<DOCUMENT>
<TYPE>EX-99.77Q1E
<SEQUENCE>5
<FILENAME>d788783dex9977q1e.txt
<DESCRIPTION>EX-99.77Q1E
<TEXT>
<PAGE>

                                                               Sub-Item 77Q1(e)

                            MEMORANDUM OF AGREEMENT
              (AFFILIATED MONEY MARKET FUND ADVISORY FEE WAIVER)

   This Memorandum of Agreement is entered into as of the dates indicated on
Exhibit "A" between Invesco Advantage Municipal Income Trust II, Invesco Bond
Fund, Invesco California Value Municipal Income Trust, Invesco Dynamic Credit
Opportunities Fund, Invesco High Income Trust II, Invesco Municipal Opportunity
Trust, Invesco Municipal Trust, Invesco Pennsylvania Value Municipal Income
Trust, Invesco Senior Income Trust, Invesco Senior Loan Fund, Invesco Trust for
Investment Grade Municipals, Invesco Trust for Investment Grade New York
Municipals and Invesco Exchange Fund (each a "Fund" and collectively, the
"Funds") and Invesco Advisers, Inc. ("Invesco").

   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 Funds and Invesco agree as follows:

   Each Fund and Invesco agree that until the expiration date, if any, of the
   commitment set forth on the attached Exhibit "A" occurs, as such Exhibit "A"
   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 fund
            managed by Invesco or its affiliates 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 Uninvested Cash in an
            Affiliated Money Market Fund; and

       (b) "Uninvested Cash" - cash available and uninvested by a Fund that may
       result from a variety of sources, including dividends or interest
       received on portfolio securities, unsettled securities transactions,
       strategic reserves, matured investments, proceeds from liquidation of
       investment securities, dividend payments, or new investor capital.

<PAGE>

   Subject to the foregoing paragraphs, each of the Funds and Invesco agree to
review the then-current waivers for each Fund listed on the Exhibit 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 the Funds and Invesco have agreed to continue them. The Exhibit
will be amended to reflect any such agreement.

   Nothing in this Memorandum of Agreement is intended to affect any other
memorandum of agreement executed by any Fund or Invesco with respect to any
other fee waivers, expense reimbursements and/or expense limitations.

   IN WITNESS WHEREOF, each Fund and Invesco have entered into this Memorandum
of Agreement as of the dates indicated on Exhibit "A".

                                INVESCO ADVANTAGE MUNICIPAL INCOME TRUST II
                                INVESCO BOND FUND
                                INVESCO CALIFORNIA VALUE MUNICIPAL INCOME TRUST
                                INVESCO DYNAMIC CREDIT OPPORTUNITIES FUND
                                INVESCO HIGH INCOME TRUST II
                                INVESCO MUNICIPAL OPPORTUNITY TRUST
                                INVESCO MUNICIPAL TRUST
                                INVESCO PENNSYLVANIA VALUE MUNICIPAL INCOME
                                TRUST
                                INVESCO SENIOR INCOME TRUST
                                INVESCO SENIOR LOAN FUND
                                INVESCO TRUST FOR INVESTMENT GRADE MUNICIPALS
                                INVESCO TRUST FOR INVESTMENT GRADE NEW YORK
                                MUNICIPALS
                                INVESCO EXCHANGE FUND

                                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"

                  INVESCO ADVANTAGE MUNICIPAL INCOME TRUST II

<TABLE>
<CAPTION>
FUND                                                       EFFECTIVE DATE COMMITTED UNTIL
----                                                       -------------- ---------------
<S>                                                        <C>            <C>
Invesco Advantage Municipal Income Trust                    May 15, 2012   June 30, 2016
</TABLE>

                               INVESCO BOND FUND

<TABLE>
<CAPTION>
FUND                                                       EFFECTIVE DATE COMMITTED UNTIL
----                                                       -------------- ---------------
<S>                                                        <C>            <C>
Invesco Bond Fund                                           May 15, 2012   June 30, 2016
</TABLE>

                INVESCO CALIFORNIA VALUE MUNICIPAL INCOME TRUST

<TABLE>
<CAPTION>
FUND                                                       EFFECTIVE DATE COMMITTED UNTIL
----                                                       -------------- ---------------
<S>                                                        <C>            <C>
Invesco California Value Municipal Income Trust             May 15, 2012   June 30, 2016
</TABLE>

                   INVESCO DYNAMIC CREDIT OPPORTUNITIES FUND

<TABLE>
<CAPTION>
FUND                                                       EFFECTIVE DATE COMMITTED UNTIL
----                                                       -------------- ---------------
<S>                                                        <C>            <C>
Invesco Dynamic Credit Opportunities Fund                   May 15, 2012   June 30, 2016
</TABLE>

                         INVESCO HIGH INCOME TRUST II

<TABLE>
<CAPTION>
FUND                                                       EFFECTIVE DATE COMMITTED UNTIL
----                                                       -------------- ---------------
<S>                                                        <C>            <C>
Invesco High Income Trust II                                May 15, 2012   June 30, 2016
</TABLE>

                      INVESCO MUNICIPAL OPPORTUNITY TRUST

<TABLE>
<CAPTION>
FUND                                                       EFFECTIVE DATE COMMITTED UNTIL
----                                                       -------------- ---------------
<S>                                                        <C>            <C>
Invesco Municipal Opportunity Trust                         May 15, 2012   June 30, 2016
</TABLE>

                            INVESCO MUNICIPAL TRUST

<TABLE>
<CAPTION>
FUND                                                       EFFECTIVE DATE COMMITTED UNTIL
----                                                       -------------- ---------------
<S>                                                        <C>            <C>
Invesco Municipal Trust                                     May 15, 2012   June 30, 2016
</TABLE>

                                      A-1

<PAGE>

               INVESCO PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST

<TABLE>
<CAPTION>
FUND                                                       EFFECTIVE DATE COMMITTED UNTIL
----                                                       -------------- ---------------
<S>                                                        <C>            <C>
Invesco Pennsylvania Value Municipal Income Trust           May 15, 2012   June 30, 2016
</TABLE>

                          INVESCO SENIOR INCOME TRUST

<TABLE>
<CAPTION>
FUND                                                       EFFECTIVE DATE COMMITTED UNTIL
----                                                       -------------- ---------------
<S>                                                        <C>            <C>
Invesco Senior Income Trust                                 May 15, 2012   June 30, 2016
</TABLE>

                           INVESCO SENIOR LOAN FUND

<TABLE>
<CAPTION>
FUND                                                       EFFECTIVE DATE COMMITTED UNTIL
----                                                       -------------- ---------------
<S>                                                        <C>            <C>
Invesco Senior Loan Fund                                    May 15, 2012   June 30, 2016
</TABLE>

                 INVESCO TRUST FOR INVESTMENT GRADE MUNICIPALS

<TABLE>
<CAPTION>
FUND                                                       EFFECTIVE DATE COMMITTED UNTIL
----                                                       -------------- ---------------
<S>                                                        <C>            <C>
Invesco Trust for Investment Grade Municipals               May 15, 2012   June 30, 2016
</TABLE>

            INVESCO TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS

<TABLE>
<CAPTION>
FUND                                                       EFFECTIVE DATE COMMITTED UNTIL
----                                                       -------------- ---------------
<S>                                                        <C>            <C>
Invesco Trust for Investment Grade New York Municipals      May 15, 2012   June 30, 2016
</TABLE>

                             INVESCO EXCHANGE FUND

<TABLE>
<CAPTION>
FUND                                                       EFFECTIVE DATE COMMITTED UNTIL
----                                                       -------------- ---------------
<S>                                                        <C>            <C>
Invesco Exchange Fund                                       May 15, 2012   June 30, 2016
</TABLE>

                                      A-2
</TEXT>
</DOCUMENT>
