Sub-Item 77Q1(e)
MEMORANDUM OF AGREEMENT
(EXPENSE LIMITATIONS)
This Memorandum of Agreement is entered into as of the Effective Date on the
attached exhibit (the "Exhibit"), between Invesco California Value Municipal
Income Trust, Invesco High Income Trust II, Invesco Municipal Opportunity
Trust, Invesco Trust for Investment Grade New York Municipals (each a "Fund"
and collectively the "Funds"), and Invesco Advisers, Inc. ("Invesco"). Invesco
shall and hereby agrees to waive fees or reimburse expenses of the Fund
severally and not jointly, as indicated in the attached 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 Funds and Invesco agree as follows:
For the Contractual Limits (listed in Exhibit A), the Funds and Invesco
agree until at least the expiration date set forth on the attached Exhibit A
(the "Expiration Date") that Invesco will waive its fees or reimburse expenses
to the extent that total annual fund operating expenses after fee waiver and/or
expense reimbursement of a class of the Funds (excluding (i) interest;
(ii) taxes; (iii) dividend expense on short sales; (iv) extraordinary or
non-routine items; (v) expenses that the 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 Exhibit of the average daily net
assets. 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 Exhibit A. With regard to the Contractual Limits,
the Boards of Trustees of the Funds 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, the Funds and Invesco agree to review the
then-current expense limitations for each Fund listed on the Exhibit 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 the Funds and Invesco have agreed to continue them. The
Exhibit will be amended to reflect any such agreement.
It is expressly agreed that the obligations of the Funds hereunder shall not
be binding upon any of the Trustees, shareholders, partners, nominees,
officers, agents or employees of the Funds personally, but shall only bind the
assets and property of the Funds, as provided in the Fund's Agreement and
Declaration of Trust. The execution and delivery of this Memorandum of
Agreement have been authorized by the Trustees of the Fund, and this Memorandum
of Agreement has been executed and delivered by an authorized officer of the
Funds 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 the Fund's
Agreement and Declaration of Trust.
IN WITNESS WHEREOF, the Funds and Invesco have entered into this Memorandum
of Agreement as of the Effective Dates on the attached Exhibit.
INVESCO CALIFORNIA VALUE MUNICIPAL INCOME TRUST
INVESCO HIGH INCOME TRUST II
INVESCO MUNICIPAL OPPORTUNITY TRUST
INVESCO TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS
By: /s/ Xxxx X. Xxxx
-----------------------------------------------
Title: Senior Vice President
INVESCO ADVISERS, INC.
By: /s/ Xxxx X. Xxxx
-----------------------------------------------
Title: Senior Vice President
2
as of May 6, 2013
EXHIBIT "A"
INVESCO CALIFORNIA VALUE MUNICIPAL INCOME TRUST
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ ---------- ----------------- ---------------
Invesco California Value
Municipal Income Trust Contractual 0.52% August 27, 2012 August 31, 2014
INVESCO HIGH INCOME TRUST II
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ ---------- ----------------- ---------------
Invesco High Income Trust II Contractual 1.10% August 27, 2012 August 31, 2014
INVESCO MUNICIPAL OPPORTUNITY TRUST
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ ---------- ----------------- ----------------
Invesco Municipal Opportunity
Trust Contractual 0.89% October 15, 2012 October 31, 2014
INVESCO TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION
FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE
---- ------------ ---------- ----------------- ---------------
Invesco Trust for Investment
Grade New York Municipals Contractual 0.69% August 27, 2012 August 31, 2014
3
Sub-Item 77Q1(e)
AMENDMENT NO. 1
TO
MASTER INVESTMENT ADVISORY AGREEMENT
THIS Amendment dated December 3, 2012, amends the Master Investment Advisory
Agreement (the "Agreement") dated August 27, 2012, by and between Invesco Xxx
Xxxxxx High Income Trust II, a Delaware Statutory Trust (the "Trust"), and
Invesco Advisers, Inc., a Delaware Corporation (the "Adviser").
RECITALS
WHEREAS, the Trust desires to amend the Agreement to change the name of the
Trust from Invesco Xxx Xxxxxx High Income Trust II to Invesco High Income Trust
II;
NOW THEREFORE, the parties agree as follows:
1. Appendix A is deleted in its entirety and replaced with the following:
"APPENDIX A
COMPENSATION TO THE ADVISER
The Trust shall pay the Adviser, out of its assets, as full compensation for
all services rendered, an advisory fee for the Trust set forth below. Such fee
shall be calculated by applying the following annual rates to the average daily
manage assets of the Trust for the calendar year.
FUND NAME ADVISORY FEE RATE
--------- --------------------------------------
Invesco High Income Trust II .700% on managed assets"
"Managed assets" for this purpose means the Trust's net assets, plus assets
attributable to outstanding preferred shares and the amount of any borrowings
incurred for the purpose of leverage (whether or not such borrowed amounts are
reflected in the Trust's financial statements for purposes of generally
accepted accounting principles).
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in duplicate by their respective officers on the day and year first
written above.
Attest: INVESCO HIGH INCOME TRUST II
/s/ Xxxxx Xxxxxxxx By: /s/ Xxxx X. Xxxx
---------------------------------- ----------------------------------
ASSISTANT SECRETARY Name: Xxxx X. Xxxx
Title: Senior Vice President
(SEAL)
Attest: INVESCO ADVISERS, INC.
/s/ Xxxxx Xxxxxxxx By: /s/ Xxxx X. Xxxx
---------------------------------- ----------------------------------
ASSISTANT SECRETARY Name: Xxxx X. Xxxx
Title: Senior Vice President
(SEAL)
2
Sub-Item 77Q1(e)
MEMORANDUM OF AGREEMENT
(AFFILIATED MONEY MARKET FUND ADVISORY FEE WAIVER)
This Memorandum of Agreement is entered into as of the dates indicated on
Exhibit "A" between Invesco Advantage Municipal Income Trust II, Invesco Bond
Fund, Invesco California Value Municipal Income Trust, Invesco Dynamic Credit
Opportunities Fund, Invesco High Income Trust II, Invesco Municipal Opportunity
Trust, Invesco Municipal Trust, Invesco Pennsylvania Value Municipal Income
Trust, Invesco Senior Income Trust, Invesco Senior Loan Fund, Invesco Trust for
Investment Grade Municipals, Invesco Trust for Investment Grade New York
Municipals and Invesco Xxx Xxxxxx Exchange Fund (each a "Fund" and
collectively, the "Funds") and Invesco Advisers, Inc. ("Invesco").
For and in consideration of the mutual terms and agreements set forth
herein and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the Funds and Invesco agree as follows:
1. Each Fund and Invesco agree that until the expiration date, if any, of
the commitment set forth on the attached Exhibit "A" occurs, as such
Exhibit "A" is amended from time to time, Invesco will waive advisory
fees payable by an Investing Fund (defined below) in an amount equal
to 100% of the net advisory fee Invesco receives on the Uninvested
Cash (defined below) from the Affiliated Money Market Fund (defined
below) in which the Investing Fund invests (the "Waiver").
i. Invesco's Fund Accounting Group will calculate, and apply, the
Waiver monthly, based upon the average investment of Uninvested
Cash made by the Investing Fund during the previous month in an
Affiliated Money Market Fund.
ii. The Waiver will not apply to those investing Funds that do not
charge an advisory fee, either due to the terms of their advisory
agreement, or as a result of contractual or voluntary fee waivers.
iii. The Waiver will not apply to cash collateral for securities
lending.
For purposes of the paragraph above, the following terms shall have
the following meanings:
(a) "Affiliated Money Market Fund" - any existing or future fund
managed by Invesco or its affiliates that holds itself out as a
money market fund and complies with Rule 2a-7 under the
Investment Company Act of 1940, as amended;
(b) "Investing Fund" - any Fund investing Uninvested Cash in an
Affiliated Money Market Fund; and
(c) "Uninvested Cash" - cash available and uninvested by a Fund that
may result from a variety of sources, including dividends or
interest received on portfolio securities, unsettled securities
transactions, strategic reserves, matured investments, proceeds
from liquidation of investment securities, dividend payments, or
new investor capital.
2. Neither a Fund nor Invesco may remove or amend the Waiver to a Fund's
detriment prior to requesting and receiving the approval of the Fund's
Board of Trustee/Managing General Partners to remove or amend such
Waiver. Invesco will not have any right to reimbursement of any amount
so waived.
Subject to the foregoing paragraphs, each of the Funds and Invesco agree
to review the then-current waivers for each Fund listed on the Exhibit on a
date prior to the Expiration Date to determine whether such waivers should be
amended, continued or terminated. The waivers will expire upon the Expiration
Date unless the Funds and Invesco have agreed to continue them. The Exhibit
will be amended to reflect any such agreement.
Nothing in this Memorandum of Agreement is intended to affect any other
memorandum of agreement executed by any Fund or Invesco with respect to any
other fee waivers, expense reimbursements and/or expense limitations.
IN WITNESS WHEREOF, each Fund and Invesco have entered into this
Memorandum of Agreement as of the dates indicated on Exhibit "A".
INVESCO ADVANTAGE MUNICIPAL INCOME TRUST II
INVESCO BOND FUND
INVESCO CALIFORNIA VALUE MUNICIPAL INCOME TRUST
INVESCO DYNAMIC CREDIT OPPORTUNITIES FUND
INVESCO HIGH INCOME TRUST II
INVESCO MUNICIPAL OPPORTUNITY TRUST
INVESCO MUNICIPAL TRUST
INVESCO PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST
INVESCO SENIOR INCOME TRUST
INVESCO SENIOR LOAN FUND
INVESCO TRUST FOR INVESTMENT GRADE MUNICIPALS
INVESCO TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS
INVESCO XXX XXXXXX EXCHANGE FUND
By: /s/ Xxxx X. Xxxx
-----------------------------------------------
Title: Senior Vice President
INVESCO ADVISERS, INC.
By: /s/ Xxxx X. Xxxx
-----------------------------------------------
Title: Senior Vice President
2
EXHIBIT "A"
INVESCO ADVANTAGE MUNICIPAL INCOME TRUST II
FUND EFFECTIVE DATE COMMITTED UNTIL
---- -------------- ---------------
Invesco Advantage Municipal Income Trust May 15, 2012 June 30, 2014
INVESCO BOND FUND
FUND EFFECTIVE DATE COMMITTED UNTIL
---- -------------- ---------------
Invesco Bond Fund May 15, 2012 June 30, 0000
XXXXXXX XXXXXXXXXX VALUE MUNICIPAL INCOME TRUST
FUND EFFECTIVE DATE COMMITTED UNTIL
---- -------------- ---------------
Invesco California Value Municipal Income Trust May 15, 2012 June 30, 2014
INVESCO DYNAMIC CREDIT OPPORTUNITIES FUND
FUND EFFECTIVE DATE COMMITTED UNTIL
---- -------------- ---------------
Invesco Dynamic Credit Opportunities Fund May 15, 2012 June 30, 2014
INVESCO HIGH INCOME TRUST II
FUND EFFECTIVE DATE COMMITTED UNTIL
---- -------------- ---------------
Invesco High Income Trust II May 15, 2012 June 30, 2014
INVESCO MUNICIPAL OPPORTUNITY TRUST
FUND EFFECTIVE DATE COMMITTED UNTIL
---- -------------- ---------------
Invesco Municipal Opportunity Trust May 15, 2012 June 30, 2014
INVESCO MUNICIPAL TRUST
FUND EFFECTIVE DATE COMMITTED UNTIL
---- -------------- ---------------
Invesco Municipal Trust May 15, 2012 June 30, 0000
XXXXXXX XXXXXXXXXXXX VALUE MUNICIPAL INCOME TRUST
FUND EFFECTIVE DATE COMMITTED UNTIL
---- -------------- ---------------
Invesco Pennsylvania Value Municipal Income
Trust May 15, 2012 June 30, 2014
A-1
INVESCO SENIOR INCOME TRUST
FUND EFFECTIVE DATE COMMITTED UNTIL
---- -------------- ---------------
Invesco Senior Income Trust May 15, 2012 June 30, 2014
INVESCO SENIOR LOAN FUND
FUND EFFECTIVE DATE COMMITTED UNTIL
---- -------------- ---------------
Invesco Senior Loan Fund May 15, 2012 June 30, 2014
INVESCO TRUST FOR INVESTMENT GRADE MUNICIPALS
FUND EFFECTIVE DATE COMMITTED UNTIL
---- -------------- ---------------
Invesco Trust for Investment Grade Municipals May 15, 2012 June 30, 2014
INVESCO TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS
FUND EFFECTIVE DATE COMMITTED UNTIL
---- -------------- ---------------
Invesco Trust for Investment Grade New York
Municipals May 15, 2012 June 30, 2014
INVESCO XXX XXXXXX EXCHANGE FUND
FUND EFFECTIVE DATE COMMITTED UNTIL
---- -------------- ---------------
Invesco Xxx Xxxxxx Exchange Fund May 15, 2012 June 30, 2014
A-2
