INST DEFINING RIGHTS

INVESCO MUNICIPAL INCOME OPPORTUNITIES TRUST

AMENDMENT NO. 2

TO THE STATEMENT OF PREFERENCES

OF

VARIABLE RATE MUNI TERM PREFERRED SHARES (“VMTP SHARES”), DATED

NOVEMBER 1, 2017

(THE “STATEMENT OF PREFERENCES”)

WHEREAS, pursuant to authority expressly vested in the Board of Trustees of Invesco Municipal Income Opportunities Trust (the “Fund”) by Section 4.1 of the Amended and Restated Agreement and Declaration of Trust of the Fund, the Board of Trustees of the Fund may transact the Fund’s affairs;

WHEREAS, the Board of Trustees has determined that it is in the best interest of the Fund to (i) extend the Term Redemption Date of the Series 2020 VMTP Shares to October 31, 2025 and (ii) exempt the VMTP Shares from the provisions of the Delaware Control Beneficial Interest Acquisitions statute, and has approved each such change;

WHEREAS, the Fund and the sole shareholder have previously communicated regarding the extension of the Term Redemption Date and other changes, and reached a conditional agreement on such terms during January 2023;

WHEREAS, each of these changes has been consented to in writing by the sole shareholder of the Fund’s Outstanding Series 2020 VMTP Shares; and

NOW THEREFORE, the undersigned officer of the Fund hereby certifies as follows:

1. The Board of Trustees of the Fund has adopted resolutions to extend the Term Redemption Date of the Series 2020 VMTP Shares to October 31, 2025 and to exempt the VMTP Shares from the provisions of the Delaware Control Beneficial Interest Acquisitions statute.

2. Section 5 of Appendix A to the Statement of Preferences specifically relating to the Series 2020 VMTP Shares is deleted in its entirety and replaced with the following:

“Term Redemption Date Applicable to Series. The Term Redemption Date is October 31, 2025, subject to extension pursuant to Section 2.5(a)(ii) of the VMTP Statement.”

3. Section 7 of Appendix A to the Statement of Preferences specifically relating to the Series 2020 VMTP Shares is deleted in its entirety and replaced with the following:

“Liquidity Account Initial Date Applicable to Series. The Liquidity Account Initial Date is May 1, 2025 or, if applicable, the date that is six (6) months prior to the Term Redemption Date as extended pursuant to Section 2.5(a)(ii) of the VMTP Statement.”

4. Section 2.6 of the Statement of Preferences is amended by adding the following 2.6(h) at the end thereof:

“(h) Exemption from Delaware Control Beneficial Interest Acquisition Provisions. All VMTP Shares Outstanding as of March 17, 2023 and the acquisition thereof by the Holder(s) or Beneficial Owner(s) thereof or any other Person(s), including any transfer and acquisition after March 17, 2023, will be exempt from Subchapter III of the Delaware Statutory Trust Act.”

5. Any capitalized terms used herein but not defined herein shall have the meanings given to such capitalized terms in the Statement of Preferences.

6. Except as amended hereby, the Statement of Preferences remains in full force and effect.

7. An original copy of this amendment shall be lodged with the records of the Fund and filed in such places as the Board of Trustees deems appropriate.

[Signature Page Follows]

Dated this      day of March, 2023

INVESCO MUNICIPAL INCOME OPPORTUNITIES TRUST
By:	/s/ Alissa Clare
	Name: Alissa Clare
	Title: Assistant Secretary

INTERNAL CONTROL RPT

Report of Independent Registered Public Accounting Firm

To the Board of Trustees and Shareholders of Invesco Municipal Income Opportunities Trust

In planning and performing our audit of the financial statements of Invesco Municipal Income Opportunities Trust (the “Trust”) as of and for the year ended February 28, 2023, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), we considered the Trust’s internal control over financial reporting, including controls over safeguarding securities, as a basis for designing our auditing procedures for the purpose of expressing our opinion on the financial statements and to comply with the requirements of Form N-CEN, but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internal control over financial reporting. Accordingly, we do not express an opinion on the effectiveness of the Trust’s internal control over financial reporting.

The management of the Trust is responsible for establishing and maintaining effective internal control over financial reporting. In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of controls. A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of a company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

A deficiency in internal control over financial reporting exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

Our consideration of the Trust’s internal control over financial reporting was for the limited purpose described in the first paragraph and would not necessarily disclose all deficiencies in internal control over financial reporting that might be material weaknesses under standards established by the PCAOB. However, we noted no deficiencies in the Trust’s internal control over financial reporting and its operation, including controls over safeguarding securities, that we consider to be a material weakness as defined above as of February 28, 2023.

PricewaterhouseCoopers LLP, 1000 Louisiana St., Suite 5800, Houston, TX 77002

T: (713) 356 4000, www.pwc.com/us

This report is intended solely for the information and use of the Board of Trustees of Invesco Municipal Income Opportunities Trust and the Securities and Exchange Commission and is not intended to be and should not be used by anyone other than these specified parties.

April 21, 2023

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