<DOCUMENT>
<TYPE>EX-99.77Q1E
<SEQUENCE>3
<FILENAME>d897125dex9977q1e.txt
<DESCRIPTION>EX-99.77Q1E
<TEXT>
<PAGE>

                                                               Sub-Item 77Q1(e)

                            MEMORANDUM OF AGREEMENT
                            (ADVISORY FEE WAIVERS)

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

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

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

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

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

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

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

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

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

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

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

<PAGE>

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

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

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

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

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

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

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

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

INVESCO ADVISERS, INC.

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

<PAGE>

                         EXHIBIT A TO ADVISORY FEE MOA

<TABLE>
<CAPTION>
AIM COUNSELOR SERIES TRUST
(INVESCO COUNSELOR SERIES                                            EXPIRATION
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    06/30/2016

AIM INVESTMENT FUNDS                                                 EXPIRATION
(INVESCO 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   06/30/2016

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

 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   06/30/2016

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

 Premier U.S. Government        Invesco will waive
   Money Portfolio              advisory fees in the
                                 amount of 0.07% of
                                 the Fund's average
                                  daily net assets      2/1/2011     12/31/2015
</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, 2016
 Invesco California Tax-Free Income Fund    February 12, 2010  June 30, 2016
 Invesco Core Plus Bond Fund                  June 2, 2009     June 30, 2016
 Invesco Equally-Weighted S&P 500 Fund      February 12, 2010  June 30, 2016
 Invesco Equity and Income Fund             February 12, 2010  June 30, 2016
 Invesco Floating Rate Fund                   July 1, 2007     June 30, 2016
 Invesco Global Real Estate Income Fund       July 1, 2007     June 30, 2016
 Invesco Growth and Income Fund             February 12, 2010  June 30, 2016
 Invesco Low Volatility Equity Yield Fund     July 1, 2007     June 30, 2016
 Invesco Pennsylvania Tax Free Income Fund  February 12, 2010  June 30, 2016
 Invesco S&P 500 Index Fund                 February 12, 2010  June 30, 2016
 Invesco Small Cap Discovery Fund           February 12, 2010  June 30, 2016
 Invesco Strategic Real Return Fund          April 30, 2014    June 30, 2016

                    AIM EQUITY FUNDS (INVESCO EQUITY FUNDS)

PORTFOLIO                                      EFFECTIVE DATE  COMMITTED UNTIL
---------                                      --------------  ---------------
Invesco Charter Fund                           July 1, 2007    June 30, 2016
Invesco Diversified Dividend Fund              July 1, 2007    June 30, 2016
Invesco Summit Fund                            July 1, 2007    June 30, 2016

                     AIM FUNDS GROUP (INVESCO FUNDS GROUP)

 FUND                                           EFFECTIVE DATE COMMITTED UNTIL
 ----                                           -------------- ---------------
 Invesco European Small Company Fund             July 1, 2007  June 30, 2016
 Invesco Global Core Equity Fund                 July 1, 2007  June 30, 2016
 Invesco International Small Company Fund        July 1, 2007  June 30, 2016
 Invesco Small Cap Equity Fund                   July 1, 2007  June 30, 2016

                   AIM GROWTH SERIES (INVESCO GROWTH SERIES)

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

      AIM INTERNATIONAL MUTUAL FUNDS (INVESCO INTERNATIONAL MUTUAL FUNDS)

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

<PAGE>

                AIM INVESTMENT FUNDS (INVESCO INVESTMENT FUNDS)

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

     AIM INVESTMENT SECURITIES FUNDS (INVESCO INVESTMENT SECURITIES FUNDS)

 FUND                                        EFFECTIVE DATE    COMMITTED UNTIL
 ----                                       ------------------ ---------------
 Invesco Corporate Bond Fund                February 12, 2010  June 30, 2016
 Invesco Global Real Estate Fund              July 1, 2007     June 30, 2016
 Invesco High Yield Fund                      July 1, 2007     June 30, 2016
 Invesco Limited Maturity Treasury Fund       July 1, 2007     June 30, 2016
 Invesco Money Market Fund                    July 1, 2007     June 30, 2016
 Invesco Real Estate Fund                     July 1, 2007     June 30, 2016
 Invesco Short Term Bond Fund                 July 1, 2007     June 30, 2016
 Invesco U.S. Government Fund                 July 1, 2007     June 30, 2016
--------
/1/  Advisory fees to be waived by Invesco for Invesco Balanced-Risk Allocation
     Fund also include advisory fees that Invesco receives on the Uninvested
     Cash from the Affiliated Money Market Fund in which Invesco Cayman
     Commodity Fund I, Ltd. invests.
2    Advisory fees to be waived by Invesco for Invesco Balanced-Risk Commodity
     Strategy Fund also include advisory fees that Invesco receives on the
     Uninvested Cash from the Affiliated Money Market Fund in which Invesco
     Cayman Commodity Fund III, Ltd. invests.
3    Advisory fees to be waived by Invesco for Invesco Global Markets Strategy
     Fund also include advisory fees that Invesco receives on the Uninvested
     Cash from the Affiliated Money Market Fund in which Invesco Cayman
     Commodity Fund V, Ltd. invests.
4    Advisory fees to be waived by Invesco for Invesco Global Targeted Returns
     Fund also include advisory fees that Invesco receives on the Uninvested
     Cash from the Affiliated Money Market Fund in which Invesco Cayman
     Commodity Fund VII, Ltd. invests.

<PAGE>

                    AIM SECTOR FUNDS (INVESCO SECTOR FUNDS)

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

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

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

        AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)

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

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

<PAGE>

                           INVESCO SECURITIES TRUST

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

                           INVESCO MANAGEMENT TRUST

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

                               CLOSED-END FUNDS

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

<PAGE>

                                                               Sub-Item 77Q1(e)

                            MEMORANDUM OF AGREEMENT
                             (EXPENSE LIMITATIONS)

   This Memorandum of Agreement is entered into as of the Effective Date on the
attached exhibits (the "Exhibits"), between AIM Counselor Series Trust (Invesco
Counselor Series Trust), AIM Equity Funds (Invesco Equity Funds), AIM Funds
Group (Invesco Funds Group), AIM Growth Series (Invesco Growth Series), AIM
International Mutual Funds (Invesco International Mutual Funds), AIM Investment
Funds (Invesco Investment Funds), AIM Investment Securities Funds (Invesco
Investment Securities Funds), AIM Sector Funds (Invesco Sector Funds), AIM
Tax-Exempt Funds (Invesco Tax-Exempt Funds), AIM Variable Insurance Funds
(Invesco Variable Insurance Funds), Invesco California Value Municipal Trust,
Invesco High Income Trust II, Invesco Management Trust, Invesco Municipal
Income Opportunities Trust, Invesco Quality Municipal Income Trust, Invesco
Securities Trust, Invesco Trust for Investment Grade New York Municipals,
Invesco Value Municipal Income Trust and Short-Term Investments Trust (each a
"Trust" or, collectively, the "Trusts"), on behalf of the funds listed on the
Exhibits to this Memorandum of Agreement (the "Funds"), and Invesco Advisers,
Inc. ("Invesco"). Invesco shall and hereby agrees to waive fees or reimburse
expenses of each Fund, on behalf of its respective classes as applicable,
severally and not jointly, as indicated in the attached Exhibits.

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

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

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

   For the Voluntary Limits (listed in Exhibits A - D), Invesco agrees that
these are not contractual in nature and that Invesco may establish, amend
and/or terminate such expense limitations at any time in its sole discretion.
Any delay or failure by Invesco to update this Memorandum of Agreement with
regards to the terminations, extensions, or expirations of the Voluntary Limits
shall have no effect on the term of such Voluntary Limitations; the Voluntary
Limitations are listed herein for informational purposes only.

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

<PAGE>

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

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

       AIM COUNSELOR SERIES TRUST (INVESCO COUNSELOR SERIES TRUST)
       AIM EQUITY FUNDS (INVESCO EQUITY FUNDS)
       AIM FUNDS GROUP (INVESCO FUNDS GROUP)
       AIM GROWTH SERIES (INVESCO GROWTH SERIES)
       AIM INTERNATIONAL MUTUAL FUNDS (INVESCO INTERNATIONAL MUTUAL FUNDS)
       AIM INVESTMENT FUNDS (INVESCO INVESTMENT FUNDS)
       AIM INVESTMENT SECURITIES FUNDS (INVESCO INVESTMENT SECURITIES FUNDS)
       AIM SECTOR FUNDS (INVESCO SECTOR FUNDS)
       AIM TAX-EXEMPT FUNDS (INVESCO TAX-EXEMPT FUNDS)
       AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)
       INVESCO CALIFORNIA VALUE MUNICIPAL INCOME TRUST
       INVESCO HIGH INCOME TRUST II
       INVESCO MANAGEMENT TRUST
       INVESCO MUNICIPAL INCOME OPPORTUNITIES TRUST
       INVESCO QUALITY MUNICIPAL INCOME TRUST
       INVESCO SECURITIES TRUST
       INVESCO TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS
       INVESCO VALUE MUNICIPAL INCOME TRUST
       SHORT-TERM INVESTMENTS TRUST
       on behalf of the Funds listed in the Exhibits
       to this Memorandum of Agreement


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

INVESCO ADVISERS, INC.

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

                                       2

<PAGE>

                                                         as of December 3, 2014


                         EXHIBIT "A" - RETAIL FUNDS/1/

          AIM COUNSELOR SERIES TRUST (INVESCO COUNSELOR SERIES TRUST)

<TABLE>
<CAPTION>
                                 CONTRACTUAL/   EXPENSE    EFFECTIVE DATE OF      EXPIRATION
FUND                              VOLUNTARY    LIMITATION    CURRENT LIMIT           DATE
----                             ------------  ----------  ------------------- ------------------
<S>                              <C>           <C>         <C>                 <C>
Invesco American Franchise Fund
   Class A Shares                Contractual     2.00%        July 1, 2013       June 30, 2015
   Class B Shares                Contractual     2.75%        July 1, 2013       June 30, 2015
   Class C Shares                Contractual     2.75%        July 1, 2013       June 30, 2015
   Class R Shares                Contractual     2.25%        July 1, 2013       June 30, 2015
   Class R5 Shares               Contractual     1.75%        July 1, 2013       June 30, 2015
   Class R6 Shares               Contractual     1.75%        July 1, 2013       June 30, 2015
   Class Y Shares                Contractual     1.75%        July 1, 2013       June 30, 2015

Invesco California Tax-Free
  Income Fund
   Class A Shares                Contractual     1.50%        July 1, 2012       June 30, 2015
   Class B Shares                Contractual     2.00%        July 1, 2012       June 30, 2015
   Class C Shares                Contractual     2.00%        July 1, 2012       June 30, 2015
   Class Y Shares                Contractual     1.25%        July 1, 2012       June 30, 2015

Invesco Core Plus Bond
  Fund
   Class A Shares                Contractual     0.84%      January 1, 2014    December 31, 2014
   Class B Shares                Contractual     1.59%      January 1, 2014    December 31, 2014
   Class C Shares                Contractual     1.59%      January 1, 2014    December 31, 2014
   Class R Shares                Contractual     1.09%      January 1, 2014    December 31, 2014
   Class R5 Shares               Contractual     0.59%      January 1, 2014    December 31, 2014
   Class R6 Shares               Contractual     0.59%      January 1, 2014    December 31, 2014
   Class Y Shares                Contractual     0.59%      January 1, 2014    December 31, 2014

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

Invesco Equally-Weighted
  S&P 500 Fund
   Class A Shares                Contractual     2.00%        July 1, 2012       June 30, 2015
   Class B Shares                Contractual     2.75%        July 1, 2012       June 30, 2015
   Class C Shares                Contractual     2.75%        July 1, 2012       June 30, 2015
   Class R Shares                Contractual     2.25%        July 1, 2012       June 30, 2015
   Class R6 Shares               Contractual     1.75%     September 24, 2012    June 30, 2015
   Class Y Shares                Contractual     1.75%        July 1, 2012       June 30, 2015

Invesco Equity and
  Income Fund
   Class A Shares                Contractual     1.50%        July 1, 2012       June 30, 2015
   Class B Shares                Contractual     2.25%        July 1, 2012       June 30, 2015
   Class C Shares                Contractual     2.25%        July 1, 2012       June 30, 2015
   Class R Shares                Contractual     1.75%        July 1, 2012       June 30, 2015
   Class R5 Shares               Contractual     1.25%        July 1, 2012       June 30, 2015
   Class R6 Shares               Contractual     1.25%     September 24, 2012    June 30, 2015
   Class Y Shares                Contractual     1.25%        July 1, 2012       June 30, 2015

Invesco Floating Rate
  Fund
   Class A Shares                Contractual     1.50%       April 14, 2006      June 30, 2015
   Class C Shares                Contractual     2.00%       April 14, 2006      June 30, 2015
   Class R Shares                Contractual     1.75%       April 14, 2006      June 30, 2015
   Class R5 Shares               Contractual     1.25%       April 14, 2006      June 30, 2015
   Class R6 Shares               Contractual     1.25%     September 24, 2012    June 30, 2015
   Class Y Shares                Contractual     1.25%      October 3, 2008      June 30, 2015
</TABLE>

See page 16 for footnotes to Exhibit A.

                                       3

<PAGE>

                                                         as of December 3, 2014


<TABLE>
<CAPTION>
                                  CONTRACTUAL/        EXPENSE         EFFECTIVE DATE OF      EXPIRATION
FUND                               VOLUNTARY         LIMITATION         CURRENT LIMIT           DATE
----                              ------------  --------------------- ------------------- ------------------
<S>                               <C>           <C>                   <C>                 <C>
Invesco Global Real Estate
  Income Fund
   Class A Shares                 Contractual          2.00%             July 1, 2009       June 30, 2015
   Class B Shares                 Contractual          2.75%             July 1, 2009       June 30, 2015
   Class C Shares                 Contractual          2.75%             July 1, 2009       June 30, 2015
   Class R5 Shares                Contractual          1.75%             July 1, 2009       June 30, 2015
   Class R6 Shares                Contractual          1.75%          September 24, 2012    June 30, 2015
   Class Y Shares                 Contractual          1.75%             July 1, 2009       June 30, 2015

Invesco Growth and Income Fund
   Class A Shares                 Contractual          2.00%             July 1, 2012       June 30, 2015
   Class B Shares                 Contractual          2.75%             July 1, 2012       June 30, 2015
   Class C Shares                 Contractual          2.75%             July 1, 2012       June 30, 2015
   Class R Shares                 Contractual          2.25%             July 1, 2012       June 30, 2015
   Class R5 Shares                Contractual          1.75%             July 1, 2012       June 30, 2015
   Class R6 Shares                Contractual          1.75%          September 24, 2012    June 30, 2015
   Class Y Shares                 Contractual          1.75%             July 1, 2012       June 30, 2015

Invesco Low Volatility Equity
  Yield Fund
   Class A Shares                 Contractual          2.00%             July 1, 2012       June 30, 2015
   Class B Shares                 Contractual          2.75%             July 1, 2012       June 30, 2015
   Class C Shares                 Contractual          2.75%             July 1, 2012       June 30, 2015
   Class R Shares                 Contractual          2.25%             July 1, 2012       June 30, 2015
   Class R5 Shares                Contractual          1.75%             July 1, 2012       June 30, 2015
   Class Y Shares                 Contractual          1.75%             July 1, 2012       June 30, 2015
   Investor Class Shares          Contractual          2.00%             July 1, 2012       June 30, 2015

Invesco Pennsylvania Tax Free
  Income Fund
   Class A Shares                 Contractual          1.50%             July 1, 2012       June 30, 2015
   Class B Shares                 Contractual          2.25%             July 1, 2012       June 30, 2015
   Class C Shares                 Contractual          2.25%             July 1, 2012       June 30, 2015
   Class Y Shares                 Contractual          1.25%             July 1, 2012       June 30, 2015

Invesco S&P 500 Index Fund
   Class A Shares                 Contractual          2.00%             July 1, 2012       June 30, 2015
   Class B Shares                 Contractual          2.75%             July 1, 2012       June 30, 2015
   Class C Shares                 Contractual          2.75%             July 1, 2012       June 30, 2015
   Class Y Shares                 Contractual          1.75%             July 1, 2012       June 30, 2015

Invesco Small Cap Discovery Fund
   Class A Shares                 Contractual          2.00%             July 1, 2012       June 30, 2015
   Class B Shares                 Contractual          2.75%             July 1, 2012       June 30, 2015
   Class C Shares                 Contractual          2.75%             July 1, 2012       June 30, 2015
   Class R5 Shares                Contractual          1.75%          September 24, 2012    June 30, 2015
   Class R6 Shares                Contractual          1.75%          September 24, 2012    June 30, 2015
   Class Y Shares                 Contractual          1.75%             July 1, 2012       June 30, 2015

Invesco Strategic Real Return
  Fund
   Class A Shares                 Contractual   0.82% less net AFFE*    April 30, 2014    December 31, 2015
   Class C Shares                 Contractual   1.57% less net AFFE*    April 30, 2014    December 31, 2015
   Class R Shares                 Contractual   1.07% less net AFFE*    April 30, 2014    December 31, 2015
   Class R5 Shares                Contractual   0.57% less net AFFE*    April 30, 2014    December 31, 2015
   Class R6 Shares                Contractual   0.57% less net AFFE*    April 30, 2014    December 31, 2015
   Class Y Shares                 Contractual   0.57% less net AFFE*    April 30, 2014    December 31, 2015
</TABLE>

See page 16 for footnotes to Exhibit A.

                                       4

<PAGE>

                                                         as of December 3, 2014


                    AIM EQUITY FUNDS (INVESCO EQUITY FUNDS)

<TABLE>
<CAPTION>
                                   CONTRACTUAL/   EXPENSE    EFFECTIVE DATE OF    EXPIRATION
FUND                                VOLUNTARY    LIMITATION    CURRENT LIMIT         DATE
----                               ------------  ----------  ------------------- --------------
<S>                                <C>           <C>         <C>                 <C>
Invesco Charter Fund
   Class A Shares                  Contractual     2.00%        July 1, 2009     June 30, 2015
   Class B Shares                  Contractual     2.75%        July 1, 2009     June 30, 2015
   Class C Shares                  Contractual     2.75%        July 1, 2009     June 30, 2015
   Class R Shares                  Contractual     2.25%        July 1, 2009     June 30, 2015
   Class R5 Shares                 Contractual     1.75%        July 1, 2009     June 30, 2015
   Class R6 Shares                 Contractual     1.75%     September 24, 2012  June 30, 2015
   Class S Shares                  Contractual     1.90%     September 25, 2009  June 30, 2015
   Class Y Shares                  Contractual     1.75%        July 1, 2009     June 30, 2015

Invesco Diversified Dividend Fund
   Class A Shares                  Contractual     2.00%        July 1, 2013     June 30, 2015
   Class B Shares                  Contractual     2.75%        July 1, 2013     June 30, 2015
   Class C Shares                  Contractual     2.75%        July 1, 2013     June 30, 2015
   Class R Shares                  Contractual     2.25%        July 1, 2013     June 30, 2015
   Class R5 Shares                 Contractual     1.75%        July 1, 2013     June 30, 2015
   Class R6 Shares                 Contractual     1.75%        July 1, 2013     June 30, 2015
   Class Y Shares                  Contractual     1.75%        July 1, 2013     June 30, 2015
   Investor Class Shares           Contractual     2.00%        July 1, 2013     June 30, 2015

Invesco Summit Fund
   Class A Shares                  Contractual     2.00%        July 1, 2009     June 30, 2015
   Class B Shares                  Contractual     2.75%        July 1, 2009     June 30, 2015
   Class C Shares                  Contractual     2.75%        July 1, 2009     June 30, 2015
   Class P Shares                  Contractual     1.85%        July 1, 2009     June 30, 2015
   Class R5 Shares                 Contractual     1.75%        July 1, 2009     June 30, 2015
   Class S Shares                  Contractual     1.90%     September 25, 2009  June 30, 2015
   Class Y Shares                  Contractual     1.75%        July 1, 2009     June 30, 2015
</TABLE>

                     AIM FUNDS GROUP (INVESCO FUNDS GROUP)

<TABLE>
<CAPTION>
                                     CONTRACTUAL/   EXPENSE    EFFECTIVE DATE OF    EXPIRATION
FUND                                  VOLUNTARY    LIMITATION    CURRENT LIMIT         DATE
----                                 ------------  ----------  ------------------- --------------
<S>                                  <C>           <C>         <C>                 <C>
Invesco European Small Company Fund
   Class A Shares                    Contractual     2.25%        July 1, 2009     June 30, 2015
   Class B Shares                    Contractual     3.00%        July 1, 2009     June 30, 2015
   Class C Shares                    Contractual     3.00%        July 1, 2009     June 30, 2015
   Class Y Shares                    Contractual     2.00%        July 1, 2009     June 30, 2015

Invesco Global Core Equity Fund
   Class A Shares                    Contractual     2.25%        July 1, 2013     June 30, 2015
   Class B Shares                    Contractual     3.00%        July 1, 2013     June 30, 2015
   Class C Shares                    Contractual     3.00%        July 1, 2013     June 30, 2015
   Class R Shares                    Contractual     2.50%        July 1, 2013     June 30, 2015
   Class R5 Shares                   Contractual     2.00%        July 1, 2013     June 30, 2015
   Class Y Shares                    Contractual     2.00%        July 1, 2013     June 30, 2015

Invesco International Small
  Company Fund
   Class A Shares                    Contractual     2.25%        July 1, 2009     June 30, 2015
   Class B Shares                    Contractual     3.00%        July 1, 2009     June 30, 2015
   Class C Shares                    Contractual     3.00%        July 1, 2009     June 30, 2015
   Class R5 Shares                   Contractual     2.00%        July 1, 2009     June 30, 2015
   Class R6 Shares                   Contractual     2.00%     September 24, 2012  June 30, 2015
   Class Y Shares                    Contractual     2.00%        July 1, 2009     June 30, 2015
</TABLE>

See page 16 for footnotes to Exhibit A.

                                       5

<PAGE>

                                                         as of December 3, 2014


<TABLE>
<CAPTION>
                          CONTRACTUAL/   EXPENSE    EFFECTIVE DATE OF    EXPIRATION
FUND                       VOLUNTARY    LIMITATION    CURRENT LIMIT         DATE
----                      ------------  ----------  ------------------- --------------
<S>                       <C>           <C>         <C>                 <C>
Invesco Small Cap Equity
  Fund
   Class A Shares         Contractual     2.00%        July 1, 2009     June 30, 2015
   Class B Shares         Contractual     2.75%        July 1, 2009     June 30, 2015
   Class C Shares         Contractual     2.75%        July 1, 2009     June 30, 2015
   Class R Shares         Contractual     2.25%        July 1, 2009     June 30, 2015
   Class R5 Shares        Contractual     1.75%        July 1, 2009     June 30, 2015
   Class R6 Shares        Contractual     1.75%     September 24, 2012  June 30, 2015
   Class Y Shares         Contractual     1.75%        July 1, 2009     June 30, 2015
</TABLE>

                   AIM GROWTH SERIES (INVESCO GROWTH SERIES)

<TABLE>
<CAPTION>
                        CONTRACTUAL/   EXPENSE    EFFECTIVE DATE OF      EXPIRATION
FUND                     VOLUNTARY    LIMITATION    CURRENT LIMIT          DATE
----                    ------------  ----------  ------------------- -----------------
<S>                     <C>           <C>         <C>                 <C>
Invesco Alternative
  Strategies Fund
   Class A Shares       Contractual     0.52%      October 14, 2014   October 31, 2016
   Class C Shares       Contractual     1.27%      October 14, 2014   October 31, 2016
   Class R Shares       Contractual     0.77%      October 14, 2014   October 31, 2016
   Class R5 Shares      Contractual     0.27%      October 14, 2014   October 31, 2016
   Class R6 Shares      Contractual     0.27%      October 14, 2014   October 31, 2016
   Class Y Shares       Contractual     0.27%      October 14, 2014   October 31, 2016

Invesco Balanced-Risk
  Retirement 2020 Fund
   Class A Shares       Contractual     0.25%      November 4, 2009    April 30, 2016
   Class AX Shares      Contractual     0.25%     February 12, 2010    April 30, 2016
   Class B Shares       Contractual     1.00%      November 4, 2009    April 30, 2016
   Class C Shares       Contractual     1.00%      November 4, 2009    April 30, 2016
   Class CX Shares      Contractual     1.00%     February 12, 2010    April 30, 2016
   Class R Shares       Contractual     0.50%      November 4, 2009    April 30, 2016
   Class R5 Shares      Contractual     0.00%      November 4, 2009    April 30, 2016
   Class R6 Shares      Contractual     0.00%     September 24, 2012   April 30, 2016
   Class RX Shares      Contractual     0.50%     February 12, 2010    April 30, 2016
   Class Y Shares       Contractual     0.00%      November 4, 2009    April 30, 2016

Invesco Balanced-Risk
  Retirement 2030 Fund
   Class A Shares       Contractual     0.25%      November 4, 2009    April 30, 2016
   Class AX Shares      Contractual     0.25%     February 12, 2010    April 30, 2016
   Class B Shares       Contractual     1.00%      November 4, 2009    April 30, 2016
   Class C Shares       Contractual     1.00%      November 4, 2009    April 30, 2016
   Class CX Shares      Contractual     1.00%     February 12, 2010    April 30, 2016
   Class R Shares       Contractual     0.50%      November 4, 2009    April 30, 2016
   Class R5 Shares      Contractual     0.00%      November 4, 2009    April 30, 2016
   Class R6 Shares      Contractual     0.00%     September 24, 2012   April 30, 2016
   Class RX Shares      Contractual     0.50%     February 12, 2010    April 30, 2016
   Class Y Shares       Contractual     0.00%      November 4, 2009    April 30, 2016

Invesco Balanced-Risk
  Retirement 2040 Fund
   Class A Shares       Contractual     0.25%      November 4, 2009    April 30, 2016
   Class AX Shares      Contractual     0.25%     February 12, 2010    April 30, 2016
   Class B Shares       Contractual     1.00%      November 4, 2009    April 30, 2016
   Class C Shares       Contractual     1.00%      November 4, 2009    April 30, 2016
   Class CX Shares      Contractual     1.00%     February 12, 2010    April 30, 2016
   Class R Shares       Contractual     0.50%      November 4, 2009    April 30, 2016
   Class R5 Shares      Contractual     0.00%      November 4, 2009    April 30, 2016
   Class R6 Shares      Contractual     0.00%     September 24, 2012   April 30, 2016
   Class RX Shares      Contractual     0.50%     February 12, 2010    April 30, 2016
   Class Y Shares       Contractual     0.00%      November 4, 2009    April 30, 2016
</TABLE>

See page 16 for footnotes to Exhibit A.

                                       6

<PAGE>

                                                         as of December 3, 2014


<TABLE>
<CAPTION>
                               CONTRACTUAL/   EXPENSE    EFFECTIVE DATE OF     EXPIRATION
FUND                            VOLUNTARY    LIMITATION    CURRENT LIMIT         DATE
----                           ------------  ----------  ------------------- ---------------
<S>                            <C>           <C>         <C>                 <C>
Invesco Balanced-Risk
  Retirement 2050 Fund
   Class A Shares              Contractual     0.25%      November 4, 2009   April 30, 2016
   Class AX Shares             Contractual     0.25%     February 12, 2010   April 30, 2016
   Class B Shares              Contractual     1.00%      November 4, 2009   April 30, 2016
   Class C Shares              Contractual     1.00%      November 4, 2009   April 30, 2016
   Class CX Shares             Contractual     1.00%     February 12, 2010   April 30, 2016
   Class R Shares              Contractual     0.50%      November 4, 2009   April 30, 2016
   Class R5 Shares             Contractual     0.00%      November 4, 2009   April 30, 2016
   Class R6 Shares             Contractual     0.00%     September 24, 2012  April 30, 2016
   Class RX Shares             Contractual     0.50%     February 12, 2010   April 30, 2016
   Class Y Shares              Contractual     0.00%      November 4, 2009   April 30, 2016

Invesco Balanced-Risk
  Retirement Now Fund
   Class A Shares              Contractual     0.25%      November 4, 2009   April 30, 2016
   Class AX Shares             Contractual     0.25%     February 12, 2010   April 30, 2016
   Class B Shares              Contractual     1.00%      November 4, 2009   April 30, 2016
   Class C Shares              Contractual     1.00%      November 4, 2009   April 30, 2016
   Class CX Shares             Contractual     1.00%     February 12, 2010   April 30, 2016
   Class R Shares              Contractual     0.50%      November 4, 2009   April 30, 2016
   Class R5 Shares             Contractual     0.00%      November 4, 2009   April 30, 2016
   Class R6 Shares             Contractual     0.00%     September 24, 2012  April 30, 2016
   Class RX Shares             Contractual     0.50%     February 12, 2010   April 30, 2016
   Class Y Shares              Contractual     0.00%      November 4, 2009   April 30, 2016

Invesco Conservative
  Allocation Fund
   Class A Shares              Contractual     1.50%        July 1, 2012     June 30, 2015
   Class B Shares              Contractual     2.25%        July 1, 2012     June 30, 2015
   Class C Shares              Contractual     2.25%        July 1, 2012     June 30, 2015
   Class R Shares              Contractual     1.75%        July 1, 2012     June 30, 2015
   Class R5 Shares             Contractual     1.25%        July 1, 2012     June 30, 2015
   Class S Shares              Contractual     1.40%        July 1, 2012     June 30, 2015
   Class Y Shares              Contractual     1.25%        July 1, 2012     June 30, 2015

Invesco Convertible
  Securities Fund
   Class A Shares              Contractual     1.50%        July 1, 2012     June 30, 2015
   Class B Shares              Contractual     2.25%        July 1, 2012     June 30, 2015
   Class C Shares              Contractual     2.25%        July 1, 2012     June 30, 2015
   Class R5 Shares             Contractual     1.25%        July 1, 2012     June 30, 2015
   Class R6 Shares             Contractual     1.25%     September 24, 2012  June 30, 2015
   Class Y Shares              Contractual     1.25%        July 1, 2012     June 30, 2015

Invesco Global Low Volatility
  Equity Yield Fund
   Class A Shares              Contractual     2.25%        July 1, 2009     June 30, 2015
   Class B Shares              Contractual     3.00%        July 1, 2009     June 30, 2015
   Class C Shares              Contractual     3.00%        July 1, 2009     June 30, 2015
   Class R Shares              Contractual     2.50%        July 1, 2009     June 30, 2015
   Class R5 Shares             Contractual     2.00%        July 1, 2009     June 30, 2015
   Class Y Shares              Contractual     2.00%        July 1, 2009     June 30, 2015

Invesco Growth Allocation
  Fund
   Class A Shares              Contractual     2.00%        July 1, 2012     June 30, 2015
   Class B Shares              Contractual     2.75%        July 1, 2012     June 30, 2015
   Class C Shares              Contractual     2.75%        July 1, 2012     June 30, 2015
   Class R Shares              Contractual     2.25%        July 1, 2012     June 30, 2015
   Class R5 Shares             Contractual     1.75%        July 1, 2012     June 30, 2015
   Class S Shares              Contractual     1.90%        July 1, 2012     June 30, 2015
   Class Y Shares              Contractual     1.75%        July 1, 2012     June 30, 2015
</TABLE>

See page 16 for footnotes to Exhibit A.

                                       7

<PAGE>

                                                         as of December 3, 2014


<TABLE>
<CAPTION>
                             CONTRACTUAL/        EXPENSE         EFFECTIVE DATE OF     EXPIRATION
FUND                          VOLUNTARY         LIMITATION         CURRENT LIMIT         DATE
----                         ------------  --------------------- ------------------- ---------------
<S>                          <C>           <C>                   <C>                 <C>
Invesco Income
  Allocation Fund
   Class A Shares            Contractual          0.25%             May 1, 2012      April 30, 2016
   Class B Shares            Contractual          1.00%             May 1, 2012      April 30, 2016
   Class C Shares            Contractual          1.00%             May 1, 2012      April 30, 2016
   Class R Shares            Contractual          0.50%             May 1, 2012      April 30, 2016
   Class R5 Shares           Contractual          0.00%             May 1, 2012      April 30, 2016
   Class Y Shares            Contractual          0.00%             May 1, 2012      April 30, 2016

Invesco International
  Allocation Fund
   Class A Shares            Contractual          2.25%             May 1, 2012      June 30, 2015
   Class B Shares            Contractual          3.00%             May 1, 2012      June 30, 2015
   Class C Shares            Contractual          3.00%             May 1, 2012      June 30, 2015
   Class R Shares            Contractual          2.50%             May 1, 2012      June 30, 2015
   Class R5 Shares           Contractual          2.00%             May 1, 2012      June 30, 2015
   Class Y Shares            Contractual          2.00%             May 1, 2012      June 30, 2015

Invesco Mid Cap Core
  Equity Fund
   Class A Shares            Contractual          2.00%             July 1, 2009     June 30, 2015
   Class B Shares            Contractual          2.75%             July 1, 2009     June 30, 2015
   Class C Shares            Contractual          2.75%             July 1, 2009     June 30, 2015
   Class R Shares            Contractual          2.25%             July 1, 2009     June 30, 2015
   Class R5 Shares           Contractual          1.75%             July 1, 2009     June 30, 2015
   Class R6 Shares           Contractual          1.75%          September 24, 2012  June 30, 2015
   Class Y Shares            Contractual          1.75%             July 1, 2009     June 30, 2015

Invesco Moderate
  Allocation Fund
   Class A Shares            Contractual          1.50%             July 1, 2012     June 30, 2015
   Class B Shares            Contractual          2.25%             July 1, 2012     June 30, 2015
   Class C Shares            Contractual          2.25%             July 1, 2012     June 30, 2015
   Class R Shares            Contractual          1.75%             July 1, 2012     June 30, 2015
   Class R5 Shares           Contractual          1.25%             July 1, 2012     June 30, 2015
   Class S Shares            Contractual          1.40%             July 1, 2012     June 30, 2015
   Class Y Shares            Contractual          1.25%             July 1, 2012     June 30, 2015

Invesco Multi-Asset
  Inflation Fund
   Class A Shares            Contractual   1.36% less net AFFE*   October 14, 2014   April 30, 2016
   Class C Shares            Contractual   2.11% less net AFFE*   October 14, 2014   April 30, 2016
   Class R Shares            Contractual   1.61% less net AFFE*   October 14, 2014   April 30, 2016
   Class R5 Shares           Contractual   1.11% less net AFFE*   October 14, 2014   April 30, 2016
   Class R6 Shares           Contractual   1.11% less net AFFE*   October 14, 2014   April 30, 2016
   Class Y Shares            Contractual   1.11% less net AFFE*   October 14, 2014   April 30, 2016

Invesco Small Cap
  Growth Fund
   Class A Shares            Contractual          2.00%             July 1, 2009     June 30, 2015
   Class B Shares            Contractual          2.75%             July 1, 2009     June 30, 2015
   Class C Shares            Contractual          2.75%             July 1, 2009     June 30, 2015
   Class R Shares            Contractual          2.25%             July 1, 2009     June 30, 2015
   Class R5 Shares           Contractual          1.75%             July 1, 2009     June 30, 2015
   Class R6 Shares           Contractual          1.75%          September 24, 2012  June 30, 2015
   Class Y Shares            Contractual          1.75%             July 1, 2009     June 30, 2015
   Investor Class Shares     Contractual          2.00%             July 1, 2009     June 30, 2015

Invesco U.S. Mortgage
  Fund
   Class A Shares            Contractual          1.50%             July 1, 2012     June 30, 2015
   Class B Shares            Contractual          2.25%             July 1, 2012     June 30, 2015
   Class C Shares            Contractual          2.25%             July 1, 2012     June 30, 2015
   Class R5 Shares           Contractual          1.25%             July 1, 2012     June 30, 2015
   Class Y Shares            Contractual          1.25%             July 1, 2012     June 30, 2015
</TABLE>


See page 16 for footnotes to Exhibit A.

                                       8

<PAGE>

                                                         as of December 3, 2014


      AIM INTERNATIONAL MUTUAL FUNDS (INVESCO INTERNATIONAL MUTUAL FUNDS)

<TABLE>
<CAPTION>
                             CONTRACTUAL/   EXPENSE    EFFECTIVE DATE OF      EXPIRATION
FUND                          VOLUNTARY    LIMITATION    CURRENT LIMIT           DATE
----                         ------------  ----------  ------------------- ------------------
<S>                          <C>           <C>         <C>                 <C>
Invesco Asia Pacific
  Growth Fund
   Class A Shares            Contractual     2.25%        July 1, 2009       June 30, 2015
   Class B Shares            Contractual     3.00%        July 1, 2009       June 30, 2015
   Class C Shares            Contractual     3.00%        July 1, 2009       June 30, 2015
   Class Y Shares            Contractual     2.00%        July 1, 2009       June 30, 2015

Invesco European Growth
  Fund
   Class A Shares            Contractual     2.25%        July 1, 2009       June 30, 2015
   Class B Shares            Contractual     3.00%        July 1, 2009       June 30. 2015
   Class C Shares            Contractual     3.00%        July 1, 2009       June 30, 2015
   Class R Shares            Contractual     2.50%        July 1, 2009       June 30, 2015
   Class Y Shares            Contractual     2.00%        July 1, 2009       June 30, 2015
   Investor Class Shares     Contractual     2.25%        July 1, 2009       June 30, 2015

Invesco Global Growth
  Fund
   Class A Shares            Contractual     2.25%      January 1, 2013      June 30, 2015
   Class B Shares            Contractual     3.00%      January 1, 2013      June 30. 2015
   Class C Shares            Contractual     3.00%      January 1, 2013      June 30, 2015
   Class R5 Shares           Contractual     2.00%      January 1, 2013      June 30, 2015
   Class R6 Shares           Contractual     2.00%      January 1, 2013      June 30, 2015
   Class Y Shares            Contractual     2.00%      January 1, 2013      June 30, 2015

Invesco Global
  Opportunities Fund
   Class A Shares            Contractual     1.36%       August 1, 2012    February 29, 2016
   Class C Shares            Contractual     2.11%       August 1, 2012    February 29, 2016
   Class R Shares            Contractual     1.61%       August 1, 2012    February 29, 2016
   Class R5 Shares           Contractual     1.11%       August 1, 2012    February 29, 2016
   Class R6 Shares           Contractual     1.11%     September 24, 2012  February 29, 2016
   Class Y Shares            Contractual     1.11%       August 1, 2012    February 29, 2016

Invesco Global Small &
  Mid Cap Growth Fund
   Class A Shares            Contractual     2.25%        July 1, 2009       June 30. 2015
   Class B Shares            Contractual     3.00%        July 1, 2009       June 30, 2015
   Class C Shares            Contractual     3.00%        July 1, 2009       June 30, 2015
   Class R5 Shares           Contractual     2.00%        July 1, 2009       June 30, 2015
   Class Y Shares            Contractual     2.00%        July 1, 2009       June 30, 2015

Invesco International Core
  Equity Fund
   Class A Shares            Contractual     2.25%        July 1, 2009       June 30. 2015
   Class B Shares            Contractual     3.00%        July 1, 2009       June 30, 2015
   Class C Shares            Contractual     3.00%        July 1, 2009       June 30, 2015
   Class R Shares            Contractual     2.50%        July 1, 2009       June 30, 2015
   Class R5 Shares           Contractual     2.00%        July 1, 2009       June 30, 2015
   Class R6 Shares           Contractual     2.00%     September 24, 2012    June 30, 2015
   Class Y Shares            Contractual     2.00%        July 1, 2009       June 30, 2015
   Investor Class Shares     Contractual     2.25%        July 1, 2009       June 30, 2015

Invesco International
  Growth Fund
   Class A Shares            Contractual     2.25%        July 1, 2013       June 30, 2015
   Class B Shares            Contractual     3.00%        July 1, 2013       June 30, 2015
   Class C Shares            Contractual     3.00%        July 1, 2013       June 30, 2015
   Class R Shares            Contractual     2.50%        July 1, 2013       June 30, 2015
   Class R5 Shares           Contractual     2.00%        July 1, 2013       June 30, 2015
   Class R6 Shares           Contractual     2.00%        July 1, 2013       June 30, 2015
   Class Y Shares            Contractual     2.00%        July 1, 2013       June 30, 2015
</TABLE>

See page 16 for footnotes to Exhibit A.

                                       9

<PAGE>

                                                         as of December 3, 2014


<TABLE>
<CAPTION>
                       CONTRACTUAL/   EXPENSE    EFFECTIVE DATE OF      EXPIRATION
FUND                    VOLUNTARY    LIMITATION    CURRENT LIMIT           DATE
----                   ------------  ----------  ------------------- ------------------
<S>                    <C>           <C>         <C>                 <C>
Invesco Select
  Opportunities Fund
   Class A Shares      Contractual     1.51%       August 1, 2012    February 29, 2016
   Class C Shares      Contractual     2.26%       August 1, 2012    February 29, 2016
   Class R Shares      Contractual     1.76%       August 1, 2012    February 29, 2016
   Class R5 Shares     Contractual     1.26%       August 1, 2012    February 29, 2016
   Class R6 Shares     Contractual     1.26%     September 24, 2012  February 29, 2016
   Class Y Shares      Contractual     1.26%       August 1, 2012    February 29, 2016
</TABLE>

                AIM INVESTMENT FUNDS (INVESCO INVESTMENT FUNDS)

<TABLE>
<CAPTION>
                        CONTRACTUAL/   EXPENSE    EFFECTIVE DATE OF      EXPIRATION
FUND                     VOLUNTARY    LIMITATION    CURRENT LIMIT           DATE
----                    ------------  ----------  ------------------- ------------------
<S>                     <C>           <C>         <C>                 <C>
Invesco All Cap Market
  Neutral Fund
   Class A Shares       Contractual     1.62%     December 17, 2013   February 29, 2016
   Class C Shares       Contractual     2.37%     December 17, 2013   February 29, 2016
   Class R Shares       Contractual     1.87%     December 17, 2013   February 29, 2016
   Class R5 Shares      Contractual     1.37%     December 17, 2013   February 29, 2016
   Class R6 Shares      Contractual     1.37%     December 17, 2013   February 29, 2016
   Class Y Shares       Contractual     1.37%     December 17, 2013   February 29, 2016
Invesco Balanced-Risk
  Allocation Fund/3/
   Class A Shares       Contractual     2.00%        July 1, 2012       June 30. 2015
   Class B Shares       Contractual     2.75%        July 1, 2012       June 30, 2015
   Class C Shares       Contractual     2.75%        July 1, 2012       June 30, 2015
   Class R Shares       Contractual     2.25%        July 1, 2012       June 30, 2015
   Class R5 Shares      Contractual     1.75%        July 1, 2012       June 30, 2015
   Class R6 Shares      Contractual     1.75%     September 24, 2012    June 30, 2015
   Class Y Shares       Contractual     1.75%        July 1, 2012       June 30, 2015

Invesco Balanced-Risk
  Commodity Strategy
  Fund/4/
   Class A Shares       Contractual     2.00%        July 1, 2014       June 30. 2015
   Class B Shares       Contractual     2.75%        July 1, 2014       June 30, 2015
   Class C Shares       Contractual     2.75%        July 1, 2014       June 30, 2015
   Class R Shares       Contractual     2.25%        July 1, 2014       June 30, 2015
   Class R5 Shares      Contractual     1.75%        July 1, 2014       June 30, 2015
   Class R6 Shares      Contractual     1.75%        July 1, 2014       June 30, 2015
   Class Y Shares       Contractual     1.75%        July 1, 2014       June 30, 2015

Invesco China Fund
   Class A Shares       Contractual     2.25%        July 1, 2009       June 30, 2015
   Class B Shares       Contractual     3.00%        July 1, 2009       June 30, 2015
   Class C Shares       Contractual     3.00%        July 1, 2009       June 30, 2015
   Class R5 Shares      Contractual     2.00%        July 1, 2009       June 30, 2015
   Class Y Shares       Contractual     2.00%        July 1, 2009       June 30, 2015

Invesco Developing
  Markets Fund
   Class A Shares       Contractual     2.25%        July 1, 2012       June 30. 2015
   Class B Shares       Contractual     3.00%        July 1, 2012       June 30, 2015
   Class C Shares       Contractual     3.00%        July 1, 2012       June 30, 2015
   Class R5 Shares      Contractual     2.00%        July 1, 2012       June 30, 2015
   Class R6 Shares      Contractual     2.00%     September 24, 2012    June 30, 2015
   Class Y Shares       Contractual     2.00%        July 1, 2012       June 30, 2015

Invesco Emerging
  Markets Equity Fund
   Class A Shares       Contractual     1.85%        May 11, 2011     February 29, 2016
   Class C Shares       Contractual     2.60%        May 11, 2011     February 29, 2016
   Class R Shares       Contractual     2.10%        May 11, 2011     February 29, 2016
   Class R5 Shares      Contractual     1.60%        May 11, 2011     February 29, 2016
   Class R6 Shares      Contractual     1.60%     September 24, 2012  February 29, 2016
   Class Y Shares       Contractual     1.60%        May 11, 2011     February 29, 2016
</TABLE>

See page 16 for footnotes to Exhibit A.

                                      10

<PAGE>

                                                         as of December 3, 2014


<TABLE>
<CAPTION>
                               CONTRACTUAL/        EXPENSE         EFFECTIVE DATE OF      EXPIRATION
FUND                            VOLUNTARY         LIMITATION         CURRENT LIMIT           DATE
----                           ------------  --------------------- ------------------- ------------------
<S>                            <C>           <C>                   <C>                 <C>
Invesco Emerging Market Local
  Currency Debt Fund
   Class A Shares              Contractual          1.24%            June 14, 2010     February 29, 2016
   Class B Shares              Contractual          1.99%            June 14, 2010     February 29, 2016
   Class C Shares              Contractual          1.99%            June 14, 2010     February 29, 2016
   Class R Shares              Contractual          1.49%            June 14, 2010     February 29, 2016
   Class Y Shares              Contractual          0.99%            June 14, 2010     February 29, 2016
   Class R5 Shares             Contractual          0.99%            June 14, 2010     February 29, 2016
   Class R6 Shares             Contractual          0.99%          September 24, 2012  February 29, 2016

Invesco Endeavor Fund
   Class A Shares              Contractual          2.00%             July 1, 2009       June 30. 2015
   Class B Shares              Contractual          2.75%             July 1, 2009       June 30, 2015
   Class C Shares              Contractual          2.75%             July 1, 2009       June 30, 2015
   Class R Shares              Contractual          2.25%             July 1, 2009       June 30, 2015
   Class R5 Shares             Contractual          1.75%             July 1, 2009       June 30, 2015
   Class R6 Shares             Contractual          1.75%          September 24, 2012    June 30, 2015
   Class Y Shares              Contractual          1.75%             July 1, 2009       June 30, 2015

Invesco Global Health
  Care Fund
   Class A Shares              Contractual          2.00%             July 1, 2012       June 30. 2015
   Class B Shares              Contractual          2.75%             July 1, 2012       June 30, 2015
   Class C Shares              Contractual          2.75%             July 1, 2012       June 30, 2015
   Class Y Shares              Contractual          1.75%             July 1, 2012       June 30, 2015
   Investor Class Shares       Contractual          2.00%             July 1, 2012       June 30, 2015

Invesco Global
  Infrastructure Fund
   Class A Shares              Contractual          1.40%             May 2, 2014      February 29, 2016
   Class C Shares              Contractual          2.15%             May 2, 2014      February 29, 2016
   Class R Shares              Contractual          1.65%             May 2, 2014      February 29, 2016
   Class Y Shares              Contractual          1.15%             May 2, 2014      February 29, 2016
   Class R5 Shares             Contractual          1.15%             May 2, 2014      February 29, 2016
   Class R6 Shares             Contractual          1.15%             May 2, 2014      February 29, 2016

Invesco Global Markets
  Strategy Fund/5/
   Class A Shares              Contractual   1.80% less net AFFE*  December 17, 2013   February 29, 2016
   Class C Shares              Contractual   2.55% less net AFFE*  December 17, 2013   February 29, 2016
   Class R Shares              Contractual   2.05% less net AFFE*  December 17, 2013   February 29, 2016
   Class R5 Shares             Contractual   1.55% less net AFFE*  December 17, 2013   February 29, 2016
   Class R6 Shares             Contractual   1.55% less net AFFE*  December 17, 2013   February 29, 2016
   Class Y Shares              Contractual   1.55% less net AFFE*  December 17, 2013   February 29, 2016

Invesco Global Market
  Neutral Fund
   Class A Shares              Contractual          1.62%          December 17, 2013   February 29, 2016
   Class C Shares              Contractual          2.37%          December 17, 2013   February 29, 2016
   Class R Shares              Contractual          1.87%          December 17, 2013   February 29, 2016
   Class R5 Shares             Contractual          1.37%          December 17, 2013   February 29, 2016
   Class R6 Shares             Contractual          1.37%          December 17, 2013   February 29, 2016
   Class Y Shares              Contractual          1.37%          December 17, 2013   February 29, 2016

Invesco Global Targeted
  Returns Fund/6/
   Class A Shares              Contractual   1.80% less net AFFE*  December 17, 2013   February 29, 2016
   Class C Shares              Contractual   2.55% less net AFFE*  December 17, 2013   February 29, 2016
   Class R Shares              Contractual   2.05% less net AFFE*  December 17, 2013   February 29, 2016
   Class R5 Shares             Contractual   1.55% less net AFFE*  December 17, 2013   February 29, 2016
   Class R6 Shares             Contractual   1.55% less net AFFE*  December 17, 2013   February 29, 2016
   Class Y Shares              Contractual   1.55% less net AFFE*  December 17, 2013   February 29, 2016
</TABLE>

See page 16 for footnotes to Exhibit A.

                                      11

<PAGE>

                                                         as of December 3, 2014


<TABLE>
<CAPTION>
                          CONTRACTUAL/   EXPENSE    EFFECTIVE DATE OF      EXPIRATION
FUND                       VOLUNTARY    LIMITATION    CURRENT LIMIT           DATE
----                      ------------  ----------  ------------------- ------------------
<S>                       <C>           <C>         <C>                 <C>
Invesco International
  Total Return Fund
   Class A Shares         Contractual     1.10%       March 31, 2006    February 29, 2016
   Class B Shares         Contractual     1.85%       March 31, 2006    February 29, 2016
   Class C Shares         Contractual     1.85%       March 31, 2006    February 29, 2016
   Class R5 Shares        Contractual     0.85%      October 3, 2008    February 29, 2016
   Class R6 Shares        Contractual     0.85%     September 24, 2012  February 29, 2016
   Class Y Shares         Contractual     0.85%       March 31, 2006    February 29, 2016

Invesco Long/Short
  Equity Fund
   Class A Shares         Contractual     1.87%     December 17, 2013   February 29, 2016
   Class C Shares         Contractual     2.62%     December 17, 2013   February 29, 2016
   Class R Shares         Contractual     2.12%     December 17, 2013   February 29, 2016
   Class R5 Shares        Contractual     1.62%     December 17, 2013   February 29, 2016
   Class R6 Shares        Contractual     1.62%     December 17, 2013   February 29, 2016
   Class Y Shares         Contractual     1.62%     December 17, 2013   February 29, 2016

Invesco Low Volatility
  Emerging Markets Fund
   Class A Shares         Contractual     1.72%     December 17, 2013   February 29, 2016
   Class C Shares         Contractual     2.47%     December 17, 2013   February 29, 2016
   Class R Shares         Contractual     1.97%     December 17, 2013   February 29, 2016
   Class R5 Shares        Contractual     1.47%     December 17, 2013   February 29, 2016
   Class R6 Shares        Contractual     1.47%     December 17, 2013   February 29, 2016
   Class Y Shares         Contractual     1.47%     December 17, 2013   February 29, 2016
Invesco MLP Fund
   Class A Shares         Contractual     1.50%      August 29, 2014    February 29, 2016
   Class C Shares         Contractual     2.25%      August 29, 2014    February 29, 2016
   Class R Shares         Contractual     1.75%      August 29, 2014    February 29, 2016
   Class R5 Shares        Contractual     1.25%      August 29, 2014    February 29, 2016
   Class R6 Shares        Contractual     1.25%      August 29, 2014    February 29, 2016
   Class Y Shares         Contractual     1.25%      August 29, 2014    February 29, 2016

Invesco Macro
  International Equity
  Fund
   Class A Shares         Contractual     1.43%     December 17, 2013   February 29, 2016
   Class C Shares         Contractual     2.18%     December 17, 2013   February 29, 2016
   Class R Shares         Contractual     1.68%     December 17, 2013   February 29, 2016
   Class R5 Shares        Contractual     1.18%     December 17, 2013   February 29, 2016
   Class R6 Shares        Contractual     1.18%     December 17, 2013   February 29, 2016
   Class Y Shares         Contractual     1.18%     December 17, 2013   February 29, 2016

Invesco Macro Long/Short
  Fund
   Class A Shares         Contractual     1.87%     December 17, 2013   February 29, 2016
   Class C Shares         Contractual     2.62%     December 17, 2013   February 29, 2016
   Class R Shares         Contractual     2.12%     December 17, 2013   February 29, 2016
   Class R5 Shares        Contractual     1.62%     December 17, 2013   February 29, 2016
   Class R6 Shares        Contractual     1.62%     December 17, 2013   February 29, 2016
   Class Y Shares         Contractual     1.62%     December 17, 2013   February 29, 2016

Invesco Pacific Growth
  Fund
   Class A Shares         Contractual     2.25%        July 1, 2012       June 30. 2015
   Class B Shares         Contractual     3.00%        July 1, 2012       June 30, 2015
   Class C Shares         Contractual     3.00%        July 1, 2012       June 30, 2015
   Class R Shares         Contractual     2.50%        July 1, 2012       June 30, 2015
   Class R5 Shares        Contractual     2.00%        July 1, 2012       June 30, 2015
   Class Y Shares         Contractual     2.00%        July 1, 2012       June 30, 2015
</TABLE>

See page 16 for footnotes to Exhibit A.

                                      12

<PAGE>

                                                         as of December 3, 2014


<TABLE>
<CAPTION>
                          CONTRACTUAL/        EXPENSE         EFFECTIVE DATE OF      EXPIRATION
FUND                       VOLUNTARY         LIMITATION         CURRENT LIMIT           DATE
----                      ------------  --------------------- ------------------- ------------------
<S>                       <C>           <C>                   <C>                 <C>
Invesco Premium Income
  Fund
   Class A Shares         Contractual          0.89%          December 13, 2011   February 28, 2015
   Class C Shares         Contractual          1.64%          December 13, 2011   February 28, 2015
   Class R Shares         Contractual          1.14%          December 13, 2011   February 28, 2015
   Class R5 Shares        Contractual          0.64%          December 13, 2011   February 28, 2015
   Class R6 Shares        Contractual          0.64%          September 24, 2012  February 28, 2015
   Class Y Shares         Contractual          0.64%          December 13, 2011   February 28, 2015

Invesco Premium Income
  Fund
   Class A Shares         Contractual          1.05%            March 1, 2015     February 29, 2016
   Class C Shares         Contractual          1.80%            March 1, 2015     February 29, 2016
   Class R Shares         Contractual          1.30%            March 1, 2015     February 29, 2016
   Class R5 Shares        Contractual          0.80%            March 1, 2015     February 29, 2016
   Class R6 Shares        Contractual          0.80%            March 1, 2015     February 29, 2016
   Class Y Shares         Contractual          0.80%            March 1, 2015     February 29, 2016

Invesco Select Companies
  Fund
   Class A Shares         Contractual          2.00%             July 1, 2009       June 30. 2015
   Class B Shares         Contractual          2.75%             July 1, 2009       June 30, 2015
   Class C Shares         Contractual          2.75%             July 1, 2009       June 30, 2015
   Class R Shares         Contractual          2.25%             July 1, 2009       June 30, 2015
   Class R5 Shares        Contractual          1.75%             July 1, 2009       June 30, 2015
   Class Y Shares         Contractual          1.75%             July 1, 2009       June 30, 2015

Invesco Strategic Income
  Fund
   Class A Shares         Contractual   0.85% less net AFFE*     May 2, 2014      February 29, 2016
   Class C Shares         Contractual   1.60% less net AFFE*     May 2, 2014      February 29, 2016
   Class R Shares         Contractual   1.10% less net AFFE*     May 2, 2014      February 29, 2016
   Class Y Shares         Contractual   0.60% less net AFFE*     May 2, 2014      February 29, 2016
   Class R5 Shares        Contractual   0.60% less net AFFE*     May 2, 2014      February 29, 2016
   Class R6 Shares        Contractual   0.60% less net AFFE*     May 2, 2014      February 29, 2016

Invesco Unconstrained
  Bond Fund
   Class A Shares         Contractual   1.04% less net AFFE*   October 14, 2014   February 29, 2016
   Class C Shares         Contractual   1.79% less net AFFE*   October 14, 2014   February 29, 2016
   Class R Shares         Contractual   1.29% less net AFFE*   October 14, 2014   February 29, 2016
   Class Y Shares         Contractual   0.79% less net AFFE*   October 14, 2014   February 29, 2016
   Class R5 Shares        Contractual   0.79% less net AFFE*   October 14, 2014   February 29, 2016
   Class R6 Shares        Contractual   0.79% less net AFFE*   October 14, 2014   February 29, 2016
</TABLE>

     AIM INVESTMENT SECURITIES FUNDS (INVESCO INVESTMENT SECURITIES FUNDS)

<TABLE>
<CAPTION>
                        CONTRACTUAL/   EXPENSE    EFFECTIVE DATE OF    EXPIRATION
FUND                     VOLUNTARY    LIMITATION    CURRENT LIMIT         DATE
----                    ------------  ----------  ------------------- --------------
<S>                     <C>           <C>         <C>                 <C>
Invesco Corporate Bond
  Fund
   Class A Shares       Contractual     1.50%        July 1, 2012     June 30, 2015
   Class B Shares       Contractual     2.25%        July 1, 2012     June 30, 2015
   Class C Shares       Contractual     2.25%        July 1, 2012     June 30, 2015
   Class R Shares       Contractual     1.75%        July 1, 2012     June 30, 2015
   Class R5 Shares      Contractual     1.25%        July 1, 2012     June 30, 2015
   Class R6 Shares      Contractual     1.25%     September 24, 2012  June 30, 2015
   Class Y Shares       Contractual     1.25%        July 1, 2012     June 30, 2015
Invesco Global Real
  Estate Fund
   Class A Shares       Contractual     2.00%        July 1, 2009     June 30, 2015
   Class B Shares       Contractual     2.75%        July 1, 2009     June 30, 2015
   Class C Shares       Contractual     2.75%        July 1, 2009     June 30, 2015
   Class R Shares       Contractual     2.25%        July 1, 2009     June 30, 2015
   Class R5 Shares      Contractual     1.75%        July 1, 2009     June 30, 2015
   Class R6 Shares      Contractual     1.75%     September 24, 2012  June 30, 2015
   Class Y Shares       Contractual     1.75%        July 1, 2009     June 30, 2015
</TABLE>

See page 16 for footnotes to Exhibit A.

                                      13

<PAGE>

                                                         as of December 3, 2014


<TABLE>
<CAPTION>
                             CONTRACTUAL/   EXPENSE    EFFECTIVE DATE OF    EXPIRATION
FUND                          VOLUNTARY    LIMITATION    CURRENT LIMIT         DATE
----                         ------------  ----------  ------------------- --------------
<S>                          <C>           <C>         <C>                 <C>
Invesco High Yield Fund
   Class A Shares            Contractual    1.50%         July 1, 2013     June 30, 2015
   Class B Shares            Contractual    2.25%         July 1, 2013     June 30, 2015
   Class C Shares            Contractual    2.25%         July 1, 2013     June 30, 2015
   Class R5 Shares           Contractual    1.25%         July 1, 2013     June 30, 2015
   Class R6 Shares           Contractual    1.25%         July 1, 2013     June 30, 2015
   Class Y Shares            Contractual    1.25%         July 1, 2013     June 30, 2015
   Investor Class Shares     Contractual    1.50%         July 1, 2013     June 30, 2015

Invesco Limited Maturity
  Treasury Fund
   Class A Shares            Contractual    1.50%         July 1, 2012     June 30, 2015
   Class A2 Shares           Contractual    1.40%         July 1, 2012     June 30, 2015
   Class R5 Shares           Contractual    1.25%         July 1, 2012     June 30, 2015
   Class Y Shares            Contractual    1.25%         July 1, 2012     June 30, 2015

Invesco Real Estate Fund
   Class A Shares            Contractual    2.00%         July 1, 2012     June 30, 2015
   Class B Shares            Contractual    2.75%         July 1, 2012     June 30, 2015
   Class C Shares            Contractual    2.75%         July 1, 2012     June 30, 2015
   Class R Shares            Contractual    2.25%         July 1, 2012     June 30, 2015
   Class R5 Shares           Contractual    1.75%         July 1, 2012     June 30, 2015
   Class R6 Shares           Contractual    1.75%      September 24, 2012  June 30, 2015
   Class Y Shares            Contractual    1.75%         July 1, 2012     June 30, 2015
   Investor Class Shares     Contractual    2.00%         July 1, 2012     June 30, 2015

Invesco Short Term Bond
  Fund
   Class A Shares            Contractual    1.40%         July 1, 2013     June 30, 2015
   Class C Shares            Contractual   1.75%/2/       July 1, 2013     June 30, 2015
   Class R Shares            Contractual    1.75%         July 1, 2013     June 30, 2015
   Class R5 Shares           Contractual    1.25%         July 1, 2013     June 30, 2015
   Class R6 Shares           Contractual    1.25%         July 1, 2013     June 30, 2015
   Class Y Shares            Contractual    1.25%         July 1, 2013     June 30, 2015

Invesco U.S. Government
  Fund
   Class A Shares            Contractual    1.50%         July 1, 2012     June 30, 2015
   Class B Shares            Contractual    2.25%         July 1, 2012     June 30, 2015
   Class C Shares            Contractual    2.25%         July 1, 2012     June 30, 2015
   Class R Shares            Contractual    1.75%         July 1, 2012     June 30, 2015
   Class R5 Shares           Contractual    1.25%         July 1, 2012     June 30, 2015
   Class Y Shares            Contractual    1.25%         July 1, 2012     June 30, 2015
   Investor Class Shares     Contractual    1.50%         July 1, 2012     June 30, 2015
</TABLE>

                    AIM SECTOR FUNDS (INVESCO SECTOR FUNDS)

<TABLE>
<CAPTION>
                        CONTRACTUAL/   EXPENSE    EFFECTIVE DATE OF    EXPIRATION
FUND                     VOLUNTARY    LIMITATION    CURRENT LIMIT         DATE
----                    ------------  ----------  ------------------- --------------
<S>                     <C>           <C>         <C>                 <C>
Invesco American Value
  Fund
   Class A Shares       Contractual     2.00%        July 1, 2013     June 30, 2015
   Class B Shares       Contractual     2.75%        July 1, 2013     June 30, 2015
   Class C Shares       Contractual     2.75%        July 1, 2013     June 30, 2015
   Class R Shares       Contractual     2.25%        July 1, 2013     June 30, 2015
   Class R5 Shares      Contractual     1.75%        July 1, 2013     June 30, 2015
   Class R6 Shares      Contractual     1.75%        July 1, 2013     June 30, 2015
   Class Y Shares       Contractual     1.75%        July 1, 2013     June 30, 2015
Invesco Comstock Fund
   Class A Shares       Contractual     2.00%        July 1, 2012     June 30, 2015
   Class B Shares       Contractual     2.75%        July 1, 2012     June 30, 2015
   Class C Shares       Contractual     2.75%        July 1, 2012     June 30, 2015
   Class R Shares       Contractual     2.25%        July 1, 2012     June 30, 2015
   Class R5 Shares      Contractual     1.75%        July 1, 2012     June 30, 2015
   Class R6 Shares      Contractual     1.75%     September 24, 2012  June 30, 2015
   Class Y Shares       Contractual     1.75%        July 1, 2012     June 30, 2015
</TABLE>

See page 16 for footnotes to Exhibit A.

                                      14

<PAGE>

                                                         as of December 3, 2014


<TABLE>
<CAPTION>
                             CONTRACTUAL/   EXPENSE    EFFECTIVE DATE OF    EXPIRATION
FUND                          VOLUNTARY    LIMITATION   CURRENT LIMIT          DATE
----                         ------------  ----------  ------------------ ----------------
<S>                          <C>           <C>         <C>                <C>
Invesco Energy Fund
   Class A Shares            Contractual     2.00%       July 1, 2009      June 30, 2015
   Class B Shares            Contractual     2.75%       July 1, 2009      June 30, 2015
   Class C Shares            Contractual     2.75%       July 1, 2009      June 30, 2015
   Class R5 Shares           Contractual     1.75%       July 1, 2009      June 30, 2015
   Class Y Shares            Contractual     1.75%       July 1, 2009      June 30, 2015
   Investor Class Shares     Contractual     2.00%       July 1, 2009      June 30, 2015

Invesco Dividend Income
  Fund
   Class A Shares            Contractual     1.14%     September 1, 2014  August 31, 2015
   Class B Shares            Contractual     1.89%     September 1, 2014  August 31, 2015
   Class C Shares            Contractual     1.89%     September 1, 2014  August 31, 2015
   Class R5 Shares           Contractual     0.89%     September 1, 2014  August 31, 2015
   Class R6 Shares           Contractual     0.89%     September 1, 2014  August 31, 2015
   Class Y Shares            Contractual     0.89%     September 1, 2014  August 31, 2015
   Investor Class Shares     Contractual     1.14%     September 1, 2014  August 31, 2015

Invesco Gold & Precious
  Metals Fund
   Class A Shares            Contractual     2.00%       July 1, 2009      June 30, 2015
   Class B Shares            Contractual     2.75%       July 1, 2009      June 30, 2015
   Class C Shares            Contractual     2.75%       July 1, 2009      June 30, 2015
   Class Y Shares            Contractual     1.75%       July 1, 2009      June 30, 2015
   Investor Class Shares     Contractual     2.00%       July 1, 2009      June 30, 2015

Invesco Mid Cap Growth
  Fund
   Class A Shares            Contractual     1.15%       July 15, 2013     July 31, 2015
   Class B Shares            Contractual     1.90%       July 15, 2013     July 31, 2015
   Class C Shares            Contractual     1.90%       July 15, 2013     July 31, 2015
   Class R Shares            Contractual     1.40%       July 15, 2013     July 31, 2015
   Class R5 Shares           Contractual     0.90%       July 15, 2013     July 31, 2015
   Class R6 Shares           Contractual     0.90%       July 15, 2013     July 31, 2015
   Class Y Shares            Contractual     0.90%       July 15, 2013     July 31, 2015

Invesco Small Cap Value
  Fund
   Class A Shares            Contractual     2.00%       July 1, 2012      June 30, 2015
   Class B Shares            Contractual     2.75%       July 1, 2012      June 30, 2015
   Class C Shares            Contractual     2.75%       July 1, 2012      June 30, 2015
   Class Y Shares            Contractual     1.75%       July 1, 2012      June 30, 2015

Invesco Technology Fund
   Class A Shares            Contractual     2.00%       July 1, 2012      June 30, 2015
   Class B Shares            Contractual     2.75%       July 1, 2012      June 30, 2015
   Class C Shares            Contractual     2.75%       July 1, 2012      June 30, 2015
   Class R5 Shares           Contractual     1.75%       July 1, 2012      June 30, 2015
   Class Y Shares            Contractual     1.75%       July 1, 2012      June 30, 2015
   Investor Class Shares     Contractual     2.00%       July 1, 2012      June 30, 2015

Invesco Technology
  Sector Fund
   Class A Shares            Contractual     2.00%     February 12, 2010   June 30, 2015
   Class B Shares            Contractual     2.75%     February 12, 2010   June 30, 2015
   Class C Shares            Contractual     2.75%     February 12, 2010   June 30, 2015
   Class Y Shares            Contractual     1.75%     February 12, 2010   June 30, 2015

Invesco Value
  Opportunities Fund
   Class A Shares            Contractual     2.00%       July 1, 2012      June 30, 2015
   Class B Shares            Contractual     2.75%       July 1, 2012      June 30, 2015
   Class C Shares            Contractual     2.75%       July 1, 2012      June 30, 2015
   Class R Shares            Contractual     2.25%       July 1, 2012      June 30, 2015
   Class R5 Shares           Contractual     1.75%       July 1, 2012      June 30, 2015
   Class Y Shares            Contractual     1.75%       July 1, 2012      June 30, 2015
</TABLE>


See page 16 for footnotes to Exhibit A.

                                      15

<PAGE>

                                                         as of December 3, 2014


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

<TABLE>
<CAPTION>
                          CONTRACTUAL/   EXPENSE    EFFECTIVE DATE OF   EXPIRATION
FUND                       VOLUNTARY    LIMITATION   CURRENT LIMIT         DATE
----                      ------------  ----------  -----------------  --------------
<S>                       <C>           <C>         <C>                <C>
Invesco High Yield
  Municipal Fund
   Class A Shares         Contractual     1.50%      July 1, 2012      June 30, 2015
   Class B Shares         Contractual     2.25%      July 1, 2012      June 30, 2015
   Class C Shares         Contractual     2.25%      July 1, 2012      June 30, 2015
   Class R5 Shares        Contractual     1.25%      July 1, 2012      June 30, 2015
   Class Y Shares         Contractual     1.25%      July 1, 2012      June 30, 2015

Invesco Intermediate
  Term Municipal Income
  Fund
   Class A Shares         Contractual     0.80%      July 1, 2013      June 30, 2015
   Class B Shares         Contractual     1.55%      July 1, 2013      June 30, 2015
   Class C Shares         Contractual     1.55%      July 1, 2013      June 30, 2015
   Class Y Shares         Contractual     0.55%      July 1, 2013      June 30, 2015

Invesco Municipal Income
  Fund
   Class A Shares         Contractual     1.50%      July 1, 2013      June 30, 2015
   Class B Shares         Contractual     2.25%      July 1, 2013      June 30, 2015
   Class C Shares         Contractual     2.25%      July 1, 2013      June 30, 2015
   Class Y Shares         Contractual     1.25%      July 1, 2013      June 30, 2015
   Investor Class         Contractual     1.50%      July 15, 2013     June 30, 2015

Invesco New York Tax
  Free Income Fund
   Class A Shares         Contractual     1.50%      July 1, 2012      June 30, 2015
   Class B Shares         Contractual     2.25%      July 1, 2012      June 30, 2015
   Class C Shares         Contractual     2.25%      July 1, 2012      June 30, 2015
   Class Y Shares         Contractual     1.25%      July 1, 2012      June 30, 2015

Invesco Tax-Free
  Intermediate Fund
   Class A Shares         Contractual     1.50%      July 1, 2012      June 30, 2015
   Class A2 Shares        Contractual     1.25%      July 1, 2012      June 30, 2015
   Class C Shares         Contractual     2.25%      June 30, 2013     June 30, 2015
   Class R5 Shares        Contractual     1.25%      July 1, 2012      June 30, 2015
   Class Y Shares         Contractual     1.25%      July 1, 2012      June 30, 2015
</TABLE>

                           INVESCO MANAGEMENT TRUST

<TABLE>
<CAPTION>
                           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, 2015
</TABLE>

                           INVESCO SECURITIES TRUST

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

Invesco Balanced-Risk
  Aggressive Allocation
  Fund                   Contractual   1.15% less net AFFE*  January 16, 2013   February 29, 2016
</TABLE>

*    ACQUIRED FUND FEES AND EXPENSES ("AFFE") WILL BE CALCULATED AS OF THE
     FUND'S FISCAL YEAR END ACCORDING TO INSTRUCTION 3(F) OF ITEM 3 OF
     FORM N-1A. "NET AFFE" WILL BE CALCULATED BY SUBTRACTING ANY WAIVERS BY
     INVESCO ASSOCIATED WITH INVESTMENTS IN AFFILIATED FUNDS, SUCH AS
     INVESTMENTS IN AFFILIATED MONEY MARKET FUNDS, FROM THE AFFE CALCULATED IN
     ACCORDANCE WITH THE PRECEDING SENTENCE. FOR CLARITY, THE NET AFFE
     CALCULATED AS OF THE FUND'S FISCAL YEAR END WILL BE USED THROUGHOUT THE
     WAIVER PERIOD IN ESTABLISHING THE FUND'S WAIVER AMOUNT, REGARDLESS OF
     WHETHER ACTUAL AFFE IS MORE OR LESS DURING THE WAIVER PERIOD.
/1/  The total operating expenses of any class of shares established after the
     date of this Memorandum of Agreement will be limited to the amount
     established for Class A Shares plus the difference between the new
     class 12b-1 rate and the Class A 12b-1 rate.

                                      16

<PAGE>

                                                         as of December 3, 2014


/2/  The expense limit shown is the expense limit after Rule 12b-1 fee waivers
     by Invesco Distributors, Inc.
/3/  Includes waived fees or reimbursed expenses that Invesco receives from
     Invesco Cayman Commodity Fund I, Ltd.
/4/  Includes waived fees or reimbursed expenses that Invesco receives from
     Invesco Cayman Commodity Fund III, Ltd.
/5/  Includes waived fees or reimbursed expenses that Invesco receives from
     Invesco Cayman Commodity Fund V, Ltd.
/6/  Includes waived fees or reimbursed expenses that Invesco receives from
     Invesco Cayman Commodity Fund VII, Ltd.

                                      17

<PAGE>

                                                         as of December 3, 2014


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

                         SHORT-TERM INVESTMENTS TRUST

<TABLE>
<CAPTION>
                                    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, 2015
   Corporate Class                  Contractual     0.17%      July 1, 2009    December 31, 2015
   Institutional Class              Contractual     0.14%      July 1, 2009    December 31, 2015
   Personal Investment Class        Contractual     0.69%/2/   July 1, 2009    December 31, 2015
   Private Investment Class         Contractual     0.44%/2/   July 1, 2009    December 31, 2015
   Reserve Class                    Contractual     1.01%/2/   July 1, 2009    December 31, 2015
   Resource Class                   Contractual     0.30%/2/   July 1, 2009    December 31, 2015

Government TaxAdvantage Portfolio
   Cash Management Class            Contractual     0.22%/2/   July 1, 2009    December 31, 2015
   Corporate Class                  Contractual     0.17%      July 1, 2009    December 31, 2015
   Institutional Class              Contractual     0.14%      July 1, 2009    December 31, 2015
   Personal Investment Class        Contractual     0.69%/2/   July 1, 2009    December 31, 2015
   Private Investment Class         Contractual     0.39%/2/   July 1, 2009    December 31, 2015
   Reserve Class                    Contractual     1.01%/2/   July 1, 2009    December 31, 2015
   Resource Class                   Contractual     0.30%/2/   July 1, 2009    December 31, 2015

Liquid Assets Portfolio
   Cash Management Class            Contractual     0.22%/2/   July 1, 2009    December 31, 2015
   Corporate Class                  Contractual     0.17%      July 1, 2009    December 31, 2015
   Institutional Class              Contractual     0.14%      July 1, 2009    December 31, 2015
   Personal Investment Class        Contractual     0.69%/2/   July 1, 2009    December 31, 2015
   Private Investment Class         Contractual     0.44%/2/   July 1, 2009    December 31, 2015
   Reserve Class                    Contractual     1.01%/2/   July 1, 2009    December 31, 2015
   Resource Class                   Contractual     0.34%      July 1, 2009    December 31, 2015

STIC Prime Portfolio
   Cash Management Class            Contractual     0.22%/2/   July 1, 2009    December 31, 2015
   Corporate Class                  Contractual     0.17%      July 1, 2009    December 31, 2015
   Institutional Class              Contractual     0.14%      July 1, 2009    December 31, 2015
   Personal Investment Class        Contractual     0.69%/2/   July 1, 2009    December 31, 2015
   Private Investment Class         Contractual     0.44%/2/   July 1, 2009    December 31, 2015
   Reserve Class                    Contractual     1.01%/2/   July 1, 2009    December 31, 2015
   Resource Class                   Contractual     0.30%/2/   July 1, 2009    December 31, 2015

Tax-Free Cash Reserve Portfolio/3/
   Cash Management Class            Contractual     0.33%/2/   July 1, 2009    December 31, 2015
   Corporate Class                  Contractual     0.28%      July 1, 2009    December 31, 2015
   Institutional Class              Contractual     0.25%      July 1, 2009    December 31, 2015
   Personal Investment Class        Contractual     0.80%/2/   July 1, 2009    December 31, 2015
   Private Investment Class         Contractual     0.50%/2/   July 1, 2009    December 31, 2015
   Reserve Class                    Contractual     1.12%/2/   July 1, 2009    December 31, 2015
   Resource Class                   Contractual     0.41%/2/   July 1, 2009    December 31, 2015

Treasury Portfolio
   Cash Management Class            Contractual     0.22%/2/   July 1, 2009    December 31, 2015
   Corporate Class                  Contractual     0.17%      July 1, 2009    December 31, 2015
   Institutional Class              Contractual     0.14%      July 1, 2009    December 31, 2015
   Personal Investment Class        Contractual     0.69%/2/   July 1, 2009    December 31, 2015
   Private Investment Class         Contractual     0.44%/2/   July 1, 2009    December 31, 2015
   Reserve Class                    Contractual     1.01%/2/   July 1, 2009    December 31, 2015
   Resource Class                   Contractual     0.30%/2/   July 1, 2009    December 31, 2015
</TABLE>

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

                                      18

<PAGE>

                                                         as of December 3, 2014


                    EXHIBIT "C" - VARIABLE INSURANCE FUNDS

        AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)

<TABLE>
<CAPTION>
                                               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, 2015
   Series II Shares                            Contractual         2.25%            July 1, 2014    June 30, 2015

Invesco V.I. American Value Fund
   Series I Shares                             Contractual         2.00%            July 1, 2012    June 30, 2015
   Series II Shares                            Contractual         2.25%            July 1, 2012    June 30, 2015

Invesco V.I. Balanced-Risk Allocation Fund/1/
   Series I Shares                             Contractual  0.80% less net AFFE*    May 1, 2014     April 30, 2016
   Series II Shares                            Contractual  1.05% less net AFFE*    May 1, 2014     April 30, 2016

Invesco V.I. Comstock Fund
   Series I Shares                             Contractual         0.78%            May 1, 2013     April 30, 2016
   Series II Shares                            Contractual         1.03%            May 1, 2013     April 30, 2016

Invesco V.I. Core Equity Fund
   Series I Shares                             Contractual         2.00%            May 1, 2013     June 30, 2015
   Series II Shares                            Contractual         2.25%            May 1, 2013     June 30, 2015

Invesco V.I. Diversified Dividend Fund
   Series I Shares                             Contractual         2.00%            May 1, 2013     June 30, 2015
   Series II Shares                            Contractual         2.25%            May 1, 2013     June 30, 2015

Invesco V.I. Diversified Income Fund
   Series I Shares                             Contractual         0.75%            July 1, 2005    April 30, 2016
   Series II Shares                            Contractual         1.00%            July 1, 2005    April 30, 2016

Invesco V.I. Equally-Weighted S&P 500 Fund
   Series I Shares                             Contractual         2.00%            July 1, 2012    June 30, 2015
   Series II Shares                            Contractual         2.25%            July 1, 2012    June 30, 2015

Invesco V.I. Equity and Income Fund
   Series I Shares                             Contractual         1.50%            July 1, 2012    June 30, 2015
   Series II Shares                            Contractual         1.75%            July 1, 2012    June 30, 2015

Invesco V.I. Global Core Equity Fund
   Series I Shares                             Contractual         2.25%            July 1, 2012    June 30, 2015
   Series II Shares                            Contractual         2.50%            July 1, 2012    June 30, 2015

Invesco V.I. Global Health Care Fund
   Series I Shares                             Contractual         2.00%            May 1. 2013     June 30, 2015
   Series II Shares                            Contractual         2.25%            May 1, 2013     June 30, 2015

Invesco V.I. Global Real Estate Fund
   Series I Shares                             Contractual         2.00%            May 1. 2013     June 30, 2015
   Series II Shares                            Contractual         2.25%            May 1, 2013     June 30, 2015
</TABLE>

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


                                      19

<PAGE>

                                                         as of December 3, 2014


<TABLE>
<CAPTION>
                            CONTRACTUAL/   EXPENSE    EFFECTIVE DATE OF    EXPIRATION
FUND                         VOLUNTARY    LIMITATION   CURRENT LIMIT         DATE
----                        ------------  ----------  -----------------  ---------------
<S>                         <C>           <C>         <C>                <C>
Invesco V.I. Government
  Securities Fund
   Series I Shares          Contractual     1.50%       May 1, 2013      June 30, 2015
   Series II Shares         Contractual     1.75%       May 1, 2013      June 30, 2015

Invesco V.I. Growth and
  Income Fund
   Series I Shares          Contractual     0.78%       May 1. 2013      April 30, 2016
   Series II Shares         Contractual     1.03%       May 1, 2013      April 30, 2016

Invesco V.I. High Yield
  Fund
   Series I Shares          Contractual     1.50%       May 1, 2014      June 30, 2015
   Series II Shares         Contractual     1.75%       May 1, 2014      June 30, 2015

Invesco V.I. International
  Growth Fund
   Series I Shares          Contractual     2.25%       July 1, 2012     June 30, 2015
   Series II Shares         Contractual     2.50%       July 1, 2012     June 30, 2015

Invesco V.I. Managed
  Volatility Fund
   Series I Shares          Contractual     1.03%      April 30, 2014    April 30, 2015
   Series II Shares         Contractual     1.28%      April 30, 2014    April 30, 2015

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

Invesco V.I. Mid Cap
  Core Equity Fund
   Series I Shares          Contractual     2.00%       May 1. 2013      June 30, 2015
   Series II Shares         Contractual     2.25%       May 1, 2013      June 30, 2015

Invesco V.I. Mid Cap
  Growth Fund
   Series I Shares          Contractual     2.00%       July 1, 2014     June 30, 2015
   Series II Shares         Contractual     2.25%       July 1, 2014     June 30, 2015

Invesco V.I. Money
  Market Fund
   Series I Shares          Contractual     1.50%       May 1. 2013      June 30, 2015
   Series II Shares         Contractual     1.75%       May 1, 2013      June 30, 2015

Invesco V.I. S&P 500
  Index Fund
   Series I Shares          Contractual     2.00%       July 1, 2012     June 30, 2015
   Series II Shares         Contractual     2.25%       July 1, 2012     June 30, 2015

Invesco V.I. Small Cap
  Equity Fund
   Series I Shares          Contractual     2.00%       May 1. 2013      June 30, 2015
   Series II Shares         Contractual     2.25%       May 1, 2013      June 30, 2015

Invesco V.I. Technology
  Fund
   Series I Shares          Contractual     2.00%       May 1. 2013      June 30, 2015
   Series II Shares         Contractual     2.25%       May 1, 2013      June 30, 2015

Invesco V.I. Value
  Opportunities Fund
   Series I Shares          Contractual     2.00%       May 1. 2013      June 30, 2015
   Series II Shares         Contractual     2.25%       May 1, 2013      June 30, 2015
</TABLE>

* ACQUIRED FUND FEES AND EXPENSES ("AFFE") WILL BE CALCULATED AS OF THE FUND'S
  FISCAL YEAR END ACCORDING TO INSTRUCTION 3(F) OF ITEM 3 OF FORM N-1A. "NET
  AFFE" WILL BE CALCULATED BY SUBTRACTING ANY WAIVERS BY INVESCO ASSOCIATED
  WITH INVESTMENTS IN AFFILIATED FUNDS, SUCH AS INVESTMENTS IN AFFILIATED MONEY
  MARKET FUNDS, FROM THE AFFE CALCULATED IN ACCORDANCE WITH THE PRECEDING
  SENTENCE. FOR CLARITY, THE NET AFFE CALCULATED AS OF THE FUND'S FISCAL YEAR
  END WILL BE USED THROUGHOUT THE WAIVER PERIOD IN ESTABLISHING THE FUND'S
  WAIVER AMOUNT, REGARDLESS OF WHETHER ACTUAL AFFE IS MORE OR LESS DURING THE
  WAIVER PERIOD.

                                      20

<PAGE>

                                                         as of December 3, 2014


                        EXHIBIT "D" - CLOSED-END FUNDS

                INVESCO CALIFORNIA VALUE MUNICIPAL INCOME TRUST

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

                              INVESCO HIGH INCOME TRUST II

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

                      INVESCO MUNICIPAL INCOME OPPORTUNITIES TRUST

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

                         INVESCO QUALITY MUNICIPAL INCOME TRUST

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

                          INVESCO VALUE MUNICIPAL INCOME TRUST

                               CONTRACTUAL/  EXPENSE   EFFECTIVE DATE OF  COMMITMENT END
FUND                            VOLUNTARY   LIMITATION   CURRENT LIMIT         DATE
----                           ------------ ---------- ----------------- -----------------
Invesco Value Municipal
  Income Trust                  Voluntary      0.46%   October 15, 2012  December 31, 2014

Invesco Value Municipal
  Income Trust                  Voluntary      0.70%   January 1, 2015          N/A
</TABLE>

                                      21

<PAGE>

                                                               Sub-Item 77Q1(e)

                             TERMINATION AGREEMENT

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

                                  BACKGROUND

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

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

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

<PAGE>

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

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

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

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

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

                                     - 2 -

<PAGE>

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

                                  INVESCO ADVISERS, INC.

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

                                  INVESCO AUSTRALIA LIMITED

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

                                     - 3 -

<PAGE>

NOTICE ACKNOWLEDGED AND CONSENT TO IMMEDIATE TERMINATION

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

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

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

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

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

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

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

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

                                     - 4 -

<PAGE>

SCHEDULE A

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

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

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

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

                                     - 5 -

<PAGE>

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

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

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

                                     - 6 -

<PAGE>

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

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

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

                                     - 7 -

<PAGE>

INVESCO MANAGEMENT TRUST
Invesco Conservative Income Fund

INVESCO SECURITIES TRUST
Invesco Balanced-Risk Aggressive Allocation Fund

Closed-End Funds

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

Invesco Senior Loan Fund

Invesco Exchange Fund

                                     - 8 -

<PAGE>

SCHEDULE B

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

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

                                     - 9 -
</TEXT>
</DOCUMENT>
