2016    February 28, 2017
   Class R6 Shares                            Contractual                 1.40%    March 1, 2016    February 28, 2017
   Class Y Shares                             Contractual                 1.40%    March 1, 2016    February 28, 2017

Invesco Greater China Fund
   Class A Shares                             Contractual                 2.25%     July 1, 2009      June 30, 2016
   Class B Shares                             Contractual                 3.00%     July 1, 2009      June 30, 2016
   Class C Shares                             Contractual                 3.00%     July 1, 2009      June 30, 2016
   Class R5 Shares                            Contractual                 2.00%     July 1, 2009      June 30, 2016
   Class Y Shares                             Contractual                 2.00%     July 1, 2009      June 30, 2016

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

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

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

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

See page 17 for footnotes to Exhibit A

                                      12

<PAGE>

<TABLE>
<CAPTION>
                                         CONTRACTUAL/       EXPENSE         EFFECTIVE DATE OF    EXPIRATION
FUND                                      VOLUNTARY        LIMITATION         CURRENT LIMIT         DATE
----                                     ------------ --------------------- ----------------- -----------------
<S>                                      <C>          <C>                   <C>               <C>
Invesco Macro International Equity Fund
   Class A Shares                        Contractual                 1.43%  December 17, 2013 February 28, 2017
   Class C Shares                        Contractual                 2.18%  December 17, 2013 February 28, 2017
   Class R Shares                        Contractual                 1.68%  December 17, 2013 February 28, 2017
   Class R5 Shares                       Contractual                 1.18%  December 17, 2013 February 28, 2017
   Class R6 Shares                       Contractual                 1.18%  December 17, 2013 February 28, 2017
   Class Y Shares                        Contractual                 1.18%  December 17, 2013 February 28, 2017

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

Invesco Pacific Growth Fund
   Class A Shares                        Contractual                 2.25%    July 1, 2012      June 30, 2016
   Class B Shares                        Contractual                 3.00%    July 1, 2012      June 30, 2016
   Class C Shares                        Contractual                 3.00%    July 1, 2012      June 30, 2016
   Class R Shares                        Contractual                 2.50%    July 1, 2012      June 30, 2016
   Class R5 Shares                       Contractual                 2.00%    July 1, 2012      June 30, 2016
   Class Y Shares                        Contractual                 2.00%    July 1, 2012      June 30, 2016

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

Invesco Select Companies Fund
   Class A Shares                        Contractual                 2.00%    July 1, 2009      June 30, 2016
   Class B Shares                        Contractual                 2.75%    July 1, 2009      June 30, 2016
   Class C Shares                        Contractual                 2.75%    July 1, 2009      June 30, 2016
   Class R Shares                        Contractual                 2.25%    July 1, 2009      June 30, 2016
   Class R5 Shares                       Contractual                 1.75%    July 1, 2009      June 30, 2016
   Class Y Shares                        Contractual                 1.75%    July 1, 2009      June 30, 2016

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

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

See page 17 for footnotes to Exhibit A.

                                      13

<PAGE>

     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, 2016
   Class B Shares                                Contractual     2.25%       July 1, 2012      June 30, 2016
   Class C Shares                                Contractual     2.25%       July 1, 2012      June 30, 2016
   Class R Shares                                Contractual     1.75%       July 1, 2012      June 30, 2016
   Class R5 Shares                               Contractual     1.25%       July 1, 2012      June 30, 2016
   Class R6 Shares                               Contractual     1.25%    September 24, 2012   June 30, 2016
   Class Y Shares                                Contractual     1.25%       July 1, 2012      June 30, 2016

Invesco Global Real Estate Fund
   Class A Shares                                Contractual     2.00%       July 1, 2009      June 30, 2016
   Class B Shares                                Contractual     2.75%       July 1, 2009      June 30, 2016
   Class C Shares                                Contractual     2.75%       July 1, 2009      June 30, 2016
   Class R Shares                                Contractual     2.25%       July 1, 2009      June 30, 2016
   Class R5 Shares                               Contractual     1.75%       July 1, 2009      June 30, 2016
   Class R6 Shares                               Contractual     1.75%    September 24, 2012   June 30, 2016
   Class Y Shares                                Contractual     1.75%       July 1, 2009      June 30, 2016

Invesco High Yield Fund
   Class A Shares                                Contractual     1.50%       July 1, 2013      June 30, 2016
   Class B Shares                                Contractual     2.25%       July 1, 2013      June 30, 2016
   Class C Shares                                Contractual     2.25%       July 1, 2013      June 30, 2016
   Class R5 Shares                               Contractual     1.25%       July 1, 2013      June 30, 2016
   Class R6 Shares                               Contractual     1.25%       July 1, 2013      June 30, 2016
   Class Y Shares                                Contractual     1.25%       July 1, 2013      June 30, 2016
   Investor Class Shares                         Contractual     1.50%       July 1, 2013      June 30, 2016

Invesco Limited Maturity Treasury Fund
   Class A Shares                                Contractual     1.50%       July 1, 2012      June 30, 2016
   Class A2 Shares                               Contractual     1.40%       July 1, 2012      June 30, 2016
   Class R5 Shares                               Contractual     1.25%       July 1, 2012      June 30, 2016
   Class Y Shares                                Contractual     1.25%       July 1, 2012      June 30, 2016

Invesco Short Duration Inflation Protected Fund
   Class A Shares                                Contractual     0.55%    December 31, 2015  December 31, 2016
   Class A2 Shares                               Contractual     0.45%    December 31, 2015  December 31, 2016
   Class R5 Shares                               Contractual     0.30%    December 31, 2015  December 31, 2016
   Class R6 Shares                               Contractual     0.30%    December 31, 2015  December 31, 2016
   Class Y Shares                                Contractual     0.30%    December 31, 2015  December 31, 2016

Invesco Real Estate Fund
   Class A Shares                                Contractual     2.00%       July 1, 2012      June 30, 2016
   Class B Shares                                Contractual     2.75%       July 1, 2012      June 30, 2016
   Class C Shares                                Contractual     2.75%       July 1, 2012      June 30, 2016
   Class R Shares                                Contractual     2.25%       July 1, 2012      June 30, 2016
   Class R5 Shares                               Contractual     1.75%       July 1, 2012      June 30, 2016
   Class R6 Shares                               Contractual     1.75%    September 24, 2012   June 30, 2016
   Class Y Shares                                Contractual     1.75%       July 1, 2012      June 30, 2016
   Investor Class Shares                         Contractual     2.00%       July 1, 2012      June 30, 2016

Invesco Short Term Bond Fund
   Class A Shares                                Contractual     1.40%       July 1, 2013      June 30, 2016
   Class C Shares                                Contractual     1.75%/2/    July 1, 2013      June 30, 2016
   Class R Shares                                Contractual     1.75%       July 1, 2013      June 30, 2016
   Class R5 Shares                               Contractual     1.25%       July 1, 2013      June 30, 2016
   Class R6 Shares                               Contractual     1.25%       July 1, 2013      June 30, 2016
   Class Y Shares                                Contractual     1.25%       July 1, 2013      June 30, 2016
</TABLE>

See page 17 for footnotes to Exhibit A.

                                      14

<PAGE>

<TABLE>
<CAPTION>
                                     CONTRACTUAL/  EXPENSE   EFFECTIVE DATE OF    EXPIRATION
FUND                                  VOLUNTARY   LIMITATION   CURRENT LIMIT         DATE
----                                 ------------ ---------- ------------------ ---------------
<S>                                  <C>          <C>        <C>                <C>
Invesco U.S. Government Fund
   Class A Shares                    Contractual     1.50%      July 1, 2012     June 30, 2016
   Class B Shares                    Contractual     2.25%      July 1, 2012     June 30, 2016
   Class C Shares                    Contractual     2.25%      July 1, 2012     June 30, 2016
   Class R Shares                    Contractual     1.75%      July 1, 2012     June 30, 2016
   Class R5 Shares                   Contractual     1.25%      July 1, 2012     June 30, 2016
   Class Y Shares                    Contractual     1.25%      July 1, 2012     June 30, 2016
   Investor Class Shares             Contractual     1.50%      July 1, 2012     June 30, 2016

                           AIM SECTOR FUNDS (INVESCO SECTOR FUNDS)

                                     CONTRACTUAL/  EXPENSE   EFFECTIVE DATE OF    EXPIRATION
FUND                                  VOLUNTARY   LIMITATION   CURRENT LIMIT         DATE
----                                 ------------ ---------- ------------------ ---------------
Invesco American Value Fund
   Class A Shares                    Contractual     2.00%      July 1, 2013     June 30, 2016
   Class B Shares                    Contractual     2.75%      July 1, 2013     June 30, 2016
   Class C Shares                    Contractual     2.75%      July 1, 2013     June 30, 2016
   Class R Shares                    Contractual     2.25%      July 1, 2013     June 30, 2016
   Class R5 Shares                   Contractual     1.75%      July 1, 2013     June 30, 2016
   Class R6 Shares                   Contractual     1.75%      July 1, 2013     June 30, 2016
   Class Y Shares                    Contractual     1.75%      July 1, 2013     June 30, 2016

Invesco Comstock Fund
   Class A Shares                    Contractual     2.00%      July 1, 2012     June 30, 2016
   Class B Shares                    Contractual     2.75%      July 1, 2012     June 30, 2016
   Class C Shares                    Contractual     2.75%      July 1, 2012     June 30, 2016
   Class R Shares                    Contractual     2.25%      July 1, 2012     June 30, 2016
   Class R5 Shares                   Contractual     1.75%      July 1, 2012     June 30, 2016
   Class R6 Shares                   Contractual     1.75%   September 24, 2012  June 30, 2016
   Class Y Shares                    Contractual     1.75%      July 1, 2012     June 30, 2016

Invesco Energy Fund
   Class A Shares                    Contractual     2.00%      July 1, 2009     June 30, 2016
   Class B Shares                    Contractual     2.75%      July 1, 2009     June 30, 2016
   Class C Shares                    Contractual     2.75%      July 1, 2009     June 30, 2016
   Class R5 Shares                   Contractual     1.75%      July 1, 2009     June 30, 2016
   Class Y Shares                    Contractual     1.75%      July 1, 2009     June 30, 2016
   Investor Class Shares             Contractual     2.00%      July 1, 2009     June 30, 2016

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

Invesco Gold & Precious Metals Fund
   Class A Shares                    Contractual     2.00%      July 1, 2009     June 30, 2016
   Class B Shares                    Contractual     2.75%      July 1, 2009     June 30, 2016
   Class C Shares                    Contractual     2.75%      July 1, 2009     June 30, 2016
   Class Y Shares                    Contractual     1.75%      July 1, 2009     June 30, 2016
   Investor Class Shares             Contractual     2.00%      July 1, 2009     June 30, 2016

Invesco Mid Cap Growth Fund
   Class A Shares                    Contractual     2.00%     August 1, 2015    June 30, 2016
   Class B Shares                    Contractual     2.75%     August 1, 2015    June 30, 2016
   Class C Shares                    Contractual     2.75%     August 1, 2015    June 30, 2016
   Class R Shares                    Contractual     2.25%     August 1, 2015    June 30, 2016
   Class R5 Shares                   Contractual     1.75%     August 1, 2015    June 30, 2016
   Class R6 Shares                   Contractual     1.75%     August 1, 2015    June 30, 2016
   Class Y Shares                    Contractual     1.75%     August 1, 2015    June 30, 2016
</TABLE>

See page 17 for footnotes to Exhibit A.

                                      15

<PAGE>

<TABLE>
<CAPTION>
                                                 CONTRACTUAL/  EXPENSE   EFFECTIVE DATE OF  EXPIRATION
FUND                                              VOLUNTARY   LIMITATION   CURRENT LIMIT       DATE
----                                             ------------ ---------- ----------------- -------------
<S>                                              <C>          <C>        <C>               <C>
Invesco Small Cap Value Fund
   Class A Shares                                Contractual     2.00%     July 1, 2012    June 30, 2016
   Class B Shares                                Contractual     2.75%     July 1, 2012    June 30, 2016
   Class C Shares                                Contractual     2.75%     July 1, 2012    June 30, 2016
   Class Y Shares                                Contractual     1.75%     July 1, 2012    June 30, 2016

Invesco Technology Fund
   Class A Shares                                Contractual     2.00%     July 1, 2012    June 30, 2016
   Class B Shares                                Contractual     2.75%     July 1, 2012    June 30, 2016
   Class C Shares                                Contractual     2.75%     July 1, 2012    June 30, 2016
   Class R5 Shares                               Contractual     1.75%     July 1, 2012    June 30, 2016
   Class Y Shares                                Contractual     1.75%     July 1, 2012    June 30, 2016
   Investor Class Shares                         Contractual     2.00%     July 1, 2012    June 30, 2016

Invesco Technology Sector Fund
   Class A Shares                                Contractual     2.00%   February 12, 2010 June 30, 2016
   Class B Shares                                Contractual     2.75%   February 12, 2010 June 30, 2016
   Class C Shares                                Contractual     2.75%   February 12, 2010 June 30, 2016
   Class Y Shares                                Contractual     1.75%   February 12, 2010 June 30, 2016

Invesco Value Opportunities Fund
   Class A Shares                                Contractual     2.00%     July 1, 2012    June 30, 2016
   Class B Shares                                Contractual     2.75%     July 1, 2012    June 30, 2016
   Class C Shares                                Contractual     2.75%     July 1, 2012    June 30, 2016
   Class R Shares                                Contractual     2.25%     July 1, 2012    June 30, 2016
   Class R5 Shares                               Contractual     1.75%     July 1, 2012    June 30, 2016
   Class Y Shares                                Contractual     1.75%     July 1, 2012    June 30, 2016

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

                                                 CONTRACTUAL/  EXPENSE   EFFECTIVE DATE OF  EXPIRATION
FUND                                              VOLUNTARY   LIMITATION   CURRENT LIMIT       DATE
----                                             ------------ ---------- ----------------- -------------
Invesco High Yield Municipal Fund
   Class A Shares                                Contractual     1.50%     July 1, 2012    June 30, 2016
   Class B Shares                                Contractual     2.25%     July 1, 2012    June 30, 2016
   Class C Shares                                Contractual     2.25%     July 1, 2012    June 30, 2016
   Class R5 Shares                               Contractual     1.25%     July 1, 2012    June 30, 2016
   Class Y Shares                                Contractual     1.25%     July 1, 2012    June 30, 2016

Invesco Intermediate Term Municipal Income Fund
   Class A Shares                                Contractual     0.80%     July 1, 2013    June 30, 2016
   Class B Shares                                Contractual     1.55%     July 1, 2013    June 30, 2016
   Class C Shares                                Contractual     1.55%     July 1, 2013    June 30, 2016
   Class Y Shares                                Contractual     0.55%     July 1, 2013    June 30, 2016

Invesco Municipal Income Fund
   Class A Shares                                Contractual     1.50%     July 1, 2013    June 30, 2016
   Class B Shares                                Contractual     2.25%     July 1, 2013    June 30, 2016
   Class C Shares                                Contractual     2.25%     July 1, 2013    June 30, 2016
   Class Y Shares                                Contractual     1.25%     July 1, 2013    June 30, 2016
   Investor Class                                Contractual     1.50%     July 15, 2013   June 30, 2016

Invesco New York Tax Free Income Fund
   Class A Shares                                Contractual     1.50%     July 1, 2012    June 30, 2016
   Class B Shares                                Contractual     2.25%     July 1, 2012    June 30, 2016
   Class C Shares                                Contractual     2.25%     July 1, 2012    June 30, 2016
   Class Y Shares                                Contractual     1.25%     July 1, 2012    June 30, 2016

Invesco Limited Term Municiipal Income Fund
   Class A Shares                                Contractual     1.50%     July 1, 2012    June 30, 2016
   Class A2 Shares                               Contractual     1.25%     July 1, 2012    June 30, 2016
   Class C Shares                                Contractual     2.25%     June 30, 2013   June 30, 2016
   Class R5 Shares                               Contractual     1.25%     July 1, 2012    June 30, 2016
   Class Y Shares                                Contractual     1.25%     July 1, 2012    June 30, 2016
</TABLE>

See page 17 for footnotes to Exhibit A.

                                      16

<PAGE>

                           INVESCO MANAGEMENT TRUST

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

                                          INVESCO SECURITIES TRUST

                                                  CONTRACTUAL/  EXPENSE   EFFECTIVE DATE OF    EXPIRATION
FUND                                               VOLUNTARY   LIMITATION   CURRENT LIMIT         DATE
----                                              ------------ ---------- ----------------- -----------------
Invesco Balanced-Risk Aggressive Allocation Fund  Contractual     1.15%   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.
/2/  The expense limit shown is the expense limit after Rule 12b-1 fee waivers
     by Invesco Distributors, Inc.
/3/  Includes waived fees or reimbursed expenses that Invesco receives from
     Invesco Cayman Commodity Fund I, Ltd.
/4/  Includes waived fees or reimbursed expenses that Invesco receives from
     Invesco Cayman Commodity Fund III, Ltd.
/5/  Includes waived fees or reimbursed expenses that Invesco receives from
     Invesco Cayman Commodity Fund V, Ltd.
/6/  Includes waived fees or reimbursed expenses that Invesco receives from
     Invesco Cayman Commodity Fund VII, Ltd.

                                      17

<PAGE>

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

                         SHORT-TERM INVESTMENTS TRUST

<TABLE>
<CAPTION>
                                    CONTRACTUAL/  EXPENSE    EFFECTIVE DATE OF    EXPIRATION
FUND                                 VOLUNTARY   LIMITATION    CURRENT LIMIT         DATE
----                                ------------ ----------  ----------------- -----------------
<S>                                 <C>          <C>         <C>               <C>
Government & Agency Portfolio
   Cash Management Class            Contractual     0.22%/2/   July 1, 2009    December 31, 2016
   Corporate Class                  Contractual     0.17%      July 1, 2009    December 31, 2016
   Institutional Class              Contractual     0.14%      July 1, 2009    December 31, 2016
   Personal Investment Class        Contractual     0.69%/2/   July 1, 2009    December 31, 2016
   Private Investment Class         Contractual     0.44%/2/   July 1, 2009    December 31, 2016
   Reserve Class                    Contractual     1.01%/2/   July 1, 2009    December 31, 2016
   Resource Class                   Contractual     0.30%/2/   July 1, 2009    December 31, 2016

Government TaxAdvantage Portfolio
   Cash Management Class            Contractual     0.22%/2/   July 1, 2009    December 31, 2016
   Corporate Class                  Contractual     0.17%      July 1, 2009    December 31, 2016
   Institutional Class              Contractual     0.14%      July 1, 2009    December 31, 2016
   Personal Investment Class        Contractual     0.69%/2/   July 1, 2009    December 31, 2016
   Private Investment Class         Contractual     0.39%/2/   July 1, 2009    December 31, 2016
   Reserve Class                    Contractual     1.01%/2/   July 1, 2009    December 31, 2016
   Resource Class                   Contractual     0.30%/2/   July 1, 2009    December 31, 2016

Liquid Assets Portfolio
   Cash Management Class            Contractual     0.22%/2/   July 1, 2009    December 31, 2016
   Corporate Class                  Contractual     0.17%      July 1, 2009    December 31, 2016
   Institutional Class              Contractual     0.14%      July 1, 2009    December 31, 2016
   Personal Investment Class        Contractual     0.69%/2/   July 1, 2009    December 31, 2016
   Private Investment Class         Contractual     0.44%/2/   July 1, 2009    December 31, 2016
   Reserve Class                    Contractual     1.01%/2/   July 1, 2009    December 31, 2016
   Resource Class                   Contractual     0.34%      July 1, 2009    December 31, 2016

STIC Prime Portfolio
   Cash Management Class            Contractual     0.22%/2/   July 1, 2009    December 31, 2016
   Corporate Class                  Contractual     0.17%      July 1, 2009    December 31, 2016
   Institutional Class              Contractual     0.14%      July 1, 2009    December 31, 2016
   Personal Investment Class        Contractual     0.69%/2/   July 1, 2009    December 31, 2016
   Private Investment Class         Contractual     0.44%/2/   July 1, 2009    December 31, 2016
   Reserve Class                    Contractual     1.01%/2/   July 1, 2009    December 31, 2016
   Resource Class                   Contractual     0.30%/2/   July 1, 2009    December 31, 2016

Tax-Free Cash Reserve Portfolio/3/
   Cash Management Class            Contractual     0.33%/2/   July 1, 2009    December 31, 2016
   Corporate Class                  Contractual     0.28%      July 1, 2009    December 31, 2016
   Institutional Class              Contractual     0.25%      July 1, 2009    December 31, 2016
   Personal Investment Class        Contractual     0.80%/2/   July 1, 2009    December 31, 2016
   Private Investment Class         Contractual     0.50%/2/   July 1, 2009    December 31, 2016
   Reserve Class                    Contractual     1.12%/2/   July 1, 2009    December 31, 2016
   Resource Class                   Contractual     0.41%/2/   July 1, 2009    December 31, 2016

Treasury Portfolio
   Cash Management Class            Contractual     0.22%/2/   July 1, 2009    December 31, 2016
   Corporate Class                  Contractual     0.17%      July 1, 2009    December 31, 2016
   Institutional Class              Contractual     0.14%      July 1, 2009    December 31, 2016
   Personal Investment Class        Contractual     0.69%/2/   July 1, 2009    December 31, 2016
   Private Investment Class         Contractual     0.44%/2/   July 1, 2009    December 31, 2016
   Reserve Class                    Contractual     1.01%/2/   July 1, 2009    December 31, 2016
   Resource Class                   Contractual     0.30%/2/   July 1, 2009    December 31, 2016
</TABLE>

/1/  The expense rate excluding 12b-1 fees of any class of shares established
     after the date of this Memorandum of Agreement will be the same as
     existing classes.
/2/  The expense 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>

                    EXHIBIT "C" - VARIABLE INSURANCE FUNDS

        AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)

<TABLE>
<CAPTION>
                                               CONTRACTUAL/       EXPENSE        EFFECTIVE DATE OF   EXPIRATION
FUND                                            VOLUNTARY        LIMITATION        CURRENT LIMIT        DATE
----                                           ------------ -------------------  ----------------- --------------
<S>                                            <C>          <C>                  <C>               <C>
Invesco V.I. American Franchise Fund
   Series I Shares                             Contractual                 2.00%   July 1, 2014    June 30, 2016
   Series II Shares                            Contractual                 2.25%   July 1, 2014    June 30, 2016

Invesco V.I. American Value Fund
   Series I Shares                             Contractual                 2.00%   July 1, 2012    June 30, 2016
   Series II Shares                            Contractual                 2.25%   July 1, 2012    June 30, 2016

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

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

Invesco V.I. Core Equity Fund
   Series I Shares                             Contractual                 2.00%   May 1, 2013     June 30, 2016
   Series II Shares                            Contractual                 2.25%   May 1, 2013     June 30, 2016

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

Invesco V.I. Diversified Dividend Fund
   Series I Shares                             Contractual                 2.00%   May 1, 2013     June 30, 2016
   Series II Shares                            Contractual                 2.25%   May 1, 2013     June 30, 2016

Invesco V.I. Equally-Weighted S&P 500 Fund
   Series I Shares                             Contractual                 2.00%   July 1, 2012    June 30, 2016
   Series II Shares                            Contractual                 2.25%   July 1, 2012    June 30, 2016

Invesco V.I. Equity and Income Fund
   Series I Shares                             Contractual                 1.50%   July 1, 2012    June 30, 2016
   Series II Shares                            Contractual                 1.75%   July 1, 2012    June 30, 2016

Invesco V.I. Global Core Equity Fund
   Series I Shares                             Contractual                 2.25%   July 1, 2012    June 30, 2016
   Series II Shares                            Contractual                 2.50%   July 1, 2012    June 30, 2016

Invesco V.I. Global Health Care Fund
   Series I Shares                             Contractual                 2.00%   May 1, 2013     June 30, 2016
   Series II Shares                            Contractual                 2.25%   May 1, 2013     June 30, 2016

Invesco V.I. Global Real Estate Fund
   Series I Shares                             Contractual                 2.00%   May 1, 2013     June 30, 2016
   Series II Shares                            Contractual                 2.25%   May 1, 2013     June 30, 2016
</TABLE>

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

                                      19

<PAGE>

<TABLE>
<CAPTION>
                                         CONTRACTUAL/  EXPENSE   EFFECTIVE DATE OF   EXPIRATION
FUND                                      VOLUNTARY   LIMITATION   CURRENT LIMIT        DATE
----                                     ------------ ---------- ----------------- --------------
<S>                                      <C>          <C>        <C>               <C>
Invesco V.I. Government Securities Fund
   Series I Shares                       Contractual     1.50%     May 1, 2013     June 30, 2016
   Series II Shares                      Contractual     1.75%     May 1, 2013     June 30, 2016

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

Invesco V.I. High Yield Fund
   Series I Shares                       Contractual     1.50%     May 1, 2014     June 30, 2016
   Series II Shares                      Contractual     1.75%     May 1, 2014     June 30, 2016

Invesco V.I. International Growth Fund
   Series I Shares                       Contractual     2.25%     July 1, 2012    June 30, 2016
   Series II Shares                      Contractual     2.50%     July 1, 2012    June 30, 2016

Invesco V.I. Managed Volatility Fund
   Series I Shares                       Contractual     2.00%     May 1, 2015     June 30, 2016
   Series II Shares                      Contractual     2.25%     May 1, 2015     June 30, 2016

Invesco V.I. Mid Cap Core Equity Fund
   Series I Shares                       Contractual     2.00%     May 1, 2013     June 30, 2016
   Series II Shares                      Contractual     2.25%     May 1, 2013     June 30, 2016

Invesco V.I. Mid Cap Growth Fund
   Series I Shares                       Contractual     2.00%     July 1, 2014    June 30, 2016
   Series II Shares                      Contractual     2.25%     July 1, 2014    June 30, 2016

Invesco V.I. Money Market Fund
   Series I Shares                       Contractual     1.50%     May 1, 2013     June 30, 2016
   Series II Shares                      Contractual     1.75%     May 1, 2013     June 30, 2016

Invesco V.I. S&P 500 Index Fund
   Series I Shares                       Contractual     2.00%     July 1, 2012    June 30, 2016
   Series II Shares                      Contractual     2.25%     July 1, 2012    June 30, 2016

Invesco V.I. Small Cap Equity Fund
   Series I Shares                       Contractual     2.00%     May 1, 2013     June 30, 2016
   Series II Shares                      Contractual     2.25%     May 1, 2013     June 30, 2016

Invesco V.I. Technology Fund
   Series I Shares                       Contractual     2.00%     May 1, 2013     June 30, 2016
   Series II Shares                      Contractual     2.25%     May 1, 2013     June 30, 2016

Invesco V.I. Value Opportunities Fund
   Series I Shares                       Contractual     2.00%     May 1, 2013     June 30, 2016
   Series II Shares                      Contractual     2.25%     May 1, 2013     June 30, 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.

                                      20

<PAGE>

                        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      0.73%     July 1, 2015       N/A

                                    INVESCO MUNICIPAL OPPORTUNITY TRUST

                                                        CONTRACTUAL/  EXPENSE   EFFECTIVE DATE OF COMMITMENT
FUND                                                     VOLUNTARY   LIMITATION   CURRENT LIMIT    END DATE
----                                                    ------------ ---------- ----------------- ----------
Invesco Municipal Opportunity Trust                      Voluntary      0.89%   November 1, 2014     N/A

                                  INVESCO QUALITY MUNICIPAL INCOME TRUST

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

                          INVESCO TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS

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

                                      21
</TEXT>
</DOCUMENT>
