EX-99.77C VOTES

                                                                   Sub-Item 77C


               SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS


                     INVESCO MUNICIPAL PREMIUM INCOME TRUST

An Annual Meeting ("Meeting") of Shareholders of Invesco Municipal Premium
Income Trust, was held on July 16, 2010 and was adjourned until August 13, 2010
and further adjourned until September 10, 2010. The Meeting on September 10,
2010 was held for the following purpose:

(1) Elect four Trustees by the holders of Common Shares and Preferred Shares
    voting together, and one Trustee by the holders of Preferred Shares voting
    separately, each of whom will serve for a three year term or until a
    successor has been duly elected and qualified.

The results of the voting on the above matter were as follows:



                                                                                       Votes
Matters                                                             Votes For        Withheld
- -------                                                             ---------        --------
                                                                               
(1)    Albert R. Dowden.............................................14,377,424        663,117
       Lewis F. Pennock.............................................14,384,635        655,906
       Hugo F. Sonnenschein.........................................14,369,270        671,271
       Raymond Stickel, Jr..........................................14,374,381        666,160
       PersonNamePrema Mathai-Davis (P).................................75.              0

- --------------------------
(P) Election of trustee by preferred shareholders only.

EX-99.77E LEGAL

                                                                   Sub-Item 77E


                                LEGAL PROCEEDINGS

                     INVESCO MUNICIPAL PREMIUM INCOME TRUST

SETTLED ENFORCEMENT ACTIONS AND INVESTIGATIONS RELATED TO MARKET TIMING

         On October 8, 2004, Invesco Advisers, Inc. (Invesco), successor by
merger to Invesco Aim Advisors, Inc. and INVESCO Funds Group, Inc. (IFG), both
former investment advisers, along with Invesco Aim Distributors, n/k/a Invesco
Distributors, Inc. (Invesco Distributors) reached final settlements with certain
regulators, including the Securities and Exchange Commission (SEC), the New York
Attorney General and the Colorado Attorney General, to resolve civil enforcement
actions and/or investigations related to market timing and related activity in
the AIM Funds (n/k/a the Invesco Funds), including those formerly advised by
IFG. As part of the settlements, a $325 million fair fund ($110 million of which
is civil penalties) was created to compensate shareholders harmed by market
timing and related activity in funds formerly advised by IFG. Additionally,
Invesco and Invesco Distributors created a $50 million fair fund ($30 million of
which is civil penalties) to compensate shareholders harmed by market timing and
related activity in funds advised by Invesco, which was done pursuant to the
terms of the settlement. The methodology of the fair funds distributions was
determined by Invesco's independent distribution consultant (IDC Plan), in
consultation with Invesco and the independent trustees of the Invesco Funds, and
approved by the SEC on May 23, 2008.

         The IDC Plan provides for distribution to all eligible investors, for
the periods spanning January 1, 2000 through July 31, 2003 (for the IFG Fair
Fund) and January 1, 2001 through September 30, 2003 (for the AIM Fair Fund),
their proportionate share of the applicable Fair Fund to compensate such
investors for injury they may have suffered as a result of market timing in the
affected funds. The IDC Plan includes a provision for any residual amounts in
the Fair Funds to be distributed in the future to the affected funds. Further
details regarding the IDC Plan and distributions thereunder are available on
Invesco's Web site, available at http://www.invesco.com/us.

At the present time, management of Invesco and the Invesco Funds are unable to
estimate the impact, if any, that the outcome of the Pending Litigation and
Regulatory Inquiries described herein may have on Invesco, Invesco Distributors
or the Invesco Funds.

Pending Regulatory Action Alleging Market Timing

         On August 30, 2005, the West Virginia Office of the State Auditor -
Securities Commission (WVASC) issued a Summary Order to Cease and Desist and
Notice of Right to Hearing to Invesco and Invesco Distributors (Order No.
05-1318). The WVASC makes findings of fact that Invesco and Invesco Distributors
entered into certain arrangements permitting market timing of the Invesco Funds
and failed to disclose these arrangements in the prospectuses for such Funds,
and conclusions of law to the effect that Invesco and Invesco Distributors
violated the StateplaceWest Virginia securities laws. The WVASC orders Invesco
and Invesco Distributors to cease any further violations and seeks to impose
monetary sanctions, including restitution to affected investors, disgorgement of
fees, reimbursement of investigatory, administrative and legal costs and an
"administrative assessment," to be determined by the Commissioner. Initial
research indicates that these damages could be limited or capped by statute. By
agreement with the Commissioner of Securities, Invesco's time to respond to that
Order has been indefinitely suspended.


Private Civil Actions Alleging Market Timing

         Multiple civil lawsuits, including purported class action and
shareholder derivative suits, have been filed against various parties
(including, depending on the lawsuit, certain Invesco Funds, IFG, Invesco,
Invesco Aim Management Group, Inc., n/k/a Invesco Management Group, Inc. and
certain related entities, certain of their current and former officers and/or
certain unrelated third parties) based on



allegations of improper market timing and related activity in the Invesco Funds.
These lawsuits allege a variety of theories of recovery, including but not
limited to: (i) violation of various provisions of the Federal and state
securities laws; (ii) violation of various provisions of Employee Retirement
Income Security Act of 1974, as amended (ERISA); (iii) breach of fiduciary duty;
and/or (iv) breach of contract. These lawsuits were initiated in both Federal
and state courts and seek such remedies as compensatory damages; restitution;
injunctive relief; disgorgement of management fees; imposition of a constructive
trust; removal of certain directors and/or employees; various corrective
measures under ERISA; rescission of certain Funds' advisory agreements;
interest; and attorneys' and experts' fees. All lawsuits based on allegations of
market timing, late trading, and related issues have been transferred to the
United States District Court for the District of Maryland (the MDL Court) for
consolidated or coordinated pre-trial proceedings.

         Pursuant to an Order of the MDL Court, plaintiffs in these lawsuits
consolidated their claims for pre-trial purposes into three amended complaints
against various Invesco - and IFG-related parties. The parties in the amended
complaints have agreed in principle to settle the actions. A list identifying
the amended complaints in the MDL Court and details of the settlements are \
discussed below.

     o   RICHARD LEPERA, INDIVIDUALLY AND ON BEHALF OF ALL OTHERS SIMILARLY
         SITUATED (LEAD PLAINTIFF: CITY OF CHICAGO DEFERRED COMPENSATION PLAN),
         V. INVESCO FUNDS GROUP, INC., ET AL, in the MDL Court (Case No.
         04-MD-15864; No. 04-CV-00814-JFM) (originally in the United States
         District Court for the District of Colorado), filed on September 29,
         2004.

     o   CYNTHIA ESSENMACHER, ET AL., Derivatively on Behalf of the Mutual
         Funds, Trusts and Corporations Comprising the Invesco and AIM Family of
         Mutual Funds v. AMVESCAP, PLC, ET AL., in the MDL Court (Case No.
         04-MD-15864-FPS; No. 04-819), filed on September 29, 2004.

     o   MIRIAM CALDERON, INDIVIDUALLY AND ON BEHALF OF ALL OTHERS SIMILARLY
         SITUATED, V. AVZ, INC., ET AL., in the MDL Court
         (Case No.1:04-MD-15864-FPS), filed on September 29, 2004.

         On March 1, 2006, the MDL Court dismissed all derivative causes of
action in the Essenmacher lawsuit but two: (i) the excessive fee claim under
Section 36(b) of the Investment Company Act of 1940 (the 1940 Act); and (ii) the
"control person liability" claim under Section 48 of the 1940 Act, and all
claims asserted in the Lepera class action lawsuit but three: (i) the securities
fraud claims under Section 10(b) of the Securities Exchange Act of 1934; (ii)
the excessive fee claim under Section 36(b) of the 1940 Act (which survived only
insofar as plaintiffs seek recovery of fees associated with the assets involved
in market timing); and (iii) the "control person liability" claim under Section
48 of the 1940 Act. On June 14, 2006, the MDL Court entered an order dismissing
the Section 48 claim in the derivative (Essenmacher) lawsuit. Based on the
MDL Court's March 1, 2006 and June 14, 2006 orders, all claims asserted against
the Funds that were transferred to the MDL Court were dismissed, although
certain Funds remain nominal defendants in the derivative (Essenmacher) lawsuit.
On January 5, 2008, the parties reached an agreement in principle to settle
both the class action (Lepera) and the derivative (Essenmacher) lawsuits,
subject to the MDL Court approval.

         On September 15, 2006, Judge Motz for the MDL Court granted the
Defendants' motion to dismiss the ERISA (Calderon) lawsuit and dismissed such
lawsuit. The Plaintiff appealed this decision. On June 16, 2008, the Fourth
Circuit Court of Appeals reversed the dismissal and remanded this lawsuit back
to the MDL Court for further proceedings. On December 15, 2008, the parties
reached an agreement in principle to settle this lawsuit, subject to the MDL
Court approval. No payments are required under the settlement; however, the
parties agreed that certain limited changes to benefit plans and participants'
accounts would be made.

         The MDL Court formally approved the settlements on October 25, 2010.
There was a brief period to appeal the MDL Court's approval; however, no appeal
was filed. This matter is concluded.



Other Actions Invesco Municipal Premium Income Municipal Trust

         ELSIE MAE MELMS REVOCABLE LIVING TRUST, DERIVATIVELY ON BEHALF OF
         NOMINAL DEFENDANT INVESCO MUNICIPAL PREMIUM INCOME TRUST, PLAINTIFF, V.
         MORGAN STANLEY INVESTMENT ADVISORS INC., JAMES F. HIGGINS, RANDOLPH
         TAKIAN, RONALD E. ROBINSON, FRANCIS J. SMITH, CARSTEN OTTO, MARY E.
         MULLIN, STEFANIE V. CHANG YU, KEVIN KLINGERT, AMY R. DOBERMAN, DENNIS
         F. SHEA, NEIL STONE, STEVEN K. KREIDER AND MORGAN STANLEY, DEFENDANTS,
         AND INVESCO MUNICIPAL PREMIUM INCOME TRUST, NOMINAL DEFENDANT. On
         August 3, 2010, Elsie Mae Melms Revocable Living Trust ("Plaintiff")
         filed a complaint on behalf of Invesco Municipal Premium Income Trust
         (the "Trust") against Morgan Stanley Investment Advisors, Inc. (
         "MSIA"), current and former trustees and executive officers of the
         Trust and Morgan Stanley ("Defendants") alleging that they breached
         their fiduciary duties to common shareholders by causing the Trust to
         redeem Auction Rate Preferred Securities ("ARPS") at their liquidation
         value when the secondary market valued the ARPS at a significant
         discount from their liquidation value. The complaint also alleges that
         the redemption of the ARPS occurred at the expense of the Trust and its
         common shareholders. Plaintiff seeks judgment ordering: 1) Defendants
         to not redeem any ARPS at their liquidation value using Trust assets;
         2) awarding monetary damages against all Defendants, individually,
         jointly or severally, in favor of the Trust, for all losses and damages
         allegedly suffered as a result of redemptions of ARPS at their
         liquidation value; 3) awarding Plaintiff the costs and disbursements of
         the action. Plaintiff has requested a trial by jury. The Board has
         formed a committee to investigate these claims, and the parties to the
         litigation have agreed to a temporary stay of the litigation pending
         completion of the investigation.


         More detailed information regarding each of the civil lawsuits
identified above, including the parties to the lawsuits and summaries of the
various allegations and remedies sought, may be found in the Fund's Statement of
Additional Information, if applicable.

EX-99.77Q1 OTHR EXHB

                                                              SUB-ITEM 77Q1(A)

                                   CERTIFICATE

     The undersigned hereby certifies that she is the Secretary of Morgan
Stanley Municipal Premium Income Trust (the "Trust"), an unincorporated business
trust organized under the laws of the Commonwealth of Massachusetts, that
annexed hereto is an Amendment to the Declaration of Trust of the Trust adopted
by the Trustees of the Trust on May 21, 2010 as provided in Section 8.3 of the
Declaration of Trust of the Trust, said Amendment to take effect on June 1, 2010
and I do hereby further certify that such Amendment has not been amended and is
on the date hereof in full force and effect.

     Dated this 21st day of May, 2010


                                        /s/ Mary E. Mullen
                                        ----------------------------------------
                                        Mary E. Mullin
                                        Secretary


                                                              SUB-ITEM 77Q1(A)

                                    AMENDMENT

Dated:             May 21, 2010
To be Effective:   June 1, 2010

                                       TO

                  MORGAN STANLEY MUNICIPAL PREMIUM INCOME TRUST

                              DECLARATION OF TRUST

                                      DATED

                                November 15, 1988


                                                              SUB-ITEM 77Q1(A)

                  MORGAN STANLEY MUNICIPAL PREMIUM INCOME TRUST

                      AMENDMENT TO THE DECLARATION OF TRUST

WHEREAS, Morgan Stanley Municipal Premium Income Trust (the "Trust") was
established by the Declaration of Trust dated November 15, 1988, as amended from
time to time (the "Declaration"), under the laws of the Commonwealth of
Massachusetts;

WHEREAS, Section 8.3 of the Declaration provides that the Trustees may amend the
Declaration without the vote or consent of Shareholders to change the name of
the Trust;

WHEREAS, the Trustees of the Trust have deemed it advisable to change the name
of the Trust to "Invesco Municipal Premium Income Trust";

WHEREAS, Section 8.3 of the Declaration further provides that the Trustees may
amend the Declaration without the vote or consent of Shareholders for any
purpose which does not adversely affect the rights of any Shareholder with
respect to which the amendment is or purports to be applicable;

WHEREAS, the Trustees of the Trust have deemed it advisable to increase the
maximum number of Trustees provided for under the Declaration;

WHEREAS, the Trustees of the Trust have deemed it advisable to change the
resident agent of the Trust in the Commonwealth of Massachusetts; and

WHEREAS, the Trustees of the Trust have deemed it advisable to set forth the
principal place of business of the Trust in the Declaration;

NOW, THEREFORE:

I. Section 1.1 of Article I of the Declaration is hereby amended so that such
Section shall read in its entirety as follows:

     Section 1.1. Name. The name of the Trust created hereby is the Invesco
Municipal Premium Income Trust and so far as may be practicable the Trustees
shall conduct the Trust's activities, execute all documents and sue or be sued
under that name, which name (and the word "Trust" whenever herein used) shall
refer to the Trustees as Trustees, and not as individuals, or personally, and
shall not refer to the officers, agents, employees or Shareholders of the Trust.
Should the Trustees determine that the use of such name is not advisable, they
may use such other name for the Trust as they deem proper and the Trust may hold
its property and conduct its activities under such other name.

II. Subsection (r) of Section 1.2 of Article I of the Declaration is hereby
amended so that such Subsection shall read in its entirety as follows:

     Section 1.2. Definitions . . .

     (r) "Trust" means the Invesco Municipal Premium Income Trust.


                                                              SUB-ITEM 77Q 1 (A)

III. Section 2.1 of Article II of the Declaration is hereby amended so that such
Section shall read in its entirety as follows:

     Section 2.1. Number of Trustees. The number of Trustees shall be such
number as shall be fixed from time to time by a written instrument signed by a
majority of the Trustees, provided, however, that the number of Trustees shall
in no event be less than three (3) nor more than nineteen (19) except as such
number shall be increased in connection with the rights of the holders of the
Preferred Shares to elect a majority of the Trustees as provided in Section 6.1
hereof. No reduction in the number of Trustees shall have the effect of removing
any Trustee from office prior to the expiration of his term unless the Trustee
is specifically removed pursuant to Section 2.2 of this Article II at the time
of decrease.

IV. Section 10.2 of Article X of the Declaration is hereby amended so that such
Section shall read in its entirety as follows:

     Section 10.2. Resident Agent. CT Corporation System, 155 Federal Street,
Ste. 700, Boston, Massachusetts 02110 is the resident agent of the Trust in the
Commonwealth of Massachusetts.

V. Section 10.7 of Article X of the Declaration is hereby deleted in its
entirety and replaced with the following:

     Section 10.7. Principal Place of Business. The principal place of business
of the Trust shall be 1555 Peachtree Street, N.E., Atlanta, Georgia 30309, or
such other location as the Trustees may designate from time to time.

VI. The Trustees of the Trust hereby reaffirm the Declaration, as amended, in
all respects.

VII. The undersigned hereby certify that this instrument has been duly adopted
in accordance with the provisions of the Declaration.

VIII. This amendment may be executed in more than one counterpart, each of which
shall be deemed an original, but all of which together shall constitute one and
the same document.


                                                              SUB-ITEM 77Q 1 (A)

IN WITNESS THEREOF, the undersigned, the Trustees of the Trust, have executed
this instrument this 21st day of May, 2010.

                                                    


/s/ Frank L Bowman                                     /s/ Michael Bozic
- ----------------------------------------------------   -------------------------------------------------------
Frank L. Bowman, as Trustee, and not individually      Michael Bozic, as Trustee, and not individually
c/o Kramer Levin Naftalis & Frankel LLP                c/o Kramer Levin Naftalis & Frankel LLP
Counsel to the Independent Trustees                    Counsel to the Independent Trustees
1177 Avenue of the Americas New York, NY 10036         1177 Avenue of the Americas New York, NY 10036


/s/ Kathleen A. Dennis                                 /s/ Dr. Manuel H. Johnson
- ----------------------------------------------------   -------------------------------------------------------
Kathleen A. Dennis, as Trustee, and not individually   Dr. Manuel H. Johnson, as Trustee, and not individually
c/o Kramer Levin Naftalis & Frankel LLP                c/o Johnson Smick Group, Inc.
Counsel to the Independent Trustees                    888 16th Street, N.W., Suite 740
1177 Avenue of the Americas                            Washington, D.C. 20006
New York, NY 10036


/s/ James F. Higgins                                   /s/ Joseph J. Kearns
- ----------------------------------------------------   -------------------------------------------------------
James F. Higgins, as Trustee, and not individually     Joseph J. Kearns, as Trustee, and not individually
c/o Morgan Stanley Trust                               c/o Kearns & Associates LLC
Harborside Financial Center, Plaza Two                 PMB754, 23852 Pacific Coast Highway
Jersey City, NJ 07311                                  Malibu, CA 90265


/s/ Michael F. Klein                                   /s/ Michael E. Nugent
- ----------------------------------------------------   -------------------------------------------------------
Michael F. Klein, as Trustee, and not individually     Michael E. Nugent, as Trustee, and not individually
c/o Kramer Levin Naftalis & Frankel LLP                c/o Triumph Capital, L.P.
Counsel to the Independent Trustees                    445 Park Avenue
1177 Avenue of the Americas                            New York, NY 10022
New York, NY 10036


/s/ W. Allen Reed                                      /s/ Fergus Reid
- ----------------------------------------------------   -------------------------------------------------------
W. Allen Reed, as Trustee, and not individually        Fergus Reid, as Trustee, and not individually
c/o Kramer Levin Naftalis & Frankel LLP                c/o Lumelite Plastics Corporation
Counsel to the Independent Trustees                    85 Charles Colman Blvd.
1177 Avenue of the Americas                            Pawling, NY 12564
New York, NY 10036