EX-99.77B ACCT LTTR

            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Trustees and Shareholders of Invesco Quality Municipal Income
Trust:

In planning and performing our audits of the financial statements of Invesco
Quality Municipal Income Trust (hereafter referred to as the "Trust") as of and
for the year ended February 28, 2013, in accordance with the standards of the
Public Company Accounting Oversight Board (United States), 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-SAR, 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 trust'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 trust'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 trust;
(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 trust
are being made only in accordance with authorizations of management and
trustees of the trust; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use or disposition
of a trust'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
Trust'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
Public Company Accounting Oversight Board (United States). 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 material weaknesses as defined above as of February 28, 2013.

This report is intended solely for the information and use of management and
the Board of Trustees of the 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.

/s/PricewaterhouseCoopers LLP
Houston, TX
April 26, 2013

EX-99.77C VOTES

                                                                   Sub-Item 77C

              SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

                    INVESCO QUALITY MUNICIPAL INCOME TRUST

An Annual Meeting ("Meeting") of Shareholders of Invesco Quality Municipal
Income Trust (the "Fund") was held on July 17, 2012 and was adjourned, with
respect to one proposal until August 14, 2012 and further adjourned until
September 25, 2012. The Meeting on September 25, 2012 was held for the
following purpose:

(1). Approval of an amendment to the Fund's advisory agreement that increases
     the Fund's advisory fee.

The September 25, 2012 voting results on the above matter were as follows:



                                                                       Votes      Votes    Votes   Broker
Matter                                                                  For      Against  Abstain Non-Votes
------                                                               ---------- --------- ------- ---------
                                                                                      
(1). Approval of an amendment to the Fund's advisory agreement that
     increases the Fund's advisory fee.............................. 11,856,704 2,900,274 578,154 2,171,227

EX-99.77E LEGAL

                                                                   Sub-Item 77E

                               LEGAL PROCEEDINGS

                    INVESCO QUALITY MUNICIPAL INCOME TRUST

The Trust received two shareholder demand letters dated July 16, 2010 and
March 25, 2011. The shareholder in the July 16. 2010 demand letter alleged that
the former Adviser and certain individuals breached their fiduciary duties and
wasted Trust assets by causing the Trust to redeem Auction Rate Preferred
Securities (ARPS) at their liquidation value at the expense of the Trust and
common shareholders. The shareholder in the demand letter dated March 25, 2011
alleged that the Adviser and certain current board and officers of the Trust
breached their fiduciary duties and wasted Trust assets by causing the Trust to
redeem ARPS at their liquidation value, although the actions complained of
occurred prior to the election of the current board and appointment of current
officers and prior to the tenure of the current adviser. The shareholders in
both letters claimed that the Trust was not obliged to provide liquidity to the
preferred shareholders, the redemptions were improperly motivated to benefit
the Adviser, and the market value and fair value of the ARPS were less than
liquidation value at the time they were redeemed. The shareholders demand that:
1) the Board take action against the Adviser and individuals to recover
damages; 2) the Board refrain from authorizing further redemptions or
repurchases of ARPS by the Trust at prices in excess of fair value or market
value at the time of the transaction; and 3) the Board institute corporate
governance measures. The Board formed a Special Litigation Committee ("SLC") to
investigate these claims and make a recommendation to the Board regarding
whether pursuit of these claims is in the best interests of the Trust. Upon
completion of its evaluation, the SLC recommended that the Board reject the
demands specified in the shareholder demand letters, after which the Board
publicly announced on July 12, 2011, that it had adopted the SLC recommendation
and voted to reject the demands.

Management of Invesco and the Trust believe that the outcome of the proceedings
described above will not have a material adverse effect on the Trust or on the
ability of Invesco to provide ongoing services to the Trust.

EX-99.77M MERGERS

                                                                   SUB-ITEM 77M

                                    MERGERS

INVESCO QUALITY MUNICIPAL INVESTMENT TRUST TO INVESCO QUALITY MUNICIPAL INCOME
TRUST

   On July 2, 2012, the Board of Trustees of Invesco Quality Municipal
Investment Trust (the "Target Fund") approved an Agreement and Plan of Merger
(the "Agreement"). On August 14, 2012, at a Joint Annual Meeting for
shareholders of common shares of beneficial interest of Invesco Quality
Municipal Investment Trust, shareholders approved the Agreement that provided
for the merger of the Target Fund with and into Invesco Quality Municipal
Income Trust (the "Acquiring Fund") (the "Merger") pursuant to the Delaware
Statutory Trust Act. Pursuant to the Agreement, on August 27, 2012, the
Acquiring Fund issued new Common Shares. Common Shares of the Target Fund were
exchanged for newly issued Acquiring Fund Common Shares of equal aggregate net
asset value. The Acquiring Fund assumed all of the liabilities of the Target
Fund. Common Shares of the Acquiring Fund owned after the merger will have an
aggregate net asset value equal to the net asset value of the Target Fund
Common Shares held immediately before the Merger. Shareholders of the Target
Fund and Acquiring Fund will recognize no gain or loss for federal income tax
purposes upon the exchange of all shares of the Target Fund for shares in the
Acquiring Fund.

INVESCO QUALITY MUNICIPAL SECURITIES TO INVESCO QUALITY MUNICIPAL INCOME TRUST

   On July 2, 2012, the Board of Trustees of Invesco Quality Municipal
Securities (the "Target Fund") approved an Agreement and Plan of Merger (the
"Agreement"). On August 14, 2012, at a Joint Annual Meeting for shareholders of
common shares of beneficial interest of Invesco Quality Municipal Securities,
shareholders approved the Agreement that provided for the merger of the Target
Fund with and into Invesco Quality Municipal Income Trust (the "Acquiring
Fund") (the "Merger") pursuant to the Delaware Statutory Trust Act. Pursuant to
the Agreement, on August 27, 2012, the Acquiring Fund issued new Common Shares.
Common Shares of the Target Fund were exchanged for newly issued Acquiring Fund
Common Shares of equal aggregate net asset value. The Acquiring Fund assumed
all of the liabilities of the Target Fund. Common Shares of the Acquiring Fund
owned after the merger will have an aggregate net asset value equal to the net
asset value of the Target Fund Common Shares held immediately before the
Merger. Shareholders of the Target Fund and Acquiring Fund will recognize no
gain or loss for federal income tax purposes upon the exchange of all shares of
the Target Fund for shares in the Acquiring Fund.

FOR A MORE DETAILED DISCUSSION ON THE MERGER, PLEASE SEE THE AGREEMENT AND PLAN
OF MERGER FILED HEREIN UNDER ITEM 77Q1(g).

EX-99.77Q1A

                                                               Sub-Item 77Q1(a)

            AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST

                                      OF

                    INVESCO QUALITY MUNICIPAL INCOME TRUST

       AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST of Invesco
Quality Municipal Income Trust is made the 15th day of May, 2012 by the parties
signatory hereto, as Trustees, and by each person who becomes a Shareholder in
accordance with the terms hereinafter set forth;

       WHEREAS the Trust was formed on April 2, 2012 by its sole Trustee by the
filing of a Certificate of Trust with the office of the Secretary of State of
the State of Delaware pursuant to a Declaration of Trust, dated as of March 27,
2012 (the "Original Declaration");

       WHEREAS the Trust has been formed to carry on the business of a
closed-end management investment company as defined in the 1940 Act;

       WHEREAS the Trustees have agreed to manage all property coming into
their hands as trustees of a Delaware statutory trust in accordance with the
provisions of the Delaware Statutory Trust Act, as amended from time to time,
and the provisions hereinafter set forth; and

       WHEREAS pursuant to the provisions of the Original Declaration, the
Board of Trustees desires to amend and restate the Original Declaration in the
manner hereinafter set forth.

       NOW, THEREFORE, the Trustees hereby declare that:

       (i) the Original Declaration is amended and restated in its entirety in
the manner hereinafter set forth;

       (ii) they will hold all cash, securities and other assets that they may
from time to time acquire in any manner as Trustees hereunder IN TRUST to
manage and dispose of the same upon the following terms and conditions for the
benefit of the holders from time to time of Shares as hereinafter set forth; and

       (iii) this Amended and Restated Agreement and Declaration of Trust and
the Bylaws shall be binding in accordance with their terms on every Trustee, by
virtue of having become a Trustee of the Trust, and on every Shareholder, by
virtue of having become a Shareholder of the Trust, pursuant to the terms of
this Agreement and the Bylaws.

                                   ARTICLE I
              NAME, DEFINITIONS, PURPOSE AND CERTIFICATE OF TRUST

   Section 1.1 Name. The name of the statutory trust is Invesco Quality
Municipal Income Trust, and the Trustees may transact the Trust's affairs in
that name or any other name as the Board of Trustees may from time to time
designate. The Trust shall constitute a Delaware statutory trust in accordance
with the Delaware Act.

                                      -1-



   Section 1.2 Offices of the Trust. The Board may at any time establish
offices of the Trust at any place or places where the Trust intends to do
business.

   Section 1.3 Registered Agent and Registered Office. The name of the
registered agent of the Trust and the address of the registered office of the
Trust are as set forth in the Certificate of Trust.

   Section 1.4 Definitions. Whenever used herein, unless otherwise required by
the context or specifically provided in the Governing Instrument:

    (a)  "Affiliated Person," "Commission," "Company," "Person," and "Principal
         Underwriter" shall have the meanings given them in the 1940 Act, as
         modified by or interpreted by any applicable order or orders of the
         Commission or any rules or regulations adopted or interpretive
         releases of the Commission thereunder;

    (b)  "Agreement" means this Amended and Restated Agreement and Declaration
         of Trust, as it may be amended or amended, restated or supplemented,
         including without limitation, supplements relating to Preferred
         Shares, if any, from time to time;

    (c)  "Board of Trustees" or "Board" shall mean the governing body of the
         Trust, that is comprised of the number of Trustees of the Trust fixed
         from time to time pursuant to Article III hereof, having the powers
         and duties set forth herein;

    (d)  "Bylaws" means the Bylaws of the Trust as amended from time to time by
         the Trustees;

    (e)  "Certificate of Trust" shall mean the certificate of trust of the
         Trust filed on April 2, 2012 with the office of the Secretary of State
         of the State of Delaware as required under the Delaware Act, as such
         certificate may be amended or restated from time to time;

    (f)  "class" or "class of Shares" refers to the division of Shares into two
         or more classes as provided in Section 2.1;

    (g)  "Code" means the Internal Revenue Code of 1986, as amended from time
         to time, and the regulations promulgated thereunder;

    (h)  "Covered Person" means a person who is or was a Trustee, officer,
         employee or agent of the Trust, or is or was serving at the request of
         the Trustees as a director, trustee, partner, officer, employee or
         agent of another foreign or domestic corporation, trust, partnership,
         joint venture or other enterprise;

    (i)  "Delaware Act" refers to the Delaware Statutory Trust Act, 12 Del. C.
         (S) 3801 et seq., as such Act may be amended from time to time;

    (j)  "Governing Instrument" means collectively, this Agreement, the Bylaws,
         and any instrument or resolution establishing preferred shares, all
         amendments to this Agreement and the Bylaws, all written committee and
         sub-committee charters adopted by the Trustees, and every resolution
         of the Trustees or any committee or sub-committee of the Trustees that
         by its terms is incorporated by reference

                                      -2-



         into this Agreement or stated to constitute part of the Trust's
         Governing Instrument, in each case as of the date of the adoption of
         each such resolution or amendment or modification thereto;

    (k)  "Majority Shareholder Vote" means the vote of "a majority of the
         outstanding voting securities" (as defined in the 1940 Act) of the
         Trust with each class of Shares voting together as a single class,
         except to the extent the 1940 Act or the Governing Instrument requires
         the separate vote of one or more classes of Shares, in which case the
         applicable proportion of such classes of Shares voting as a separate
         class, as the case may be, will be required;

    (l)  "Majority Trustee Vote" means the vote of a majority of the Trustees
         then in office;

    (m)  "1933 Act" means the Securities Act of 1933, as amended from time to
         time, and the rules promulgated thereunder;

    (n)  "1940 Act" means the Investment Company Act of 1940, as amended from
         time to time, and the rules promulgated thereunder;

    (o)  "Record Owner" means, as of any particular time, a record owner of
         Shares of the Trust shown on the books of the Trust or the Trust's
         transfer agent as then issued and outstanding at such time;

    (p)  "Registration Statement" means a registration statement of the Trust
         relating to Shares filed with the Commission under the 1933 Act and/or
         the 1940 Act, and all amendments to such registration statement, as in
         effect from time to time. The "effective date" of a Registration
         Statement shall be the date on which such Registration Statement (and
         any amendments thereto) is declared effective by the Commission, or
         becomes effective pursuant to the 1933 Act and/or the 1940 Act;

    (q)  "series" or "series of Shares" refers to the designation of Shares
         into one or more series as provided in Section 2.1;

    (r)  "Shareholder" means, as of any particular time, an owner of Shares,
         whether beneficially or of record, of the Trust;

    (s)  "Shares" means the transferable units of beneficial interest into
         which the beneficial interest in the Trust shall be divided from time
         to time and includes fractions of Shares as well as whole Shares. All
         references to Shares shall be deemed to be Shares of any or all series
         or classes as the context may require;

    (t)  "Trust" means Invesco Quality Municipal Income Trust, the Delaware
         statutory trust formed under the Original Declaration, as amended and
         restated by this Agreement, and by filing of the Certificate of Trust
         with the office of the Secretary of State of the State of Delaware and
         governed by this Agreement, as such instruments may be further
         amended, restated or supplemented from time to time;

                                      -3-



    (u)  "Trust Property" means any and all property, real or personal,
         tangible or intangible, which is owned or held by or for the account
         of the Trust, or by the Trustees on behalf of the Trust; and

    (v)  "Trustees" means the natural persons who have signed this Agreement as
         trustees so long as they shall continue to serve as trustees of the
         Trust in accordance with the terms hereof, and all other natural
         persons who may from time to time be duly appointed as Trustee in
         accordance with the provisions of Section 3.4, or elected as Trustee
         by the Shareholders, and reference herein to a Trustee or to the
         Trustees shall refer to such natural persons in their capacity as
         Trustees hereunder.

       In this Agreement or in any amended, restated or supplemented Agreement,
references to this Agreement, and all expressions like "herein," "hereof," and
"hereunder," shall be deemed to refer to this Agreement as amended, restated or
supplemented. All expressions like "his," "he," and "him," shall be deemed to
include the feminine and neuter, as well as masculine, genders.

   Section 1.5 Purpose. The purpose of the Trust is to conduct, operate and
carry on the business of a closed-end management investment company registered
under the 1940 Act investing primarily in securities and other financial
instruments or property, and to carry on such other business as the Trustees
may from time to time determine pursuant to their authority under this
Agreement.

                                  ARTICLE II
                         SHARES OF BENEFICIAL INTEREST

   Section 2.1 Shares of Beneficial Interest.

    (a)  The Trustees may, without Shareholder approval, authorize one or more
         classes of Shares (which classes may be designated as one or more
         series), with Shares of each such class or series having such par
         value and such preferences, voting powers, terms of redemption, if
         any, and special or relative rights or privileges (including
         conversion rights, if any) as the Trustees may determine. Subject to
         applicable law, the Trustees may, without Shareholder approval,
         authorize the Trust to issue subscription or other rights representing
         interests in Shares to existing Shareholders or other persons subject
         to such terms and conditions as the Trustees may determine. The number
         of Shares of each class or series authorized shall be unlimited, and,
         unless otherwise provided in the Governing Instrument, the Shares so
         authorized may be represented in part by fractional shares. The
         Trustees may without Shareholder approval from time to time divide or
         combine the Shares of any class or series into a greater or lesser
         number without thereby changing the proportionate beneficial interest
         in the class or series. All Shares issued hereunder, including without
         limitation, Shares issued in connection with a dividend or other
         distribution in Shares or a split or reverse split of shares, when
         issued on the terms determined by the Trustees, shall be fully paid
         and nonassessable.

    (b)  The Shares shall initially be designated as one class, a class of an
         unlimited number of common Shares, no par value (the "Common Shares"),
         having the powers, preferences, rights, qualifications, limitations
         and restrictions described

                                      -4-



         below. The Trust may also, from time to time, issue a class of an
         unlimited number of preferred Shares, (the "Preferred Shares"), having
         such par value, powers, preferences, rights, qualifications,
         limitations and restrictions as shall be set forth in a written
         instrument or resolution or resolutions adopted by the Trustees.
         Following the issuance of Preferred Shares, when no Preferred Shares
         or series of Preferred Shares remain outstanding, the Trustees shall
         adopt a resolution eliminating such Preferred Shares or Preferred
         Shares of the applicable series, subject to the right of the Trustees
         to issue Preferred Shares or Preferred Shares of a series pursuant to
         a future resolution or resolutions. To the extent that the Trustees
         authorize and issue Preferred Shares, they are hereby authorized and
         empowered to amend, restate or supplement this Agreement as they deem
         necessary or appropriate, including to comply with the requirements of
         the 1940 Act or requirements imposed by the rating agencies or other
         Persons, all without the approval of Shareholders. Any such
         supplement, restatement or amendment shall be filed as is necessary.

    (c)  Shareholders shall have no power to vote on any matter except matters
         on which a vote of Shareholders is required by the 1940 Act or the
         Governing Instrument.

    (d)  Subject to any Board resolution establishing and designating a class
         of Shares, Shareholders shall have no preemptive or other right to
         subscribe for new or additional authorized, but unissued Shares or
         other securities issued by the Trust.

    (e)  Subject to the rights of the holders of Preferred Shares, if any,
         dividends or other distributions, when, as and if declared by the
         Board, shall be shared equally by the holders of Common Shares on a
         share for share basis. Subject to the rights of the holders of
         Preferred Shares, if any, in the event of the termination of the
         Trust, the holders of the Common Shares shall be entitled to receive
         pro rata the net distributable assets of the Trust.

    (f)  Any Trustee, officer or other agent of the Trust, and any organization
         in which any such Person has an economic or other interest, may
         acquire, own, hold and dispose of Shares in the Trust, whether such
         Shares are authorized but unissued, or already outstanding, to the
         same extent as if such Person were not a Trustee, officer or other
         agent of the Trust; and the Trust may issue and sell and may purchase
         such Shares from any such Person or any such organization, subject to
         the limitations, restrictions or other provisions applicable to the
         sale or purchase of such shares herein, the 1940 Act and other
         applicable law.

   Section 2.2 Other Securities. The Trustees may, subject to the requirements
of the 1940 Act and the Governing Instrument, authorize and issue such other
securities of the Trust as they determine to be necessary, desirable or
appropriate, having such terms, rights, preferences, privileges, limitations
and restrictions as the Trustees see fit, including debt securities or other
senior securities. The Trustees are also authorized to take such actions and
retain such Persons as they see fit to offer and sell such securities.

   Section 2.3 Personal Liability of Shareholders. No Shareholder of the Trust
shall be personally liable for the debts, liabilities, obligations and expenses
incurred by, contracted for, or otherwise existing with respect to, the Trust.
Neither the Trust nor the Trustees, nor any officer, employee, or agent of the
Trust shall have any power to bind personally any Shareholder or to

                                      -5-



call upon any Shareholder for the payment of any sum of money or assessment
whatsoever other than (i) such as the Shareholder may at any time personally
agree to pay by way of subscription for any Shares or otherwise, or (ii) any
indemnification payment owed to the Trust by the Shareholder pursuant to
Section 8.5. The Shareholders shall be entitled, to the fullest extent
permitted by applicable law, to the same limitation of personal liability as is
extended under the Delaware General Corporation Law to stockholders of private
corporations for profit.

   Section 2.4 Derivative Actions. In addition to the requirements set forth in
Section 3816 of the Delaware Act, a Shareholder or Shareholders may bring a
derivative action on behalf of the Trust only if the following conditions are
met:

       (a) The Shareholder or Shareholders must make a pre-suit demand upon the
Board of Trustees to bring the subject action unless an effort to cause the
Board of Trustees to bring such an action is not likely to succeed. For
purposes of this Section 2.4, a demand on the Board of Trustees shall be deemed
not likely to succeed and therefore excused only if a majority of the Board of
Trustees, or a majority of any committee established to consider the merits of
such action, is composed of Trustees who are not "independent trustees" (as
such term is defined in the Delaware Act);

       (b) Unless a demand is not required under Section 2.4(a), Shareholders
eligible to bring such derivative action under the Delaware Act who hold at
least a majority of the outstanding Shares of the Trust shall join in the
demand for the Board of Trustees to commence such action; and

       (c) Unless a demand is not required under Section 2.4(a), the Board of
Trustees must be afforded a reasonable amount of time to consider such
Shareholder request and to investigate the basis of such claim. The Board of
Trustees shall be entitled to retain counsel or other advisors in considering
the merits of the demand and shall require an undertaking by the Shareholders
making such demand to reimburse the Trust for the fees and expense of any such
counsel or other advisors and other out of pocket expenses of the Trust, in the
event that the Board of Trustees determines not to bring such action. The Trust
is hereby permitted to redeem or repurchase Shares of any Shareholder liable to
the Trust under this Section 2.4(c) at a value determined by the Board of
Trustees in accordance with the 1940 Act and other applicable law, and to set
off against and retain any distributions otherwise payable to any Shareholder
liable to the Trust under this Section 2.4(c), in payment of amounts due
hereunder.

   For purposes of this Section 2.4, the Board of Trustees may designate a
committee of one Trustee to consider a Shareholder demand if necessary to
create a committee with a majority of Trustees who are "independent trustees"
(as such term in defined in the Delaware Act).

   Section 2.5 Assent to Agreement. Every Shareholder, by virtue of having
purchased a Share, shall be held to have expressly assented to, and agreed to
be bound by, the terms hereof. The death, incapacity, dissolution, termination,
or bankruptcy of a Shareholder during the continuance of the Trust shall not
operate to terminate the Trust nor entitle the representative of any deceased
Shareholder to an accounting or to take any action in court or elsewhere
against the Trust or the Trustees, but only to rights of said deceased,
incapacitated, dissolved, terminated or bankrupt Shareholder under the
Governing Instrument. Ownership of Shares shall not entitle the Shareholder to
any title in or to the whole or any part of the Trust

                                      -6-



Property or right to call for a partition or division of the same or for an
accounting, nor shall the ownership of Shares constitute the Shareholders as
partners.

   Section 2.6 Disclosure of Holding. The Shareholders or holders of other
securities of the Trust shall upon demand disclose to the Trustees in writing
such information with respect to direct or indirect ownership of Shares or
other securities of the Trust as the Trustees deem to be (i) in the best
interests of the Trust or (ii) necessary to comply with the provisions of the
Code, the 1940 Act or other applicable laws or regulations, or to comply with
the requirements of any other taxing or regulatory authority or stock exchange
on which the Shares are listed for trading.

                                  ARTICLE III
                                 THE TRUSTEES

   Section 3.1 Management of the Trust.

    (a)  The Trustees shall have exclusive and absolute control over the Trust
         Property and over the business of the Trust to the same extent as if
         the Trustees were the sole owners of the Trust Property and business
         in their own right, but with such powers of delegation as may be
         permitted by this Agreement.

    (b)  The Trustees shall have power to conduct the business of the Trust and
         carry on its operations in any and all of its branches and maintain
         offices both within and without the State of Delaware, in any and all
         states of the United States of America, in the District of Columbia,
         in any and all commonwealths, territories, dependencies, colonies, or
         possessions of the United States of America, and in any and all
         foreign jurisdictions and to do all such other things and execute all
         such instruments as they deem necessary, proper or desirable in order
         to promote the interests of the Trust although such things are not
         herein specifically mentioned.

    (c)  The enumeration of any specific power in this Agreement shall not be
         construed as limiting the aforesaid power. The powers of the Trustees
         may be exercised without order of or resort to any court or other
         authority.

   Section 3.2 Number of Trustees. The Board shall consist of such number of
trustees as shall be fixed from time to time by a majority of the Trustees;
provided, however, that the number of trustees shall in no event be less than
two (2) nor more than fifteen (15); and provided further that the number of
trustees shall be increased automatically to such number as is required to
effectuate Section 3.4(b). The natural persons who have executed this Agreement
shall be the Trustees as of the date hereof.

   Section 3.3 Classes of Trustees; Terms of Office of Trustees.

    (a)  The Board of Trustees shall be divided into three classes. The number
         of Trustees in each class, and the individual Trustees assigned to
         each class, shall be determined by resolution of the Board of Trustees.

    (b)  The terms of office for each class of Trustees shall be determined as
         follows:

                                      -7-



         (1)  The term of office of the first class shall expire on the date of
              the first annual meeting of Shareholders, or special meeting in
              lieu thereof at which Trustees are elected;

         (2)  The term of office of the second class shall expire on the date
              of the second annual meeting of Shareholders or special meeting
              in lieu thereof at which Trustees are elected, following the date
              hereof;

         (3)  The term of office of the third class shall expire on the date of
              the third annual meeting of Shareholders or special meeting in
              lieu thereof at which Trustees are elected, following the date
              hereof; and

         (4)  Upon expiration of the term of office of each class as set forth
              above, the number of Trustees in such class, as determined by the
              Board of Trustees, shall be elected to succeed the Trustees whose
              terms of office expire for a term expiring on the date of the
              third annual meeting of Shareholders, or special meeting in lieu
              thereof at which Trustees are elected, following such expiration.
              The term of any Trustee standing for re-election who fails to
              receive sufficient votes to be elected to office due to a lack of
              quorum or a failure to receive the required Shareholder vote set
              forth in Section 3.4 shall continue for successive one year terms
              until such Trustee is duly elected, at which time such Trustee
              shall serve the remainder of the term of office for the class to
              which such Trustee was originally elected.

    (c)  Each Trustee elected shall hold office until his or her successor
         shall have been elected at a meeting of Shareholders called for the
         purpose of electing Trustees and shall have qualified, except that:

         (1)  Any Trustee may resign as trustee or may retire by written
              instrument signed by such Trustee and delivered to the other
              Trustees, which shall take effect upon such delivery or upon such
              later date as is specified therein;

         (2)  Any Trustee may be removed at any time, with or without cause, by
              written instrument signed by at least 75% of the number of
              Trustees prior to such removal, specifying the date when such
              removal shall become effective; provided that from the date
              hereof through June 30, 2013, such instrument shall be signed by
              at least eighty percent (80%) of the number of Trustees prior to
              such removal;

         (3)  Any Trustee who has died, become physically or mentally
              incapacitated by reason of disease or otherwise, or is otherwise
              unable to serve, may be retired by written instrument signed by a
              majority of the other Trustees, specifying the date of his
              retirement; and

         (4)  A Trustee shall be retired in accordance with the terms of any
              retirement policy adopted by at least 75% of the Trustees and in
              effect from time to time.

                                      -8-



   Section 3.4 Election, Vacancies and Appointment of Trustees.

    (a)  Except as set forth in Section 3.4(b), Trustees shall be elected by
         the affirmative vote of a majority of the outstanding Shares of the
         Trust present in person or by proxy and entitled to vote at an annual
         meeting of Shareholders (or special meeting in lieu thereof at which
         Trustees are elected) at which a quorum is present.

    (b)  At any time that Preferred Shares are issued and outstanding:

         (1)  Two (2) Trustees shall at all times have been elected by the
              holders of Preferred Shares, voting as a separate class, or in
              the event of a vacancy of a Trustee so elected, appointed by the
              Board for such purpose in accordance with the terms of the
              Governing Instrument; and

         (2)  The two Trustees to be elected solely by the holders of Preferred
              Shares shall be elected by the affirmative vote of a majority of
              the outstanding Preferred Shares present in person or by proxy
              and entitled to vote at an annual meeting of Shareholders (or
              special meeting in lieu thereof at which Trustees are elected) at
              which a quorum is present, voting as a separate class, and the
              remaining Trustees shall be elected by the Common Shares and
              Preferred Shares voting together as provided in Section 3.4(a)
              above.

         (3)  The Preferred Shareholders voting as a separate class shall elect
              at least a majority of the Trustees, and the number of Trustees
              shall be fixed automatically to such increased number that is the
              smallest number that, when added to the two Trustees elected
              exclusively by the holders of Preferred Shares, would constitute
              a majority of the Board of Trustees as so increased, during any
              period that holders of Preferred Shares are entitled to elect a
              majority of the Trustees of the Fund pursuant to the designations
              and powers, preferences and rights, and the qualifications,
              limitations and restrictions of the Preferred Shares as set forth
              by the Trustees in accordance with this Agreement (a "voting
              period"). Upon termination of a Voting Period, the voting rights
              described in this subparagraph 3.4(b)(3) shall cease and the
              terms of the additional Trustees elected pursuant to this
              Section 3.4(b)(3) shall immediately terminate; subject always,
              however, to the revesting of such voting rights upon the further
              occurrence of any of the events described in this subparagraph
              3.4(b)(3).

    (c)  In case of the declination to serve, death, resignation, retirement or
         removal of a Trustee, or a Trustee is otherwise unable to serve, or an
         increase in the size of the Board, a vacancy shall occur. Whenever a
         vacancy in the Board of Trustees shall occur, until such vacancy is
         filled, the other Trustees shall have all the powers hereunder and the
         determination of the other Trustees of such vacancy shall be
         conclusive. In the case of any vacancy, the remaining Trustees may
         fill such vacancy by appointing such other person as they in their
         discretion shall see fit, or may leave such vacancy unfilled or may
         reduce the size of the Board to not less than two (2) Trustees. A
         Trustee appointed to fill any such vacancy shall serve for the
         remainder of the term commensurate with the class to which the

                                      -9-



         person is appointed. Such appointment shall be evidenced by a written
         instrument signed by a majority of the Trustees in office or by
         resolution of the Board of Trustees, duly adopted, which shall be
         recorded in the minutes of a meeting of the Trustees, whereupon the
         appointment shall take effect.

    (d)  An appointment of a Trustee may be made by the Trustees then in office
         in anticipation of a vacancy to occur by reason of retirement,
         resignation, or removal of a Trustee, or an increase in the size of
         the Board effective at a later date, provided that said appointment
         shall become effective only at the time or after the expected vacancy
         occurs.

    (e)  As soon as any Trustee appointed pursuant to this Section 3.4 or
         elected by the Shareholders shall have accepted the Trust and agreed
         in writing to be bound by the terms of the Agreement, the Trust estate
         shall vest in the new Trustee or Trustees, together with the
         continuing Trustees, without any further act or conveyance, and he
         shall be deemed a Trustee hereunder.

   Section 3.5 Temporary Absence of Trustee. Any Trustee may, by power of
attorney, delegate his power for a period not exceeding six months at any one
time to any other Trustee or Trustees, provided that in no case shall less than
two Trustees personally exercise the other powers hereunder except as herein
otherwise expressly provided.

   Section 3.6 Effect of Death, Resignation, etc. of a Trustee. The declination
to serve, death, resignation, retirement, removal, incapacity, or inability of
the Trustees, or any one of them, shall not operate to terminate the Trust or
to revoke any existing agency created pursuant to the terms of this Agreement.

   Section 3.7 Ownership of Assets of the Trust. The assets of the Trust shall
be held separate and apart from any assets now or hereafter held in any
capacity other than as Trustee hereunder by the Trustees or any successor
Trustees. Legal title in all of the assets of the Trust and the right to
conduct any business shall at all times be considered as vested in the Trust,
except that the Trustees may cause legal title to any Trust Property to be held
by or in the name of one or more of the Trustees, or in the name of any Person
as nominee.

   Section 3.8 Legal Standard. The Trustees shall be subject to the same
fiduciary duties to which the directors of a Delaware corporation would be
subject if the Trust were a Delaware corporation, the Shareholders were
shareholders of such Delaware corporation and the Trustees were directors of
such Delaware corporation, and such modified duties shall replace any fiduciary
duties to which the Trustees would otherwise be subject. Without limiting the
generality of the foregoing, all actions and omissions of the Trustees shall be
evaluated under the doctrine commonly referred to as the "business judgment
rule," as defined and developed under Delaware law, to the same extent that the
same actions or omissions of directors of a Delaware corporation in a
substantially similar circumstance would be evaluated under such doctrine.
Notwithstanding the foregoing, the provisions of the Governing Instrument, to
the extent that they modify, restrict or eliminate the duties (including
fiduciary duties), and liabilities relating thereto, of a Trustee otherwise
applicable under the foregoing standard or otherwise existing at law (statutory
or common) or in equity, are agreed by each Shareholder and the Trust to
replace such duties and liabilities of such Trustee under the foregoing
standard or otherwise existing at law (statutory or common) or in equity.

                                     -10-



   Section 3.9 Other Business Interests. The Trustees shall devote to the
affairs of the Trust such time as may be necessary for the proper performance
of their duties hereunder, but neither the Trustees nor the officers,
directors, shareholders, partners or employees of the Trustees, if any, shall
be expected to devote their full time to the performance of such duties. The
Trustees, or any Affiliated Person, shareholder, officer, director, partner or
employee thereof, or any Person owning a legal or beneficial interest therein,
may engage in, or possess an interest in, any business or venture other than
the Trust, of any nature and description, independently or with or for the
account of others. None of the Trust or any Shareholder shall have the right to
participate or share in such other business or venture or any profit or
compensation derived therefrom.

                                  ARTICLE IV
                            POWERS OF THE TRUSTEES

   Section 4.1 Powers. The Trustees in all instances shall act as principals,
and are and shall be free from the control of the Shareholders. The Trustees
shall have full power and authority to do any and all acts and to make and
execute any and all contracts and instruments that they may consider necessary
or appropriate in connection with the management of the Trust.

    (a)  Without limiting the foregoing and subject to any applicable
         limitation in the Governing Instrument or applicable law, the Trustees
         shall have power and authority:

         (1)  To invest and reinvest cash and other property, and to hold cash
              or other property uninvested, without in any event being bound or
              limited by any present or future law or custom in regard to
              investments by Trustees, and to sell, exchange, lend, pledge,
              mortgage, hypothecate, write options on, distribute and otherwise
              deal with and lease any or all of the assets of the Trust;

         (2)  To operate as, and to carry on the business of, an investment
              company, and to exercise all the powers necessary and appropriate
              to the conduct of such operations;

         (3)  To borrow money and in this connection issue notes or other
              evidence of indebtedness; to secure borrowings by mortgaging,
              pledging or otherwise subjecting as security the Trust Property;
              to endorse, guarantee, or undertake the performance of an
              obligation or engagement of any other Person and to lend Trust
              Property;

         (4)  To provide for the distribution of Shares either through a
              principal underwriter in the manner hereafter provided for or by
              the Trust itself, or both, or otherwise pursuant to an
              underwriting agreement of any kind;

         (5)  To adopt Bylaws not inconsistent with this Agreement providing
              for the conduct of the business of the Trust and to amend and
              repeal them all without a vote of the Shareholders; such Bylaws
              shall be deemed incorporated and included in the Governing
              Instrument;

                                     -11-



         (6)  To elect and remove such officers and appoint and terminate such
              agents as they consider appropriate;

         (7)  To employ one or more banks, trust companies or companies that
              are members of a national securities exchange or such other
              domestic or foreign entities as custodians of any assets of the
              Trust subject to any conditions set forth in this Agreement or in
              the Bylaws;

         (8)  To retain one or more transfer agents and shareholder servicing
              agents;

         (9)  To set record dates in the manner provided herein or in the
              Bylaws;

         (10) To delegate such authority as they consider desirable to any
              officers of the Trust and to any investment adviser, manager,
              administrator, custodian, underwriter or other agent or
              independent contractor;

         (11) To sell or exchange any or all of the assets of the Trust,
              subject to the right of Shareholders, if any, to vote on such
              transaction pursuant to Section 6.1;

         (12) To vote or give assent, or exercise any rights of ownership, with
              respect to stock or other securities or property; and to execute
              and deliver proxies and powers of attorney to such person or
              persons as the Trustees shall deem proper, granting to such
              person or persons such power and discretion with relation to
              securities or property as the Trustee shall deem proper;

         (13) To exercise powers and rights of subscription or otherwise that
              in any manner arise out of ownership of securities;

         (14) To hold any security or property in a form not indicating any
              trust, whether in bearer, book entry, unregistered or other
              negotiable form; or either in the name of the Trust or a
              custodian or a nominee or nominees, subject in either case to
              proper safeguards according to the usual practice of Delaware
              statutory trusts or investment companies;

         (15) To consent to or participate in any plan for the reorganization,
              consolidation or merger of any corporation or concern, with
              respect to any security which is held in the Trust; to consent to
              any contract, lease, mortgage, purchase, or sale of property by
              such corporation or concern, and to pay calls or subscriptions
              with respect to any security held in the Trust;

         (16) To compromise, arbitrate, or otherwise adjust claims in favor of
              or against the Trust or any matter in controversy including, but
              not limited to, claims for taxes;

         (17) To declare and pay dividends and make distributions of income and
              of capital gains and capital to Shareholders in the manner
              hereinafter provided;

                                     -12-



         (18) To repurchase Shares from time to time as permitted by applicable
              law, upon such terms and conditions as the Trustees shall
              establish;

         (19) To establish one or more committees or sub-committees, to
              delegate any of the powers of the Trustees to said committees or
              sub-committees and to adopt a written charter for one or more of
              such committees or sub-committees governing its membership,
              duties and operations and any other characteristics as the
              Trustees may deem proper, each of which committees and
              sub-committees may consist of less than the whole number of
              Trustees then in office, and may be empowered to act for and bind
              the Trustees and the Trust as if the acts of such committee or
              sub-committee were the acts of all the Trustees then in office;

         (20) To interpret the investment policies, practices or limitations of
              the Trust;

         (21) To establish a registered office and have a registered agent in
              the State of Delaware;

         (22) To enter into joint ventures, general or limited partnerships,
              limited liability companies, and any other combinations and
              associations; and

         (23) In general, to carry on any other business in connection with or
              incidental to any of the foregoing powers, to do everything
              necessary, suitable or proper for the accomplishment of any
              purpose or the attainment of any object or the furtherance of any
              power hereinbefore set forth, either alone or in association with
              others, and to do every other act or thing incidental or
              appurtenant to or growing out of or connected with the aforesaid
              business or purposes, objects or powers.

    (b)  The foregoing clauses of Section 4.1(a) shall be construed both as
         objects and powers, and the foregoing enumeration of specific powers
         shall not be held to limit or restrict in any manner the general
         powers of the Trustees.

    (c)  Any action by one or more of the Trustees in their capacity as such
         hereunder shall be deemed an action on behalf of the Trust, and not an
         action in an individual capacity.

    (d)  The Trustees shall not be limited to investing in obligations maturing
         before the possible termination of the Trust.

    (e)  No one dealing with the Trustees shall be under any obligation to make
         any inquiry concerning the authority of the Trustees, or to see to the
         application of any payments made or property transferred to the
         Trustees or upon their order.

   Section 4.2 Issuance and Repurchase of Shares. The Trustees shall have the
power to issue, sell, repurchase, redeem, retire, cancel, acquire, hold,
resell, reissue, dispose of, and otherwise deal in Shares and, subject to the
provisions set forth in Articles II and VII hereof, to apply to any such
repurchase, redemption, retirement, cancellation or acquisition of Shares any
funds or property of the Trust with respect to which such Shares are issued.

                                     -13-



   Section 4.3 Action by the Trustees. Except as otherwise set forth herein,
the Board of Trustees or any committee or sub-committee thereof shall act by
majority vote of those present at a meeting duly called as set forth in the
Bylaws at which a quorum required by the Bylaws is present. Any action that may
be taken by the Board of Trustees or any committee or sub-committee thereof by
majority vote at a meeting duly called and at which a quorum required by the
Bylaws is present, may also be taken by written consent of at least
seventy-five percent (75%) of the Trustees or members of the committee or
sub-committee, as the case may be, without a meeting, provided that the writing
or writings are filed with the minutes of proceedings of the Board or committee
or sub-committee. Written consents or waivers of the Trustees may be executed
in one or more counterparts. Any written consent or waiver may be provided and
delivered to the Trust by any means by which notice may be given to a Trustee.
Subject to the requirements of the Governing Instrument and the 1940 Act, the
Trustees by Majority Trustee Vote may delegate to any Trustee or Trustees or
committee or sub-committee of Trustees, officer or officers of the Trust or any
agent of the Trust authority to approve particular matters or take particular
actions on behalf of the Trust; provided that if an action of the Trustees
requires a vote greater than a Majority Trustee Vote, such greater vote shall
be required to delegate such action to any Trustee or Trustees or committee or
sub-committee of Trustees.

   Section 4.4 Principal Transactions. Subject to Article IX, the Trustees may,
on behalf of the Trust, buy any securities from or sell any securities to, or
lend any assets of the Trust to, any Trustee or officer of the Trust or any
firm of which any such Trustee or officer is a member acting as principal, or
have any such dealings with any investment adviser, underwriter, or transfer
agent for the Trust or with any Affiliated Person of such Person; and the Trust
may employ any such Person, or firm or Company in which such Person is an
Affiliated Person, as broker, legal counsel, registrar, investment adviser,
underwriter, administrator, transfer agent, dividend disbursing agent,
custodian, or in any capacity upon customary terms, subject in all cases to
applicable laws, rules, and regulations and orders of regulatory authorities.

   Section 4.5 Payment of Expenses by the Trust. The Trustees are authorized to
pay or cause to be paid out of the principal or income of the Trust, or partly
out of the principal and partly out of income, all expenses, fees, charges,
taxes and liabilities incurred or arising in connection with the Trust, or in
connection with the management thereof, including, but not limited to, the
Trustees' compensation and such expenses and charges for the services of the
Trust's officers, employees, investment adviser and manager, administrator,
principal underwriter, auditors, counsel, custodian, transfer agent,
shareholder servicing agent, and such other agents or independent contractors
and such other expenses and charges as the Trustees may deem necessary or
proper to incur.

   Section 4.6 Trustee Compensation. The Trustees as such shall be entitled to
reasonable compensation from the Trust. They may fix the amount of their
compensation. Nothing herein shall in any way prevent the employment of any
Trustee for advisory, management, administrative, legal, accounting, investment
banking, underwriting, brokerage, or investment dealer or other services and
the payment for the same by the Trust.

   Section 4.7 Independent Trustee. A Trustee who is an "independent trustee,"
as that term is defined in the Delaware Act, shall be deemed to be independent
and disinterested for all purposes when making any determinations or taking any
action as a Trustee.

                                     -14-



                                   ARTICLE V
                 INVESTMENT ADVISER, PRINCIPAL UNDERWRITER AND
                                TRANSFER AGENT

   Section 5.1 Investment Adviser.

    (a)  The Trustees may in their discretion, from time to time, enter into an
         investment advisory or management contract or contracts with respect
         to the Trust whereby the other party or parties to such contract or
         contracts shall undertake to furnish the Trustees with such
         management, investment advisory, statistical and research facilities
         and services and such other facilities and services, if any, and all
         upon such terms and conditions, as the Trustees may in their
         discretion determine.

    (b)  The Trustees may authorize the investment adviser to employ, from time
         to time, one or more sub-advisers to perform such of the acts and
         services of the investment adviser, and upon such terms and
         conditions, as may be agreed upon among the Trustees, the investment
         adviser and sub-adviser. Any references in this Agreement to the
         investment adviser shall be deemed to include such sub-advisers,
         unless the context otherwise requires.

   Section 5.2 Other Service Contracts. The Trustees may authorize the
engagement of a principal underwriter, transfer agent, administrator,
custodian, and any other service providers they deem to be in the best interest
of the Trust.

   Section 5.3 Parties to Contract. Any contract of the character described in
Sections 5.1 and 5.2 may be entered into with any corporation, firm,
partnership, trust, association or other legal entity, although one or more of
the Trustees or officers of the Trust may be an officer, director, trustee,
shareholder, member, employee or agent or hold any other similar office with
respect to such other party to the contract.

   Section 5.4 Miscellaneous. The fact that (i) any of the Shareholders,
Trustees or officers of the Trust is a shareholder, director, officer, partner,
trustee, employee, manager, adviser, principal underwriter or distributor or
agent of or for any company or of or for any parent or affiliate of any
company, with which an advisory or administration contract, or principal
underwriter's or distributor's contract, or transfer, shareholder servicing,
custodian or other agency contract may have been or may hereafter be made, or
that any such company, or any parent or affiliate thereof, is a Shareholder or
has an interest in the Trust, or that (ii) any company with which an advisory
or administration contract or principal underwriter's or distributor's
contract, or transfer, shareholder servicing, custodian, or other agency
contract may have been or may hereafter be made also has an advisory or
administration contract, or principal underwriter's or distributor's contract,
or transfer, shareholder servicing, custodian or other agency contract with one
or more other companies, or has other business or interests shall not affect
the validity of any such contract or disqualify any Shareholder, Trustee or
officer of the Trust from voting upon or executing the same or create any
liability or accountability to the Trust or its Shareholders.

                                     -15-



                                  ARTICLE VI
                    SHAREHOLDERS' VOTING POWERS AND MEETING

   Section 6.1 Voting Powers.

    (a)  The Shareholders shall have power to vote only to:

         (1)  Elect Trustees, provided that a meeting of Shareholders has been
              called for that purpose;

         (2)  Approve transactions described in Section 6.2 and Article IX of
              this Agreement;

         (3)  Approve any amendment to Section 3.3 to declassify the Board, to
              this Article VI or Article IX or, to the extent required by
              Section 6.2, to Section 8.4; and

         (4)  Approve such additional matters as may be required by the 1940
              Act, the Governing Instrument or any stock exchange on which the
              Shares are listed for trading, or as the Trustees, in their sole
              discretion, shall determine.

    (b)  Until Shares are issued, the Trustees may exercise all rights of
         Shareholders and may take any action required or permitted by law, or
         by the Governing Instrument that may be taken by Shareholders.

    (c)  Each whole Share shall be entitled to one vote as to any matter on
         which it is entitled to vote, and each fractional Share shall be
         entitled to a proportionate fractional vote.

    (d)  Except as otherwise provided in the Governing Instrument, on any
         matter submitted to a vote of the Shareholders, all Shares shall be
         voted together as a single class, except when required by applicable
         law, Section 3.4(b) or when the Trustees have determined that the
         matter affects the interests of one or more classes or affects each
         class differently, then the Shareholders of each such affected class
         shall be entitled to vote separately thereon.

    (e)  Shareholders shall not be entitled to cumulative voting in the
         election of Trustees or on any other matter.

    (f)  Except as otherwise provided in the Governing Instrument, an
         affirmative Majority Shareholder Vote shall be required to approve any
         matter requiring a vote of the Shareholders.

    (g)  Only Record Owners shall have the power to cast a vote at a meeting of
         shareholders subject to the voting provisions set forth in the
         Governing Instrument. Beneficial owners of Shares who are not Record
         Owners shall not be entitled to cast a vote at a meeting of
         Shareholders but shall be entitled to provide voting instructions to
         corresponding Record Owners, subject to any limitations imposed by
         applicable law and stock exchanges on which the Shares are listed for
         trading.

                                     -16-



   Section 6.2 Additional Voting Powers and Voting Requirements for Certain
Actions.

    (a)  Notwithstanding any other provision of this Agreement, the
         Shareholders shall have power to vote to approve any amendment to
         Section 8.4 of this Agreement approved by the Board of Trustees that
         would have the effect of reducing the indemnification provided thereby
         to Shareholders or former Shareholders, and any such action shall
         require the affirmative vote or consent of Shareholders owning at
         least seventy-five percent (75%) of the outstanding Shares.

    (b)  Notwithstanding any other provision of this Agreement, any amendment
         to Section 3.3 to declassify the Board or to this Article VI or
         Article IX of this Agreement shall require the affirmative vote or
         consent of the Board of Trustees followed by the affirmative vote or
         consent of Shareholders owning at least seventy-five percent (75%) of
         the outstanding Shares, unless such amendment has been previously
         approved, adopted or authorized by the affirmative vote of at least
         two-thirds (66 2/3%) of the Board of Trustees, in which case an
         affirmative Majority Shareholder Vote shall be required.

    (c)  The voting requirements set forth in this Section 6.2 shall be in
         addition to, and not in lieu of, any vote or consent of the
         Shareholders otherwise required by applicable law (including, without
         limitation, any separate vote by class that may be required by the
         1940 Act) or by the Governing Instrument.

    (d)  Any additional matter not expressly requiring a vote of Shareholders
         on which the Trustees determine the Shareholders shall have power to
         vote shall require the affirmative vote or consent of Shareholders
         owning at least seventy-five percent (75%) of the outstanding Shares,
         unless such matter has been previously approved, adopted or authorized
         by the affirmative vote of at least two-thirds (66 2/3%) of the Board
         of Trustees, in which case an affirmative Majority Shareholder Vote
         shall be required.

                                  ARTICLE VII
                         DISTRIBUTIONS AND REPURCHASES

   Section 7.1 Distributions. The Trustees may from time to time declare and
pay dividends and make other distributions with respect to any Shares or class
thereof, which may be from surplus, income, capital gains or capital or
distributions in kind of the assets of the Trust. Subject to the rights of the
holders of Preferred Shares, if any, the amount of such dividends or
distributions and the payment of them and whether they are in cash or any other
Trust Property shall be wholly in the discretion of the Trustees, although the
Trustees pursuant to Section 4.1(a)(10) may delegate the authority to set
record, declaration, payment and ex-dividend dates, determine the amount of
dividends and distributions and pay such dividends and distributions. Dividends
and other distributions may be paid pursuant to a standing resolution adopted
once or more often as the Trustees determine. The Trustees shall have the power
and authority to amend, correct or change the amount of any declared dividend
or distribution from time to time until such dividend or distribution has been
paid to shareholders. All dividends and other distributions on Shares or a
class thereof shall be distributed pro rata to the Record Owners of such class,
as the case may be, in proportion to the number of Shares or Shares of such
class they held on the record date established for such payment. The Trustees
may adopt and offer to Shareholders such dividend reinvestment plans, cash
distribution payment plans, or similar plans as the Trustees deem appropriate.

                                     -17-



   Section 7.2 Repurchase of Shares With Shareholder Consent.

       (a) Subject to the Governing Instrument, the Trust may repurchase Shares
on the open market or such Shares as are tendered by any Record Owner for
repurchase pursuant to a repurchase offer or tender offer, if any, made by the
Trust periodically or from time to time, upon the presentation by the Record
Owner of a proper instrument of transfer together with a request directed to
the Trust, its transfer agent or other duly authorized agent, that the Trust
repurchase such Shares, or in accordance with such other procedures for
repurchase as the Board of Trustees may from time to time authorize; and the
Trust will pay therefor a price that meets the requirements of Section 23 of
the 1940 Act, and the rules and regulations adopted thereunder, and that is in
accordance with the terms of such repurchase offer, tender offer, the Governing
Instrument and other applicable law.

       (b) The repurchase price may in any case or cases be paid wholly or
partly in kind if the Board of Trustees determines that such payment is
advisable in the interest of the Trust. Subject to the foregoing, the fair
value, selection and quantity of securities or other property of the Trust so
paid or delivered as all or part of the repurchase price shall be determined by
or under authority of the Board of Trustees. Subject to applicable law, the
Trust shall not be liable for any delay of any corporation or other Person in
transferring securities or other property selected for delivery as all or part
of any payment in kind.

   Section 7.3 Repurchase of Shares Without Shareholder Consent. Subject to the
Governing Instrument, the Trust shall have the right at its option and at any
time, subject to the 1940 Act and other applicable law, to repurchase Shares of
any Shareholder at a price that meets the requirements of Section 23 of the
1940 Act, and the rules and regulations adopted thereunder, and that is in
accordance with the terms of the Governing Instrument and other applicable law:
(a) if at such time, such Shareholder owns Shares having an aggregate net asset
value of less than an amount determined from time to time by the Trustees; or
(b) to the extent that such Shareholder owns Shares in an amount less than,
equal to or in excess of a percentage or certain number of the Shares
determined from time to time by the Trustees.

   Section 7.4 Transfer of Shares. Shares shall be transferable in accordance
with the provisions of the Bylaws.

   Section 7.5 Redemptions. Unless otherwise provided in the rights of any
series of Preferred Shares, the Shares of the Trust are not redeemable at the
option of the holders thereof.

                                 ARTICLE VIII
                  LIMITATION OF LIABILITY AND INDEMNIFICATION

   Section 8.1 Limitation of Liability. A Trustee or officer of the Trust, when
acting in such capacity, shall not be personally liable to any person for any
act, omission or obligation of the Trust or any Trustee or officer of the
Trust; provided, however, that nothing contained herein shall protect any
Trustee or officer against any liability to the Trust or to Shareholders to
which the Trustee would otherwise be subject by reason of willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties involved in the
conduct of his or her office with the Trust.

                                     -18-



   Section 8.2 Indemnification of Covered Persons. Every Covered Person shall
be indemnified by the Trust to the fullest extent permitted by the Delaware
Act, the Bylaws and other applicable law.

   Section 8.3 Insurance. To the fullest extent permitted by applicable law,
the Board of Trustees shall have the authority to purchase with Trust Property
insurance for liability and for all expenses reasonably incurred or paid or
expected to be paid by a Covered Person in connection with any proceeding in
which such Covered Person becomes involved by virtue of such Covered Person's
actions, or omissions to act, in its capacity or former capacity with the
Trust, whether or not the Trust would have the power to indemnify such Covered
Person against such liability.

   Section 8.4 Indemnification of Shareholders. In case any Shareholder or
former Shareholder of the Trust shall be held to be personally liable solely by
reason of his being or having been a Shareholder of the Trust and not because
of his acts or omissions or for some other reason, the Shareholder or former
Shareholder (or his heirs, executors, administrators or other legal
representatives, or, in the case of a corporation or other entity, its
corporate or general successor) shall be entitled, out of the Trust's assets,
to be held harmless from and indemnified against all loss and expense arising
from such liability in accordance with the Bylaws and applicable law. The
Trust, on its own behalf, shall upon request by the Shareholder, assume the
defense of any such claim made against the Shareholder for any act or
obligation of the Trust.

   Section 8.5 Indemnification of the Trust. Except to the extent expressly set
forth in the Governing Instrument, each Shareholder will be liable to the Trust
for, and indemnify and hold harmless the Trust (and any subsidiaries or
affiliates thereof) from and against, all costs, expenses, penalties, fines or
other amounts, including without limitation, reasonable attorneys' and other
professional fees, whether third party or internal, arising from any action
against the Trust in which such Shareholder is not the prevailing party, and
shall pay such amounts on demand, together with interest on such amounts, which
interest will accrue at the lesser of the Trust's highest marginal borrowing
rate, per annum compounded, and the maximum amount permitted by law, from the
date such costs or the like are incurred until the receipt of payment. The
Trust is hereby permitted to redeem or repurchase Shares of any Shareholder
liable to the Trust under this Section 8.5 at a value determined by the Board
of Trustees in accordance with the 1940 Act and other applicable law, and to
set off against and retain any distributions otherwise payable to any
Shareholder liable to the Trust under this Section 8.5, in payment of amounts
due hereunder.

                                  ARTICLE IX
                             CERTAIN TRANSACTIONS

   Section 9.1 Vote Required. Notwithstanding any other provision of this
Agreement to the contrary and subject to the exceptions provided in this
Article IX, each of the transactions described in this Article IX shall require
the approval of the Board of Trustees followed by the affirmative vote of the
holders of not less than 75% of the outstanding Shares unless such transaction
has been previously approved by the affirmative vote of at least two-thirds (66
2/3%) of the Board of Trustees, in which case an affirmative Majority
Shareholder Vote shall be required. Such affirmative vote shall be in addition
to the vote or consent of Shareholders otherwise required by law or by the
terms of any class of Preferred Shares, whether now or

                                     -19-



hereafter authorized, or any agreement between the Trust and any national
securities exchange.

   Section 9.2 Dissolution of the Trust or Termination of a Class.

    (a)  The Trust shall have perpetual existence, except that the Trust shall
         be dissolved upon approval by vote of the Board followed by a vote of
         Shareholders as set forth in Section 9.1; provided that if the
         affirmative vote of at least seventy-five percent (75%) of the Board
         approves the dissolution, no vote of Shareholders shall be required to
         dissolve the Trust.

    (b)  Upon dissolution of the Trust, the Trust shall carry on no business
         except for the purpose of winding up its affairs, and all powers of
         the Trustees under this Agreement shall continue until such affairs
         have been wound up. Without limiting the foregoing, the Trustees shall
         (in accordance with Section 3808 of the Delaware Act) have the power
         to:

         (1)  Fulfill or discharge the contracts of the Trust;

         (2)  Collect its assets;

         (3)  Sell, convey, assign, exchange, merge where the Trust is not the
              survivor, transfer or otherwise dispose of all or any part of the
              remaining Trust Property to one or more Persons at public or
              private sale for consideration which may consist in whole or in
              part in cash, securities or other property of any kind;

         (4)  Pay or make reasonable provision (including through the use of a
              liquidating trust) to pay all claims and obligations of the
              Trust, including all contingent, conditional or unmatured claims
              and obligations known to the Trust, and all claims and
              obligations which are known to the Trust, but for which the
              identity of the claimant is unknown, and claims and obligations
              that have not been made known to the Trust or that have not
              arisen but that, based on the facts known to the Trust, are
              likely to arise or to become known to the Trust within 10 years
              after the date of dissolution; and

         (5)  Do all other acts appropriate to liquidate its business.

    (c)  If there are sufficient assets held with respect to the Trust, such
         claims and obligations shall be paid in full and any such provisions
         for payment shall be made in full. If there are insufficient assets
         held with respect to the Trust, such claims and obligations shall be
         paid or provided for according to their priority and, among claims and
         obligations of equal priority, ratably to the extent of assets
         available therefor. Any remaining assets (including, without
         limitation, cash, securities or any combination thereof) held with
         respect to the Trust shall be distributed to the Record Owners of the
         Trust ratably according to the number of Shares of the Trust held of
         record by the several Record Owners on the date for such dissolution
         distribution, subject to any then existing preferential rights of
         Shares.

                                     -20-



    (d)  On completion of distribution of the remaining assets and upon the
         winding up of the Trust in accordance with Section 3808 of the
         Delaware Act and its termination, any one (1) Trustee shall execute,
         and cause to be filed, a certificate of cancellation, with the office
         of the Secretary of State of the State of Delaware in accordance with
         the provisions of Section 3810 of the Delaware Act, whereupon the
         Trust shall terminate and the Trustees and the Trust shall be
         discharged from all further liabilities and duties hereunder with
         respect thereto. The Trustees shall not be personally liable to the
         claimants of the dissolved Trust by reason of the Trustees' actions in
         winding up the Trust's affairs if the Trustees complied with
         Section 3808(e) of the Delaware Act.

    (e)  Each class hereafter created shall have perpetual existence unless
         terminated upon:

         (1)  The vote of the Board of Trustees; or

         (2)  The occurrence of a termination event pursuant to any Board
              resolution establishing and designating such class.

   Section 9.3 Merger or Consolidation; Conversion; Reorganization.

    (a)  Merger or Consolidation.

         (1)  Pursuant to an agreement of merger or consolidation, the Board of
              Trustees may cause the Trust or any of its subsidiaries to merge
              or consolidate with or into one or more statutory trusts or
              "other business entities" (as defined in Section 3801 of the
              Delaware Act) formed or organized or existing under the laws of
              the State of Delaware or any other state of the United States or
              any foreign country or other foreign jurisdiction. Any such
              merger or consolidation shall require approval by vote of the
              Board of Trustees followed by approval of the Shareholders as set
              forth in Section 9.1.

         (2)  By reference to Section 3815(f) of the Delaware Act, any
              agreement of merger or consolidation approved in accordance with
              this Section 9.3(a) may, without a separate Shareholder vote,
              unless required by the 1940 Act or the requirements of any stock
              exchange on which Shares are listed for trading, effect any
              amendment to the Governing Instrument or effect the adoption of a
              new governing instrument if the Trust is the surviving or
              resulting statutory trust in the merger or consolidation, which
              amendment or new governing instrument shall be effective at the
              effective time or date of the merger or consolidation.

         (3)  If the Trust is to be the surviving or resulting statutory trust,
              any one (1) Trustee shall execute, and cause to be filed, a
              certificate of merger or consolidation in accordance with
              Section 3815 of the Delaware Act.

    (b)  Conversion.

         (1)  The Board of Trustees may cause:

                                     -21-



                 (A) The Trust to convert to an "other business entity" (as
              defined in Section 3801 of the Delaware Act) formed or organized
              under the laws of the State of Delaware as permitted pursuant to
              Section 3821 of the Delaware Act;

                 (B) The Shares of the Trust to be converted into beneficial
              interests in another statutory trust; or

                 (C) The Shares to be exchanged under or pursuant to any state
              or federal statute to the extent permitted by law.

         (2)  Any such statutory conversion, Share conversion or Share exchange
              shall require approval by vote of the Board of Trustees followed
              by the approval of the Shareholders of the Trust as set forth in
              Section 9.1.

    (c)  Reorganization.

         (1)  The Board of Trustees may cause the Trust to sell, convey and
              transfer all or substantially all of the assets of the Trust
              ("sale of Trust assets") to another trust, statutory trust,
              partnership, limited partnership, limited liability company,
              corporation or other association organized under the laws of any
              state, or to one or more separate series thereof, in exchange for
              cash, shares or other securities, with such sale, conveyance and
              transfer either (a) being made subject to, or with the assumption
              by the transferee of, the liabilities associated with the Trust,
              or (b) not being made subject to, or not with the assumption of,
              such liabilities.

         (2)  Any such sale, conveyance and transfer shall require approval by
              vote of the Board of Trustees followed by the approval of the
              Shareholders of the Trust as set forth in Section 9.1.

         (3)  Following such sale of Trust assets, the Board of Trustees shall
              distribute such cash, shares or other securities ratably among
              the Record Owners of the Trust (giving due effect to the
              differences among the various classes).

         (4)  If all of the assets of the Trust have been so sold, conveyed and
              transferred, the Trust shall be dissolved.

   Section 9.4 Reclassification of the Trust. The Board of Trustees may cause
the Trust to be converted from a "closed-end company" to an "open-end company"
(as those terms are defined, respectively, in Sections 5(a)(2) and 5(a)(1) of
the 1940 Act). Such reclassification of the Trust shall require approval by
vote of the Board of Trustees followed by the approval of Shareholders as set
forth in Section 9.1.

                                     -22-



   Section 9.5 Principal Shareholder Transactions.

    (a)  Notwithstanding any other provision of this Agreement and subject to
         the exceptions provided in Section 9.5(c), the types of transactions
         described in sub-paragraphs (1) through (3) below shall require
         approval by vote of the Board of Trustees and the Shareholders of the
         Trust as set forth in Section 9.1 when a Principal Shareholder (as
         defined in Section 9.5(b)) is a party to the transaction.

         (1)  The issuance of any securities of the Trust or any of its
              subsidiaries to any Principal Shareholder for cash (other than
              pursuant to any dividend reinvestment plan).

         (2)  The sale, lease or exchange of all or any substantial part of the
              assets of the Trust or any of its subsidiaries to any Principal
              Shareholder (except assets having an aggregate fair market value
              of less than two percent (2%) of the total assets of the Trust or
              any of its subsidiaries, aggregating for the purpose of such
              computation all assets sold, leased or exchanged in any series of
              similar transactions within a twelve-month period).

         (3)  The sale, lease, or exchange to the Trust or any subsidiary
              thereof, in exchange for securities of the Trust or any of its
              subsidiaries, of any assets of any Principal Shareholder (except
              assets having an aggregate fair market value of less than two
              percent (2%) of the total assets of the Trust or any of its
              subsidiaries, aggregating for the purpose of such computation,
              all assets sold, leased or exchanged in any series of similar
              transactions within a twelve-month period).

    (b)  For purposes of this Section 9.5, the term "Principal Shareholder"
         shall mean any Person or group (within the meaning of Rule 13d-5 under
         the Securities Exchange Act of 1934, as amended (the "1934 Act")),
         that is the beneficial owner, directly or indirectly, of five percent
         (5%) or more of the Shares of the Trust and shall include any
         affiliate or associate, as such terms are defined in clause (2) below,
         of a Principal Shareholder, but shall not include the investment
         adviser of the Trust or any affiliated person of the investment
         adviser of the Trust. For the purposes of this Section 9.5, in
         addition to the Shares that a Principal Shareholder beneficially owns
         directly, a Principal Shareholder shall be deemed to be the beneficial
         owner of any Shares (1) which the Principal Shareholder has the right
         to acquire pursuant to any agreement or upon exercise of conversion
         rights or warrants, or otherwise or (2) which are beneficially owned,
         directly or indirectly (including Shares deemed owned through
         application of clause (1) above), by any other Person or group with
         which the Principal Shareholder or its "affiliate" or "associate," as
         those terms are defined in Rule 12b-2, or any successor rule, under
         the 1934 Act, has any agreement, arrangement, or understanding for the
         purpose of acquiring, holding, voting, or disposing of Shares, or
         which is its "affiliate" or "associate" as so defined. For purposes of
         this Section 9.5, calculation of the total Shares of the Trust shall
         not include Shares deemed owned through application of clause
         (1) above.

    (c)  The provisions of this Section 9.5 shall not be applicable to any such
         transaction between the Trust and any entity of which a majority of
         the outstanding shares of

                                     -23-



         all classes and series of a stock normally entitled to vote in
         elections of directors is owned of record and beneficially by the
         Trust and its subsidiaries.

    (d)  The Board of Trustees shall have the power and duty to determine for
         the purposes of this Section 9.5, on the basis of information known to
         the Trust, whether:

         (1)  A Person or group beneficially owns five percent (5%) or more of
              the Shares;

         (2)  A corporation, person or entity is an "affiliate" or "associate"
              (as defined above) of another; and

         (3)  The assets being sold, leased or exchanged by or to the Trust
              have an aggregate fair market value of less than 2% of the total
              assets of the Trust (as defined above).

          Any such determination shall be conclusive and binding for all
          purposes of this Section 9.5 in the absence of manifest error.

   Section 9.6 Absence of Appraisal or Dissenters' Rights. No Shareholder shall
be entitled, as a matter of right, to an appraisal by the Delaware Court of
Chancery or otherwise of the fair value of the Shareholder's Shares or to any
other relief as a dissenting Shareholder in respect of any proposal or action
involving the Trust or any class of Shares.

                                   ARTICLE X
                                 MISCELLANEOUS

   Section 10.1 Trust Not a Partnership; Taxation.

    (a)  It is hereby expressly declared that a trust and not a partnership is
         created hereby. All persons extending credit to, contracting with or
         having any claim against the Trust or the Trustees in their capacity
         as such shall look only to the assets of the Trust for payment under
         such credit, contract or claim; and neither the Shareholders, the
         Trustees, nor the Trust's officers nor any of the agents of the
         Trustees whether past, present or future, shall be personally liable
         therefor.

    (b)  It is intended that the Trust be classified for income tax purposes as
         an association taxable as a corporation, and the Trustees shall do all
         things that they, in their sole discretion, determine are necessary to
         achieve that objective, including (if they so determine), electing
         such classifications on Internal Revenue Form 8832. The Trustees, in
         their sole discretion and without the vote or consent of the
         Shareholders, may amend this Agreement to ensure that this objective
         is achieved.

   Section 10.2 Trustee's Good Faith Action, Expert Advice, No Bond or Surety.
The exercise by the Trustees of their powers and discretion hereunder in good
faith and with reasonable care under the circumstances then prevailing shall be
binding upon everyone interested. Subject to the provisions of Article VIII and
to this Section 10.2, the Trustees shall not be liable for errors of judgment
or mistakes of fact or law. The Trustees may take advice of counsel or other
experts with respect to the meaning and operation of this Agreement, and

                                     -24-



subject to the provisions of Article VIII and this Section 10.2, shall be under
no liability for any act or omission in accordance with such advice or for
failing to follow such advice. The Trustees shall not be required to give any
bond as such, nor any surety if a bond is obtained.

   Section 10.3 Filing of Copies, References, Headings. The original or a copy
of this Agreement or any amendment hereto or any supplemental agreement shall
be kept at the office of the Trust. Headings are placed herein for convenience
of reference only and in case of any conflict, the text of this Agreement,
rather than the headings, shall control. This Agreement may be executed in any
number of counterparts each of which shall be deemed an original.

   Section 10.4 Governing Law.

    (a)  The Trust and the Governing Instrument (including this Agreement) and
         the rights, obligations and remedies of the Trustees and Shareholders
         hereunder, are to be governed by and construed and administered
         according to the Delaware Act, including the provision that gives
         maximum freedom to contract, the other laws of the State of Delaware
         and the applicable provisions of the 1940 Act. Notwithstanding the
         foregoing, the following provisions shall not be applicable to the
         Trust, the Trustees, the Shareholders or the Governing Instrument:

         (1)  The provisions of Section 3533, 3540, 3561 and 3583(a) of Title
              12 of the Delaware Code; or

         (2)  Any provisions of the laws (statutory or common) of the State of
              Delaware (other than the Delaware Act) pertaining to trusts which
              relate to or regulate:

              (A) The filing with any court or governmental body or agency of
              trustee accounts or schedules of trustee fees and charges;

              (B) Affirmative requirements to post bonds for trustees,
              officers, agents or employees of a trust;

              (C) The necessity for obtaining court or other governmental
              approval concerning the acquisition, holding or disposition of
              real or personal property;

              (D) Fees or other sums payable to trustees, officers, agents or
              employees of a trust;

              (E) The allocation of receipts and expenditures to income or
              principal;

              (F) Restrictions or limitations on the permissible nature, amount
              or concentration of trust investments or requirements relating to
              the titling, storage or other manner of holding of trust assets;
              or

              (G) The establishment of fiduciary or other standards or
              responsibilities or limitations on the indemnification, acts or
              powers of trustees or other Persons, which are inconsistent with
              the limitations of

                                     -25-



              liabilities or authorities and powers of the Trustees or officers
              of the Trust set forth or referenced in the Governing Instrument.

    (b)  The Trust shall be of the type commonly called a "statutory trust,"
         and without limiting the provisions hereof, the Trust may exercise all
         powers which are ordinarily exercised by such a trust under Delaware
         law. The Trust specifically reserves the right to exercise any of the
         powers or privileges afforded to trusts or actions that may be engaged
         in by trusts under the Delaware Act, and the absence of a specific
         reference herein to any such power, privilege or action shall not
         imply that the Trust may not exercise such power or privilege or take
         such actions; provided, however, that the exercise of any such power,
         privilege or action shall not otherwise violate applicable law.

   Section 10.5 Amendments. Except as specifically provided in Article VI
hereof or otherwise expressly limited by the Governing Instrument, the Trustees
may, without any Shareholder vote, amend this Agreement by making an amendment
to this Agreement, an agreement supplemental hereto, or an amended and restated
trust instrument. Any such amendment to any Article of this Agreement except to
Section 3.2 to change the minimum or maximum number of trustees, to Section 3.3
to declassify the Board, to Article VI or Article IX, to the extent required by
Section 6.2, to Section 8.4, or to this Section 10.5, having been approved by a
Majority Trustee Vote, shall become effective, unless otherwise provided by
such Trustees (notwithstanding that the section being amended may require a
higher Trustee vote), upon being executed by a duly authorized officer of the
Trust. Any amendment to Section 3.2 to change the minimum or maximum number of
trustees or to this Section 10.5, having been approved by the affirmative vote
of 75% of the Board of Trustees shall become effective upon being executed by a
duly authorized officer of the Trust. For the avoidance of doubt, any
determination of the number of trustees within the minimum and maximum range
may be determined by a majority of the Trustees and the provisions of
Section 3.4(b) to increase the size of the Board are not subject to a Majority
Trustee Vote. Any amendment to Section 3.3 to declassify the Board or to
Article VI or Article IX, or, to the extent required by Section 6.2,
Section 8.4, having been approved by the requisite vote of the Board of
Trustees followed by the requisite vote of the Shareholders as provided in
Section 9.1, shall become effective upon being executed by a duly authorized
officer of the Trust. A certification signed by a duly authorized officer of
the Trust setting forth an amendment to this Agreement and reciting that it was
duly adopted by the Shareholders or by the Trustees as aforesaid, or a copy of
this Agreement, as amended, executed by a majority of the Trustees, or a duly
authorized officer of the Trust, shall be conclusive evidence of such amendment
when lodged among the records of the Trust.

   Section 10.6 Provisions in Conflict with Law. The provisions of this
Agreement are severable, and if the Trustees shall determine, with the advice
of counsel, that any of such provisions is in conflict with applicable law, the
conflicting provision shall be deemed never to have constituted a part of this
Agreement; provided, however, that such determination shall not affect any of
the remaining provisions of this Agreement or render invalid or improper any
action taken or omitted prior to such determination. If any provision of this
Agreement shall be held invalid or unenforceable in any jurisdiction, such
invalidity or unenforceability shall attach only to such provision in such
jurisdiction and shall not in any manner affect such provisions in any other
jurisdiction or any other provision of this Agreement in any jurisdiction.

   Section 10.7 Record Owners' Right to Shareholder List and Other Records.
Except as may be required by Regulation 14A promulgated under the 1934 Act, no
Shareholder shall have

                                     -26-



the right to obtain from the Trust a list of the Trust's Shareholders. Except
as required by the Act or as expressly provided in the Governing Instrument,
Shareholders shall have no right to inspect the records, documents, accounts
and books of the Trust. Any request to inspect the records of the Trust shall
be submitted by the Shareholder to the Trust in writing. Upon receipt of any
such request, the Trustees shall determine whether delivery of records
pertaining to such request is required by the Act or is otherwise necessary or
appropriate, as determined by the Trustees in their sole discretion, and
whether such request complies with the requirements of the Act and, if so,
establish procedures for such inspection. To preserve the integrity of the
records, the Trust may provide certified copies of Trust records rather than
originals. The Trust shall not be required to create records or obtain records
from third parties to satisfy a Shareholder request. The Trust may require a
requesting Shareholder to pay in advance or otherwise indemnify the Trust for
the costs and expenses of such Shareholder's inspection of records. The rights
provided for in this Section 10.7 shall not extend to any Person who is a
Shareholder but not also a Record Owner.

   Section 10.8 Reports. The Trustees shall cause to be prepared at least
annually and more frequently to the extent and in the form required by law,
regulation or any stock exchange on which Shares are listed a report of
operations containing a balance sheet and statement of income and undistributed
income of the Trust prepared in conformity with generally accepted accounting
principles and an opinion of an independent public accountant on such financial
statements. Copies of such reports shall be mailed to all Shareholders within
the time required by the 1940 Act, and in any event within a reasonable period
preceding the meeting of Shareholders. The Trustees shall, in addition, furnish
to the Shareholders at least semi-annually to the extent required by law,
interim reports containing an unaudited balance sheet of the Trust as of the
end of such period and an unaudited statement of income and surplus for the
period from the beginning of the current fiscal year to the end of such period.

   Section 10.9 Use of the Name "Invesco". The Board of Trustees expressly
agrees and acknowledges that the name "Invesco" is the sole property of Invesco
Ltd. ("Invesco"). Invesco has granted to the Trust a non-exclusive license to
use such name as part of the name of the Trust now and in the future. The Board
of Trustees further expressly agrees and acknowledges that the non-exclusive
license granted herein may be terminated by Invesco if the Trust ceases to use
Invesco or one of its Affiliated Persons as investment adviser or to use other
Affiliated Persons or successors of Invesco for such purposes. In such event,
the non-exclusive license may be revoked by Invesco and the Trust shall cease
using the name "Invesco" or any name misleadingly implying a continuing
relationship between the Trust and Invesco or any of its Affiliated Persons, as
part of its name unless otherwise consented to by Invesco or any successor to
its interests in such name.

   The Board of Trustees further understands and agrees that so long as Invesco
and/or any future advisory Affiliated Person of Invesco shall continue to serve
as the Trust's investment adviser, other registered open- or closed-end
investment companies ("funds") and other types of investment vehicles as may be
sponsored or advised by Invesco or its Affiliated Persons shall have the right
permanently to adopt and to use the name "Invesco" in their names and in the
names of any series or class of shares of such funds.

                                     -27-



       IN WITNESS WHEREOF, the undersigned, being all of the Trustees of the
Trust, have executed this instrument as of the date first above mentioned.

/s/ David C. Arch                     /s/ Carl Frischling
----------------------------------    ----------------------------------
David C. Arch                         Carl Frischling

/s/ Frank S. Bayley                   /s/ Prema Mathai-Davis
----------------------------------    ----------------------------------
Frank S. Bayley                       Prema Mathai-Davis

/s/ James T. Bunch                    /s/ Larry Soll
----------------------------------    ----------------------------------
James T. Bunch                        Larry Soll

/s/ Bruce L. Crockett                 /s/ Hugo F. Sonnenschein
----------------------------------    ----------------------------------
Bruce L. Crockett                     Hugo F. Sonnenschein

/s/ Rodney F. Dammeyer                /s/ Raymond Stickel, Jr.
----------------------------------    ----------------------------------
Rodney F. Dammeyer                    Raymond Stickel, Jr.

/s/ Albert R. Dowden                  /s/ Philip A. Taylor
----------------------------------    ----------------------------------
Albert R. Dowden                      Philip A. Taylor

/s/ Jack M. Fields                    /s/ Wayne W. Whalen
----------------------------------    ----------------------------------
Jack M. Fields                        Wayne W. Whalen

/s/ Martin L. Flanagan
----------------------------------
Martin L. Flanagan

                                     -28-



                                                               Sub-Item 77Q1(a)

               BYLAWS OF INVESCO QUALITY MUNICIPAL INCOME TRUST,
                          A DELAWARE STATUTORY TRUST

                        Adopted effective May 21, 2012
               Capitalized terms not specifically defined herein
            shall have the meanings ascribed to them in the Trust's
  Amended and Restated Agreement and Declaration of Trust (the "Agreement").

                                   ARTICLE I
                                    OFFICES

   Section 1. Registered Office. The registered office of Invesco Quality
Municipal Income Trust (the "Trust") shall be at the offices of The Corporation
Trust Company in the County of New Castle, State of Delaware.

   Section 2. Other Offices. The Trust may also have offices at such other
places both within and without the State of Delaware as the Trustees may from
time to time determine or the business of the Trust may require.

                                  ARTICLE II
                                   TRUSTEES

   Section 1. Meetings of the Trustees. The Trustees of the Trust may hold
meetings, both regular and special, either within or without the State of
Delaware. Meetings of the Trustees may be called orally or in writing by or at
the direction of the Chair or his or her designee or by a majority of the
Trustees. Meetings of the Board of Trustees and any committee or sub-committee
thereof may be held in person or by telephonic or other electronic means.

   Section 2. Regular Meetings. Regular meetings of the Board of Trustees shall
be held each year, at such time and place as the Board of Trustees may
determine.

   Section 3. Notice of Meetings. Notice of the time, date, and place of all
meetings of the Board of Trustees and any committee or sub-committee thereof
shall be given to each Trustee, committee member or sub-committee member, as
applicable, (i) by telephone, telex, telegram, facsimile, electronic-mail, or
other electronic mechanism sent to his or her home or business address at least
twenty-four hours in advance of the meeting; (ii) in person at another meeting
of the Board of Trustees or such committee or sub-committee, as applicable; or
(iii) by written notice mailed or sent via overnight courier to his or her home
or business address at least seventy-two hours in advance of the meeting.
Notice need not be given to any Trustee, committee member or sub-committee
member who attends a meeting of the Board of Trustees or any committee or
sub-committee thereof without objecting to the lack of notice or who signs a
waiver of notice either before or after such meeting.

   Section 4. Quorum. At all meetings of the Board of Trustees and any
committee or sub-committee thereof, one-third of the Trustees then in office or
one-third of the committee members or sub-committee members (but in no event
less than two Trustees, committee members or sub-committee members), as
applicable, shall constitute a quorum for the transaction of business. The act
of a majority of the Trustees, committee members or sub-



committee members present at any meeting at which there is a quorum shall be
the act of the Board of Trustees or such committee or sub-committee, as
applicable, except as may be otherwise specifically provided by applicable law
or by the Governing Instrument. If a quorum shall not be present at any meeting
of the Board of Trustees or any committee or sub-committee thereof, the
Trustees, committee members or sub-committee members, as applicable, present
thereat may adjourn such meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.

   Section 5. Designation, Powers, and Names of Committees; Sub-Committees;
Committee Charters.

       (a) Subject to Section 4.3 of the Agreement, the Board of Trustees shall
have at a minimum the following five committees: (1) an Audit Committee; (2) a
Governance Committee; (3) an Investments Committee; (4) a Valuation,
Distribution and Proxy Oversight Committee; and (5) a Compliance Committee.
Each such Committee shall have a written Charter governing its membership,
duties and operations, and the Board shall designate the powers of each such
Committee in its Charter. The Board of Trustees may terminate any such
Committee by an amendment to these Bylaws. The Board of Trustees may, by
resolution passed by a majority of the whole Board, establish one or more
sub-committees of each such Committee, and the membership, duties and
operations of each such sub-committee shall be set forth in the written Charter
of the applicable Committee.

       (b) The Board of Trustees may, by resolution passed by a majority of the
whole Board, designate one or more additional committees, including ad hoc
committees to address specified issues, each of which may, if deemed advisable
by the Board of Trustees, have a written Charter. Each such additional
committee shall consist of two or more of the Trustees of the Trust. The Board
may designate one or more Trustees as alternate members of any such additional
committee, who may replace any absent or disqualified member at any meeting of
such committee. Each such additional committee, to the extent provided in the
resolution and/or in such committee's Charter, if applicable, shall have and
may exercise the powers of the Board of Trustees in the management of the
business and affairs of the Trust; provided, however, that in the absence or
disqualification of any member of such committee or committees, the member or
members thereof present at any meeting and not disqualified from voting,
whether or not such members constitute a quorum, may unanimously appoint
another member of the Board of Trustees to act at the meeting in the place of
any such absent or disqualified member. Such additional committee or committees
shall have such name or names as may be determined from time to time by
resolution adopted by the Board of Trustees and/or as set forth in the written
Charter of such committee or committees, if applicable.

   Section 6. Chair; Vice Chair. The Board of Trustees shall have a Chair, who
shall be a Trustee who is not an "interested person," as such term is defined
in the 1940 Act. The Chair shall be elected by a majority of the Trustees,
including a majority of the Trustees who are not "interested persons," as such
term is defined in the 1940 Act. The Board of Trustees may also have a Vice
Chair, who shall be a Trustee. The Vice Chair shall be elected by a majority of
the Trustees, including a majority of the Trustees who are not "interested
persons," as such term is defined in the 1940 Act. The Chair shall preside at
all meetings of the Shareholders and the Board of Trustees, if the Chair is
present, shall approve the agendas of all meetings of the Shareholders and the
Board of Trustees and shall establish rules for the orderly conduct of meetings
of the Shareholders and the Board of Trustees. The Chair shall have such other
powers and duties as shall be determined by the Board of Trustees, and shall
undertake such other assignments as may be requested by the Board of Trustees.
If the Chair shall not be

                                       2



present, the Vice Chair, if any, shall preside at all meetings of the
Shareholders and the Board of Trustees, if the Vice Chair is present. The Vice
Chair shall have such other powers and duties as shall be determined by the
Chair or the Board of Trustees, and shall undertake such other assignments as
may be requested by the Chair or the Board of Trustees.

                                  ARTICLE III
                                   OFFICERS

   Section 1. Executive Officers. The executive officers shall include a
Principal Executive Officer, a President, one or more Vice Presidents, which
may include one or more Executive Vice Presidents and/or Senior Vice Presidents
(the number thereof to be determined by the Board of Trustees), a Principal
Financial Officer, a Chief Legal Officer, a Chief Compliance Officer, a Senior
Officer, a Treasurer, a Secretary and an Anti-Money Laundering Compliance
Officer. The Board of Trustees may also in its discretion appoint Assistant
Vice Presidents, Assistant Secretaries, Assistant Treasurers, and other
officers, agents and employees, who shall have such authority and perform such
duties as the Board may determine. The Board of Trustees may fill any vacancy
that may occur in any office. Any two offices, except for those of President
and Vice President, may be held by the same person, but no officer shall
execute, acknowledge or verify any instrument on behalf of the Trust in more
than one capacity, if such instrument is required by law or by these Bylaws to
be executed, acknowledged or verified by two or more officers.

   Section 2. Term of Office. Unless otherwise specifically determined by the
Board of Trustees, the officers shall serve at the pleasure of the Board of
Trustees. If the Board of Trustees in its judgment finds that the best
interests of the Trust will be served, the Board of Trustees may remove any
officer of the Trust at any time with or without cause. The Trustees may
delegate this power to the President (without supervision by the Trustees) with
respect to any other officer, except the Senior Officer. Such removal shall be
without prejudice to the contract rights, if any, of the person so removed. Any
officer may resign from office at any time by delivering a written resignation
to the Trustees or the President. Unless otherwise specified therein, such
resignation shall take effect upon delivery.

   Section 3. Principal Executive Officer. The Principal Executive Officer
shall be the chief executive officer of the Trust and shall generally manage
the business and affairs of the Trust. The Principal Executive Officer shall be
responsible for making the certifications required of the Trust's principal
executive officer by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, as
amended, and the rules promulgated thereunder by the Securities and Exchange
Commission (the "Commission").

   Section 4. President; Vice Presidents. The President and one or more Vice
Presidents, which may include one or more Executive Vice Presidents and/or
Senior Vice Presidents, shall have and exercise such powers and duties of the
Principal Executive Officer in the absence or inability to act of the Principal
Executive Officer, as may be assigned to them, respectively, by the Board of
Trustees or, to the extent not so assigned, by the Principal Executive Officer.
In the absence or inability to act of the Principal Executive Officer, the
powers and duties of the Principal Executive Officer not otherwise assigned by
the Board of Trustees or the Principal Executive Officer shall devolve first
upon the President, then upon the Executive Vice Presidents, then upon the
Senior Vice Presidents, and finally upon the Vice Presidents, all in the order
of their election. If both the Chair and the Vice Chair are absent, or if the
Chair is absent and there is no Vice Chair, the President shall, if present,
preside at all meetings of the Shareholders.

                                       3



   Section 5. Principal Financial Officer. The Principal Financial Officer, who
shall also have a title of at least Vice President, shall be the chief
financial officer of the Trust and shall generally manage the financial affairs
of the Trust. The Principal Financial Officer shall be responsible for making
the certifications required of the Trust's principal financial officer by
Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, as amended, and the
rules promulgated thereunder.

   Section 6. Chief Legal Officer. The Chief Legal Officer, who shall also have
a title of at least Senior Vice President, shall generally manage the legal
affairs of the Trust. The Chief Legal Officer shall be responsible for
receiving up-the-ladder reports within the Trust of any evidence of material
violations of securities laws or breaches of fiduciary duty or similar
violations by the Trust, as required by Section 307 of the Sarbanes-Oxley Act
of 2002, as amended, and the rules promulgated thereunder.

   Section 7. Chief Compliance Officer. The Chief Compliance Officer, who shall
also have a title of at least Senior Vice President, shall be responsible for
administering the Trust's policies and procedures adopted pursuant to Rule
38a-1(a)(1) under the 1940 Act.

   Section 8. Senior Officer. The Senior Officer, who shall also have a title
of at least Senior Vice President, shall be employed by or on behalf of the
Trust and shall have such powers and duties as are set forth in such Senior
Officer's Executive Employment Agreement.

   Section 9. Treasurer. The Treasurer shall have the care and custody of the
funds and securities of the Trust and shall deposit the same in the name of the
Trust in such bank or banks or other depositories, subject to withdrawal in
such manner as these Bylaws or the Board of Trustees may determine. The
Treasurer shall, if required by the Board of Trustees, give such bond for the
faithful discharge of duties in such form as the Board of Trustees may require.

   Section 10. Secretary. The Secretary shall (a) have custody of the seal of
the Trust, if any; (b) if requested, attend meetings of the Shareholders, the
Board of Trustees, and any committees or sub-committees of Trustees; (c) keep
or cause to be kept the minutes of all meetings of Shareholders, the Board of
Trustees and any committees or sub-committees thereof; and (d) issue all
notices of the Trust. The Secretary shall have charge of the Shareholder
records and such other books and papers as the Board may direct, and shall
perform such other duties as may be incidental to the office or which are
assigned by the Board of Trustees.

   Section 11. Anti-Money Laundering Compliance Officer. The Anti-Money
Laundering Compliance Officer shall have such powers and duties as are set
forth in the Anti-Money Laundering Program adopted by the Trust pursuant to the
USA PATRIOT Act of 2001 and the rules promulgated thereunder, as such Program
may be amended from time to time.

   Section 12. Assistant Officers. Assistant officers, which may include one or
more Assistant Vice Presidents, Assistant Secretaries and Assistant Treasurers,
shall perform such functions and have such responsibilities as the Board of
Trustees may assign to them or, to the extent not so assigned, by the
President, Vice President(s), Secretary or Treasurer, as applicable.

   Section 13. Surety Bond. The Trustees may require any officer or agent of
the Trust to execute a bond (including, without limitation, any bond required
by the 1940 Act and the rules and regulations of the Commission) to the Trust
in such sum and with such surety or sureties as

                                       4



the Trustees may determine, conditioned upon the faithful performance of his or
her duties to the Trust, including responsibility for negligence and for the
accounting of any of the Trust's property, funds, or securities that may come
into his or her hands.

   Section 14. Authorized Signatories. Unless a specific officer is otherwise
designated in these Bylaws or in a resolution adopted by the Board of Trustees,
the proper officers of the Trust for executing agreements, documents and
instruments other than Internal Revenue Service forms shall be the Principal
Executive Officer, the President, any Vice President, the Principal Financial
Officer, the Chief Legal Officer, the Chief Compliance Officer, the Senior
Officer, the Treasurer, the Secretary, the Anti-Money Laundering Compliance
Officer, any Assistant Vice President, any Assistant Treasurer or any Assistant
Secretary. Unless a specific officer is otherwise designated in these Bylaws or
in a resolution adopted by the Board of Trustees, the proper officers of the
Trust for executing any and all Internal Revenue Service forms shall be the
Principal Executive Officer, the President, any Vice President, the Principal
Financial Officer, the Treasurer, the Secretary, any Assistant Treasurer or any
Assistant Secretary.

                                  ARTICLE IV
                           MEETINGS OF SHAREHOLDERS

   Section 1. Purpose. All meetings of the Shareholders for the election of
Trustees shall be held at such time and place as may be fixed from time to time
by the Trustees, or at such other place either within or without the State of
Delaware as shall be designated from time to time by the Trustees and stated in
the notice indicating that a meeting has been called for such purpose. Meetings
of Shareholders may be held for any other purpose determined by the Trustees
and may be held at such time and place, within or without the State of Delaware
as shall be stated in the notice of the meeting or in a duly executed waiver of
notice thereof. At all meetings of the Shareholders, every Record Owner
entitled to vote on a matter to be voted on by such Shares shall be entitled to
vote on such matter at such meeting either in person or by written proxy signed
by the Record Owner or by his duly authorized attorney in fact. A Record Owner
may duly authorize such attorney in fact through written, electronic,
telephonic, computerized, facsimile, telecommunication, telex or oral
communication or by any other form of communication. Unless a proxy provides
otherwise, such proxy is not valid more than eleven months after its date. A
proxy with respect to shares held in the name of two or more persons shall be
valid if executed by any one of them unless at or prior to exercise of the
proxy the Trust receives a specific written notice to the contrary from any one
of them. A proxy purporting to be executed by or on behalf of a Record Owner
shall be deemed valid unless challenged at or prior to its exercise and the
burden of proving invalidity shall rest on the challenger.

   Section 2. Election of Trustees. All meetings of Shareholders for the
purpose of electing Trustees shall be held on such date and at such time as
shall be designated from time to time by the Trustees and stated in the notice
of the meeting, at which the Shareholders shall elect the number of Trustees as
provided in the Agreement and as the notice for such meeting shall state are to
be elected, and transact such other business as may properly be brought before
the meeting in accordance with Section 1 of this Article IV.

   Section 3. Notice of Meetings. Written notice of any meeting stating (a) the
place, date, and hour of the meeting and (b) the purpose or purposes for which
the meeting is called, shall be given to each Shareholder entitled to vote on a
matter to be voted on by such shares at such meeting not less than ten days
before the date of the meeting in accordance with Article V hereof.

                                       5



   Section 4. Special Meetings. Special meetings of the Shareholders, for any
purpose or purposes, unless otherwise prescribed by applicable law or by the
Agreement, may be called by the Chair or by a majority of the Trustees. For the
avoidance of doubt, Shareholders shall have no power to call special meetings
of Shareholders.

   Section 5. Conduct of Meeting. Business transacted at any meeting of
Shareholders shall be limited to (a) the purpose stated in the notice, (b) such
other matters as are permitted to be presented at the meeting in accordance
with Section 15 of this Article IV, and (c) the adjournment of such meeting in
accordance with Section 14 of this Article IV.

   Section 6. Quorum. A majority of the outstanding Shares entitled to vote at
a Shareholders' meeting, which are present in person or represented by proxy,
shall constitute a quorum at the Shareholders' meeting, except when a larger
quorum is required by applicable law or the requirements of any securities
exchange on which Shares are listed for trading, in which case such quorum
shall comply with such requirements. Quorum shall be determined with respect to
the meeting as a whole regardless of whether particular matters have achieved
the requisite vote for approval, but the presence of a quorum shall not prevent
any adjournment at the meeting pursuant to Section 14 of this Article IV.

   Section 7. Organization of Meetings.

       (a) The meetings of the Shareholders shall be presided over by the
Chair, or if the Chair shall not be present, by the Vice Chair, if any, or if
the Vice Chair shall not be present or if there is no Vice Chair, by the
President, or if the President shall not be present, by a Vice President, or if
no Vice President is present, by a chair appointed for such purpose by the
Board of Trustees or, if not so appointed, by a chair appointed for such
purpose by the officers and Trustees present at the meeting. The Secretary of
the Trust, if present, shall act as Secretary of such meetings, or if the
Secretary is not present, an Assistant Secretary of the Trust shall so act, and
if no Assistant Secretary is present, then a person designated by the Secretary
of the Trust shall so act, and if the Secretary has not designated a person,
then the meeting shall elect a secretary for the meeting.

       (b) The Board of Trustees of the Trust shall be entitled to make such
rules and regulations for the conduct of meetings of Shareholders as it shall
deem necessary, appropriate or convenient. Subject to such rules and
regulations of the Board of Trustees, if any, the chair of the meeting shall
have the right and authority to prescribe such rules, regulations and
procedures and to do all such acts as, in the judgment of such chair, are
necessary, appropriate or convenient for the proper conduct of the meeting,
including, without limitation, establishing: an agenda or order of business for
the meeting; rules and procedures for maintaining order at the meeting and the
safety of those present; limitations on participation in such meeting to
shareholders of record of the Trust and their duly authorized and constituted
proxies, and such other persons as the chairman shall permit; restrictions on
entry to the meeting after the time fixed for the commencement thereof;
limitations on the time allotted to questions or comments by participants; and
regulation of the opening and closing of the polls for balloting on matters
which are to be voted on by ballot. Unless and to the extent otherwise
determined by the Board of Trustees or the chair of the meeting, meetings of
Shareholders shall not be required to be held in accordance with the rules of
parliamentary procedure.

   Section 8. Voting Standard. When a quorum is present at any meeting, the
vote of the Shares as set forth in the Agreement shall decide any question
brought before such meeting, unless a different vote is required by the express
provision of applicable law, the

                                       6



Governing Instrument or applicable contract, in which case such express
provision shall govern and control the decision of such question. Where a
separate vote by classes is required, the preceding sentence shall apply to
such separate votes by classes.

   Section 9. Voting Procedure. Each Record Owner as of the record date
established pursuant to Section 13 of this Article IV shall be entitled to one
vote for each whole Share and a proportionate fractional vote for each
fractional Share owned of record on the record date by such Shareholder.

   Section 10. Action Without Meeting. Unless otherwise provided in the
Agreement or applicable law, any action required to be taken at any meeting of
the Shareholders, or any action which may be taken at any meeting of the
Shareholders, may be taken without a meeting, without prior notice and without
a vote, if a consent in writing, setting forth the action so taken, shall be
signed by the holders of outstanding Shares of a class of Shares having not
less than the minimum number of votes that would be necessary to authorize or
take such action at a meeting at which all Shares of such class entitled to
vote thereon were present and voted. Prompt notice of the taking of any such
action without a meeting by less than unanimous written consent shall be given
to those Shareholders of such class of Shares who have not consented in writing.

   Section 11. Broker Non-Votes. At any meeting of Shareholders, the Trust will
consider broker non-votes, if any, as "entitled to vote, " and therefore
present for purposes of determining whether a quorum is present at the meeting
and the percentage of outstanding Shares present in person or by proxy and
entitled to vote at the meeting.

   Section 12. Abstentions. At any meeting of Shareholders, the Trust will
consider abstentions, if any, as "entitled to vote," and therefore present for
purposes of determining whether a quorum is present at the meeting and the
percentage of outstanding Shares present in person or by proxy and entitled to
vote at the meeting.

   Section 13. Record Date for Shareholder Meetings and Consents. In order that
the Trustees may determine the Record Owners entitled to notice of or to vote
at any meeting of Shareholders or any adjournment thereof, or to express
consent to action in writing without a meeting, the Board of Trustees may fix a
record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board of Trustees, and
which record date shall not be more than ninety nor less than ten days before
the original date upon which the meeting of Shareholders is scheduled. A
determination of Record Owners of record entitled to notice of or to vote at a
meeting of Shareholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Trustees may fix a new record date for the
adjourned meeting so long as notice of the adjournment and the new record and
meeting dates are given to the Shareholders.

   Section 14. Adjournments.

       (a) If (1) a quorum is not present or represented at any meeting of the
Shareholders convened on the date for which it was called, or (2) a quorum is
present at a meeting of Shareholders but sufficient votes to approve a proposal
have not been received, then the affirmative vote of a majority of Shares
present in person or by proxy and entitled to vote at the meeting (even though
not constituting a quorum), or the chair of the meeting in his or her
discretion, shall have power to adjourn the meeting from time to time without
notice other than announcement at the meeting. At such adjourned meeting,
provided a quorum is present,

                                       7



any business may be transacted that might have been transacted at the meeting
as originally notified.

       (b) A meeting of Shareholders may be adjourned from time to time without
further notice to Shareholders to a date not more than 120 days after the
original meeting date. A meeting of Shareholders may not be adjourned for more
than 120 days after the original meeting date without giving the Shareholders
notice of the adjournment and the new meeting date.

       (c) In voting for adjournment, the persons named as proxies may vote
their proxies (including those marked "withhold," "against" or "abstain") in
favor of one or more adjournments of the meeting, or the chair of the meeting
may call an adjournment, provided such Persons determine that such adjournment
is reasonable and in the best interests of Shareholders and the Trust, based on
a consideration of such factors as they may deem relevant.

   Section 15. Advance Notice of Shareholder Nominees for Trustee and Other
Shareholder Proposals.

       (a) The matters to be considered and brought before any annual or
special meeting of Shareholders of the Trust shall be limited to only such
matters, including the nomination and election of Trustees, as shall be brought
properly before such meeting in compliance with the procedures set forth in
this Section.

       (b) For any matter to be properly brought before any annual meeting of
Shareholders, the matter must be:

          (1) Specified in the notice of annual meeting given by or at the
     direction of the Board of Trustees;

          (2) Otherwise brought before the annual meeting by or at the
     direction of the Board of Trustees; or

          (3) Brought before the annual meeting in the manner specified in this
     Section by a Record Owner at the time of the giving of notice provided for
     in this Section, on the record date for such meeting and at the time of
     the meeting, or a Shareholder (a "Nominee Holder") that holds voting
     securities entitled to vote at meetings of Shareholders through a nominee
     or "street name" holder of record and can demonstrate to the Trust such
     indirect ownership and such Nominee Holder's entitlement to vote such
     securities, and is a Nominee Holder at the time of the giving of notice
     provided for in this Section, on the record date for such meeting and at
     the time of the meeting.

       (c) In addition to any other requirements under applicable law and the
Governing Instrument of the Trust, persons nominated by Shareholders for
election as Trustees of the Trust and any other proposals by Shareholders shall
be properly brought before the meeting only if notice of any such matter to be
presented by a Shareholder at such meeting of Shareholders (the "Shareholder
Notice") shall be delivered to the Secretary of the Trust at the principal
executive office of the Trust not less than ninety (90) nor more than one
hundred twenty (120) days prior to the first anniversary date of the annual
meeting for the preceding

                                       8



year. A person may be nominated by a Shareholder for election as a Trustee of
the Trust only by a holder of a class of Shares entitled to vote on the
election of such nominee.

       (d) If and only if the annual meeting is not scheduled to be held within
a period that commences thirty (30) days before such anniversary date and ends
thirty (30) days after such anniversary date (an annual meeting date outside
such period being referred to herein as an "Other Annual Meeting Date"), such
Shareholder Notice shall be given in the manner provided herein by the later of
the close of business on (i) the date ninety (90) days prior to such Other
Annual Meeting Date or (ii) the tenth (10th) day following the date such Other
Annual Meeting Date is first publicly announced or disclosed; provided,
however, that if the Other Annual Meeting Date was disclosed in the proxy
statement for the prior year's annual meeting, than the dates for receipt of
the Shareholder Notice shall be calculated in accordance with Section 15(c)
above based on such Other Annual Meeting Date and disclosed in the proxy
statement for the prior year's annual meeting.

       (e) Notwithstanding anything in these Bylaws to the contrary, in the
event that the number of Trustees to be elected to the Board of Trustees of the
Trust is increased and either all of the nominees for Trustee or the size of
the increased Board of Trustees are not publicly announced or disclosed by the
Trust at least seventy (70) days prior to the first anniversary of the
preceding year's annual meeting, a Shareholder Notice shall also be considered
timely hereunder, but only with respect to nominees for any new positions
created by such increase, if it shall be delivered to the Secretary of the
Trust at the principal executive office of the Trust not later than the close
of business on the tenth (10th) day following the first date all of such
nominees or the size of the increased Board of Trustees shall have been
publicly announced or disclosed.

       (f) Any Shareholder desiring to nominate any person or persons (as the
case may be) for election as a Trustee or Trustees of the Trust shall deliver,
as part of such Shareholder Notice:

          (1) A statement in writing with respect to the person or persons to
     be nominated (a "Proposed Nominee") setting forth:

            (A) The name, age, business address, residence address and
       principal occupation or employment of the Proposed Nominee;

            (B) The number and class of all Shares of the Trust owned of record
       and beneficially by each such Proposed Nominee and the date(s) of
       acquisition of such Shares, together with records evidencing such
       holdings;

            (C) The name of each nominee holder of Shares owned beneficially
       but not of record by such Proposed Nominee, the number and class of such
       Shares held by each such nominee holder and the date(s) of acquisition
       of such Shares, together with records evidencing such holdings;

            (D) The number and class of all Shares (i) which the Proposed
       Nominee has the right to acquire pursuant to any agreement or upon
       exercise of conversion rights or warrants, or otherwise or (ii) which
       are beneficially owned, directly or indirectly (including Shares deemed
       owned through application of clause (i) above), by any other Person or
       group with which the Proposed Nominee or its "affiliate" or "associate,"
       as those terms are defined in Rule 12b-2,

                                       9



       or any successor rule, under the 1934 Act, has any agreement,
       arrangement, or understanding for the purpose of acquiring, holding,
       voting, or disposing of Shares, or which is its "affiliate" or
       "associate" as so defined;

            (E) The information regarding each such Proposed Nominee required
       by paragraph (b) of Item 22 of Rule 14a-101 under the 1934 Act, adopted
       by the Commission (or the corresponding provisions of any regulation or
       rule subsequently adopted by the Commission applicable to the Trust);

            (F) Whether such Shareholder believes any Proposed Nominee will be
       an "interested person" of the Trust (as defined in the 1940 Act), and,
       if not an "interested person", information regarding each Proposed
       Nominee that will be sufficient for the Trust to make such
       determination; and

            (G) A description of any agreement, arrangement or understanding,
       whether written or oral (including any derivative or short positions,
       profit interests, options or similar rights and borrowed or loaned
       shares) that has been entered into as of the date of the Shareholder
       Notice by, or on behalf of, such Proposed Nominee (i) the effect or
       intent of which is to mitigate loss to, manage risk or benefit of share
       price changes for, or increase or decrease the voting power of such
       Proposed Nominee; or (ii) related to such nomination;

            (H) Each such Proposed Nominee's signed consent to serve as a
       Trustee of the Trust if elected; and

            (I) Each Proposed Nominee's written representation that he or she
       is not ineligible under Section 9(a) of the 1940 Act and is not covered
       by, or subject to a proceeding regarding Section 9(b) of the 1940 Act
       and an agreement to complete and execute the Trust's form of trustee
       questionnaire.

          (2) Such other information as is required by Section 15(h) below.

       (g) Any Shareholder who gives a Shareholder Notice of any matter
proposed to be brought before the meeting shall deliver, as part of such
Shareholder Notice:

          (1) The text of the proposal to be presented;

          (2) A brief written statement of the reasons why such Shareholder
     favors the proposal; and

          (3) Any material interest of such Shareholder in the matter proposed
     (other than as a Shareholder).

       (h) Any Shareholder who gives a Shareholder Notice of any matter
proposed to be brought before the meeting or to elect Proposed Nominees shall
deliver, as part of such Shareholder Notice:

          (1) In the case of a Nominee Holder, evidence establishing such
     Nominee Holder's indirect ownership of, and entitlement to vote,
     securities at the meeting of Shareholders;

                                      10



          (2) A representation whether the Shareholder or the beneficial owner,
     if any, intends or is part of a group which intends to solicit proxies
     from Shareholders in support of such proposal or nomination;

          (3) Any other information relating to such Shareholder and such
     beneficial owner that would be required to be disclosed in a proxy
     statement or other filing required to be made in connection with the
     solicitation of proxies by such Person with respect to the proposed
     business to be brought by such Person before the annual meeting pursuant
     to Section 14 of the 1934 Act and the rules and regulations promulgated
     thereunder, whether or not such Person intends to deliver a proxy
     statement or solicit proxies; and

          (4) A statement in writing with respect to the Shareholder and the
     beneficial owner, if any, on whose behalf the proposal is being made
     setting forth:

            (A) The name and address of such Shareholder, as they appear on the
       Trust's books, and of such beneficial owner;

            (B) The number and class of Shares which are owned beneficially and
       of record by such Shareholder and such beneficial owner, and the date(s)
       of acquisition of such shares, together with records evidencing such
       holdings;

            (C) The name of each nominee holder of Shares owned beneficially
       but not of record by such Shareholder and beneficial owner, and the
       number and class of such Shares held by each such nominee holder, and
       the date(s) of acquisition of such shares, together with records
       evidencing such holdings;

            (D) The number and class of all Shares (i) which the Shareholder
       has the right to acquire pursuant to any agreement or upon exercise of
       conversion rights or warrants, or otherwise or (ii) which are
       beneficially owned, directly or indirectly (including Shares deemed
       owned through application of clause (i) above), by any other Person or
       group with which the nominating Shareholder or its "affiliate" or
       "associate," as those terms are defined in Rule 12b-2, or any successor
       rule, under the 1934 Act, has any agreement, arrangement, or
       understanding for the purpose of acquiring, holding, voting, or
       disposing of Shares, or which is its "affiliate" or "associate" as so
       defined; and

            (E) A description of any agreement, arrangement or understanding,
       whether written or oral (including any derivative or short positions,
       profit interests, options or similar rights and borrowed or loaned
       shares) that has been entered into as of the date of the Shareholder
       Notice by, or on behalf of, such Shareholder or such beneficial owners
       (i) the effect or intent of which is to mitigate loss to, manage risk or
       benefit of share price changes for, or increase or decrease the voting
       power of such Shareholder or such beneficial owner; or (ii) related to
       such proposal.

       (i) A Shareholder providing notice of any nomination or other business
proposed to be brought before an annual meeting of Shareholders shall further
update and supplement such notice, if necessary, so that the information
provided or required to be provided in the notice of the annual meeting
delivered pursuant to Section 3 of this Article shall be true and correct as of
the record date for determining the Record Owners entitled to receive notice of
the

                                      11



annual meeting of Shareholders and such update and supplement shall be received
by the Secretary at the principal executive offices of the Trust not later than
five (5) business days before the record date for determining the Shareholders
entitled to receive notice of the annual meeting of Record Owners.

       (j) Notwithstanding the foregoing provisions of this Article, unless
otherwise required by law, if the Shareholder (or a qualified representative of
the Shareholder) does not appear at the annual meeting or special meeting of
Shareholders of the Trust to present a nomination or proposed business, such
nomination shall be disregarded and such proposed business shall not be
transacted, notwithstanding that proxies in respect of such vote may have been
received by the Trust. For purposes of this Article, to be considered a
qualified representative of the Shareholder, a Person must be a duly authorized
officer, manager or partner of such Shareholder or must be authorized by a
writing executed by such Shareholder delivered by such Shareholder to act for
such Shareholder as proxy at the meeting of Shareholders and such Person must
deliver a copy of such writing to the acting secretary at the meeting of
Shareholders.

       (k) As used herein, shares "beneficially owned" shall mean all Shares
which such person is deemed to beneficially own pursuant to Rules 13d-3 and
13d-5 under the 1934 Act.

       (l) Only such matters shall be conducted at a special meeting of
Shareholders as shall have been brought before the meeting pursuant to the
Trust's notice of meeting. Nominations of individuals for election to the Board
of Trustees may be made at a special meeting of Shareholders at which Trustees
are to be elected:

          (1) Pursuant to the Trust's notice of meeting;

          (2) By or at the direction of the Board of Trustees; or

          (3) Provided that the Board of Trustees has determined that Trustees
     shall be elected at such special meeting, by:

            (A) Any Shareholder of the Trust who is a Record Owner of record at
       the time of giving of notice provided for in this Section, at the record
       date for such meeting and at the time of the special meeting, who is
       entitled to vote at the meeting and who complied with the notice
       procedures set forth in this Section; or

            (B) A Nominee Holder that holds voting securities entitled to vote
       at meetings of Shareholders through a nominee or "street name" holder of
       record and can demonstrate to the Trust such indirect ownership and such
       Nominee Holder's entitlement to vote such securities, and is a Nominee
       Holder at the time of giving of notice provided for in this Section, at
       the record date for such meeting and at the time of the special meeting,
       and who is entitled to vote at the meeting and has complied with the
       notice procedures set forth in this Section.

       (m) In the event the Trust calls a special meeting of Shareholders for
the purpose of electing one or more Trustees to the Board of Trustees, any
Record Owner or Nominee Holder, meeting the requirements of Section 15(l)(3)
above, may nominate a person or persons (as the case may be), for election to
such position(s) as specified in the Trust's notice of meeting, if the
appropriate Shareholder Notice shall be delivered to the Secretary of the Trust
at

                                      12



the principal executive office of the Trust not later than the close of
business on the tenth (10th) day following the day on which the date of the
special meeting and of the nominees proposed by the Board of Trustees to be
elected at such meeting is publicly announced or disclosed.

       (n) For purposes of this Section, a matter shall be deemed to have been
"publicly announced or disclosed" if such matter is disclosed in a press
release reported by the Dow Jones News Service, Associated Press or comparable
national news service or in a document publicly filed by the Trust with the
Commission.

       (o) In no event shall the adjournment of an annual or special meeting,
or any announcement thereof, commence a new period for the giving of notice as
provided in this Section.

       (p) This Section shall not apply to Shareholder proposals made pursuant
to Rule 14a-8 under the 1934 Act.

       (q) The chair of any meeting of Shareholders, in addition to making any
other determinations that may be appropriate to the conduct of the meeting,
shall have the power and duty to determine whether notice of nominees and other
matters proposed to be brought before a meeting has been duly given in the
manner provided in this Section and, if not so given, shall direct and declare
at the meeting that such nominees and other matters are out of order and/or
shall not be considered.

                                   ARTICLE V
                                    NOTICES

   Section 1. Methods of Giving Notice. Whenever, under the provisions of
applicable law or of the Governing Instrument, notice is required to be given
to any Trustee or Shareholder, it shall not, unless otherwise provided herein,
be construed to mean personal notice, but such notice may be given orally in
person, or by telephone (promptly confirmed in writing) or in writing, by mail
addressed to such Trustee at his or her last given address or to such
Shareholder at his address as it appears on the records of the Trust, with
postage thereon prepaid, and such notice shall be deemed to be given at the
time when the same shall be deposited in the United States mail. Notice to
Trustees or members of a committee or sub-committee may also be given by telex,
telegram, facsimile, electronic-mail or via overnight courier. If sent by telex
or facsimile, notice to a Trustee or member of a committee or sub-committee
shall be deemed to be given upon transmittal; if sent by telegram, notice to a
Trustee or member of a committee or sub-committee shall be deemed to be given
when the telegram, so addressed, is delivered to the telegraph company; if sent
by electronic-mail, notice to a Trustee or member of a committee or
sub-committee shall be deemed to be given and shall be presumed valid when the
Trust's electronic-mail server reflects the electronic-mail message as having
been sent; and if sent via overnight courier, notice to a Trustee or member of
a committee or sub-committee shall be deemed to be given when delivered against
a receipt therefor.

   Section 2. Written Waiver. Whenever any notice is required to be given under
the provisions of applicable law, or of the Governing Instrument, a waiver
thereof in writing, signed by the person or persons entitled to said notice,
whether before or after the time stated therein, shall be deemed equivalent
thereto.

                                      13



                                  ARTICLE VI
                   UNCERTIFICATED SHARES AND SHARE OWNERSHIP

   Section 1. Uncertificated Shares. Except as otherwise required by applicable
law, the rules of any exchange on which the Trust is listed or the Governing
Instrument, the Trust shall not issue share certificates and no Shareholder
shall have the right to demand or require that a certificate be issued to him,
her or it.

   Section 2. Transfer of Shares. Shares shall be transferable on the records
of the Trust only by the record holder thereof or by its agent thereto duly
authorized in writing, upon delivery to the transfer agent of the Trust of a
duly executed instrument of transfer, together with such evidence of the
genuineness of each such execution and authorization and of other matters
(including compliance with any securities laws and contractual restrictions) as
may reasonably be required. Upon such delivery the transfer shall be recorded
on the applicable register of the Trust. Until such record is made, the
Shareholder shall be deemed to be the holder of such Shares for all purposes
hereof and neither the Trustees nor any transfer agent or registrar nor any
officer, employee or agent of the Trust shall be affected by any notice of the
proposed transfer.

   Section 3. Record Owners Book. The Trust shall keep or cause to be kept a
Shareholder book, which may be maintained by means of computer systems,
containing the names, alphabetically arranged, of all persons who are Record
Owners of the Trust, showing their places of residence, the number and class of
any Shares held by them, respectively, and the dates when they became the
record owners thereof.

   Section 4. Registered Shareholders. The Trust shall be entitled to recognize
the exclusive right of a person registered on its books as the owner of Shares
to receive dividends, and to vote as such owner, and shall not be bound to
recognize any equitable or other claim of interest in such Share or Shares on
the part of any other person, whether or not it shall have express or other
notice hereof.

   Section 5. Record Date for Receiving Dividends and Other Actions. In order
that the Trustees may determine the Record Owners entitled to receive payment
of any dividend or other distribution of allotment of any rights, or entitled
to exercise any rights in respect of any change, conversion or exchange of
Shares or for the purpose of any other lawful action (other than the record
date for meetings of shareholders as set forth in Section 13 of Article IV),
the Board of Trustees may fix a record date, which record date (i) shall be set
forth in the resolution or resolutions authorizing the payment of such dividend
or other lawful action and (ii) shall not precede the date upon which the
resolution fixing the record date is adopted by the Board of Trustees.

                                  ARTICLE VII
                              GENERAL PROVISIONS

   Section 1. Seal. The Trust is not required to have any seal, and the
adoption or use of a seal shall be purely ornamental and be of no legal effect.
The seal, if any, of the Trust may be affixed to any instrument, and the seal
and its attestation may be lithographed, engraved or otherwise printed on any
document with the same force and effect as if it had been imprinted and affixed
manually in the same manner and with the same force and effect as if done by a
Delaware business corporation. The presence or absences of a seal shall have no
effect on the

                                      14



validity, enforceability or binding nature of any document or instrument that
is otherwise duly authorized, executed and delivered.

   Section 2. Severability. The provisions of these Bylaws are severable. If
any provision hereof shall be held invalid or unenforceable in any
jurisdiction, such invalidity or unenforceability shall attach only to such
provision only in such jurisdiction and shall not affect any other provision of
these Bylaws.

   Section 3. Headings. Headings are placed in these Bylaws for convenience of
reference only and in case of any conflict, the text of these Bylaws rather
than the headings shall control.

                                 ARTICLE VIII
                                INDEMNIFICATION

   Section 1. Indemnification.

       (a) To the maximum extent permitted by law, the Trust shall indemnify
any person who was or is a party or is threatened to be made a party to, or is
involved as a witness in, any proceeding (other than a proceeding by or in the
right of the Trust) by reason of the fact that such person is or was a Covered
Person, against expenses, judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such
proceeding.

       (b) To the maximum extent permitted by law, the Trust shall indemnify
any person who was or is a party or is threatened to be made a party to, or is
involved as a witness in, any proceeding by or in the right of the Trust to
procure a judgment in its favor by reason of the fact that such person is or
was a Covered Person, against expenses actually and reasonably incurred by that
person in connection with the investigation, defense or settlement of such
proceeding.

       (c) Notwithstanding any provision to the contrary contained herein, no
Covered Person shall be indemnified for any expenses, judgments, fines, amounts
paid in settlement, or other liability or loss arising by reason of disabling
conduct or for any proceedings by such Covered Person against the Trust. The
termination of any proceeding by conviction, or a plea of NOLO CONTENDERE or
its equivalent, or an entry of an order of probation prior to judgment, creates
a rebuttable presumption that the person engaged in disabling conduct.

       (d) Notwithstanding the foregoing, with respect to any action, suit or
other proceeding voluntarily prosecuted by any indemnitee as plaintiff,
indemnification shall be mandatory only if the prosecution of such action, suit
or other proceeding by such indemnitee (1) was authorized by a majority of the
Trustees or (2) was instituted by the indemnitee to enforce his or her rights
to indemnification hereunder in a case in which the indemnitee is found to be
entitled to such indemnification. The rights to indemnification set forth in
these Bylaws shall continue as to a person who has ceased to be a Trustee or
officer of the Trust and shall inure to the benefit of his or her heirs,
executors and personal and legal representatives. No amendment or restatement
of these Bylaws or repeal of any of its provisions shall limit or eliminate any
of the benefits provided to any person who at any time is or was a trustee or
officer of the Trust or otherwise entitled to indemnification hereunder in
respect of any act or omission that occurred prior to such amendment,
restatement or repeal.

                                      15



   Section 2. Advance Payment of Indemnification Expenses. To the maximum
extent permitted by law, the Trust shall advance to any person who was or is a
party or is threatened to be made a party to, or is involved as a witness in,
any proceeding by reason of the fact that such person is or was a Trustee or
officer of the Trust the expenses actually and reasonably incurred by such
person in connection with the defense of such proceeding in advance of its
final disposition. To the maximum extent permitted by law, the Trust may
advance to any person who was or is a party or is threatened to be made a party
to any proceeding by reason of the fact that such person is or was a Covered
Person (other than a Trustee or officer of the Trust) the expenses actually and
reasonably incurred by such person in connection with the defense of such
proceeding in advance of its final disposition. Notwithstanding any provision
to the contrary contained herein, the Trust shall not advance expenses to any
Covered Person (including a Trustee or officer of the Trust) unless:

       (a) the Trust has received an undertaking by or on behalf of such
Covered Person that the amount of all expenses so advanced will be paid over by
such person to the Trust unless it is ultimately determined that such person is
entitled to indemnification for such expenses; and

       (b) (i) such Covered Person shall have provided appropriate security for
such undertaking; (ii) the Trust shall be insured against losses by reason of
any lawful advance payments; or (iii) either (1) the Trustees, by the vote of a
majority of a quorum of qualifying Trustees (as defined in Section 6 below), or
(2) independent legal counsel in a written opinion, shall have determined,
based upon a review of readily available facts (as opposed to a full trial-type
inquiry), that there is reason to believe that such Covered Person ultimately
will be found entitled to indemnification.

   Section 3. Determination of Entitlement to Indemnification. Any
indemnification required or permitted under this Article VIII (unless ordered
by a court) shall be made by the Trust only as authorized in the specific case
upon a reasonable determination, based upon a review of the facts, that the
Covered Person is entitled to indemnification because (i) he or she is not
liable by reason of disabling conduct, or (ii) in cases where there is no
liability, he or she has not engaged in disabling conduct. Such determination
shall be made by (i) the vote of a majority of a quorum of qualifying Trustees;
or (ii) if there are no such Trustees, or if such Trustees so direct, by
independent legal counsel in a written opinion. Notwithstanding anything to the
contrary in Section 2 of this Article VIII, if a determination that a Covered
Person engaged in disabling conduct is made in accordance with this Section 3,
no further advances of expenses shall be made, and all prior advances, and
insurance premiums paid for by the Trust, if applicable, must be repaid.

   Section 4. Contract Rights. With respect to any person who was or is a party
or is threatened to be made a party to, or is involved as a witness in, any
proceeding by reason of the fact that such person is or was a Covered Person,
the rights to indemnification conferred in Section 1 of this Article VIII, and
with respect to any person who was or is a party or is threatened to be made a
party to, or is involved as a witness in, any proceeding by reason of the fact
that such person is or was a Trustee or officer of the Trust, the advancement
of expenses conferred in Section 2 of this Article VIII shall be contract
rights. Any amendment, repeal, or modification of, or adoption of any provision
inconsistent with, this Article VIII (or any provision hereof) shall not
adversely affect any right to indemnification or advancement of expenses
granted to any such person pursuant hereto with respect to any act or omission
of such person occurring prior to the time of such amendment, repeal,
modification, or adoption (regardless of whether the proceeding relating to
such acts or omissions is commenced before

                                      16



or after the time of such amendment, repeal, modification, or adoption). Any
amendment or modification of, or adoption of any provision inconsistent with,
this Article VIII (or any provision hereof), that has the effect of positively
affecting any right to indemnification or advancement of expenses granted to
any such person pursuant hereto, shall not apply retroactively to any person
who was not serving as a Trustee, officer, employee or agent of the Trust at
the time of such amendment, modification or adoption.

   Section 5. Claims.

       (a) If (X) a claim under Section 1 of this Article VIII with respect to
any right to indemnification is not paid in full by the Trust within sixty days
after a written demand has been received by the Trust or (Y) a claim under
Section 2 of this Article VIII with respect to any right to the advancement of
expenses is not paid in full by the Trust within thirty days after a written
demand has been received by the Trust, then the Covered Person seeking to
enforce a right to indemnification or to an advancement of expenses, as the
case may be, may at any time thereafter bring suit against the Trust to recover
the unpaid amount of the claim.

       (b) If successful in whole or in part in any suit brought pursuant to
Section 5(a) of this Article VIII, or in a suit brought by the Trust to recover
an advancement of expenses (whether pursuant to the terms of an undertaking or
otherwise), the Covered Person seeking to enforce a right to indemnification or
an advancement of expenses hereunder or the Covered Person from whom the Trust
sought to recover an advancement of expenses, as the case may be, shall be
entitled to be paid by the Trust the reasonable expenses (including attorneys'
fees) of prosecuting or defending such suit.

   Section 6. Definitions. For purposes of this Article VIII: (a) references to
"Trust" include any domestic or foreign predecessor entity of this Trust in a
merger, consolidation, or other transaction in which the predecessor's
existence ceased upon consummation of the transaction; (b) the term "disabling
conduct" means willful misfeasance, bad faith, gross negligence, or the
reckless disregard of the duties involved in the conduct of the Covered
Person's office with the Trust; (c) the term "expenses" includes, without
limitations, attorneys' fees; (d) the term "proceeding" means any threatened,
pending, or completed action, suit, or proceeding, whether civil, criminal,
administrative, or investigative; and (e) the term "qualifying Trustee" means
any Trustee who is not an interested person (as defined in the 1940 Act) of the
Trust and is not a party to the proceeding.

                                  ARTICLE IX
                                  AMENDMENTS

   Section 1. Amendments by Trustees. These Bylaws may be altered or repealed
only by the affirmative vote of at least two-thirds (66 2/3%) of the Board of
Trustees, without the vote or approval of the Shareholders, at any regular or
special meeting of the Board of Trustees without prior notice. The Trustees
shall not adopt Bylaws which are in conflict with the Agreement and any
apparent inconsistency shall be construed in favor of the Agreement.

                                      17



                                                               Sub-Item 77Q1(a)

                             CERTIFICATE OF TRUST
                                      OF
                    INVESCO QUALITY MUNICIPAL INCOME TRUST

   This Certificate of Trust of Invesco Quality Municipal Income Trust (the
"Trust"), is being duly executed and filed on behalf of the Trust by the
undersigned, as trustee, to form a statutory trust under the Delaware Statutory
Trust Act (12 Del. C. Section 3801 ET SEQ.) (the "Act").

   1. Name. The name of the trust formed hereby is Invesco Quality Municipal
Income Trust.

   2. Registered Office; Registered Agent. The business address of the Trust's
registered office in the State of Delaware is 1209 Orange Street, Wilmington,
DE 19801, New Castle County. The name of the Trust's registered agent at such
address is The Corporation Trust Company.

   3. Investment Company. The Trust will be a registered investment company
under the Investment Company Act of 1940, as amended.

   4. Effective Date. This Certificate of Trust shall be effective upon filing.

   IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of
Trust in accordance with Section 3811(a)(1) of the Act.

                                          /s/ John M. Zerr
                                          --------------------------------------
                                          Name:   John M. Zerr
                                          Title:  Trustee



                                                                        77Q1(a)

       DECLARATION OF TRUST, dated as of March 27, 2012, by the individual
trustee identified on the signature page hereto (the "Trustee"). The Trustee
hereby agrees as follows:

       1. The trust created hereby (the "Trust") shall be known as "Invesco
Quality Municipal Income Trust" in which name the Trustee may conduct the
business of the Trust, make and execute contracts, and sue and be sued.

       2. The Trustee hereby declares that he will hold the trust estate in
trust for such persons as are or may become entitled to a beneficial interest
in the trust estate. It is the intention of the parties hereto that the Trust
created hereby constitute a statutory trust under Chapter 38 of Title 12 of the
Delaware Code, 12 Del. Code (S) 3801 ET SEQ., and that this document
constitutes the governing instrument of the Trust. The Trustee is hereby
authorized and directed to execute and file a certificate of trust in the
office of the Secretary of State of the State of Delaware. The Trust is hereby
established by the Trustee for the purpose of becoming a registered investment
company under the Investment Company Act of 1940, as amended (the "1940 Act"),
and engaging in such other activities as are necessary, convenient or
incidental thereto.

       3. The Trustee intends to enter into an amended and restated Agreement
and Declaration of Trust and to appoint additional trustees thereunder to
provide for the contemplated operation of the Trust created hereby. Prior to
the execution and delivery of such amended and restated Agreement and
Declaration of Trust, the Trustee shall not have any duty or obligation
hereunder or with respect to the trust estate, except as required by law.

       4. The following persons be, and they hereby are, elected to the offices
listed opposite their names, each to serve (a) until the first meeting of the
Board of Trustees and until his successor shall have been elected and shall
have qualified, (b) until his death or (c) until he shall have resigned or have
been removed by the Trustee:


       Philip A. Taylor         President and Principal Executive Officer

       Sheri Morris             Treasurer and Principal Financial Officer

       John M. Zerr             Secretary and Chief Legal Officer

       5. The Trustee and the officers of the Trust are hereby authorized:
(i) to prepare and file with the Securities and Exchange Commission (the
"Commission") and execute, in each case on behalf of the Trust, (a) a
Registration Statement on Form 8-A (including any pre-effective or
post-effective amendments thereto) relating to the registration of the
securities of the Trust under Section 12(b) of the Securities Exchange Act of
1934, as amended (the "1934 Act"), (b) the Notification of Registration on
Form N-8A relating to the registration of the Trust under the 1940 Act, and
(c) any additional filing, request, report or application or amendment thereto
with the Commission that may be required from time to time under the 1940 Act,
the Securities Act of 1933, as amended (the "1933 Act") or the 1934 Act, and
the rules and regulations promulgated thereunder; (ii) to prepare, execute and
file, in each case on behalf of the Trust, such applications, reports, surety
bonds, irrevocable consents, appointments of attorney for service of process
and other papers and documents as shall be necessary or desirable to register
the securities of the Trust under the securities or "blue sky" laws of such
jurisdictions as the



                                                                        77Q1(a)

Trustee and officers may deem necessary or desirable; (iii) to negotiate the
terms of, and execute on behalf of the Trust, such investment advisory
agreements and other contracts among the Trust and any other persons relating
to the operation of the Trust or the issuance of the securities of the Trust,
satisfactory to each such party and (iv) to make any and all necessary filings
and to take any and all actions, including, without limitation, the execution
and delivery of any and all documents, amendments, certificates or other
instruments, that they, together with and upon the advice of counsel, shall
deem necessary or advisable to conduct the business of the Trust, such
determination to be conclusively evidenced by the taking of such actions and
steps and the execution and delivery of such documents, amendments,
certificates or other instruments.

       6. The number of Trustees initially shall be one (1) and thereafter the
number of Trustees shall be such number as shall be fixed in an amended and
restated Agreement and Declaration of Trust. The sole Trustee may resign upon
acceptance of the trusts by the additional trustees appointed by the sole
Trustee.

       7.(a) The Trustees and the officers of the Trust (the "Fiduciary
Indemnified Persons") shall not be liable, responsible or accountable in
damages or otherwise to the Trust, the Trustees or any holder of the Trust's
securities (the Trust and any holder of the Trust's securities being a "Covered
Person") for any loss, damage or claim incurred by reason of any act or
omission performed or omitted by the Fiduciary Indemnified Persons in good
faith on behalf of the Trust and in a manner the Fiduciary Indemnified Persons
reasonably believed to be within the scope of authority conferred on the
Fiduciary Indemnified Persons by this Declaration of Trust or by law, except
that the Fiduciary Indemnified Persons shall be liable for any such loss,
damage or claim incurred by reason of the Fiduciary Indemnified Person's gross
negligence or willful misconduct with respect to such acts or omissions.

          (b) The Fiduciary Indemnified Persons shall be fully protected in
relying in good faith upon the records of the Trust and upon such information,
opinions, reports or statements presented to the Trust by any person as to
matters the Fiduciary Indemnified Persons reasonably believes are within such
other person's professional or expert competence and who has been selected with
reasonable care by or on behalf of the Trust, including information, opinions,
reports or statements as to the value and amount of the assets, liabilities,
profits, losses, or any other facts pertinent to the trust estate.

       8. The Trust shall, to the fullest extent permitted by applicable law,

          (a) indemnify and hold harmless each Fiduciary Indemnified Person
from and against any loss, damage, liability, tax, penalty, expense or claim of
any kind or nature whatsoever incurred by the Fiduciary Indemnified Persons by
reason of the creation, operation or termination of the Trust in a manner the
Fiduciary Indemnified Persons reasonably believed to be within the scope of
authority conferred on the Fiduciary Indemnified Persons by this Declaration of
Trust, except that no Fiduciary Indemnified Persons shall be entitled to be
indemnified in respect of any loss, damage or claim incurred by the Fiduciary
Indemnified Persons by reason of gross negligence or willful misconduct with
respect to such acts or omissions; and

          (b) advance expenses (including legal fees) incurred by a Fiduciary
Indemnified Person in defending any claim, demand, action, suit or proceeding,
from time to



                                                                        77Q1(a)

time, prior to the final disposition of such claim, demand, action, suit or
proceeding, upon receipt by the Trust of an undertaking by or on behalf of such
Fiduciary Indemnified Persons to repay such amount if it shall be determined
that such Fiduciary Indemnified Person is not entitled to be indemnified as
authorized in the preceding subsection.

       9. The provisions of Section 8 shall survive the resignation or removal
of the Fiduciary Indemnified Persons.

       10. The Trust may terminate without issuing any securities at the
election of the Trustees.

       11. This Declaration of Trust and the rights of the parties hereunder
shall be governed by and interpreted in accordance with the laws of the State
of Delaware and all rights and remedies shall be governed by such laws without
regard to the principles of conflict of laws.

       IN WITNESS WHEREOF, the parties hereto have caused this Declaration of
Trust to be duly executed as of the day and year first above written.

                                                  /s/ John M. Zerr
                                                  ------------------------------
                                                  John M. Zerr

EX-99.77Q1E

                                                               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 Municipal
Income Opportunities Trust, Invesco Securities Trust, Invesco, Invesco Quality
Municipal Income Trust, 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 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, 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 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.

   The Boards of Trustees 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.

   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 the Trusts and Invesco have 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 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 MUNICIPAL INCOME OPPORTUNITIES TRUST
     INVESCO QUALITY MUNICIPAL INCOME TRUST
     INVESCO SECURITIES TRUST
     INVESCO VALUE MUNICIPAL INCOME TRUST
     SHORT-TERM INVESTMENTS TRUST
     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



                         EXHIBIT A TO ADVISORY FEE MOA



AIM EQUITY FUNDS
(INVESCO EQUITY                                                                                     EXPIRATION
FUNDS)                                     WAIVER DESCRIPTION                       EFFECTIVE DATE     DATE
----------------       ------------------------------------------------------------ --------------  -----------
                                                                                           
Invesco Constellation  Invesco will waive advisory fees to the extent necessary so    3/27/2006     07/15/2013
Fund                   that advisory fees Invesco receives do not exceed the
                       annualized rates listed below.
                       0.695% of the first $250M
                       0.615% of the next $4B
                       0.595% of the next $750M
                       0.57% of the next $2.5B
                       0.545% of the next $2.5B
                       0.52% of the excess over $10B





AIM TREASURER'S
SERIES TRUST
(INVESCO TREASURER'S                                                                                 EXPIRATION
SERIES TRUST)                              WAIVER DESCRIPTION                        EFFECTIVE DATE     DATE
--------------------  -------------------------------------------------------------  --------------  -----------
                                                                                            
 Premier Portfolio    Invesco will waive advisory fees in the amount of 0.07% of       2/1/2011      12/31/2013
                      the Fund's average daily net assets
 Premier U.S.         Invesco will waive advisory fees in the amount of 0.07% of       2/1/2011      12/31/2013
 Government Money     the Fund's average daily net assets
 Portfolio




                                  EXHIBIT "B"

          AIM COUNSELOR SERIES TRUST (INVESCO COUNSELOR SERIES TRUST)



PORTFOLIO                                                     EFFECTIVE DATE   COMMITTED UNTIL
---------                                                    ----------------- ---------------
                                                                         
Invesco American Franchise Fund                              February 12, 2010  June 30, 2013
Invesco California Tax-Free Income Fund                      February 12, 2010  June 30, 2013
Invesco Core Plus Bond Fund                                    June 2, 2009     June 30, 2013
Invesco Equally-Weighted S&P 500 Fund                        February 12, 2010  June 30, 2013
Invesco Equity and Income Fund                               February 12, 2010  June 30, 2013
Invesco Floating Rate Fund                                     July 1, 2007     June 30, 2013
Invesco Global Real Estate Income Fund                         July 1, 2007     June 30, 2013
Invesco Growth and Income Fund                               February 12, 2010  June 30, 2013
Invesco Pennsylvania Tax Free Income Fund                    February 12, 2010  June 30, 2013
Invesco S&P 500 Index Fund                                   February 12, 2010  June 30, 2013
Invesco Small Cap Discovery Fund                             February 12, 2010  June 30, 2013
Invesco U.S. Quantitative Core Fund                            July 1, 2007     June 30, 2013


                    AIM EQUITY FUNDS (INVESCO EQUITY FUNDS)



PORTFOLIO                                                    EFFECTIVE DATE COMMITTED UNTIL
---------                                                    -------------- ---------------
                                                                      
Invesco Charter Fund                                         July 1, 2007    June 30, 2013
Invesco Constellation Fund                                   July 1, 2007    June 30, 2013
Invesco Disciplined Equity Fund                              July 14, 2009   June 30, 2013
Invesco Diversified Dividend Fund                            July 1, 2007    June 30, 2013
Invesco Summit Fund                                          July 1, 2007    June 30, 2013


                     AIM FUNDS GROUP (INVESCO FUNDS GROUP)



FUND                                                         EFFECTIVE DATE COMMITTED UNTIL
----                                                         -------------- ---------------
                                                                      
Invesco European Small Company Fund                           July 1, 2007   June 30, 2013
Invesco Global Core Equity Fund                               July 1, 2007   June 30, 2013
Invesco International Small Company Fund                      July 1, 2007   June 30, 2013
Invesco Small Cap Equity Fund                                 July 1, 2007   June 30, 2013


                   AIM GROWTH SERIES (INVESCO GROWTH SERIES)



FUND                                                          EFFECTIVE DATE   COMMITTED UNTIL
----                                                         ----------------- ---------------
                                                                         
Invesco Convertible Securities Fund                          February 12, 2010  June 30, 2013
Invesco Global Quantitative Core Fund                          July 1, 2007     June 30, 2013
Invesco Leaders Fund                                         February 12, 2010  June 30, 2013
Invesco Mid Cap Core Equity Fund                               July 1, 2007     June 30, 2013
Invesco Small Cap Growth Fund                                  July 1, 2007     June 30, 2013
Invesco U.S. Mortgage Fund                                   February 12, 2010  June 30, 2013




      AIM INTERNATIONAL MUTUAL FUNDS (INVESCO INTERNATIONAL MUTUAL FUNDS)



FUND                                                         EFFECTIVE DATE COMMITTED UNTIL
----                                                         -------------- ---------------
                                                                      
Invesco Asia Pacific Growth Fund                              July 1, 2007   June 30, 2013
Invesco European Growth Fund                                  July 1, 2007   June 30, 2013
Invesco Global Growth Fund                                    July 1, 2007   June 30, 2013
Invesco Global Opportunities Fund                            August 3, 2012  June 30, 2013
Invesco Global Small & Mid Cap Growth Fund                    July 1, 2007   June 30, 2013
Invesco International Growth Fund                             July 1, 2007   June 30, 2013
Invesco International Core Equity Fund                        July 1, 2007   June 30, 2013
Invesco Select Opportunities Fund                            August 3, 2012  June 30, 2013


                AIM INVESTMENT FUNDS (INVESCO INVESTMENT FUNDS)



FUND                                                           EFFECTIVE DATE   COMMITTED UNTIL
----                                                         ------------------ ---------------
                                                                          
Invesco Balanced-Risk Allocation Fund*                          May 29, 2009     June 30, 2013
Invesco Balanced-Risk Commodity Strategy Fund**              November 29, 2010   June 30, 2013
Invesco China Fund                                              July 1, 2007     June 30, 2013
Invesco Commodities Strategy Fund***                         February 12, 2010   June 30, 2013
Invesco Developing Markets Fund                                 July 1, 2007     June 30, 2013
Invesco Emerging Markets Equity Fund                            May 11, 2011     June 30, 2013
Invesco Emerging Market Local Currency Debt Fund               June 14, 2010     June 30, 2013
Invesco Endeavor Fund                                           July 1, 2007     June 30, 2013
Invesco Global Health Care Fund                                 July 1, 2007     June 30, 2013
Invesco Global Markets Strategy Fund                         September 25, 2012  June 30, 2013
Invesco International Total Return Fund                         July 1, 2007     June 30, 2013
Invesco Pacific Growth Fund                                  February 12, 2010   June 30, 2013
Invesco Premium Income Fund                                  December 13, 2011   June 30, 2013
Invesco Select Companies Fund                                   July 1, 2007     June 30, 2013


     AIM INVESTMENT SECURITIES FUNDS (INVESCO INVESTMENT SECURITIES FUNDS)



FUND                                                          EFFECTIVE DATE   COMMITTED UNTIL
----                                                         ----------------- ---------------
                                                                         
Invesco Corporate Bond Fund                                  February 12, 2010  June 30, 2013
Invesco Dynamics Fund                                          July 1, 2007     June 30, 2013
Invesco Global Real Estate Fund                                July 1, 2007     June 30, 2013
Invesco High Yield Fund                                        July 1, 2007     June 30, 2013
Invesco High Yield Securities Fund                           February 12, 2010  June 30, 2013
Invesco Limited Maturity Treasury Fund                         July 1, 2007     June 30, 2013
Invesco Money Market Fund                                      July 1, 2007     June 30, 2013
Invesco Municipal Bond Fund                                    July 1, 2007     June 30, 2013
Invesco Real Estate Fund                                       July 1, 2007     June 30, 2013
Invesco Short Term Bond Fund                                   July 1, 2007     June 30, 2013
Invesco U.S. Government Fund                                   July 1, 2007     June 30, 2013


--------
*    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.
**   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.
***  Advisory fees to be waived by Invesco for Invesco Commodities 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 II, Ltd. Invests.



                                                               SUB-ITEM 77Q1(e)

                    AIM SECTOR FUNDS (INVESCO SECTOR FUNDS)



FUND                                                          EFFECTIVE DATE   COMMITTED UNTIL
----                                                         ----------------- ---------------
                                                                         
Invesco American Value Fund                                  February 12, 2010  June 30, 2013
Invesco Comstock Fund                                        February 12, 2010  June 30, 2013
Invesco Energy Fund                                            July 1, 2007     June 30, 2013
Invesco Gold & Precious Metals Fund                            July 1, 2007     June 30, 2013
Invesco Leisure Fund                                           July 1, 2007     June 30, 2013
Invesco Mid Cap Growth Fund                                  February 12, 2010  June 30, 2013
Invesco Small Cap Value Fund                                 February 12, 2010  June 30, 2013
Invesco Technology Fund                                        July 1, 2007     June 30, 2013
Invesco Technology Sector Fund                               February 12, 2010  June 30, 2013
Invesco Utilities Fund                                         July 1, 2007     June 30, 2013
Invesco Value Fund                                           February 12, 2010  June 30, 2013
Invesco Value Opportunities Fund                             February 12, 2010  June 30, 2013


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



FUND                                                          EFFECTIVE DATE   COMMITTED UNTIL
----                                                         ----------------- ---------------
                                                                         
Invesco High Yield Municipal Fund                            February 12, 2010  June 30, 2013
Invesco Intermediate Term Municipal Income Fund              February 12, 2010  June 30, 2013
Invesco Municipal Income Fund                                February 12, 2010  June 30, 2013
Invesco New York Tax Free Income Fund                        February 12, 2010  June 30, 2013
Invesco Tax-Exempt Cash Fund                                   July 1, 2007     June 30, 2013
Invesco Tax-Free Intermediate Fund                             July 1, 2007     June 30, 2013


        AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)



FUND                                                          EFFECTIVE DATE   COMMITTED UNTIL
----                                                         ----------------- ---------------
                                                                         
Invesco V.I. Balanced-Risk Allocation Fund****               December 22, 2010  June 30, 2013
Invesco V.I. Core Equity Fund                                  July 1, 2007     June 30, 2013
Invesco V.I. Diversified Dividend Fund                       February 12, 2010  June 30, 2013
Invesco V.I. Diversified Income Fund                           July 1, 2007     June 30, 2013
Invesco V.I. Equally-Weighted S&P 500 Fund                   February 12, 2010  June 30, 2013
Invesco V.I. Global Core Equity Fund                         February 12, 2010  June 30, 2013
Invesco V.I. Global Health Care Fund                           July 1, 2007     June 30, 2013
Invesco V.I. Global Real Estate Fund                           July 1, 2007     June 30, 2013
Invesco V.I. Government Securities Fund                        July 1, 2007     June 30, 2013
Invesco V.I. High Yield Fund                                   July 1, 2007     June 30, 2013
Invesco V.I. High Yield Securities Fund                      February 12, 2010  June 30, 2013
Invesco V.I. International Growth Fund                         July 1, 2007     June 30, 2013
Invesco V.I. Mid Cap Core Equity Fund                          July 1, 2007     June 30, 2013
Invesco V.I. Money Market Fund                                 July 1, 2007     June 30, 2013
Invesco V.I. S&P 500 Index Fund                              February 12, 2010  June 30, 2013
Invesco V.I. Small Cap Equity Fund                             July 1, 2007     June 30, 2013
Invesco V.I. Technology Fund                                   July 1, 2007     June 30, 2013
Invesco V.I. Utilities Fund                                    July 1, 2007     June 30, 2013
Invesco Van Kampen V.I. American FranchiseFund               February 12, 2010  June 30, 2013
Invesco Van Kampen V.I. American Value Fund                  February 12, 2010  June 30, 2013
Invesco Van Kampen V.I. Comstock Fund                        February 12, 2010  June 30, 2013
Invesco Van Kampen V.I. Equity and Income Fund               February 12, 2010  June 30, 2013
Invesco Van Kampen V.I. Growth and Income Fund               February 12, 2010  June 30, 2013
Invesco Van Kampen V.I. Mid Cap Growth Fund                  February 12, 2010  June 30, 2013
Invesco Van Kampen V.I. Value Opportunities Fund               July 1, 2007     June 30, 2013

--------
**** Advisory fees to be waived by Invesco for Invesco V.I. Balanced-Risk
     Allocation Fund also include an amount equal to advisory fees that Invesco
     receives from any money market fund or similarly pooled cash equivalent
     investment vehicle advised by Invesco and/or Invesco's affiliates in which
     Invesco Cayman Commodity Fund IV, Ltd. invests.



                           INVESCO SECURITIES TRUST



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


                         SHORT-TERM INVESTMENTS TRUST



FUND                                                         EFFECTIVE DATE COMMITTED UNTIL
----                                                         -------------- ---------------
                                                                      
Government TaxAdvantage Portfolio                             July 1, 2007   June 30, 2013
STIC Prime Portfolio                                          July 1, 2007   June 30, 2013
Treasury Portfolio                                            July 1, 2007   June 30, 2013


                               CLOSED-END FUNDS



FUND                                                         EFFECTIVE DATE COMMITTED UNTIL
----                                                         -------------- ---------------
                                                                      
Invesco Municipal Income Opportunities Trust                  June 1, 2010   June 30, 2013
Invesco Quality Municipal Income Trust                        June 1, 2010   June 30, 2013
Invesco Value Municipal Income Trust                          June 1, 2010   June 30, 2013




                                                               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 Municipal Income Opportunities
Trust, Invesco Quality Municipal Income Trust, Invesco Securities Trust,
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 the Trusts and Invesco have 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
after consultation with the Funds' Boards of Trustees. 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 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 MUNICIPAL INCOME OPPORTUNITIES TRUST
     INVESCO QUALITY MUNICIPAL INCOME TRUST
     INVESCO SECURITIES TRUST
     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



                                                         as of February 6, 2013

                         EXHIBIT "A" - RETAIL FUNDS/1/

          AIM COUNSELOR SERIES TRUST (INVESCO COUNSELOR SERIES TRUST)



                                           CONTRACTUAL/  EXPENSE     EFFECTIVE DATE OF     EXPIRATION
FUND                                        VOLUNTARY   LIMITATION     CURRENT LIMIT          DATE
----                                       ------------ ----------   ------------------ -----------------
                                                                            
Invesco American Franchise Fund
   Class A Shares                          Contractual      1.05%       May 23, 2011      June 30, 2013
   Class B Shares                          Contractual      1.22%/2/    May 23, 2011      June 30, 2013
   Class C Shares                          Contractual      1.80%       May 23, 2011      June 30, 2013
   Class R Shares                          Contractual      1.30%       May 23, 2011      June 30, 2013
   Class R5 Shares                         Contractual      0.80%       May 23, 2011      June 30, 2013
   Class R6 Shares                         Contractual      0.80%    September 24, 2012   June 30, 2013
   Class Y Shares                          Contractual      0.80%       May 23, 2011      June 30, 2013

Invesco American Franchise Fund
   Class A Shares                          Contractual      2.00%       July 1, 2013      June 30, 2014
   Class B Shares                          Contractual      2.75%       July 1, 2013      June 30, 2014
   Class C Shares                          Contractual      2.75%       July 1, 2013      June 30, 2014
   Class R Shares                          Contractual      2.25%       July 1, 2013      June 30, 2014
   Class R5 Shares                         Contractual      1.75%       July 1, 2013      June 30, 2014
   Class R6 Shares                         Contractual      1.75%       July 1, 2013      June 30, 2014
   Class Y Shares                          Contractual      1.75%       July 1, 2013      June 30, 2014

Invesco California Tax-Free Income Fund
   Class A Shares                          Contractual      1.50%       July 1, 2012      June 30, 2013
   Class B Shares                          Contractual      2.00%       July 1, 2012      June 30, 2013
   Class C Shares                          Contractual      2.00%       July 1, 2012      June 30, 2013
   Class Y Shares                          Contractual      1.25%       July 1, 2012      June 30, 2013

Invesco Core Plus Bond Fund
   Class A Shares                          Contractual      0.75%       June 6, 2011    December 31, 2013
   Class B Shares                          Contractual      1.50%       June 6, 2011    December 31, 2013
   Class C Shares                          Contractual      1.50%       June 6, 2011    December 31, 2013
   Class R Shares                          Contractual      1.00%       June 6, 2011    December 31, 2013
   Class R5 Shares                         Contractual      0.50%       June 6, 2011    December 31, 2013
   Class R6 Shares                         Contractual      0.50%    September 24, 2012 December 31, 2013
   Class Y Shares                          Contractual      0.50%       June 6, 2011    December 31, 2013

Invesco Equally-Weighted S&P 500 Fund
   Class A Shares                          Contractual      2.00%       July 1, 2012      June 30, 2013
   Class B Shares                          Contractual      2.75%       July 1, 2012      June 30, 2013
   Class C Shares                          Contractual      2.75%       July 1, 2012      June 30, 2013
   Class R Shares                          Contractual      2.25%       July 1, 2012      June 30, 2013
   Class R6 Shares                         Contractual      1.75%    September 24, 2012   June 30, 2013
   Class Y Shares                          Contractual      1.75%       July 1, 2012      June 30, 2013

Invesco Equity and Income Fund
   Class A Shares                          Contractual      1.50%       July 1, 2012      June 30, 2013
   Class B Shares                          Contractual      2.25%       July 1, 2012      June 30, 2013
   Class C Shares                          Contractual      2.25%       July 1, 2012      June 30, 2013
   Class R Shares                          Contractual      1.75%       July 1, 2012      June 30, 2013
   Class R5 Shares                         Contractual      1.25%       July 1, 2012      June 30, 2013
   Class R6 Shares                         Contractual      1.25%    September 24, 2012   June 30, 2013
   Class Y Shares                          Contractual      1.25%       July 1, 2012      June 30, 2013

Invesco Floating Rate Fund
   Class A Shares                          Contractual      1.50%      April 14, 2006     June 30, 2013
   Class C Shares                          Contractual      2.00%      April 14, 2006     June 30, 2013
   Class R Shares                          Contractual      1.75%      April 14, 2006     June 30, 2013
   Class R5 Shares                         Contractual      1.25%      April 14, 2006     June 30, 2013
   Class R6 Shares                         Contractual      1.25%    September 24, 2012   June 30, 2013
   Class Y Shares                          Contractual      1.25%     October 3, 2008     June 30, 2013


See page 15 for footnotes to Exhibit A.

                                       3



                                                         as of February 6, 2013




                                           CONTRACTUAL/  EXPENSE   EFFECTIVE DATE OF   EXPIRATION
FUND                                        VOLUNTARY   LIMITATION   CURRENT LIMIT        DATE
----                                       ------------ ---------- ------------------ -------------
                                                                          
Invesco Global Real Estate Income Fund
   Class A Shares                          Contractual     2.00%      July 1, 2009    June 30, 2013
   Class B Shares                          Contractual     2.75%      July 1, 2009    June 30, 2013
   Class C Shares                          Contractual     2.75%      July 1, 2009    June 30, 2013
   Class R5 Shares                         Contractual     1.75%      July 1, 2009    June 30, 2013
   Class R6 Shares                         Contractual     1.75%   September 24, 2012 June 30, 2013
   Class Y Shares                          Contractual     1.75%      July 1, 2009    June 30, 2013

Invesco Growth and Income Fund
   Class A Shares                          Contractual     2.00%      July 1, 2012    June 30, 2013
   Class B Shares                          Contractual     2.75%      July 1, 2012    June 30, 2013
   Class C Shares                          Contractual     2.75%      July 1, 2012    June 30, 2013
   Class R Shares                          Contractual     2.25%      July 1, 2012    June 30, 2013
   Class R5 Shares                         Contractual     1.75%      July 1, 2012    June 30, 2013
   Class R6 Shares                         Contractual     1.75%   September 24, 2012 June 30, 2013
   Class Y Shares                          Contractual     1.75%      July 1, 2012    June 30, 2013

Invesco Pennsylvania Tax Free Income
  Fund
   Class A Shares                          Contractual     1.50%      July 1, 2012    June 30, 2013
   Class B Shares                          Contractual     2.25%      July 1, 2012    June 30, 2013
   Class C Shares                          Contractual     2.25%      July 1, 2012    June 30, 2013
   Class Y Shares                          Contractual     1.25%      July 1, 2012    June 30, 2013

Invesco S&P 500 Index Fund
   Class A Shares                          Contractual     2.00%      July 1, 2012    June 30, 2013
   Class B Shares                          Contractual     2.75%      July 1, 2012    June 30, 2013
   Class C Shares                          Contractual     2.75%      July 1, 2012    June 30, 2013
   Class Y Shares                          Contractual     1.75%      July 1, 2012    June 30, 2013

Invesco Small Cap Discovery Fund
   Class A Shares                          Contractual     2.00%      July 1, 2012    June 30, 2013
   Class B Shares                          Contractual     2.75%      July 1, 2012    June 30, 2013
   Class C Shares                          Contractual     2.75%      July 1, 2012    June 30, 2013
   Class R5 Shares                         Contractual     1.75%   September 24, 2012 June 30, 2013
   Class R6 Shares                         Contractual     1.75%   September 24, 2012 June 30, 2013
   Class Y Shares                          Contractual     1.75%      July 1, 2012    June 30, 2013

Invesco U.S. Quantitative Core Fund
   Class A Shares                          Contractual     2.00%      July 1, 2012    June 30, 2013
   Class B Shares                          Contractual     2.75%      July 1, 2012    June 30, 2013
   Class C Shares                          Contractual     2.75%      July 1, 2012    June 30, 2013
   Class R Shares                          Contractual     2.25%      July 1, 2012    June 30, 2013
   Class R5 Shares                         Contractual     1.75%      July 1, 2012    June 30, 2013
   Class Y Shares                          Contractual     1.75%      July 1, 2012    June 30, 2013
   Investor Class Shares                   Contractual     2.00%      July 1, 2012    June 30, 2013


                    AIM EQUITY FUNDS (INVESCO EQUITY FUNDS)



                                           CONTRACTUAL/  EXPENSE   EFFECTIVE DATE OF   EXPIRATION
FUND                                        VOLUNTARY   LIMITATION   CURRENT LIMIT        DATE
----                                       ------------ ---------- ------------------ -------------
                                                                          
Invesco Charter Fund
   Class A Shares                          Contractual     2.00%      July 1, 2009    June 30, 2013
   Class B Shares                          Contractual     2.75%      July 1, 2009    June 30, 2013
   Class C Shares                          Contractual     2.75%      July 1, 2009    June 30, 2013
   Class R Shares                          Contractual     2.25%      July 1, 2009    June 30, 2013
   Class R5 Shares                         Contractual     1.75%      July 1, 2009    June 30, 2013
   Class R6 Shares                         Contractual     1.75%   September 24, 2012 June 30, 2013
   Class S Shares                          Contractual     1.90%   September 25, 2009 June 30, 2013
   Class Y Shares                          Contractual     1.75%      July 1, 2009    June 30, 2013


See page 15 for footnotes to Exhibit A.

                                       4



                                                         as of February 6, 2013




                                           CONTRACTUAL/  EXPENSE   EFFECTIVE DATE OF   EXPIRATION
FUND                                        VOLUNTARY   LIMITATION   CURRENT LIMIT        DATE
----                                       ------------ ---------- ------------------ -------------
                                                                          
Invesco Constellation Fund
   Class A Shares                          Contractual     2.00%      July 1, 2009    June 30, 2013
   Class B Shares                          Contractual     2.75%      July 1, 2009    June 30, 2013
   Class C Shares                          Contractual     2.75%      July 1, 2009    June 30, 2013
   Class R Shares                          Contractual     2.25%      July 1, 2009    June 30, 2013
   Class R5 Shares                         Contractual     1.75%      July 1, 2009    June 30, 2013
   Class Y Shares                          Contractual     1.75%      July 1, 2009    June 30, 2013

Invesco Disciplined Equity Fund
   Class Y Shares                          Contractual     1.75%     July 14, 2009    June 30, 2013

Invesco Diversified Dividend Fund
   Class A Shares                          Contractual     0.95%     July 18, 2011    June 30, 2013
   Class B Shares                          Contractual     1.70%     July 18, 2011    June 30, 2013
   Class C Shares                          Contractual     1.70%     July 18, 2011    June 30, 2013
   Class R Shares                          Contractual     1.20%     July 18, 2011    June 30, 2013
   Class R5 Shares                         Contractual     0.70%     July 18, 2011    June 30, 2013
   Class R6 Shares                         Contractual     0.70%   September 24, 2012 June 30, 2013
   Class Y Shares                          Contractual     0.70%     July 18, 2011    June 30, 2013
   Investor Class Shares                   Contractual     0.95%     July 18, 2011    June 30, 2013

Invesco Diversified Dividend Fund
   Class A Shares                          Contractual     2.00%      July 1, 2013    June 30, 2014
   Class B Shares                          Contractual     2.75%      July 1, 2013    June 30, 2014
   Class C Shares                          Contractual     2.75%      July 1, 2013    June 30, 2014
   Class R Shares                          Contractual     2.25%      July 1, 2013    June 30, 2014
   Class R5 Shares                         Contractual     1.75%      July 1, 2013    June 30, 2014
   Class R6 Shares                         Contractual     1.75%      July 1, 2013    June 30, 2014
   Class Y Shares                          Contractual     1.75%      July 1, 2013    June 30, 2014
   Investor Class Shares                   Contractual     2.00%      July 1, 2013    June 30, 2014

Invesco Summit Fund
   Class A Shares                          Contractual     2.00%      July 1, 2009    June 30, 2013
   Class B Shares                          Contractual     2.75%      July 1, 2009    June 30, 2013
   Class C Shares                          Contractual     2.75%      July 1, 2009    June 30, 2013
   Class P Shares                          Contractual     1.85%      July 1, 2009    June 30, 2013
   Class R5 Shares                         Contractual     1.75%      July 1, 2009    June 30, 2013
   Class S Shares                          Contractual     1.90%   September 25, 2009 June 30, 2013
   Class Y Shares                          Contractual     1.75%      July 1, 2009    June 30, 2013


                     AIM FUNDS GROUP (INVESCO FUNDS GROUP)



                                           CONTRACTUAL/  EXPENSE     EFFECTIVE DATE OF  EXPIRATION
FUND                                        VOLUNTARY   LIMITATION     CURRENT LIMIT       DATE
----                                       ------------ ----------   ----------------- -------------
                                                                           
Invesco European Small Company Fund
   Class A Shares                          Contractual      2.25%      July 1, 2009    June 30, 2013
   Class B Shares                          Contractual      3.00%      July 1, 2009    June 30, 2013
   Class C Shares                          Contractual      3.00%      July 1, 2009    June 30, 2013
   Class Y Shares                          Contractual      2.00%      July 1, 2009    June 30, 2013

Invesco Global Core Equity Fund
   Class A Shares                          Contractual      1.25%      May 23, 2011    June 30, 2013
   Class B Shares                          Contractual      1.52%/2/   May 23, 2011    June 30, 2013
   Class C Shares                          Contractual      2.00%      May 23, 2011    June 30, 2013
   Class R Shares                          Contractual      1.50%      May 23, 2011    June 30, 2013
   Class R5 Shares                         Contractual      1.00%      May 23, 2011    June 30, 2013
   Class Y Shares                          Contractual      1.00%      May 23, 2011    June 30, 2013

Invesco Global Core Equity Fund
   Class A Shares                          Contractual      2.25%      July 1, 2013    June 30, 2014
   Class B Shares                          Contractual      3.00%      July 1, 2013    June 30, 2014
   Class C Shares                          Contractual      3.00%      July 1, 2013    June 30, 2014
   Class R Shares                          Contractual      2.50%      July 1, 2013    June 30, 2014
   Class R5 Shares                         Contractual      2.00%      July 1, 2013    June 30, 2014
   Class Y Shares                          Contractual      2.00%      July 1, 2013    June 30, 2014


See page 15 for footnotes to Exhibit A.

                                       5



                                                         as of February 6, 2013




                                           CONTRACTUAL/  EXPENSE   EFFECTIVE DATE OF   EXPIRATION
FUND                                        VOLUNTARY   LIMITATION   CURRENT LIMIT        DATE
----                                       ------------ ---------- ------------------ -------------
                                                                          
Invesco International Small Company Fund
   Class A Shares                          Contractual     2.25%      July 1, 2009    June 30, 2013
   Class B Shares                          Contractual     3.00%      July 1, 2009    June 30, 2013
   Class C Shares                          Contractual     3.00%      July 1, 2009    June 30, 2013
   Class R5 Shares                         Contractual     2.00%      July 1, 2009    June 30, 2013
   Class R6 Shares                         Contractual     2.00%   September 24, 2012 June 30, 2013
   Class Y Shares                          Contractual     2.00%      July 1, 2009    June 30, 2013

Invesco Small Cap Equity Fund
   Class A Shares                          Contractual     2.00%      July 1, 2009    June 30, 2013
   Class B Shares                          Contractual     2.75%      July 1, 2009    June 30, 2013
   Class C Shares                          Contractual     2.75%      July 1, 2009    June 30, 2013
   Class R Shares                          Contractual     2.25%      July 1, 2009    June 30, 2013
   Class R5 Shares                         Contractual     1.75%      July 1, 2009    June 30, 2013
   Class R6 Shares                         Contractual     1.75%   September 24, 2012 June 30, 2013
   Class Y Shares                          Contractual     1.75%      July 1, 2009    June 30, 2013


                   AIM GROWTH SERIES (INVESCO GROWTH SERIES)



                                           CONTRACTUAL/  EXPENSE   EFFECTIVE DATE OF    EXPIRATION
FUND                                        VOLUNTARY   LIMITATION   CURRENT LIMIT         DATE
----                                       ------------ ---------- ------------------ --------------
                                                                          
Invesco Balanced-Risk Retirement 2020
  Fund
   Class A Shares                          Contractual     0.25%    November 4, 2009  April 30, 2014
   Class AX Shares                         Contractual     0.25%   February 12, 2010  April 30, 2014
   Class B Shares                          Contractual     1.00%    November 4, 2009  April 30, 2014
   Class C Shares                          Contractual     1.00%    November 4, 2009  April 30, 2014
   Class CX Shares                         Contractual     1.00%   February 12, 2010  April 30, 2014
   Class R Shares                          Contractual     0.50%    November 4, 2009  April 30, 2014
   Class R5 Shares                         Contractual     0.00%    November 4, 2009  April 30, 2014
   Class R6 Shares                         Contractual     0.00%   September 24, 2012 April 30, 2014
   Class RX Shares                         Contractual     0.50%   February 12, 2010  April 30, 2014
   Class Y Shares                          Contractual     0.00%    November 4, 2009  April 30, 2014

Invesco Balanced-Risk Retirement 2030
  Fund
   Class A Shares                          Contractual     0.25%    November 4, 2009  April 30, 2014
   Class AX Shares                         Contractual     0.25%   February 12, 2010  April 30, 2014
   Class B Shares                          Contractual     1.00%    November 4, 2009  April 30, 2014
   Class C Shares                          Contractual     1.00%    November 4, 2009  April 30, 2014
   Class CX Shares                         Contractual     1.00%   February 12, 2010  April 30, 2014
   Class R Shares                          Contractual     0.50%    November 4, 2009  April 30, 2014
   Class R5 Shares                         Contractual     0.00%    November 4, 2009  April 30, 2014
   Class R6 Shares                         Contractual     0.00%   September 24, 2012 April 30, 2014
   Class RX Shares                         Contractual     0.50%   February 12, 2010  April 30, 2014
   Class Y Shares                          Contractual     0.00%    November 4, 2009  April 30, 2014

Invesco Balanced-Risk Retirement 2040
  Fund
   Class A Shares                          Contractual     0.25%    November 4, 2009  April 30, 2014
   Class AX Shares                         Contractual     0.25%   February 12, 2010  April 30, 2014
   Class B Shares                          Contractual     1.00%    November 4, 2009  April 30, 2014
   Class C Shares                          Contractual     1.00%    November 4, 2009  April 30, 2014
   Class CX Shares                         Contractual     1.00%   February 12, 2010  April 30, 2014
   Class R Shares                          Contractual     0.50%    November 4, 2009  April 30, 2014
   Class R5 Shares                         Contractual     0.00%    November 4, 2009  April 30, 2014
   Class R6 Shares                         Contractual     0.00%   September 24, 2012 April 30, 2014
   Class RX Shares                         Contractual     0.50%   February 12, 2010  April 30, 2014
   Class Y Shares                          Contractual     0.00%    November 4, 2009  April 30, 2014


See page 15 for footnotes to Exhibit A.

                                       6



                                                         as of February 6, 2013




                                           CONTRACTUAL/  EXPENSE   EFFECTIVE DATE OF    EXPIRATION
FUND                                        VOLUNTARY   LIMITATION   CURRENT LIMIT         DATE
----                                       ------------ ---------- ------------------ --------------
                                                                          
Invesco Balanced-Risk Retirement 2050
  Fund
   Class A Shares                          Contractual     0.25%    November 4, 2009  April 30, 2014
   Class AX Shares                         Contractual     0.25%   February 12, 2010  April 30, 2014
   Class B Shares                          Contractual     1.00%    November 4, 2009  April 30, 2014
   Class C Shares                          Contractual     1.00%    November 4, 2009  April 30, 2014
   Class CX Shares                         Contractual     1.00%   February 12, 2010  April 30, 2014
   Class R Shares                          Contractual     0.50%    November 4, 2009  April 30, 2014
   Class R5 Shares                         Contractual     0.00%    November 4, 2009  April 30, 2014
   Class R6 Shares                         Contractual     0.00%   September 24, 2012 April 30, 2014
   Class RX Shares                         Contractual     0.50%   February 12, 2010  April 30, 2014
   Class Y Shares                          Contractual     0.00%    November 4, 2009  April 30, 2014

Invesco Balanced-Risk Retirement Now
  Fund
   Class A Shares                          Contractual     0.25%    November 4, 2009  April 30, 2014
   Class AX Shares                         Contractual     0.25%   February 12, 2010  April 30, 2014
   Class B Shares                          Contractual     1.00%    November 4, 2009  April 30, 2014
   Class C Shares                          Contractual     1.00%    November 4, 2009  April 30, 2014
   Class CX Shares                         Contractual     1.00%   February 12, 2010  April 30, 2014
   Class R Shares                          Contractual     0.50%    November 4, 2009  April 30, 2014
   Class R5 Shares                         Contractual     0.00%    November 4, 2009  April 30, 2014
   Class R6 Shares                         Contractual     0.00%   September 24, 2012 April 30, 2014
   Class RX Shares                         Contractual     0.50%   February 12, 2010  April 30, 2014
   Class Y Shares                          Contractual     0.00%    November 4, 2009  April 30, 2014

Invesco Conservative Allocation Fund
   Class A Shares                          Contractual     1.50%      July 1, 2012    June 30, 2013
   Class B Shares                          Contractual     2.25%      July 1, 2012    June 30, 2013
   Class C Shares                          Contractual     2.25%      July 1, 2012    June 30, 2013
   Class R Shares                          Contractual     1.75%      July 1, 2012    June 30, 2013
   Class R5 Shares                         Contractual     1.25%      July 1, 2012    June 30, 2013
   Class S Shares                          Contractual     1.40%      July 1, 2012    June 30, 2013
   Class Y Shares                          Contractual     1.25%      July 1, 2012    June 30, 2013

Invesco Convertible Securities Fund
   Class A Shares                          Contractual     1.50%      July 1, 2012    June 30, 2013
   Class B Shares                          Contractual     2.25%      July 1, 2012    June 30, 2013
   Class C Shares                          Contractual     2.25%      July 1, 2012    June 30, 2013
   Class R5 Shares                         Contractual     1.25%      July 1, 2012    June 30, 2013
   Class R6 Shares                         Contractual     1.25%   September 24, 2012 June 30, 2013
   Class Y Shares                          Contractual     1.25%      July 1, 2012    June 30, 2013

Invesco Global Quantitative Core Fund
   Class A Shares                          Contractual     2.25%      July 1, 2009    June 30, 2013
   Class B Shares                          Contractual     3.00%      July 1, 2009    June 30, 2013
   Class C Shares                          Contractual     3.00%      July 1, 2009    June 30, 2013
   Class R Shares                          Contractual     2.50%      July 1, 2009    June 30, 2013
   Class R5 Shares                         Contractual     2.00%      July 1, 2009    June 30, 2013
   Class Y Shares                          Contractual     2.00%      July 1, 2009    June 30, 2013

Invesco Growth Allocation Fund
   Class A Shares                          Contractual     2.00%      July 1, 2012    June 30, 2013
   Class B Shares                          Contractual     2.75%      July 1, 2012    June 30, 2013
   Class C Shares                          Contractual     2.75%      July 1, 2012    June 30, 2013
   Class R Shares                          Contractual     2.25%      July 1, 2012    June 30, 2013
   Class R5 Shares                         Contractual     1.75%      July 1, 2012    June 30, 2013
   Class S Shares                          Contractual     1.90%      July 1, 2012    June 30, 2013
   Class Y Shares                          Contractual     1.75%      July 1, 2012    June 30, 2013


See page 15 for footnotes to Exhibit A.

                                       7



                                                         as of February 6, 2013




                                           CONTRACTUAL/  EXPENSE   EFFECTIVE DATE OF    EXPIRATION
FUND                                        VOLUNTARY   LIMITATION   CURRENT LIMIT         DATE
----                                       ------------ ---------- ------------------ --------------
                                                                          
Invesco Income Allocation Fund
   Class A Shares                          Contractual     0.25%      May 1, 2012     April 30, 2014
   Class B Shares                          Contractual     1.00%      May 1, 2012     April 30, 2014
   Class C Shares                          Contractual     1.00%      May 1, 2012     April 30, 2014
   Class R Shares                          Contractual     0.50%      May 1, 2012     April 30, 2014
   Class R5 Shares                         Contractual     0.00%      May 1, 2012     April 30, 2014
   Class Y Shares                          Contractual     0.00%      May 1, 2012     April 30, 2014

Invesco International Allocation Fund
   Class A Shares                          Contractual     2.25%      May 1, 2012     June 30, 2013
   Class B Shares                          Contractual     3.00%      May 1, 2012     June 30, 2013
   Class C Shares                          Contractual     3.00%      May 1, 2012     June 30, 2013
   Class R Shares                          Contractual     2.50%      May 1, 2012     June 30, 2013
   Class R5 Shares                         Contractual     2.00%      May 1, 2012     June 30, 2013
   Class Y Shares                          Contractual     2.00%      May 1, 2012     June 30, 2013

Invesco Leaders Fund
   Class A Shares                          Contractual     2.25%      July 1, 2012    June 30, 2013
   Class B Shares                          Contractual     3.00%      July 1, 2012    June 30, 2013
   Class C Shares                          Contractual     3.00%      July 1, 2012    June 30, 2013
   Class Y Shares                          Contractual     2.00%      July 1, 2012    June 30, 2013

Invesco Mid Cap Core Equity Fund
   Class A Shares                          Contractual     2.00%      July 1, 2009    June 30, 2013
   Class B Shares                          Contractual     2.75%      July 1, 2009    June 30, 2013
   Class C Shares                          Contractual     2.75%      July 1, 2009    June 30, 2013
   Class R Shares                          Contractual     2.25%      July 1, 2009    June 30, 2013
   Class R5 Shares                         Contractual     1.75%      July 1, 2009    June 30, 2013
   Class R6 Shares                         Contractual     1.75%   September 24, 2012 June 30, 2013
   Class Y Shares                          Contractual     1.75%      July 1, 2009    June 30, 2013

Invesco Moderate Allocation Fund
   Class A Shares                          Contractual     1.50%      July 1, 2012    June 30, 2013
   Class B Shares                          Contractual     2.25%      July 1, 2012    June 30, 2013
   Class C Shares                          Contractual     2.25%      July 1, 2012    June 30, 2013
   Class R Shares                          Contractual     1.75%      July 1, 2012    June 30, 2013
   Class R5 Shares                         Contractual     1.25%      July 1, 2012    June 30, 2013
   Class S Shares                          Contractual     1.40%      July 1, 2012    June 30, 2013
   Class Y Shares                          Contractual     1.25%      July 1, 2012    June 30, 2013

Invesco Small Cap Growth Fund
   Class A Shares                          Contractual     2.00%      July 1, 2009    June 30, 2013
   Class B Shares                          Contractual     2.75%      July 1, 2009    June 30, 2013
   Class C Shares                          Contractual     2.75%      July 1, 2009    June 30, 2013
   Class R Shares                          Contractual     2.25%      July 1, 2009    June 30, 2013
   Class R5 Shares                         Contractual     1.75%      July 1, 2009    June 30, 2013
   Class R6 Shares                         Contractual     1.75%   September 24, 2012 June 30, 2013
   Class Y Shares                          Contractual     1.75%      July 1, 2009    June 30, 2013
   Investor Class Shares                   Contractual     2.00%      July 1, 2009    June 30, 2013

Invesco U.S. Mortgage Fund
   Class A Shares                          Contractual     1.50%      July 1, 2012    June 30, 2013
   Class B Shares                          Contractual     2.25%      July 1, 2012    June 30, 2013
   Class C Shares                          Contractual     2.25%      July 1, 2012    June 30, 2013
   Class R5 Shares                         Contractual     1.25%      July 1, 2012    June 30, 2013
   Class Y Shares                          Contractual     1.25%      July 1, 2012    June 30, 2013


      AIM INTERNATIONAL MUTUAL FUNDS (INVESCO INTERNATIONAL MUTUAL FUNDS)



                                           CONTRACTUAL/  EXPENSE   EFFECTIVE DATE OF  EXPIRATION
FUND                                        VOLUNTARY   LIMITATION   CURRENT LIMIT       DATE
----                                       ------------ ---------- ----------------- -------------
                                                                         
Invesco Asia Pacific Growth Fund
   Class A Shares                          Contractual     2.25%     July 1, 2009    June 30, 2013
   Class B Shares                          Contractual     3.00%     July 1, 2009    June 30, 2013
   Class C Shares                          Contractual     3.00%     July 1, 2009    June 30, 2013
   Class Y Shares                          Contractual     2.00%     July 1, 2009    June 30, 2013


See page 15 for footnotes to Exhibit A.

                                       8



                                                         as of February 6, 2013




                                                CONTRACTUAL/  EXPENSE   EFFECTIVE DATE OF     EXPIRATION
FUND                                             VOLUNTARY   LIMITATION   CURRENT LIMIT          DATE
----                                            ------------ ---------- ------------------ -----------------
                                                                               
Invesco European Growth Fund
   Class A Shares                               Contractual     2.25%      July 1, 2009      June 30, 2013
   Class B Shares                               Contractual     3.00%      July 1, 2009      June 30. 2013
   Class C Shares                               Contractual     3.00%      July 1, 2009      June 30, 2013
   Class R Shares                               Contractual     2.50%      July 1, 2009      June 30, 2013
   Class Y Shares                               Contractual     2.00%      July 1, 2009      June 30, 2013
   Investor Class Shares                        Contractual     2.25%      July 1, 2009      June 30, 2013

Invesco Global Growth Fund
   Class A Shares                               Contractual     1.32%   December 19, 2011  December 31, 2012
   Class B Shares                               Contractual     2.07%   December 19, 2011  December 31, 2012
   Class C Shares                               Contractual     2.07%   December 19, 2011  December 31, 2012
   Class R5 Shares                              Contractual     1.07%   December 19, 2011  December 31, 2012
   Class R6 Shares                              Contractual     1.07%   September 24, 2012 December 31, 2012
   Class Y Shares                               Contractual     1.07%   December 19, 2011  December 31, 2012

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

Invesco Global Opportunities Fund
   Class A Shares                               Contractual     1.36%     August 1, 2012   February 28, 2014
   Class C Shares                               Contractual     2.11%     August 1, 2012   February 28, 2014
   Class R Shares                               Contractual     1.61%     August 1, 2012   February 28, 2014
   Class R5 Shares                              Contractual     1.11%     August 1, 2012   February 28, 2014
   Class R6 Shares                              Contractual     1.11%   September 24, 2012 February 28, 2014
   Class Y Shares                               Contractual     1.11%     August 1, 2012   February 28, 2014

Invesco Select Opportunities Fund
   Class A Shares                               Contractual     1.51%     August 1, 2012   February 28, 2014
   Class C Shares                               Contractual     2.26%     August 1, 2012   February 28, 2014
   Class R Shares                               Contractual     1.76%     August 1, 2012   February 28, 2014
   Class R5 Shares                              Contractual     1.26%     August 1, 2012   February 28, 2014
   Class R6 Shares                              Contractual     1.26%   September 24, 2012 February 28, 2014
   Class Y Shares                               Contractual     1.26%     August 1, 2012   February 28, 2014

Invesco Global Small & Mid Cap Growth Fund
   Class A Shares                               Contractual     2.25%      July 1, 2009      June 30. 2013
   Class B Shares                               Contractual     3.00%      July 1, 2009      June 30, 2013
   Class C Shares                               Contractual     3.00%      July 1, 2009      June 30, 2013
   Class R5 Shares                              Contractual     2.00%      July 1, 2009      June 30, 2013
   Class Y Shares                               Contractual     2.00%      July 1, 2009      June 30, 2013

Invesco International Core Equity Fund
   Class A Shares                               Contractual     2.25%      July 1, 2009      June 30. 2013
   Class B Shares                               Contractual     3.00%      July 1, 2009      June 30, 2013
   Class C Shares                               Contractual     3.00%      July 1, 2009      June 30, 2013
   Class R Shares                               Contractual     2.50%      July 1, 2009      June 30, 2013
   Class R5 Shares                              Contractual     2.00%      July 1, 2009      June 30, 2013
   Class R6 Shares                              Contractual     2.00%   September 24, 2012   June 30, 2013
   Class Y Shares                               Contractual     2.00%      July 1, 2009      June 30, 2013
   Investor Class Shares                        Contractual     2.25%      July 1, 2009      June 30, 2013

Invesco International Growth Fund
   Class A Shares                               Contractual     1.40%      May 23, 2011      June 30, 2013
   Class B Shares                               Contractual     2.15%      May 23, 2011      June 30, 2013
   Class C Shares                               Contractual     2.15%      May 23, 2011      June 30, 2013
   Class R Shares                               Contractual     1.65%      May 23, 2011      June 30, 2013
   Class R5 Shares                              Contractual     1.15%      May 23, 2011      June 30, 2013
   Class R6 Shares                              Contractual     1.15%   September 24, 2012   June 30, 2013
   Class Y Shares                               Contractual     1.15%      May 23, 2011      June 30, 2013


See page 15 for footnotes to Exhibit A.

                                       9



                                                         as of February 6, 2013




                                                CONTRACTUAL/  EXPENSE   EFFECTIVE DATE OF  EXPIRATION
FUND                                             VOLUNTARY   LIMITATION   CURRENT LIMIT       DATE
----                                            ------------ ---------- ----------------- -------------
                                                                              
Invesco International Growth Fund
   Class A Shares                               Contractual     2.25%     July 1, 2013    June 30, 2014
   Class B Shares                               Contractual     3.00%     July 1, 2013    June 30, 2014
   Class C Shares                               Contractual     3.00%     July 1, 2013    June 30, 2014
   Class R Shares                               Contractual     2.50%     July 1, 2013    June 30, 2014
   Class R5 Shares                              Contractual     2.00%     July 1, 2013    June 30, 2014
   Class R6 Shares                              Contractual     2.00%     July 1, 2013    June 30, 2014
   Class Y Shares                               Contractual     2.00%     July 1, 2013    June 30, 2014


                AIM INVESTMENT FUNDS (INVESCO INVESTMENT FUNDS)



                                                CONTRACTUAL/  EXPENSE   EFFECTIVE DATE OF     EXPIRATION
FUND                                             VOLUNTARY   LIMITATION   CURRENT LIMIT          DATE
----                                            ------------ ---------- ------------------ -----------------
                                                                               
Invesco Balanced-Risk Allocation Fund/3/
   Class A Shares                               Contractual     2.00%      July 1, 2012      June 30. 2013
   Class B Shares                               Contractual     2.75%      July 1, 2012      June 30, 2013
   Class C Shares                               Contractual     2.75%      July 1, 2012      June 30, 2013
   Class R Shares                               Contractual     2.25%      July 1, 2012      June 30, 2013
   Class R5 Shares                              Contractual     1.75%      July 1, 2012      June 30, 2013
   Class R6 Shares                              Contractual     1.75%   September 24, 2012   June 30, 2013
   Class Y Shares                               Contractual     1.75%      July 1, 2012      June 30, 2013

Invesco Balanced-Risk Commodity Strategy
  Fund/4/
   Class A Shares                               Contractual     1.22%   November 29, 2010    June 30. 2014
   Class B Shares                               Contractual     1.97%   November 29, 2010    June 30, 2014
   Class C Shares                               Contractual     1.97%   November 29, 2010    June 30, 2014
   Class R Shares                               Contractual     1.47%   November 29, 2010    June 30, 2014
   Class R5 Shares                              Contractual     0.97%   November 29, 2010    June 30, 2014
   Class R6 Shares                              Contractual     0.97%   September 24, 2012   June 30, 2014
   Class Y Shares                               Contractual     0.97%   November 29, 2010    June 30, 2014

Invesco China Fund
   Class A Shares                               Contractual     2.25%      July 1, 2009      June 30, 2013
   Class B Shares                               Contractual     3.00%      July 1, 2009      June 30, 2013
   Class C Shares                               Contractual     3.00%      July 1, 2009      June 30, 2013
   Class R5 Shares                              Contractual     2.00%      July 1, 2009      June 30, 2013
   Class Y Shares                               Contractual     2.00%      July 1, 2009      June 30, 2013

Invesco Developing Markets Fund
   Class A Shares                               Contractual     2.25%      July 1, 2012      June 30. 2013
   Class B Shares                               Contractual     3.00%      July 1, 2012      June 30, 2013
   Class C Shares                               Contractual     3.00%      July 1, 2012      June 30, 2013
   Class R5 Shares                              Contractual     2.00%      July 1, 2012      June 30, 2013
   Class R6 Shares                              Contractual     2.00%   September 24, 2012   June 30, 2013
   Class Y Shares                               Contractual     2.00%      July 1, 2012      June 30, 2013

Invesco Emerging Market Local Currency Debt
  Fund
   Class A Shares                               Contractual     1.24%     June 14, 2010    February 28, 2014
   Class B Shares                               Contractual     1.99%     June 14, 2010    February 28, 2014
   Class C Shares                               Contractual     1.99%     June 14, 2010    February 28, 2014
   Class R Shares                               Contractual     1.49%     June 14, 2010    February 28, 2014
   Class Y Shares                               Contractual     0.99%     June 14, 2010    February 28, 2014
   Class R5 Shares                              Contractual     0.99%     June 14, 2010    February 28, 2014
   Class R6 Shares                              Contractual     0.99%   September 24, 2012 February 28, 2014

Invesco Emerging Markets Equity Fund
   Class A Shares                               Contractual     1.85%      May 11, 2011    February 28, 2014
   Class C Shares                               Contractual     2.60%      May 11, 2011    February 28, 2014
   Class R Shares                               Contractual     2.10%      May 11, 2011    February 28, 2014
   Class R5 Shares                              Contractual     1.60%      May 11, 2011    February 28, 2014
   Class R6 Shares                              Contractual     1.60%   September 24, 2012 February 28, 2014
   Class Y Shares                               Contractual     1.60%      May 11, 2011    February 28, 2014


See page 15 for footnotes to Exhibit A.

                                      10



                                                         as of February 6, 2013




                                                CONTRACTUAL/  EXPENSE   EFFECTIVE DATE OF     EXPIRATION
FUND                                             VOLUNTARY   LIMITATION   CURRENT LIMIT          DATE
----                                            ------------ ---------- ------------------ -----------------
                                                                               
Invesco Endeavor Fund
   Class A Shares                               Contractual     2.00%      July 1, 2009      June 30. 2013
   Class B Shares                               Contractual     2.75%      July 1, 2009      June 30, 2013
   Class C Shares                               Contractual     2.75%      July 1, 2009      June 30, 2013
   Class R Shares                               Contractual     2.25%      July 1, 2009      June 30, 2013
   Class R5 Shares                              Contractual     1.75%      July 1, 2009      June 30, 2013
   Class R6 Shares                              Contractual     1.75%   September 24, 2012   June 30, 2013
   Class Y Shares                               Contractual     1.75%      July 1, 2009      June 30, 2013

Invesco Global Health Care Fund
   Class A Shares                               Contractual     2.00%      July 1, 2012      June 30. 2013
   Class B Shares                               Contractual     2.75%      July 1, 2012      June 30, 2013
   Class C Shares                               Contractual     2.75%      July 1, 2012      June 30, 2013
   Class Y Shares                               Contractual     1.75%      July 1, 2012      June 30, 2013
   Investor Class Shares                        Contractual     2.00%      July 1, 2012      June 30, 2013

Invesco Global Markets Strategy Fund/5/
   Class H1 Shares                              Contractual     2.00%   September 25, 2012 February 28, 2014

Invesco International Total Return Fund
   Class A Shares                               Contractual     1.10%     March 31, 2006   February 28, 2014
   Class B Shares                               Contractual     1.85%     March 31, 2006   February 28, 2014
   Class C Shares                               Contractual     1.85%     March 31, 2006   February 28, 2014
   Class R5 Shares                              Contractual     0.85%    October 3, 2008   February 28, 2014
   Class R6 Shares                              Contractual     0.85%   September 24, 2012 February 28, 2014
   Class Y Shares                               Contractual     0.85%     March 31, 2006   February 28, 2014

Invesco Pacific Growth Fund
   Class A Shares                               Contractual     2.25%      July 1, 2012      June 30. 2013
   Class B Shares                               Contractual     3.00%      July 1, 2012      June 30, 2013
   Class C Shares                               Contractual     3.00%      July 1, 2012      June 30, 2013
   Class R Shares                               Contractual     2.50%      July 1, 2012      June 30, 2013
   Class R5 Shares                              Contractual     2.00%      July 1, 2012      June 30, 2013
   Class Y Shares                               Contractual     2.00%      July 1, 2012      June 30, 2013

Invesco Premium Income Fund
   Class A Shares                               Contractual     0.89%   December 13, 2011  February 28, 2014
   Class C Shares                               Contractual     1.64%   December 13, 2011  February 28, 2014
   Class R Shares                               Contractual     1.14%   December 13, 2011  February 28, 2014
   Class R5 Shares                              Contractual     0.64%   December 13, 2011  February 28, 2014
   Class R6 Shares                              Contractual     0.64%   September 24, 2012 February 28, 2014
   Class Y Shares                               Contractual     0.64%   December 13, 2011  February 28, 2014

Invesco Select Companies Fund
   Class A Shares                               Contractual     2.00%      July 1, 2009      June 30. 2013
   Class B Shares                               Contractual     2.75%      July 1, 2009      June 30, 2013
   Class C Shares                               Contractual     2.75%      July 1, 2009      June 30, 2013
   Class R Shares                               Contractual     2.25%      July 1, 2009      June 30, 2013
   Class R5 Shares                              Contractual     1.75%      July 1, 2009      June 30, 2013
   Class Y Shares                               Contractual     1.75%      July 1, 2009      June 30, 2013


     AIM INVESTMENT SECURITIES FUNDS (INVESCO INVESTMENT SECURITIES FUNDS)



                                                CONTRACTUAL/  EXPENSE   EFFECTIVE DATE OF   EXPIRATION
FUND                                             VOLUNTARY   LIMITATION   CURRENT LIMIT        DATE
----                                            ------------ ---------- ------------------ -------------
                                                                               
Invesco Corporate Bond Fund
   Class A Shares                               Contractual     1.50%      July 1, 2012    June 30, 2013
   Class B Shares                               Contractual     2.25%      July 1, 2012    June 30, 2013
   Class C Shares                               Contractual     2.25%      July 1, 2012    June 30, 2013
   Class R Shares                               Contractual     1.75%      July 1, 2012    June 30, 2013
   Class R5 Shares                              Contractual     1.25%      July 1, 2012    June 30, 2013
   Class R6 Shares                              Contractual     1.25%   September 24, 2012 June 30, 2013
   Class Y Shares                               Contractual     1.25%      July 1, 2012    June 30, 2013


See page 15 for footnotes to Exhibit A.

                                      11



                                                         as of February 6, 2013




                                           CONTRACTUAL/  EXPENSE   EFFECTIVE DATE OF   EXPIRATION
FUND                                        VOLUNTARY   LIMITATION   CURRENT LIMIT        DATE
----                                       ------------ ---------- ------------------ -------------
                                                                          
Invesco Dynamics Fund
   Class A Shares                          Contractual     2.00%      July 1, 2009    June 30. 2013
   Class B Shares                          Contractual     2.75%      July 1, 2009    June 30, 2013
   Class C Shares                          Contractual     2.75%      July 1, 2009    June 30, 2013
   Class R Shares                          Contractual     2.25%      July 1, 2009    June 30, 2013
   Class R5 Shares                         Contractual     1.75%      July 1, 2009    June 30, 2013
   Class R6 Shares                         Contractual     1.75%   September 24, 2012 June 30, 2013
   Class Y Shares                          Contractual     1.75%      July 1, 2009    June 30, 2013
   Investor Class Shares                   Contractual     2.00%      July 1, 2009    June 30. 2013

Invesco Global Real Estate Fund
   Class A Shares                          Contractual     2.00%      July 1, 2009    June 30, 2013
   Class B Shares                          Contractual     2.75%      July 1, 2009    June 30, 2013
   Class C Shares                          Contractual     2.75%      July 1, 2009    June 30, 2013
   Class R Shares                          Contractual     2.25%      July 1, 2009    June 30, 2013
   Class R5 Shares                         Contractual     1.75%      July 1, 2009    June 30, 2013
   Class R6 Shares                         Contractual     1.75%   September 24, 2012 June 30, 2013
   Class Y Shares                          Contractual     1.75%      July 1, 2009    June 30, 2013

Invesco High Yield Fund
   Class A Shares                          Contractual     0.89%      June 6, 2011    June 30, 2013
   Class B Shares                          Contractual     1.64%      June 6, 2011    June 30, 2013
   Class C Shares                          Contractual     1.64%      June 6, 2011    June 30, 2013
   Class R5 Shares                         Contractual     0.64%      June 6, 2011    June 30, 2013
   Class R6 Shares                         Contractual     0.64%   September 24, 2012 June 30, 2013
   Class Y Shares                          Contractual     0.64%      June 6, 2011    June 30, 2013
   Investor Class Shares                   Contractual     0.89%      June 6, 2011    June 30, 2013

Invesco High Yield Fund
   Class A Shares                          Contractual     1.50%      July 1, 2013    June 30, 2014
   Class B Shares                          Contractual     2.25%      July 1, 2013    June 30, 2014
   Class C Shares                          Contractual     2.25%      July 1, 2013    June 30, 2014
   Class R5 Shares                         Contractual     1.25%      July 1, 2013    June 30, 2014
   Class R6 Shares                         Contractual     1.25%      July 1, 2013    June 30, 2014
   Class Y Shares                          Contractual     1.25%      July 1, 2013    June 30, 2014
   Investor Class Shares                   Contractual     1.50%      July 1, 2013    June 30, 2014

Invesco High Yield Securities Fund
   Class A Shares                          Contractual     1.50%      July 1, 2012    June 30, 2013
   Class B Shares                          Contractual     2.00%      July 1, 2012    June 30, 2013
   Class C Shares                          Contractual     2.10%      July 1, 2012    June 30, 2013
   Class Y Shares                          Contractual     1.25%      July 1, 2012    June 30, 2013

Invesco Limited Maturity Treasury Fund
   Class A Shares                          Contractual     1.50%      July 1, 2012    June 30, 2013
   Class A2 Shares                         Contractual     1.40%      July 1, 2012    June 30, 2013
   Class R5 Shares                         Contractual     1.25%      July 1, 2012    June 30, 2013
   Class Y Shares                          Contractual     1.25%      July 1, 2012    June 30, 2013

Invesco Municipal Bond Fund
   Class A Shares                          Contractual     1.50%      July 1, 2012    June 30, 2013
   Class B Shares                          Contractual     2.25%      July 1, 2012    June 30, 2013
   Class C Shares                          Contractual     2.25%      July 1, 2012    June 30, 2013
   Class Y Shares                          Contractual     1.25%      July 1, 2012    June 30, 2013
   Investor Class Shares                   Contractual     1.50%      July 1, 2012    June 30, 2013

Invesco Real Estate Fund
   Class A Shares                          Contractual     2.00%      July 1, 2012    June 30, 2013
   Class B Shares                          Contractual     2.75%      July 1, 2012    June 30, 2013
   Class C Shares                          Contractual     2.75%      July 1, 2012    June 30, 2013
   Class R Shares                          Contractual     2.25%      July 1, 2012    June 30, 2013
   Class R5 Shares                         Contractual     1.75%      July 1, 2012    June 30, 2013
   Class R6 Shares                         Contractual     1.75%   September 24, 2012 June 30, 2013
   Class Y Shares                          Contractual     1.75%      July 1, 2012    June 30, 2013
   Investor Class Shares                   Contractual     2.00%      July 1, 2012    June 30, 2013


See page 15 for footnotes to Exhibit A.

                                      12



                                                         as of February 6, 2013




                                                CONTRACTUAL/  EXPENSE     EFFECTIVE DATE OF   EXPIRATION
FUND                                             VOLUNTARY   LIMITATION     CURRENT LIMIT        DATE
----                                            ------------ ----------   ------------------ -------------
                                                                                 
Invesco Short Term Bond Fund
   Class A Shares                               Contractual      0.56%       June 6, 2011    June 30, 2013
   Class C Shares                               Contractual      0.91%/2/   March 4, 2009    June 30, 2013
   Class R Shares                               Contractual      0.91%      March 4, 2009    June 30, 2013
   Class R5 Shares                              Contractual      0.41%      March 4, 2009    June 30, 2013
   Class R6 Shares                              Contractual      0.41%    September 24, 2012 June 30, 2013
   Class Y Shares                               Contractual      0.41%      March 4, 2009    June 30, 2013

Invesco U.S. Government Fund
   Class A Shares                               Contractual      1.50%       July 1, 2012    June 30, 2013
   Class B Shares                               Contractual      2.25%       July 1, 2012    June 30, 2013
   Class C Shares                               Contractual      2.25%       July 1, 2012    June 30, 2013
   Class R Shares                               Contractual      1.75%       July 1, 2012    June 30, 2013
   Class R5 Shares                              Contractual      1.25%       July 1, 2012    June 30, 2013
   Class Y Shares                               Contractual      1.25%       July 1, 2012    June 30, 2013
   Investor Class Shares                        Contractual      1.50%       July 1, 2012    June 30, 2013


                    AIM SECTOR FUNDS (INVESCO SECTOR FUNDS)



                                                CONTRACTUAL/  EXPENSE   EFFECTIVE DATE OF   EXPIRATION
FUND                                             VOLUNTARY   LIMITATION   CURRENT LIMIT        DATE
----                                            ------------ ---------- ------------------ -------------
                                                                               
Invesco American Value Fund
   Class A Shares                               Contractual     1.25%     April 30, 2012   June 30, 2013
   Class B Shares                               Contractual     2.00%     April 30, 2012   June 30, 2013
   Class C Shares                               Contractual     2.00%     April 30, 2012   June 30, 2013
   Class R Shares                               Contractual     1.50%     April 30, 2012   June 30, 2013
   Class R5 Shares                              Contractual     1.00%     April 30, 2012   June 30, 2013
   Class R6 Shares                              Contractual     1.00%   September 24, 2012 June 30, 2013
   Class Y Shares                               Contractual     1.00%     April 30, 2012   June 30, 2013

Invesco Comstock Fund
   Class A Shares                               Contractual     2.00%      July 1, 2012    June 30, 2013
   Class B Shares                               Contractual     2.75%      July 1, 2012    June 30, 2013
   Class C Shares                               Contractual     2.75%      July 1, 2012    June 30, 2013
   Class R Shares                               Contractual     2.25%      July 1, 2012    June 30, 2013
   Class R5 Shares                              Contractual     1.75%      July 1, 2012    June 30, 2013
   Class R6 Shares                              Contractual     1.75%   September 24, 2012 June 30, 2013
   Class Y Shares                               Contractual     1.75%      July 1, 2012    June 30, 2013

Invesco Energy Fund
   Class A Shares                               Contractual     2.00%      July 1, 2009    June 30, 2013
   Class B Shares                               Contractual     2.75%      July 1, 2009    June 30, 2013
   Class C Shares                               Contractual     2.75%      July 1, 2009    June 30, 2013
   Class R5 Shares                              Contractual     1.75%      July 1, 2009    June 30, 2013
   Class Y Shares                               Contractual     1.75%      July 1, 2009    June 30, 2013
   Investor Class Shares                        Contractual     2.00%      July 1, 2009    June 30, 2013

Invesco Gold & Precious Metals Fund
   Class A Shares                               Contractual     2.00%      July 1, 2009    June 30, 2013
   Class B Shares                               Contractual     2.75%      July 1, 2009    June 30, 2013
   Class C Shares                               Contractual     2.75%      July 1, 2009    June 30, 2013
   Class Y Shares                               Contractual     1.75%      July 1, 2009    June 30, 2013
   Investor Class Shares                        Contractual     2.00%      July 1, 2009    June 30, 2013

Invesco Leisure Fund
   Class A Shares                               Contractual     2.00%      July 1, 2009    June 30, 2013
   Class B Shares                               Contractual     2.75%      July 1, 2009    June 30, 2013
   Class C Shares                               Contractual     2.75%      July 1, 2009    June 30, 2013
   Class R Shares                               Contractual     2.25%      July 1, 2009    June 30, 2013
   Class Y Shares                               Contractual     1.75%      July 1, 2009    June 30, 2013
   Investor Class Shares                        Contractual     2.00%      July 1, 2009    June 30, 2013


See page 15 for footnotes to Exhibit A.

                                      13



                                                         as of February 6, 2013




                                                CONTRACTUAL/  EXPENSE   EFFECTIVE DATE OF    EXPIRATION
FUND                                             VOLUNTARY   LIMITATION   CURRENT LIMIT         DATE
----                                            ------------ ---------- ----------------- -----------------
                                                                              
Invesco Mid Cap Growth Fund
   Class A Shares                               Contractual     2.00%     July 1, 2012      June 30, 2013
   Class B Shares                               Contractual     2.75%     July 1, 2012      June 30, 2013
   Class C Shares                               Contractual     2.75%     July 1, 2012      June 30, 2013
   Class R Shares                               Contractual     2.25%     July 1, 2012      June 30, 2013
   Class R5 Shares                              Contractual     1.75%     July 1, 2012      June 30, 2013
   Class Y Shares                               Contractual     1.75%     July 1, 2012      June 30, 2013

Invesco Small Cap Value Fund
   Class A Shares                               Contractual     2.00%     July 1, 2012      June 30, 2013
   Class B Shares                               Contractual     2.75%     July 1, 2012      June 30, 2013
   Class C Shares                               Contractual     2.75%     July 1, 2012      June 30, 2013
   Class Y Shares                               Contractual     1.75%     July 1, 2012      June 30, 2013

Invesco Technology Fund
   Class A Shares                               Contractual     2.00%     July 1, 2012      June 30, 2013
   Class B Shares                               Contractual     2.75%     July 1, 2012      June 30, 2013
   Class C Shares                               Contractual     2.75%     July 1, 2012      June 30, 2013
   Class R5 Shares                              Contractual     1.75%     July 1, 2012      June 30, 2013
   Class Y Shares                               Contractual     1.75%     July 1, 2012      June 30, 2013
   Investor Class Shares                        Contractual     2.00%     July 1, 2012      June 30, 2013

Invesco Technology Sector Fund
   Class A Shares                               Contractual     2.00%   February 12, 2010   June 30, 2013
   Class B Shares                               Contractual     2.75%   February 12, 2010   June 30, 2013
   Class C Shares                               Contractual     2.75%   February 12, 2010   June 30, 2013
   Class Y Shares                               Contractual     1.75%   February 12, 2010   June 30, 2013

Invesco Dividend Income Fund
   Class A Shares                               Contractual     1.10%   February 6, 2013  February 28, 2014
   Class B Shares                               Contractual     1.85%   February 6, 2013  February 28, 2014
   Class C Shares                               Contractual     1.85%   February 6, 2013  February 28, 2014
   Class R5 Shares                              Contractual     0.85%   February 6, 2013  February 28, 2014
   Class R6 Shares                              Contractual     0.85%   February 6, 2013  February 28, 2014
   Class Y Shares                               Contractual     0.85%   February 6, 2013  February 28, 2014
   Investor Class Shares                        Contractual     1.10%   February 6, 2013  February 28, 2014

Invesco Value Opportunities Fund
   Class A Shares                               Contractual     2.00%     July 1, 2012      June 30, 2013
   Class B Shares                               Contractual     2.75%     July 1, 2012      June 30, 2013
   Class C Shares                               Contractual     2.75%     July 1, 2012      June 30, 2013
   Class R Shares                               Contractual     2.25%     July 1, 2012      June 30, 2013
   Class R5 Shares                              Contractual     1.75%     July 1, 2012      June 30, 2013
   Class Y Shares                               Contractual     1.75%     July 1, 2012      June 30, 2013


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



                                                CONTRACTUAL/  EXPENSE   EFFECTIVE DATE OF  EXPIRATION
FUND                                             VOLUNTARY   LIMITATION   CURRENT LIMIT       DATE
----                                            ------------ ---------- ----------------- -------------
                                                                              
Invesco High Yield Municipal Fund
   Class A Shares                               Contractual     1.50%     July 1, 2012    June 30, 2013
   Class B Shares                               Contractual     2.25%     July 1, 2012    June 30, 2013
   Class C Shares                               Contractual     2.25%     July 1, 2012    June 30, 2013
   Class R5 Shares                              Contractual     1.25%     July 1, 2012    June 30, 2013
   Class Y Shares                               Contractual     1.25%     July 1, 2012    June 30, 2013

Invesco Intermediate Term Municipal Income
  Fund
   Class A Shares                               Contractual     0.75%     June 6, 2011    June 30, 2013
   Class B Shares                               Contractual     1.50%     June 6, 2011    June 30, 2013
   Class C Shares                               Contractual     1.50%     June 6, 2011    June 30, 2013
   Class Y Shares                               Contractual     0.50%     June 6, 2011    June 30, 2013


See page 15 for footnotes to Exhibit A.

                                      14



                                                         as of February 6, 2013




                                           CONTRACTUAL/  EXPENSE   EFFECTIVE DATE OF  EXPIRATION
FUND                                        VOLUNTARY   LIMITATION   CURRENT LIMIT       DATE
----                                       ------------ ---------- ----------------- -------------
                                                                         
Invesco Municipal Income Fund
   Class A Shares                          Contractual     0.83%     June 6, 2011    June 30, 2013
   Class B Shares                          Contractual     1.58%     June 6, 2011    June 30, 2013
   Class C Shares                          Contractual     1.58%     June 6, 2011    June 30, 2013
   Class Y Shares                          Contractual     0.58%     June 6, 2011    June 30, 2013

Invesco Municipal Income Fund
   Class A Shares                          Contractual     1.50%     July 1, 2013    June 30, 2014
   Class B Shares                          Contractual     2.25%     July 1, 2013    June 30, 2014
   Class C Shares                          Contractual     2.25%     July 1, 2013    June 30, 2014
   Class Y Shares                          Contractual     1.25%     July 1, 2013    June 30, 2014

Invesco New York Tax Free Income Fund
   Class A Shares                          Contractual     1.50%     July 1, 2012    June 30, 2013
   Class B Shares                          Contractual     2.25%     July 1, 2012    June 30, 2013
   Class C Shares                          Contractual     2.25%     July 1, 2012    June 30, 2013
   Class Y Shares                          Contractual     1.25%     July 1, 2012    June 30, 2013

Invesco Tax-Free Intermediate Fund
   Class A Shares                          Contractual     1.50%     July 1, 2012    June 30, 2013
   Class A2 Shares                         Contractual     1.25%     July 1, 2012    June 30, 2013
   Class R5 Shares                         Contractual     1.25%     July 1, 2012    June 30, 2013
   Class Y Shares                          Contractual     1.25%     July 1, 2012    June 30, 2013


                           INVESCO SECURITIES TRUST



                                         CONTRACTUAL/  EXPENSE   EFFECTIVE DATE OF    EXPIRATION
FUND                                      VOLUNTARY   LIMITATION   CURRENT LIMIT         DATE
----                                     ------------ ---------- ----------------- -----------------
                                                                       
Invesco Balanced-Risk Aggressive
Allocation Fund                          Contractual     1.15%   January 16, 2013  February 28, 2014


/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.
/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.

                                      15



                                                         as of February 6, 2013


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

                         SHORT-TERM INVESTMENTS TRUST



                                    CONTRACTUAL/  EXPENSE     EFFECTIVE DATE OF    EXPIRATION
FUND                                 VOLUNTARY   LIMITATION     CURRENT LIMIT         DATE
----                                ------------ ----------   ----------------- -----------------
                                                                    
Government & Agency Portfolio
   Cash Management Class            Contractual      0.22%/2/   July 1, 2009    December 31, 2013
   Corporate Class                  Contractual      0.17%      July 1, 2009    December 31, 2013
   Institutional Class              Contractual      0.14%      July 1, 2009    December 31, 2013
   Personal Investment Class        Contractual      0.69%/2/   July 1, 2009    December 31, 2013
   Private Investment Class         Contractual      0.44%/2/   July 1, 2009    December 31, 2013
   Reserve Class                    Contractual      1.01%/2/   July 1, 2009    December 31, 2013
   Resource Class                   Contractual      0.30%/2/   July 1, 2009    December 31, 2013

Government TaxAdvantage Portfolio
   Cash Management Class            Contractual      0.22%/2/   July 1, 2009    December 31, 2013
   Corporate Class                  Contractual      0.17%      July 1, 2009    December 31, 2013
   Institutional Class              Contractual      0.14%      July 1, 2009    December 31, 2013
   Personal Investment Class        Contractual      0.69%/2/   July 1, 2009    December 31, 2013
   Private Investment Class         Contractual      0.39%/2/   July 1, 2009    December 31, 2013
   Reserve Class                    Contractual      1.01%/2/   July 1, 2009    December 31, 2013
   Resource Class                   Contractual      0.30%/2/   July 1, 2009    December 31, 2013

Liquid Assets Portfolio
   Cash Management Class            Contractual      0.22%/2/   July 1, 2009    December 31, 2013
   Corporate Class                  Contractual      0.17%      July 1, 2009    December 31, 2013
   Institutional Class              Contractual      0.14%      July 1, 2009    December 31, 2013
   Personal Investment Class        Contractual      0.69%/2/   July 1, 2009    December 31, 2013
   Private Investment Class         Contractual      0.44%/2/   July 1, 2009    December 31, 2013
   Reserve Class                    Contractual      1.01%/2/   July 1, 2009    December 31, 2013
   Resource Class                   Contractual      0.34%      July 1, 2009    December 31, 2013

STIC Prime Portfolio
   Cash Management Class            Contractual      0.22%/2/   July 1, 2009    December 31, 2013
   Corporate Class                  Contractual      0.17%      July 1, 2009    December 31, 2013
   Institutional Class              Contractual      0.14%      July 1, 2009    December 31, 2013
   Personal Investment Class        Contractual      0.69%/2/   July 1, 2009    December 31, 2013
   Private Investment Class         Contractual      0.44%/2/   July 1, 2009    December 31, 2013
   Reserve Class                    Contractual      1.01%/2/   July 1, 2009    December 31, 2013
   Resource Class                   Contractual      0.30%/2/   July 1, 2009    December 31, 2013

Tax-Free Cash Reserve Portfolio/3/
   Cash Management Class            Contractual      0.33%/2/   July 1, 2009    December 31, 2013
   Corporate Class                  Contractual      0.28%      July 1, 2009    December 31, 2013
   Institutional Class              Contractual      0.25%      July 1, 2009    December 31, 2013
   Personal Investment Class        Contractual      0.80%/2/   July 1, 2009    December 31, 2013
   Private Investment Class         Contractual      0.50%/2/   July 1, 2009    December 31, 2013
   Reserve Class                    Contractual      1.12%/2/   July 1, 2009    December 31, 2013
   Resource Class                   Contractual      0.41%/2/   July 1, 2009    December 31, 2013

Treasury Portfolio
   Cash Management Class            Contractual      0.22%/2/   July 1, 2009    December 31, 2013
   Corporate Class                  Contractual      0.17%      July 1, 2009    December 31, 2013
   Institutional Class              Contractual      0.14%      July 1, 2009    December 31, 2013
   Personal Investment Class        Contractual      0.69%/2/   July 1, 2009    December 31, 2013
   Private Investment Class         Contractual      0.44%/2/   July 1, 2009    December 31, 2013
   Reserve Class                    Contractual      1.01%/2/   July 1, 2009    December 31, 2013
   Resource Class                   Contractual      0.30%/2/   July 1, 2009    December 31, 2013


/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.

                                      16



                                                         as of February 6, 2013


                    EXHIBIT "C" - VARIABLE INSURANCE FUNDS

        AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)



                                           CONTRACTUAL/  EXPENSE   EFFECTIVE DATE OF   EXPIRATION
FUND                                        VOLUNTARY   LIMITATION   CURRENT LIMIT        DATE
----                                       ------------ ---------- ----------------- --------------
                                                                         
Invesco V.I. Balanced-Risk Allocation
  Fund/1/
   Series I Shares                         Contractual     0.72%     May 15, 2012    June 30, 2013
   Series II Shares                        Contractual     0.97%     May 15, 2012    June 30, 2013

Invesco V.I. Balanced-Risk Allocation
  Fund/1/
   Series I Shares                         Contractual     0.78%     July 1, 2013    April 30, 2014
   Series II Shares                        Contractual     1.03%     July 1, 2013    April 30, 2014

Invesco V.I. Core Equity Fund
   Series I Shares                         Contractual     1.30%    January 1, 2005  April 30, 2013
   Series II Shares                        Contractual     1.45%    January 1, 2005  April 30, 2013

Invesco V.I. Core Equity Fund
   Series I Shares                         Contractual     2.00%      May 1, 2013    June 30, 2014
   Series II Shares                        Contractual     2.25%      May 1, 2013    June 30, 2014

Invesco V.I. Diversified Dividend Fund
   Series I Shares                         Contractual     0.77%     July 1, 2012    April 30, 2013
   Series II Shares                        Contractual     1.02%     July 1, 2012    April 30, 2013

Invesco V.I. Diversified Dividend Fund
   Series I Shares                         Contractual     2.00%      May 1, 2013    June 30, 2014
   Series II Shares                        Contractual     2.25%      May 1, 2013    June 30, 2014

Invesco V.I. Diversified Income Fund
   Series I Shares                         Contractual     0.75%     July 1, 2005    April 30, 2014
   Series II Shares                        Contractual     1.00%     July 1, 2005    April 30, 2014

Invesco V.I. Equally-Weighted S&P 500
  Fund
   Series I Shares                         Contractual     2.00%     July 1, 2012    June 30, 2013
   Series II Shares                        Contractual     2.25%     July 1, 2012    June 30, 2013

Invesco V.I. Global Core Equity Fund
   Series I Shares                         Contractual     2.25%     July 1, 2012    June 30, 2013
   Series II Shares                        Contractual     2.50%     July 1, 2012    June 30, 2013

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

                                      17



                                                         as of February 6, 2013




                                         CONTRACTUAL/  EXPENSE   EFFECTIVE DATE OF    EXPIRATION
FUND                                      VOLUNTARY   LIMITATION   CURRENT LIMIT         DATE
----                                     ------------ ---------- ------------------ --------------
                                                                        
Invesco V.I. Global Health Care Fund
   Series I Shares                       Contractual     1.30%     April 30, 2004   April 30, 2013
   Series II Shares                      Contractual     1.45%     April 30, 2004   April 30, 2013

Invesco V.I. Global Health Care Fund
   Series I Shares                       Contractual     2.00%      May 1. 2013     June 30, 2014
   Series II Shares                      Contractual     2.25%      May 1, 2013     June 30, 2014

Invesco V.I. Global Real Estate Fund
   Series I Shares                       Contractual     1.30%     April 30, 2004   April 30, 2013
   Series II Shares                      Contractual     1.45%     April 30, 2004   April 30, 2013

Invesco V.I. Global Real Estate Fund
   Series I Shares                       Contractual     2.00%      May 1. 2013     June 30, 2014
   Series II Shares                      Contractual     2.25%      May 1, 2013     June 30, 2014

Invesco V.I. Government Securities Fund
   Series I Shares                       Contractual     0.70%      July 1, 2012    April 30, 2013
   Series II Shares                      Contractual     0.95%      July 1, 2012    April 30, 2013

Invesco V.I. Government Securities Fund
   Series I Shares                       Contractual     1.50%      May 1, 2013     June 30, 2014
   Series II Shares                      Contractual     1.75%      May 1, 2013     June 30, 2014

Invesco V.I. High Yield Fund
   Series I Shares                       Contractual     0.80%      May 2, 2011     April 30, 2014
   Series II Shares                      Contractual     1.05%      May 2, 2011     April 30, 2014

Invesco V.I. High Yield Securities Fund
   Series I Shares                       Contractual     1.50%      July 1, 2012    June 30, 2013
   Series II Shares                      Contractual     1.75%      July 1, 2012    June 30, 2013

Invesco V.I. International Growth Fund
   Series I Shares                       Contractual     2.25%      July 1, 2012    June 30, 2013
   Series II Shares                      Contractual     2.50%      July 1, 2012    June 30, 2013

Invesco V.I. Mid Cap Core Equity Fund
   Series I Shares                       Contractual     1.30%   September 10, 2001 April 30, 2013
   Series II Shares                      Contractual     1.45%   September 10, 2001 April 30, 2013

Invesco V.I. Mid Cap Core Equity Fund
   Series I Shares                       Contractual     2.00%      May 1. 2013     June 30, 2014
   Series II Shares                      Contractual     2.25%      May 1, 2013     June 30, 2014


                                      18



                                                         as of February 6, 2013



                                                 CONTRACTUAL/  EXPENSE   EFFECTIVE DATE OF   EXPIRATION
FUND                                              VOLUNTARY   LIMITATION   CURRENT LIMIT        DATE
----                                             ------------ ---------- ----------------- --------------
                                                                               
Invesco V.I. Money Market Fund
   Series I Shares                               Contractual     1.30%    January 1, 2005  April 30, 2013
   Series II Shares                              Contractual     1.45%    January 1, 2005  April 30, 2013

Invesco V.I. Money Market Fund
   Series I Shares                               Contractual     1.50%      May 1. 2013    June 30, 2014
   Series II Shares                              Contractual     1.75%      May 1, 2013    June 30, 2014

Invesco V.I. S&P 500 Index Fund
   Series I Shares                               Contractual     2.00%     July 1, 2012    June 30, 2013
   Series II Shares                              Contractual     2.25%     July 1, 2012    June 30, 2013

Invesco V.I. Small Cap Equity Fund
   Series I Shares                               Contractual     1.15%     July 1, 2005    April 30, 2013
   Series II Shares                              Contractual     1.40%     July 1, 2005    April 30, 2013

Invesco V.I. Small Cap Equity Fund
   Series I Shares                               Contractual     2.00%      May 1. 2013    June 30, 2014
   Series II Shares                              Contractual     2.25%      May 1, 2013    June 30, 2014

Invesco V.I. Technology Fund
   Series I Shares                               Contractual     1.30%    April 30, 2004   April 30, 2013
   Series II Shares                              Contractual     1.45%    April 30, 2004   April 30, 2013

Invesco V.I. Technology Fund
   Series I Shares                               Contractual     2.00%      May 1. 2013    June 30, 2014
   Series II Shares                              Contractual     2.25%      May 1, 2013    June 30, 2014

Invesco V.I. Utilities Fund
   Series I Shares                               Contractual     2.00%      May 1, 2012    June 30, 2013
   Series II Shares                              Contractual     2.25%      May 1, 2012    June 30, 2013

Invesco Van Kampen V.I. American Franchise Fund
   Series I Shares                               Contractual     0.90%     July 1, 2012    June 30, 2014
   Series II Shares                              Contractual     1.15%     July 1, 2012    June 30, 2014

Invesco Van Kampen V.I. American Value Fund
   Series I Shares                               Contractual     2.00%     July 1, 2012    June 30, 2013
   Series II Shares                              Contractual     2.25%     July 1, 2012    June 30, 2013

Invesco Van Kampen V.I. Comstock Fund
   Series I Shares                               Contractual     0.72%     July 1, 2012    April 30, 2013
   Series II Shares                              Contractual     0.97%     July 1, 2012    April 30, 2013


                                      19



                                                         as of February 6, 2013



                                                  CONTRACTUAL/  EXPENSE   EFFECTIVE DATE OF   EXPIRATION
FUND                                               VOLUNTARY   LIMITATION   CURRENT LIMIT        DATE
----                                              ------------ ---------- ----------------- --------------
                                                                                
Invesco Van Kampen V.I. Comstock Fund
   Series I Shares                                Contractual     0.78%      May 1. 2013    April 30, 2014
   Series II Shares                               Contractual     1.03%      May 1, 2013    April 30, 2014

Invesco Van Kampen V.I. Equity and Income Fund
   Series I Shares                                Contractual     1.50%     July 1, 2012    June 30, 2013
   Series II Shares                               Contractual     1.75%     July 1, 2012    June 30, 2013

Invesco Van Kampen V.I. Growth and Income Fund
   Series I Shares                                Contractual     0.72%     July 1, 2012    April 30, 2013
   Series II Shares                               Contractual     0.97%     July 1, 2012    April 30, 2013

Invesco Van Kampen V.I. Growth and Income Fund
   Series I Shares                                Contractual     0.78%      May 1. 2013    April 30, 2014
   Series II Shares                               Contractual     1.03%      May 1, 2013    April 30, 2014

Invesco Van Kampen V.I. Mid Cap Growth Fund
   Series I Shares                                Contractual     1.09%     July 1, 2012    June 30, 2014
   Series II Shares                               Contractual     1.34%     July 1, 2012    June 30, 2014

Invesco Van Kampen V.I. Value Opportunities Fund
   Series I Shares                                Contractual     1.30%    January 1, 2005  April 30, 2013
   Series II Shares                               Contractual     1.45%    January 1, 2005  April 30, 2013

Invesco Van Kampen V.I. Value Opportunities Fund
   Series I Shares                                Contractual     2.00%      May 1. 2013    June 30, 2014
   Series II Shares                               Contractual     2.25%      May 1, 2013    June 30, 2014


                                      20



                                                         as of February 6, 2013


                        EXHIBIT "D" - CLOSED-END FUNDS

                 INVESCO MUNICIPAL INCOME OPPORTUNITIES TRUST



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


                    INVESCO QUALITY MUNICIPAL INCOME TRUST



                                         CONTRACTUAL/  EXPENSE   EFFECTIVE DATE OF    EXPIRATION
FUND                                      VOLUNTARY   LIMITATION   CURRENT LIMIT         DATE
----                                     ------------ ---------- ----------------- ----------------
                                                                       
Invesco Quality Municipal Income Trust   Contractual     0.50%   October 15, 2012  October 31, 2014


                     INVESCO VALUE MUNICIPAL INCOME TRUST



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


                                      21



                                                                        77Q1(e)

                         INVESTMENT ADVISORY AGREEMENT

   THIS AGREEMENT is made this 15th day of October, 2012, by and between
Invesco Quality Municipal Income Trust, a Delaware statutory trust (the
"Trust"), and Invesco Advisers, Inc., a Delaware corporation (the "Adviser").

RECITALS

   WHEREAS, the Trust is registered under the Investment Company Act of 1940,
as amended (the "1940 Act"), as a closed-end management investment company;

   WHEREAS, the Adviser is registered under the Investment Advisers Act of
1940, as amended (the "Advisers Act"), as an investment adviser and engages in
the business of acting as an investment adviser;

   WHEREAS, the Trust and the Adviser desire to enter into an agreement to
provide for investment advisory services to the Trust upon the terms and
conditions hereinafter set forth;

   NOW THEREFORE, in consideration of the mutual covenants herein contained and
other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties agree as follows:

      1. ADVISORY SERVICES. The Adviser shall act as investment adviser for the
   Trust and shall, in such capacity, supervise all aspects of the Trust's
   operations, including the investment and reinvestment of cash, securities or
   other properties comprising the Trust's assets, subject at all times to the
   policies and control of the Board of Trustees. The Adviser shall give the
   Trust the benefit of its best judgment, efforts and facilities in rendering
   its services as investment adviser.

      2. INVESTMENT ANALYSIS AND IMPLEMENTATION. In carrying out its
   obligations under Section 1 hereof, the Adviser shall:

          (a) supervise all aspects of the operations of the Trust;

          (b) obtain and evaluate pertinent information about significant
       developments and economic, statistical and financial data, domestic,
       foreign or otherwise, whether affecting the economy generally or the
       Trust, and whether concerning the individual issuers whose securities
       are included in the assets of the Trust or the activities in which such
       issuers engage, or with respect to securities which the Adviser
       considers desirable for inclusion in the Trust's assets;

          (c) determine which issuers and securities shall be represented in
       the Trust's investment portfolios and regularly report thereon to the
       Board of Trustees;

          (d) formulate and implement continuing programs for the purchases and
       sales of the securities of such issuers and regularly report thereon to
       the Board of Trustees; and

          (e) take, on behalf of the Trust, all actions which appear to the
       Trust necessary to carry into effect such purchase and sale programs and
       supervisory functions as aforesaid, including but not limited to the
       placing of orders for the purchase and sale of securities for the Trust.



      3. SECURITIES LENDING DUTIES AND FEES. The Adviser agrees to provide the
   following services in connection with the securities lending activities of
   the Trust: (a) oversee participation in the securities lending program to
   ensure compliance with all applicable regulatory and investment guidelines;
   (b) assist the securities lending agent or principal (the "Agent") in
   determining which specific securities are available for loan; (c) monitor
   the Agent to ensure that securities loans are effected in accordance with
   the Adviser's instructions and with procedures adopted by the Board of
   Trustees; (d) prepare appropriate periodic reports for, and seek appropriate
   approvals from, the Board of Trustees with respect to securities lending
   activities; (e) respond to Agent inquiries; and (f) perform such other
   duties as necessary.

      As compensation for such services provided by the Adviser in connection
   with securities lending activities, the Trust shall pay the Adviser a fee
   equal to 25% of the net monthly interest or fee income retained or paid to
   the Trust from such activities.

      4. DELEGATION OF RESPONSIBILITIES. The Adviser is authorized to delegate
   any or all of its rights, duties and obligations under this Agreement to one
   or more sub-advisors, and may enter into agreements with sub-advisers, and
   may replace any such sub-advisors from time to time in its discretion, in
   accordance with the 1940 Act, the Advisers Act, and rules and regulations
   thereunder, as such statutes, rules and regulations are amended from time to
   time or are interpreted from time to time by the staff of the Securities and
   Exchange Commission ("SEC"), and if applicable, exemptive orders or similar
   relief granted by the SEC and upon receipt of approval of such sub-advisors
   by the Board of Trustees and by shareholders (unless any such approval is
   not required by such statutes, rules, regulations, interpretations, orders
   or similar relief).

      5. INDEPENDENT CONTRACTORS. The Adviser and any sub-advisors shall for
   all purposes herein be deemed to be independent contractors and shall,
   unless otherwise expressly provided or authorized, have no authority to act
   for or represent the Trust in any way or otherwise be deemed to be an agent
   of the Trust.

      6. CONTROL BY BOARD OF TRUSTEES. Any investment program undertaken by the
   Adviser pursuant to this Agreement, as well as any other activities
   undertaken by the Adviser on behalf of the Trust, shall at all times be
   subject to any directives of the Board of Trustees.

      7. COMPLIANCE WITH APPLICABLE REQUIREMENTS. In carrying out its
   obligations under this Agreement, the Advisor shall at all times conform to:

          (a) all applicable provisions of the 1940 Act and the Advisers Act
       and any rules and regulations adopted thereunder;

          (b) the provisions of the registration statement of the Trust, as the
       same may be amended from time to time under the Securities Act of 1933
       and the 1940 Act;

          (c) the provisions of the Trust's Declaration of Trust, as the same
       may be amended from time to time;

          (d) the provisions of the by-laws of the Trust, as the same may be
       amended from time to time; and

          (e) any other applicable provisions of state, federal or foreign law.

                                       2



      8. BROKER-DEALER RELATIONSHIPS. The Adviser is responsible for decisions
   to buy and sell securities for the Funds, broker-dealer selection, and
   negotiation of brokerage commission rates.

          (a) The Adviser's primary consideration in effecting a security
       transaction will be to obtain the best execution.

          (b) In selecting a broker-dealer to execute each particular
       transaction, the Adviser will take the following into consideration: the
       best net price available; the reliability, integrity and financial
       condition of the broker-dealer; the size of and the difficulty in
       executing the order; and the value of the expected contribution of the
       broker-dealer to the investment performance of the Trust on a continuing
       basis. Accordingly, the price to the Trust in any transaction may be
       less favorable than that available from another broker-dealer if the
       difference is reasonably justified by other aspects of the fund
       execution services offered.

          (c) Subject to such policies as the Board of Trustees may from time
       to time determine, the Adviser shall not be deemed to have acted
       unlawfully or to have breached any duty created by this Agreement or
       otherwise solely by reason of its having caused the Trust to pay a
       broker or dealer that provides brokerage and research services to the
       Adviser an amount of commission for effecting a fund investment
       transaction in excess of the amount of commission another broker or
       dealer would have charged for effecting that transaction, if the Adviser
       determines in good faith that such amount of commission was reasonable
       in relation to the value of the brokerage and research services provided
       by such broker or dealer, viewed in terms of either that particular
       transaction or the Adviser's overall responsibilities with respect to
       the Trust and to other clients of the Adviser as to which the Adviser
       exercises investment discretion. The Adviser is further authorized to
       allocate the orders placed by it on behalf of the Trust to such brokers
       and dealers who also provide research or statistical material, or other
       services to the Trust, to the Adviser, or to any sub-advisor. Such
       allocation shall be in such amounts and proportions as the Adviser shall
       determine and the Adviser will report on said allocations regularly to
       the Board of Trustees indicating the brokers to whom such allocations
       have been made and the basis therefor.

          (d) With respect to the Trust, to the extent the Adviser does not
       delegate trading responsibility to one or more sub-advisors, in making
       decisions regarding broker-dealer relationships, the Adviser may take
       into consideration the recommendations of any sub-advisor appointed to
       provide investment research or advisory services in connection with the
       Trust, and may take into consideration any research services provided to
       such sub-advisor by broker-dealers.

          (e) Subject to the other provisions of this Section 8, the 1940 Act,
       the Securities Exchange Act of 1934, and rules and regulations
       thereunder, as such statutes, rules and regulations are amended from
       time to time or are interpreted from time to time by the staff of the
       SEC, any exemptive orders issued by the SEC, and any other applicable
       provisions of law, the Adviser may select brokers or dealers with which
       it or the Trust are affiliated.

      9. COMPENSATION. The compensation that the Trust shall pay the Adviser is
   set forth in Appendix I attached hereto.

      10. EXPENSES OF THE TRUST. All of the ordinary business expenses incurred
   in the operations of the Trust and the offering of their shares shall be
   borne by the Trust

                                       3



   unless specifically provided otherwise in this Agreement. These expenses
   borne by the Trust include but are not limited to brokerage commissions,
   taxes, legal, accounting, auditing, or governmental fees, the cost of
   preparing share certificates, custodian, transfer and shareholder service
   agent costs, expenses of issue, sale, redemption and repurchase of shares,
   expenses of registering and qualifying shares for sale, expenses relating to
   trustees and shareholder meetings, the cost of preparing and distributing
   reports and notices to shareholders, the fees and other expenses incurred by
   the Funds in connection with membership in investment company organizations
   and the cost of printing copies of prospectuses and statements of additional
   information distributed to the Trust's shareholders.

      11. SERVICES TO OTHER COMPANIES OR ACCOUNTS. The Trust understands that
   the Adviser now acts, will continue to act and may act in the future as
   investment manager or adviser to fiduciary and other managed accounts, and
   as investment manager or adviser to other investment companies, including
   any offshore entities, or accounts, and the Trust has no objection to the
   Adviser so acting, provided that whenever the Trust and one or more other
   investment companies or accounts managed or advised by the Adviser have
   available funds for investment, investments suitable and appropriate for
   each will be allocated in accordance with a formula believed to be equitable
   to each company and account. The Trust recognizes that in some cases this
   procedure may adversely affect the size of the positions obtainable and the
   prices realized for the Funds.

      12. NON-EXCLUSIVITY. The Trust understands that the persons employed by
   the Adviser to assist in the performance of the Adviser's duties under this
   Agreement will not devote their full time to such service and nothing
   contained in this Agreement shall be deemed to limit or restrict the right
   of the Adviser or any affiliate of the Adviser to engage in and devote time
   and attention to other businesses or to render services of whatever kind or
   nature. The Trust further understands and agrees that officers or directors
   of the Adviser may serve as officers or trustees of the Trust, and that
   officers or trustees of the Trust may serve as officers or directors of the
   Adviser to the extent permitted by law; and that the officers and directors
   of the Adviser are not prohibited from engaging in any other business
   activity or from rendering services to any other person, or from serving as
   partners, officers, directors or trustees of any other firm or trust,
   including other investment advisory companies.

      13. EFFECTIVE DATE, TERM AND APPROVAL. This Agreement shall become
   effective with respect to the Trust, if approved by the shareholders of the
   Trust, on the date indicated above. If so approved, this Agreement shall
   thereafter continue in force and effect until two years after the date
   indicated above, and may be continued from year to year thereafter, provided
   that the continuation of the Agreement is specifically approved at least
   annually:

          (a) (i) by the Board of Trustees or (ii) by the vote of "a majority
       of the outstanding voting securities" of the Trust (as defined in
       Section 2(a)(42) of the 1940 Act); and

          (b) by the affirmative vote of a majority of the trustees who are not
       parties to this Agreement or "interested persons" (as defined in the
       1940 Act) of a party to this Agreement (other than as trustees of the
       Trust), by votes cast in person at a meeting specifically called for
       such purpose.

      14. TERMINATION. This Agreement may be terminated as to the Trust at any
   time, without the payment of any penalty, by vote of the Board of Trustees
   or by vote of a

                                       4



   majority of the outstanding voting securities of the Trust, or by the
   Adviser, on sixty (60) days' written notice to the other party. The notice
   provided for herein may be waived by the party entitled to receipt thereof.
   This Agreement shall automatically terminate in the event of its assignment,
   the term "assignment" for purposes of this paragraph having the meaning
   defined in Section 2(a)(4) of the 1940 Act.

      15. AMENDMENT. No amendment of this Agreement shall be effective unless
   it is in writing and signed by the party against which enforcement of the
   amendment is sought.

      16. LIABILITY OF ADVISER AND TRUST. In the absence of willful
   misfeasance, bad faith, gross negligence or reckless disregard of
   obligations or duties hereunder on the part of the Adviser or any of its
   officers, directors or employees, the Adviser shall not be subject to
   liability to the Trust or to any shareholder of the Trust for any act or
   omission in the course of, or connected with, rendering services hereunder
   or for any losses that may be sustained in the purchase, holding or sale of
   any security.

      17. LIABILITY OF SHAREHOLDERS. Notice is hereby given that, as provided
   by applicable law, the obligations of or arising out of this Agreement are
   not binding upon any of the shareholders of the Trust individually but are
   binding only upon the assets and property of the Trust and that the
   shareholders shall be entitled, to the fullest extent permitted by
   applicable law, to the same limitation on personal liability as shareholders
   of private corporations for profit.

      18. NOTICES. Any notices under this Agreement shall be in writing,
   addressed and delivered, telecopied or mailed postage paid, to the other
   party entitled to receipt thereof at such address as such party may
   designate for the receipt of such notice. Until further notice to the other
   party, it is agreed that the address of the Trust and that of the Adviser
   shall be 1555 Peachtree Street, N.E., Atlanta, Georgia 30309.

      19. QUESTIONS OF INTERPRETATION. Any question of interpretation of any
   term or provision of this Agreement having a counterpart in or otherwise
   derived from a term or provision of the 1940 Act or the Advisers Act shall
   be resolved by reference to such term or provision of the 1940 Act or the
   Advisers Act and to interpretations thereof, if any, by the United States
   Courts or in the absence of any controlling decision of any such court, by
   rules, regulations or orders of the SEC issued pursuant to said Acts. In
   addition, where the effect of a requirement of the 1940 Act or the Advisers
   Act reflected in any provision of the Agreement is revised by rule,
   regulation or order of the SEC, such provision shall be deemed to
   incorporate the effect of such rule, regulation or order. Subject to the
   foregoing, this Agreement shall be governed by and construed in accordance
   with the laws (without reference to conflicts of law provisions) of the
   State of Texas.

      20. LICENSE AGREEMENT. The Trust shall have the non-exclusive right to
   use the name "Invesco" to designate any current or future series of shares
   only so long as Invesco Advisers, Inc. serves as investment manager or
   adviser to the Trust with respect to such series of shares.

                                       5



   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.

                                     INVESCO QUALITY MUNICIPAL INCOME TRUST

Attest:

/s/ Peter A. Davidson               By:     /s/ John M. Zerr
-------------------------------             --------------------------------
     ASSISTANT SECRETARY
                                    Name:   John M. Zerr
(SEAL)                              Title:  Senior Vice President

Attest:                                         INVESCO ADVISERS, INC.

/s/ Peter A. Davidson               By:     /s/ John M. Zerr
-------------------------------             --------------------------------
     ASSISTANT SECRETARY
                                    Name:   John M. Zerr
(SEAL)                              Title:  Senior Vice President

                                       6



                                  APPENDIX I
                          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.



FUND                                                         ANNUAL RATE
----                                                         -----------
                                     
Invesco Quality Municipal Income Trust  0.27% as a percentage of average weekly 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).

                                       7



                                                               SUB-ITEM 77Q1(e)

                                AMENDMENT NO. 2
                                      TO
                         INVESTMENT ADVISORY AGREEMENT

   THIS Amendment dated September 25, 2012, amends the Investment Advisory
Agreement (the "Agreement") dated June 1, 2010, by and between the registered
investment companies as set forth on Appendix I (each, a "Fund" and
collectively, the "Funds"), as the same may be amended from time to time, and
Invesco Advisers, Inc., a Delaware corporation (the "Adviser").

RECITALS

   WHEREAS, the parties agree to amend the Agreement to (i) remove Invesco
California Municipal Income Trust, Invesco California Municipal Securities,
Invesco California Quality Municipal Securities, Invesco Municipal Income
Opportunities Trust, Invesco Municipal Income Opportunities Trust II, Invesco
Municipal Income Opportunities Trust III and Invesco New York Quality Municipal
Securities, all of which were redomesticated in the State of Delaware on
August 27, 2012; and (ii) increase the advisory fee payable by Invesco Quality
Municipal Income Trust and Invesco Value Municipal Income Trust, as approved by
shareholders on September 25, 2012;

   NOW THEREFORE, the parties agree as follows:

   1. Appendix I and II are deleted in their entirety and replaced with the
following:

                                  "APPENDIX I
                           FUNDS AND EFFECTIVE DATES

   ALL OF THE FUNDS REFERENCED BELOW ARE ORGANIZED AS MASSACHUSETTS BUSINESS
                                    TRUSTS.



NAME OF FUND                                EFFECTIVE DATE OF ADVISORY AGREEMENT
------------                                ------------------------------------
                                         
Invesco Value Municipal Bond Trust                      June 1, 2010
Invesco Value Municipal Income Trust                    June 1, 2010
Invesco Value Municipal Securities                      June 1, 2010
Invesco Value Municipal Trust                           June 1, 2010
Invesco Municipal Premium Income Trust                  June 1, 2010
Invesco Quality Municipal Income Trust                  June 1, 2010
Invesco Quality Municipal Investment Trust              June 1, 2010
Invesco Quality Municipal Securities                    June 1, 2010




                                  APPENDIX II
                          COMPENSATION TO THE ADVISER

EACH FUND SHALL PAY THE ADVISER, OUT OF THE ASSETS OF THE FUND, AS FULL
COMPENSATION FOR ALL SERVICES RENDERED, AN ADVISORY FEE FOR SUCH FUND SET FORTH
BELOW.



FUND                                                            ANNUAL RATE
----                                                            -----------
                                         
Invesco Value Municipal Bond Trust          0.27% as a percentage of average weekly net assets*
Invesco Value Municipal Income Trust        0.55% as a percentage of average weekly net assets**
Invesco Value Municipal Securities          0.27% as a percentage of average weekly net assets
Invesco Value Municipal Trust               0.27% as a percentage of average weekly net assets*
Invesco Municipal Premium Income Trust      0.40% as a percentage of average weekly net assets*
Invesco Quality Municipal Income Trust      0.55% as a percentage of average weekly net assets**
Invesco Quality Municipal Investment Trust  0.27% as a percentage of average weekly net assets*
Invesco Quality Municipal Securities        0.27% as a percentage of average weekly net assets*"

--------
*  For the purpose of calculating the advisory fee, the liquidation preference
   of any Preferred Shares issued by the Fund will not be deducted from the
   Fund's total assets. In addition, an amount up to the aggregate amount of
   any other borrowings may be included in the Fund's advisory fee calculation.
** Each of the Funds calculates its advisory fee as a percentage of its managed
   assets, which 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 Fund's financial statements for
   purposes of generally accepted accounting principles)."

                                       2



   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.

                                    ON BEHALF OF EACH FUND LISTED IN APPENDIX I

Attest:

/s/ Peter Davidson                  By:         /s/ John M. Zerr
-----------------------------                   --------------------------------
    ASSISTANT SECRETARY
                                    Name:       John M. Zerr
(SEAL)                              Title:      Senior Vice President

Attest:                                           INVESCO ADVISERS, INC.

/s/ Peter Davidson                  By:         /s/ John M. Zerr
-----------------------------                   --------------------------------
    ASSISTANT SECRETARY
                                    Name:       John M. Zerr
(SEAL)                              Title:      Senior Vice President

                                       3



                                                               Sub-Item 77Q1(e)

                    MASTER INTERGROUP SUB-ADVISORY CONTRACT

   This contract is made as of October 15, 2012, by and among Invesco Advisers,
Inc. (the "Adviser") and each of Invesco Canada Ltd.; Invesco Asset Management
Deutschland GmbH; Invesco Asset Management Limited; Invesco Asset Management
(Japan) Limited; Invesco Australia Limited; Invesco Hong Kong Limited; Invesco
Senior Secured Management, Inc., (each a "Sub-Adviser" and, collectively, the
"Sub-Advisers").

   WHEREAS:

      A) The Adviser has entered into an investment advisory agreement with
   Invesco Quality Municipal Income Trust (the "Trust"), a closed-end
   management investment company registered under the Investment Company Act of
   1940, as amended (the "1940 Act");

      B) The Adviser is authorized to delegate certain, any or all of its
   rights, duties and obligations under investment advisory agreements to
   sub-advisers, including sub-advisers that are affiliated with the Adviser;

      C) Each Sub-Adviser represents that it is registered with the
   U.S. Securities and Exchange Commission ("SEC") as an investment adviser
   under the Investment Advisers Act of 1940 ("Advisers Act"), or will be so
   registered prior to providing any services to any of the Funds under this
   Contract, and engages in the business of acting as an investment adviser; and

      D) The Sub-Advisers and their affiliates have personnel in various
   locations throughout the world and have been formed in part for the purpose
   of researching and compiling information and recommendations on the
   economies of various countries and securities of issuers located in such
   countries or on various types of investments and investment techniques, and
   providing investment advisory services in connection therewith.

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

      1. APPOINTMENT. The Adviser hereby appoints each Sub-Adviser as a
   sub-adviser of the Trust for the period and on the terms set forth herein.
   Each Sub-Adviser accepts such appointment and agrees to render the services
   herein set forth, for the compensation herein provided.

      2. DUTIES AS SUB-ADVISER. Subject to paragraph 7 below, the Adviser may,
   in its discretion, appoint each Sub-Adviser to perform one or more of the
   following services with respect to all or a portion of the investments of
   the Trust. The services and the portion of the investments of the Trust to
   be advised or managed by each Sub-Adviser shall be as agreed upon from time
   to time by the Adviser and the Sub-Advisers. Each Sub-Adviser shall pay the
   salaries and fees of all personnel of such Sub-Adviser performing services
   for the Trust related to research, statistical and investment activities.

      (a) INVESTMENT ADVICE. If and to the extent requested by the Adviser,
   each Sub-Adviser shall provide investment advice to the Trust and the
   Adviser with respect to all or a portion of the investments of the Trust or
   with respect to various investment techniques, and in connection with such
   advice shall furnish the Trust and the Adviser with such factual
   information, research reports and investment recommendations as the Adviser
   may reasonably require.



      (b) ORDER EXECUTION. If and to the extent requested by the Adviser, each
   Sub-Adviser shall place orders for the purchase and sale of portfolio
   securities or other investments for the Trust. In so doing, each Sub-Adviser
   agrees that it shall comply with paragraph 3 below.

      (c) DISCRETIONARY INVESTMENT MANAGEMENT. If and to the extent requested
   by the Adviser, each Sub-Adviser shall, subject to the supervision of the
   Trust's Board of Trustees (the "Board") and the Adviser, manage all or a
   portion of the investments of the Trust in accordance with the investment
   objectives, policies and limitations provided in the Trust's Registration
   Statement and such other limitations as the Trust or the Adviser may impose
   with respect to the Trust by notice to the applicable Sub-Adviser(s) and
   otherwise in accordance with paragraph 5 below. With respect to the portion
   of the investments of the Trust under its management, each Sub-Adviser is
   authorized to: (i) make investment decisions on behalf of the Trust with
   regard to any stock, bond, other security or investment instrument,
   including but not limited to foreign currencies, futures, options and other
   derivatives, and with regard to borrowing money; (ii) place orders for the
   purchase and sale of securities or other investment instruments with such
   brokers and dealers as the Sub-Adviser may select; and (iii) upon the
   request of the Adviser, provide additional investment management services to
   the Trust, including but not limited to managing the Trust's cash and cash
   equivalents and lending securities on behalf of the Trust. In selecting
   brokers or dealers to execute trades for the Trust, each Sub-Adviser will
   comply with its written policies and procedures regarding brokerage and
   trading, which policies and procedures shall have been approved by the
   Board. All discretionary investment management and any other activities of
   each Sub-Adviser shall at all times be subject to the control and direction
   of the Adviser and the Board.

      3. BROKER-DEALER RELATIONSHIPS. Each Sub-Adviser agrees that, in placing
   orders with brokers and dealers, it will attempt to obtain the best net
   result in terms of price and execution. Consistent with this obligation,
   each Sub-Adviser may, in its discretion, purchase and sell portfolio
   securities from and to brokers and dealers who sell shares of the Trust or
   provide the Trust, the Adviser's other clients, or a Sub-Adviser's other
   clients with research, analysis, advice and similar services. Each
   Sub-Adviser may pay to brokers and dealers, in return for such research and
   analysis, a higher commission or spread than may be charged by other brokers
   and dealers, subject to such Sub-Adviser determining in good faith that such
   commission or spread is reasonable in terms either of the particular
   transaction or of the overall responsibility of the Adviser and such
   Sub-Adviser to the Trust and their other clients and that the total
   commissions or spreads paid by the Trust will be reasonable in relation to
   the benefits to the Trust over the long term. In no instance will portfolio
   securities be purchased from or sold to a Sub-Adviser, or any affiliated
   person thereof, except in accordance with the applicable securities laws and
   the rules and regulations thereunder and any exemptive orders currently in
   effect. Whenever a Sub-Adviser simultaneously places orders to purchase or
   sell the same security on behalf of the Trust and one or more other accounts
   advised by such Sub-Adviser, such orders will be allocated as to price and
   amount among all such accounts in a manner believed to be equitable to each
   account.

      4. BOOKS AND RECORDS. Each Sub-Adviser will maintain all required books
   and records with respect to the securities transactions of the Trust, and
   will furnish the Board and the Adviser with such periodic and special
   reports as the Board or the Adviser reasonably may request. Each Sub-Adviser
   hereby agrees that all records which it maintains for the Adviser are the
   property of the Adviser, and agrees to preserve for the periods prescribed
   by applicable law any records which it maintains for the Adviser and which
   are required

                                       2



   to be maintained, and further agrees to surrender promptly to the Adviser
   any records which it maintains for the Adviser upon request by the Adviser.

      5. FURTHER DUTIES.

      (a) In all matters relating to the performance of this Contract, each
   Sub-Adviser will act in conformity with the Agreement and Declaration of
   Trust, By-Laws and Registration Statement of the Trust and with the
   instructions and directions of the Adviser and the Board and will comply
   with the requirements of the 1940 Act, the rules, regulations, exemptive
   orders and no-action positions thereunder, and all other applicable laws and
   regulations.

      (b) Each Sub-Adviser shall maintain compliance procedures for the Trust
   that it and the Adviser reasonably believe are adequate to ensure compliance
   with the federal securities laws (as defined in Rule 38a-1 under the 1940
   Act) and the investment objective(s) and policies as stated in the Trust's
   prospectuses and statements of additional information. Each Sub-Adviser at
   its expense will provide the Adviser or the Fund's Chief Compliance Officer
   with such compliance reports relating to its duties under this Contract as
   may be requested from time to time. Notwithstanding the foregoing, each
   Sub-Adviser will promptly report to the Adviser any material violations of
   the federal securities laws (as defined in Rule 38a-1 under the 1940 Act)
   that it is or should be aware of or of any material violation of the
   Sub-Adviser's compliance policies and procedures that pertain to the Trust.

      (c) Each Sub-Adviser at its expense will make available to the Board and
   the Adviser at reasonable times its portfolio managers and other appropriate
   personnel, either in person or, at the mutual convenience of the Adviser and
   the Sub-Adviser, by telephone, in order to review the investment policies,
   performance and other investment related information regarding the Trust and
   to consult with the Board and the Adviser regarding the Trust's investment
   affairs, including economic, statistical and investment matters related to
   the Sub-Adviser's duties hereunder, and will provide periodic reports to the
   Adviser relating to the investment strategies it employs. Each Sub-Adviser
   and its personnel shall also cooperate fully with counsel and auditors for,
   and the Chief Compliance Officer of, the Adviser and the Trust.

      (d) Each Sub-Adviser will assist in the fair valuation of portfolio
   securities held by the Trust. The Sub-Adviser will use its reasonable
   efforts to provide, based upon its own expertise, and to arrange with
   parties independent of the Sub-Adviser such as broker-dealers for the
   provision of, valuation information or prices for securities for which
   prices are deemed by the Adviser or the Trust's administrator not to be
   readily available in the ordinary course of business from an automated
   pricing service. In addition, each Sub-Adviser will assist the Trust and its
   agents in determining whether prices obtained for valuation purposes
   accurately reflect market price information relating to the assets of the
   Trust at such times as the Adviser shall reasonably request, including but
   not limited to, the hours after the close of a securities market and prior
   to the daily determination of the Trust's net asset value per share.

      (e) Each Sub-Adviser represents and warrants that it has adopted a code
   of ethics meeting the requirements of Rule 17j-1 under the 1940 Act and the
   requirements of Rule 204A-1 under the Advisers Act and has provided the
   Adviser and the Board a copy of such code of ethics, together with evidence
   of its adoption, and will promptly provide copies of any changes thereto,
   together with evidence of their adoption. Upon request of the Adviser, but
   in any event no less frequently than annually, each Sub-Adviser will supply
   the Adviser a written report that (A) describes any issues arising under the
   code

                                       3



   of ethics or procedures since the Sub-Adviser's last report, including but
   not limited to material violations of the code of ethics or procedures and
   sanctions imposed in response to the material violations; and (B) certifies
   that the procedures contained in the Sub-Adviser's code of ethics are
   reasonably designed to prevent "access persons" from violating the code of
   ethics.

      (f) Upon request of the Adviser, each Sub-Adviser will review draft
   reports to shareholders and other documents provided or available to it and
   provide comments on a timely basis. In addition, each Sub-Adviser and each
   officer and portfolio manager thereof designated by the Adviser will provide
   on a timely basis such certifications or sub-certifications as the Adviser
   may reasonably request in order to support and facilitate certifications
   required to be provided by the Trust's Principal Executive Officer and
   Principal Financial Officer and will adopt such disclosure controls and
   procedures in support of the disclosure controls and procedures adopted by
   the Trust as the Adviser, deems are reasonably necessary.

      (g) Unless otherwise directed by the Adviser or the Board, each
   Sub-Adviser will vote all proxies received in accordance with the Adviser's
   proxy voting policy or, if the Sub-Adviser has a proxy voting policy
   approved by the Board, the Sub-Adviser's proxy voting policy. Each
   Sub-Adviser shall maintain and shall forward to the Trust or its designated
   agent such proxy voting information as is necessary for the Trust to timely
   file proxy voting results in accordance with Rule 30b1-4 under the 1940 Act.

      (h) Each Sub-Adviser shall provide the Trust's custodian on each business
   day with information relating to all transactions concerning the assets of
   the Trust and shall provide the Adviser with such information upon request
   of the Adviser.

      6. SERVICES NOT EXCLUSIVE. The services furnished by each Sub-Adviser
   hereunder are not to be deemed exclusive and such Sub-Adviser shall be free
   to furnish similar services to others so long as its services under this
   Contract are not impaired thereby. Nothing in this Contract shall limit or
   restrict the right of any director, officer or employee of a Sub-Adviser,
   who may also be a Trustee, officer or employee of the Trust, to engage in
   any other business or to devote his or her time and attention in part to the
   management or other aspects of any other business, whether of a similar
   nature or a dissimilar nature.

      7. USE OF SUBSIDIARIES AND AFFILIATES. Each Sub-Adviser may perform any
   or all of the services contemplated hereunder, including but not limited to
   providing investment advice to the Trust pursuant to paragraph 2(a) above
   and placing orders for the purchase and sale of portfolio securities or
   other investments for the Trust pursuant to paragraph 2(b) above, directly
   or through such of its subsidiaries or other affiliates, including each of
   the other Sub-Advisers, as such Sub-Adviser shall determine; provided,
   however, that performance of such services through such subsidiaries or
   other affiliates shall have been approved, when required by the 1940 Act, by
   (i) a vote of a majority of the independent Trustees who are not parties to
   this Contract or "interested persons" (as defined in the 1940 Act) of a
   party to this Contract, other than as Board members ("Independent
   Trustees"), cast in person at a meeting called for the purpose of voting on
   such approval, and/or (ii) a vote of a majority of that Trust's outstanding
   voting securities.

      8. COMPENSATION.

      (a) The only fees payable to the Sub-Advisers under this Contract are for
   providing discretionary investment management services pursuant to
   paragraph 2(c) above. For such services, the Adviser will pay each
   Sub-Adviser a fee, computed daily and paid monthly, equal to (i) 40% of the
   monthly compensation that the Adviser receives from the Trust pursuant to
   its advisory agreement with the Trust, multiplied by (ii) the fraction

                                       4



   equal to the net assets of the Trust as to which the Sub-Adviser shall have
   provided discretionary investment management services pursuant to
   paragraph 2(c) above for that month divided by the net assets of the Trust
   for that month. This fee shall be payable on or before the last business day
   of the next succeeding calendar month. This fee shall be reduced to reflect
   contractual or voluntary fee waivers or expense limitations by the Adviser,
   if any, in effect from time to time as set forth in paragraph 9 below. In no
   event shall the aggregate monthly fees paid to the Sub-Advisers under this
   Contract exceed 40% of the monthly compensation that the Adviser receives
   from the Trust pursuant to its advisory agreement with the Trust, as reduced
   to reflect contractual or voluntary fee waivers or expense limitations by
   the Adviser, if any.

      (b) If this Contract becomes effective or terminates before the end of
   any month, the fees for the period from the effective date to the end of the
   month or from the beginning of such month to the date of termination, as the
   case may be, shall be prorated according to the proportion which such period
   bears to the full month in which such effectiveness or termination occurs.

      (c) If a Sub-Adviser provides the services under paragraph 2(c) above to
   the Trust for a period that is less than a full month, the fees for such
   period shall be prorated according to the proportion which such period bears
   to the applicable full month.

      9. FEE WAIVERS AND EXPENSE LIMITATIONS. If, for any fiscal year of the
   Trust, the amount of the advisory fee which such Trust would otherwise be
   obligated to pay to the Adviser is reduced because of contractual or
   voluntary fee waivers or expense limitations by the Adviser, the fee payable
   to each Sub-Adviser pursuant to paragraph 8 above shall be reduced
   proportionately; and to the extent that the Adviser reimburses the Trust as
   a result of such expense limitations, such Sub-Adviser shall reimburse the
   Adviser that proportion of such reimbursement payments which the fee payable
   to each Sub-Adviser pursuant to paragraph 8 above bears to the advisory fee
   payable to the Adviser pursuant to its advisory agreement with the Trust.

      10. LIMITATION OF LIABILITY OF SUB-ADVISER AND INDEMNIFICATION. No
   Sub-Adviser shall be liable for any costs or liabilities arising from any
   error of judgment or mistake of law or any loss suffered by the Trust in
   connection with the matters to which this Contract relates except a loss
   resulting from willful misfeasance, bad faith or gross negligence on the
   part of such Sub-Adviser in the performance by such Sub-Adviser of its
   duties or from reckless disregard by such Sub-Adviser of its obligations and
   duties under this Contract. Any person, even though also an officer,
   partner, employee, or agent of a Sub-Adviser, who may be or become a
   Trustee, officer, employee or agent of the Trust, shall be deemed, when
   rendering services to the Trust or acting with respect to any business of
   the Trust, to be rendering such service to or acting solely for the Trust
   and not as an officer, partner, employee, or agent or one under the control
   or direction of such Sub-Adviser even though paid by it.

      11. DURATION AND TERMINATION.

      (a) This Contract shall become effective with respect to each Sub-Adviser
   upon the later of the date hereabove written and the date that such
   Sub-Adviser is registered with the SEC as an investment adviser under the
   Advisers Act, if a Sub-Adviser is not so registered as of the date hereabove
   written; provided, however, that this Contract shall not take effect with
   respect to the Trust unless it has first been approved (i) by a vote of a
   majority of the Independent Trustees, cast in person at a meeting called for
   the

                                       5



   purpose of voting on such approval, and (ii) by vote of a majority of the
   Trust's outstanding voting securities, when required by the 1940 Act.

      (b) Unless sooner terminated as provided herein, this Contract shall
   continue in force and effect until two years after its effective date
   determined in 11(a). Thereafter, if not terminated, this Contract shall
   continue automatically for successive periods not to exceed twelve months
   each, provided that such continuance is specifically approved at least
   annually (i) by a vote of a majority of the Trust's Independent Trustees,
   cast in person at a meeting called for the purpose of voting on such
   approval, and (ii) by the Board or by vote of a majority of the outstanding
   voting securities of the Trust.

      (c) Notwithstanding the foregoing, with respect to the Trust or any
   Sub-Adviser(s), this Contract may be terminated at any time, without the
   payment of any penalty, (i) by vote of the Fund's Board or by a vote of a
   majority of the outstanding voting securities of the Trust on sixty days'
   written notice to such Sub-Adviser(s); or (ii) by the Adviser on sixty days'
   written notice to such Sub-Adviser(s); or (iii) by a Sub-Adviser on sixty
   days' written notice to the Trust. Should this Contract be terminated with
   respect to a Sub-Adviser, the Adviser shall assume the duties and
   responsibilities of such Sub-Adviser unless and until the Adviser appoints
   another Sub-Adviser to perform such duties and responsibilities. Termination
   of this Contract with respect to one or more Sub-Adviser(s) shall not affect
   the continued effectiveness of this Contract with respect to any remaining
   Sub-Adviser(s). This Contract will automatically terminate in the event of
   its assignment.

      12. AMENDMENT. No provision of this Contract may be changed, waived,
   discharged or terminated orally, but only by an instrument in writing signed
   by the party against which enforcement of the change, waiver, discharge or
   termination is sought, and, when required by the 1940 Act, no amendment of
   this Contract shall be effective until approved by vote of a majority of the
   Trust's outstanding voting securities.

      13. NOTICES. Any notices under this Contract shall be in writing,
   addressed and delivered, telecopied or mailed postage paid, to the other
   party entitled to receipt thereof at such address as such party may
   designate for the receipt of such notice. Until further notice to the other
   party, it is agreed that the address of the Trust and that of the Adviser
   shall be 1555 Peachtree Street, N.E., Atlanta, Georgia 30309. Until further
   notice to the other party, it is agreed that the address of each Sub-Adviser
   shall be set forth in Exhibit I attached hereto.

      14. GOVERNING LAW. This Contract shall be construed in accordance with
   the laws of the State of Texas and the 1940 Act. To the extent that the
   applicable laws of the State of Texas conflict with the applicable
   provisions of the 1940 Act, the latter shall control.

      15. MULTIPLE SUB-ADVISORY AGREEMENTS. This Contract has been signed by
   multiple parties; namely the Adviser, on one hand, and each Sub-Adviser, on
   the other. The parties have signed one document for administrative
   convenience to avoid a multiplicity of documents. It is understood and
   agreed that this document shall constitute a separate sub-advisory agreement
   between the Adviser and each Sub-Adviser with respect to the Trust, as if
   the Adviser and such Sub-Adviser had executed a separate sub-advisory
   agreement naming such Sub-Adviser as a sub-adviser to the Trust. With
   respect to any one Sub-Adviser, (i) references in this Contract to "a
   Sub-Adviser" or to "each Sub-Adviser" shall be deemed to refer only to such
   Sub-Adviser, and (ii) the term "this Contract" shall be construed according
   to the foregoing provisions.

                                       6



      16. MISCELLANEOUS. The captions in this Contract are included for
   convenience of reference only and in no way define or delimit any of the
   provisions hereof or otherwise affect their construction or effect. If any
   provision of this Contract shall be held or made invalid by a court
   decision, statute, rule or otherwise, the remainder of this Contract shall
   not be affected thereby. This Contract shall be binding upon and shall inure
   to the benefit of the parties hereto and their respective successors. Any
   question of interpretation of any term or provision of this Contract having
   a counterpart in or otherwise derived from a term or provision of the 1940
   Act or the Advisers Act shall be resolved by reference to such term or
   provision of the 1940 Act or the Advisers Act and to interpretations
   thereof, if any, by the United States Courts or in the absence of any
   controlling decision of any such court, by rules, regulations or orders of
   the SEC issued pursuant to said Acts. In addition, where the effect of a
   requirement of the 1940 Act or the Advisers Act reflected in any provision
   of the Contract is revised by rule, regulation or order of the SEC, such
   provision shall be deemed to incorporate the effect of such rule, regulation
   or order.

                                       7



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

                                          INVESCO ADVISERS, INC.

                                          Adviser

                                          BY:     /s/ John M. Zerr
                                                  ------------------------------
                                          NAME:   John M. Zerr
                                          TITLE:  Senior Vice President

                                       8



                                                            

INVESCO ASSET MANAGEMENT DEUTSCHLAND GMBH                    INVESCO ASSET MANAGEMENT LIMITED

Sub-Adviser                                                  Sub-Adviser

By:     /s/ Christian Puschmann   /s/ Jens Langewand         By:     /s/ G. J. Proudfoot
        ---------------------------------------------------          --------------------------------------------
Name:   Christian Puschmann      Jens Langewand              Name:   G. J. Proudfoot
Title:  Managing Director        Managing Director           Title:  Director

INVESCO ASSET MANAGEMENT (JAPAN) LIMITED                     INVESCO AUSTRALIA LIMITED

Sub-Adviser                                                  Sub-Adviser

By:     /s/ Masakazu Hasegawa                                By:     /s/ Nick Burrell     /s/ Mick O'Brien
        ---------------------------------------------------          --------------------------------------------
Name:   Masakazu Hasegawa                                    Name:   Nick Burrell        Mick O'Brien
Title:  Managing Director                                    Title:  Co Secretary        Chief Executive Officer

INVESCO HONG KONG LIMITED                                    INVESCO SENIOR SECURED MANAGEMENT, INC.

Sub-Adviser                                                  Sub-Adviser

By:     /s/ Fanny Lee             /s/ Gracie Liu             By:     /s/ Jeffrey H. Kupor
        ---------------------------------------------------          --------------------------------------------
Name:   Fanny Lee                Gracie Liu                  Name:   Jeffrey H. Kupor
Title:  Director                 Director                    Title:  Secretary & General Counsel

INVESCO CANADA LTD.

Sub-Adviser

By:     /s/ Eric Adelson
        ---------------------------------------------------
Name:   Eric Adelson
Title:  Senior Vice President; Head of Legal-Canada; CCO;
        and Secretary




                                       9



                                   EXHIBIT I

                           ADDRESSES OF SUB-ADVISERS

Invesco Asset Management Deutschland GmbH
An der Welle 5, 1st Floor
Frankfurt, Germany 60322

Invesco Asset Management Limited
30 Finsbury Square
London, United Kingdom
EC2A 1AG
ENGLAND

Invesco Asset Management (Japan) Limited
Roppongi Hills Mori Tower 14F
6-10-1 Roppongi, Minato-ku, Tokyo 106-6114

Invesco Australia Limited
333 Collins Street, Level 26
Melbourne Victoria 3000, Australia

Invesco Hong Kong Limited
32nd Floor
Three Pacific Place
1 Queen's Road East
Hong Kong

Invesco Senior Secured Management, Inc.
1166 Avenue of the Americas, 27th Floor
New York, NY 10036
USA

Invesco Canada Ltd.
5140 Yonge Street
Suite 900
Toronto, ON, M2N 6X7

                                      10

EX-99.77Q1G

                                                               Sub-Item 77Q1(g)

                         AGREEMENT AND PLAN OF MERGER

   THIS AGREEMENT AND PLAN OF MERGER ("Agreement") is adopted as of this 2nd
day of July, 2012 by and among (i) each of the Invesco closed-end registered
investment companies identified as a Merging Fund on Exhibit A hereto, each a
Delaware statutory trust (each a "Merging Fund"); (ii) each of the Invesco
closed-end registered investment companies identified as a Surviving Fund on
Exhibit A hereto, each a Delaware statutory trust (each a "Surviving Fund");
and (iii) Invesco Advisers, Inc. ("IAI"). The predecessor to each Merging Fund,
each a Massachusetts business trust except the predecessor to the Invesco High
Yield Investment Fund, Inc., which is a Maryland corporation (each a
"Predecessor Merging Fund"), and the predecessor to each Surviving Fund, each a
Massachusetts business trust (each a "Predecessor Surviving Fund"), joins this
agreement solely for the purposes of making the representations in paragraph
4.1 or 4.2, as applicable, and agreeing to be bound by paragraphs 5.1(a),
5.1(b), 5.1(d) and 5.1(i). Each Merging Fund and Surviving Fund are together
referred to herein as the "Funds" and each Predecessor Merging Fund and
Predecessor Surviving Fund are referred to individually as a "Predecessor Fund."

   WHEREAS, each Merging Fund and each Surviving Fund is a closed-end,
registered investment company of the management type; and

   WHEREAS, this Agreement is intended to be and is adopted as a "plan of
reorganization" with respect to each Merger (as defined below) within the
meaning of Section 368(a) of the United States Internal Revenue Code of 1986,
as amended (the "Code"), and Treasury Regulations Sections 1.368-2(g) and
1.368-3(a); and

   WHEREAS, each merger will consist of the merger of a Merging Fund into its
corresponding Surviving Fund, as set forth on Exhibit A, pursuant to the
provisions of the Delaware Statutory Trust Act, 12 Del. C. Section 3801, et
seq. (the "DSTA"), and will have the consequences described in Section 1.2
below (each such transaction, a "Merger" and collectively, the "Mergers"); and

   WHEREAS, a condition precedent to each Merger is the redomestication of the
Predecessor Merging Fund and the Predecessor Surviving Fund from a
Massachusetts business trust or Maryland corporation, as applicable, to a
Delaware statutory trust, which will include the transfer of all of the
Predecessor Fund's assets and assumption of all of the Predecessor Fund's
liabilities by the applicable Fund in exchange for the issuance by such Fund to
the Predecessor Fund of shares of beneficial interest of the Fund and the
distribution of those shares to the Predecessor Fund's shareholders (each a
"Redomestication");

   WHEREAS, the Boards of Trustees of each Surviving Fund and of each Merging
Fund have determined that the Merger is in the best interests of the Surviving
Fund and the Merging Fund, respectively, and the interests of the shareholders
of the Surviving Fund and the Merging Fund will not be diluted as a result of
the Merger;

   NOW, THEREFORE, in consideration of the premises and of the covenants and
agreements hereinafter set forth, and intending to be legally bound, the
parties hereto covenant and agree as follows:



1. DESCRIPTION OF THE MERGERS

   1.1. It is the intention of the parties hereto that each Merger described
herein shall be conducted separately from the others, and a party that is not a
party to a Merger shall incur no obligations, duties or liabilities, nor make
any representations, warranties or covenants, with respect to such Merger by
reason of being a party to this Agreement. If any one or more Mergers should
fail to be consummated, such failure shall not affect the other Mergers in any
way.

   1.2. Subject to the terms and conditions herein set forth and on the basis
of the representations and warranties contained herein, with respect to each
Merging Fund and its corresponding Surviving Fund, at the Closing Time (as
defined below), the Merging Fund shall be merged with and into the Surviving
Fund, the separate existence of the Merging Fund as a Delaware Statutory Trust
and registered investment company shall cease, and the Surviving Fund will be
the surviving entity for all purposes, including accounting purposes and for
purposes of presenting investment performance history.

   1.3. Upon the terms and subject to the conditions of this Agreement, on the
Closing Date (as defined below), the applicable parties shall cause the Merger
to be consummated by filing a certificate of merger (a "Certificate of Merger")
with the Secretary of State of the State of Delaware in accordance with
Section 3815 of the DSTA. The Merger shall become effective at 9:15 a.m.
Eastern Time, as shall be specified in a Certificate of Merger duly filed with
the Secretary of the State of Delaware, or at such later date or time as the
parties shall agree and specify in the Certificate of Merger (the "Closing
Time").

   1.4. As a result of operation of the applicable provisions of the DSTA, the
following events occur simultaneously at the Closing Time, except as otherwise
provided herein:

      (a) all of the assets, property, goodwill, rights, privileges, powers and
   franchises of the Merging Fund, including, without limitation, all cash,
   securities, commodities and futures interests, claims (whether absolute or
   contingent, known or unknown, accrued or unaccrued and including, without
   limitation, any interest in pending or future legal claims in connection
   with past or present portfolio holdings, whether in the form of class action
   claims, opt-out or other direct litigation claims, or regulator or
   government-established investor recovery fund claims, and any and all
   resulting recoveries), dividends or interest receivable, deferred or prepaid
   expenses shown as an asset on the books of the Merging Fund on the Closing
   Date, goodwill, contractual rights, originals or copies of all books and
   records of the Merging Fund and all intangible property that is owned by the
   Merging Fund (collectively, the "Merging Fund Assets") shall vest in the
   Surviving Fund, and all of the liabilities, debts, obligations, restrictions
   and duties of the Merging Fund (whether known or unknown, absolute or
   contingent, accrued or unaccrued and including, without limitation, any
   liabilities of the Merging Fund to indemnify the trustees or officers of the
   Merging Fund or any other persons under the Merging Fund's Declaration of
   Trust or otherwise, and including all liabilities, debts, obligations,
   restrictions and duties of the Predecessor Fund assumed by the Merging Fund
   pursuant to the Redomestication) (collectively, the "Merging Fund
   Liabilities") shall become the liabilities, debts, obligations, restrictions
   and duties of the Surviving Fund;

                                      2



      (b) Merging Fund common shares of beneficial interest (the "Merging Fund
   Common Shares") shall be converted into Surviving Fund common shares of
   beneficial interest (the "Surviving Fund Common Shares") and Merging Fund
   preferred shares of beneficial interest, if any (the "Merging Fund Preferred
   Shares"), shall be converted into Surviving Fund preferred shares of
   beneficial interest (the "Surviving Fund Preferred Shares"). Prior to the
   Closing Time or as soon as practicable thereafter, the Surviving Fund will
   open shareholder accounts on the share ledger records of the Surviving Fund
   in the names of and in the amounts due to the shareholders of the Merging
   Fund Common Shares and Merging Fund Preferred Shares (if any) based on their
   respective holdings in the Merging Fund as of the close of business on the
   Valuation Date, as more fully described in Section 3 below;

      (c) At the Closing Time, the agreement and declaration of trust and
   bylaws of the Surviving Fund in effect immediately prior to the Closing Time
   shall continue to be the agreement and declaration of trust and bylaws of
   the Surviving Fund, until and unless thereafter amended in accordance with
   their respective terms;

      (d) From and after the Closing Time, the trustees and officers of the
   Surviving Fund shall continue to be the trustees and officers of the
   combined Merging Fund and Surviving Fund, and such trustees and officers
   shall serve for such terms as are provided in the agreement and declaration
   of trust and the bylaws of the Surviving Fund; and

      (e) From and after the Closing Time, the Surviving Fund's investment
   objectives, strategies, policies and restrictions shall continue to be the
   investment objectives, strategies, policies and restrictions of the combined
   Merging Fund and Surviving Fund.

2. VALUATION

   2.1. Computations of value in connection with the Closing (as defined below)
of each Merger shall be as of immediately after the close of regular trading on
the New York Stock Exchange ("NYSE"), which shall reflect the declaration of
any dividends, on the business day immediately preceding the Closing Date (the
"Valuation Date").

   2.2. All computations of value of the Merging Fund, the Merging Fund Common
Shares, the Merging Fund Preferred Shares (if any), the Merging Fund Assets and
the Merging Fund Liabilities shall be made using the Merging Fund's valuation
procedures established by the Merging Fund's Board of Trustees. All
computations of value of the Surviving Fund, the Surviving Fund Common Shares,
the Surviving Fund Preferred Shares (if any) and the Surviving Fund's assets
and liabilities shall be made using the Surviving Fund's valuation procedures
established by the Surviving Fund's Board of Trustees.

3. CLOSING AND CLOSING DATE

   3.1. Each Merger shall close on August 27, 2012 or such other date as the
parties may agree with respect to any or all Mergers (the "Closing Date"). All
acts taking place at the closing of a Merger (the "Closing") shall be deemed to
take place simultaneously as of the Closing Time unless otherwise agreed to by
the parties. In the event that on the Valuation Date or the Closing

                                      3



Date (a) the NYSE or another primary trading market for portfolio securities of
the Merging Fund (each, an "Exchange") shall be closed to trading or trading
thereupon shall be restricted, or (b) trading or the reporting of trading on
such Exchange or elsewhere shall be disrupted so that, in the judgment of the
Board of Trustees of the Merging Fund or the corresponding Surviving Fund or
the authorized officers of either of such entities, accurate appraisal of the
value of the net assets of the Surviving Fund or the Merging Fund,
respectively, is impracticable, the Closing Date shall be postponed until the
first business day after the day when trading shall have been fully resumed and
reporting shall have been restored.

   3.2. With respect to each Merger:

      (a) The Merging Fund's portfolio securities, investments or other assets
   that are represented by a certificate or other written instrument shall be
   transferred and delivered by the Merging Fund as of the Closing Date, or as
   soon as reasonably practicable thereafter, to the Surviving Fund's custodian
   for the account of the Surviving Fund, duly endorsed in proper form for
   transfer and in such condition as to constitute good delivery thereof.

      (b) No later than the Closing, the Merging Fund shall provide the
   Surviving Fund or its transfer agent with the names, addresses, dividend
   reinvestment elections and tax withholding status of the Merging Fund
   shareholders as of the Valuation Date and the information and documentation
   maintained by the Merging Fund or its agents relating to the identification
   and verification of the Merging Fund shareholders under the USA PATRIOT Act
   and other applicable anti-money laundering laws, rules and regulations and
   such other information as the Surviving Fund may reasonably request. The
   Surviving Fund and its transfer agent shall have no obligation to inquire as
   to the validity, propriety or correctness of any such instruction,
   information or documentation, but shall, in each case, assume that such
   instruction, information or documentation is valid, proper, correct and
   complete.

      (c) The Surviving Fund shall issue and deliver to the Merging Fund a
   confirmation evidencing the Surviving Fund Common Shares and Surviving Fund
   Preferred Shares, if any, to be credited on the Closing Date, or provide
   other evidence satisfactory to the Merging Fund that such shares have been
   credited to the Merging Fund shareholders' accounts on the books of the
   Surviving Fund.

      (d) Surviving Fund Common Shares of an aggregate net asset value equal to
   the aggregate net asset value of the Merging Fund Common Shares shall be
   issued by the Surviving Fund to the holders of the Merging Fund Common
   Shares in exchange for all of the Merging Fund Common Shares. The aggregate
   net asset value of such shares shall be determined as set forth in Section 2
   above.

      (e) Surviving Fund Preferred Shares of an aggregate liquidation
   preference equal to the aggregate liquidation preference of the Merging Fund
   Preferred Shares shall be issued by the Surviving Fund to the holders of the
   Merging Fund Preferred Shares, if any, in exchange for all of the Merging
   Fund Preferred Shares. The terms of the

                                      4



   Surviving Fund Preferred Shares shall be substantially the same as the terms
   of the Merging Fund Preferred Shares.

      (f) The Surviving Fund shall not issue certificates representing
   Surviving Fund Common Shares in connection with the Merger. Any certificates
   representing ownership of Merging Fund Common Shares that remain outstanding
   at the Closing Time shall be deemed to be cancelled by operation of law and
   shall no longer evidence ownership of the Merging Fund or its shares.

4. REPRESENTATIONS AND WARRANTIES

   4.1. Each Merging Fund and Predecessor Merging Fund represents and warrants
to the corresponding Surviving Fund as follows:

      (a) The Merging Fund is duly formed as a statutory trust, validly
   existing, and in good standing under the laws of the State of Delaware with
   power under its agreement and declaration of trust and bylaws ("Governing
   Documents"), to own all of its Merging Fund Assets, to carry on its business
   as it is now being conducted and to enter into this Agreement and perform
   its obligations hereunder;

      (b) The Merging Fund is registered under the Investment Company Act of
   1940, as amended ("1940 Act"), as a closed-end management investment
   company, and such registration has not been revoked or rescinded and is in
   full force and effect;

      (c) No consent, approval, authorization, or order of any court,
   governmental authority, the Financial Industry Regulatory Authority
   ("FINRA") or any stock exchange on which shares of the Merging Fund are
   listed is required for the consummation by the Merging Fund of the
   transactions contemplated herein, except such as have been or will be
   obtained (at or prior to the Closing Time);

      (d) The Merging Fund is not obligated under any provision of its
   Governing Documents and is not a party to any contract or other commitment
   or obligation, and is not subject to any order or decree, which would be
   violated by its execution or performance under this Agreement, except
   insofar as the Funds have mutually agreed to amend such contract or other
   commitment or obligation to cure any potential violation as a condition
   precedent to the Merger;

      (e) The Merging Fund is authorized to issue an unlimited number of Common
   Shares and an unlimited number of Preferred Shares and all of the issued and
   outstanding shares of beneficial interest of the Merging Fund are, and on
   the Closing Date will be, duly authorized and validly issued and
   outstanding, fully paid and non-assessable by the Merging Fund and no
   shareholder of the Merging Fund will have any preemptive right of
   subscription or purchase in respect thereof and, in every state where
   offered or sold, such offers and sales by the Merging Fund have been in
   compliance in all material respects with applicable registration and/or
   notice requirements of the Securities Act of 1933, as amended (the "1933
   Act") and state and District of Columbia securities laws;

                                      5



      (f) Except as otherwise disclosed to and accepted by or on behalf of the
   Surviving Fund, the Merging Fund will on the Closing Date have good title to
   the Merging Fund Assets and have full right, power and authority to sell,
   assign, transfer and deliver such Merging Fund Assets free of adverse
   claims, including any liens or other encumbrances, and upon delivery and
   payment for such Merging Fund Assets, the Surviving Fund will acquire good
   title thereto, free of adverse claims and subject to no restrictions on the
   full transfer thereof, including, without limitation, such restrictions as
   might arise under the 1933 Act, provided that the Surviving Fund will
   acquire Merging Fund Assets that are segregated as collateral for the
   Merging Fund's derivative positions, including, without limitation, as
   collateral for swap positions and as margin for futures positions, subject
   to such segregation and liens that apply to such Merging Fund Assets;

      (g) The financial statements of the Merging Fund for the Merging Fund's
   most recently completed fiscal year have been audited by the independent
   registered public accounting firm appointed by the Merging Fund's Board of
   Trustees. Such statements, as well as the unaudited, semi-annual financial
   statements for the semi-annual period next succeeding the Merging Fund's
   most recently completed fiscal year, if any, were prepared in accordance
   with accounting principles generally accepted in the United States of
   America ("GAAP") consistently applied, and such statements present fairly,
   in all material respects, the financial condition of the Merging Fund as of
   such date in accordance with GAAP;

      (h) The Merging Fund has no known liabilities of a material nature,
   contingent or otherwise, other than those shown as belonging to it on its
   statement of assets and liabilities as of the Merging Fund's most recently
   completed fiscal year or half-year and those incurred in the ordinary course
   of the Merging Fund's business as an investment company since such date;

      (i) There are no material legal, administrative or other proceedings
   pending or, to the knowledge of the Merging Fund, threatened against the
   Merging Fund which assert liability or which may, if successfully prosecuted
   to their conclusion, result in liability on the part of the Merging Fund,
   other than as have been disclosed to the Surviving Fund;

      (j) The registration statement filed by the Surviving Fund on Form N-14,
   which includes, among other things, a proxy statement of the Merging Fund
   and a prospectus of the Surviving Fund with respect to the transactions
   contemplated herein (including the statement of additional information
   incorporated by reference therein, the "Joint Proxy Statement/Prospectus"),
   and any supplement or amendment thereto or to the documents included or
   incorporated by reference therein (collectively, as so amended or
   supplemented, the "N-14 Registration Statement"), on its effective date, at
   the time of the shareholders meeting called to vote on the proposals set
   forth in the Joint Proxy Statement/Prospectus and on the Closing Date,
   insofar as it relates to the Merging Fund, (i) complied or will comply in
   all material respects with the 1933 Act, the Securities Exchange Act of
   1934, as amended (the "1934 Act"), and the 1940 Act and the rules and
   regulations thereunder (ii) did not or will not contain any untrue statement
   of a material fact or omit any material fact required to be stated therein
   or necessary to make the

                                      6



   statements therein not misleading; and the Joint Proxy Statement/Prospectus,
   as of its date, at the time of the shareholders meeting called to vote on
   the proposals set forth therein and on the Closing Date, insofar as it
   relates to the Merging Fund, (i) complied or will comply in all material
   respects with the 1933 Act, the 1934 Act and the 1940 Act and the rules and
   regulations thereunder and (ii) did not or will not contain any untrue
   statement of a material fact or omit any material fact required to be stated
   therein or necessary to make the statements therein in light of the
   circumstances under which they were made, not misleading; provided, however,
   that the representations and warranties in this subsection shall apply only
   to statements in or omissions from the N-14 Registration Statement or the
   Joint Proxy Statement/Prospectus made in reliance upon and in conformity
   with information furnished by the Merging Fund for use in the N-14
   Registration Statement or the Joint Proxy Statement/Prospectus.

      (k) On the Closing Date, all material Returns (as defined below) of the
   Merging Fund required by law to have been filed by such date (including any
   extensions) shall have been filed and are or will be true, correct and
   complete in all material respects, and all Taxes (as defined below) shown as
   due or claimed to be due by any government entity shall have been paid or
   provision has been made for the payment thereof. To the Merging Fund's
   knowledge, no such Return is currently under audit by any federal, state,
   local or foreign Tax authority; no assessment has been asserted with respect
   to such Returns; there are no levies, liens or other encumbrances on the
   Merging Fund or its assets resulting from the non-payment of any Taxes; no
   waivers of the time to assess any such Taxes are outstanding nor are any
   written requests for such waivers pending; and adequate provision has been
   made in the Merging Fund financial statements for all Taxes in respect of
   all periods ended on or before the date of such financial statements. As
   used in this Agreement, "Tax" or "Taxes" means any tax, governmental fee or
   other like assessment or charge of any kind whatsoever (including, but not
   limited to, withholding on amounts paid to or by any person), together with
   any interest, penalty, addition to tax or additional amount imposed by any
   governmental authority (domestic or foreign) responsible for the imposition
   of any such tax. "Return" means reports, returns, information returns,
   elections, agreements, declarations, or other documents of any nature or
   kind (including any attached schedules, supplements and additional or
   supporting material) filed or required to be filed with respect to Taxes,
   including any claim for refund, amended return or declaration of estimated
   Taxes (and including any amendments with respect thereto);

      (l) The Merging Fund has elected to be a "regulated investment company"
   under Subchapter M of the Code and is a fund that is treated as a separate
   corporation under Section 851(g) of the Code. The Merging Fund has qualified
   for treatment as a regulated investment company for each taxable year since
   inception that has ended prior to the Closing Date and will have satisfied
   the requirements of Part I of Subchapter M of the Code to maintain such
   qualification for the period beginning on the first day of its current
   taxable year and ending on the Closing Date. The Merging Fund has no
   earnings or profits accumulated in any taxable year in which the provisions
   of Subchapter M of the Code did not apply to it. In order to (A) ensure
   continued qualification of the Merging Fund for treatment as a regulated
   investment company for tax purposes and (B) eliminate any tax liability of
   the Merging Fund arising by reason of undistributed investment

                                      7



   company taxable income or net capital gain, the Merging Fund, before the
   Closing Date, will declare on or prior to the Valuation Date to the
   shareholders of the Merging Fund a dividend or dividends that, together with
   all previous such dividends, shall have the effect of distributing (i) all
   of Merging Fund's investment company taxable income for the taxable year
   ended prior to the Closing Date and substantially all of such investment
   company taxable income for the final taxable year ending on the Closing Date
   (in each case determined without regard to any deductions for dividends
   paid); (ii) all of Merging Fund's net capital gain recognized in its taxable
   year ended prior to the Closing Date and substantially all of any such net
   capital gain recognized in such final taxable year (in each case after
   reduction for any capital loss carryover); and (iii) at least 90 percent of
   the excess, if any, of the Merging Fund's interest income excludible from
   gross income under Section 103(a) of the Code over its deductions disallowed
   under Sections 265 and 171(a)(2) of the Code for the taxable year prior to
   the Closing Date and at least 90 percent of such net tax-exempt income for
   such final taxable year;

      (m) The execution, delivery and performance of this Agreement will have
   been duly authorized prior to the Closing Date by all necessary action, if
   any, on the part of the Board of Trustees of the Merging Fund and, subject
   to the approval of the shareholders of the Funds and the due authorization,
   execution and delivery of this Agreement by IAI, this Agreement will
   constitute a valid and binding obligation of the Merging Fund enforceable in
   accordance with its terms, subject, as to enforcement, to bankruptcy,
   insolvency, reorganization, moratorium and other laws relating to or
   affecting creditors' rights and to general equity principles;

      (n) All of the issued and outstanding Merging Fund Common Shares were
   offered for sale and sold in conformity with all applicable federal and
   state securities laws.

      (o) The books and records of the Merging Fund are true and correct in all
   material respects and contain no material omissions with respect to
   information required to be maintained under the laws, rules and regulations
   applicable to the Merging Fund;

      (p) The Merging Fund is not under the jurisdiction of a court in a Title
   11 or similar case within the meaning of Section 368(a)(3)(A) of the Code;

      (q) The Merging Fund has no unamortized or unpaid organizational fees or
   expenses; and

      (r) There are no material contracts outstanding to which the Merging Fund
   is a party that have not been disclosed in the N-14 Registration Statement
   or that will not otherwise be disclosed to the Surviving Fund prior to the
   Closing Time.

   4.2. Each Surviving Fund and Predecessor Surviving Fund represents and
warrants to the corresponding Merging Fund as follows:

      (a) The Surviving Fund is duly formed as a statutory trust, validly
   existing, and in good standing under the laws of the State of Delaware, with
   power under its agreement and declaration of trust, as amended (the
   "Agreement and Declaration of

                                      8



   Trust"), to own all of its properties and assets and to carry on its
   business as it is now being, and as it is contemplated to be, conducted, and
   to enter into this Agreement and perform its obligations hereunder;

      (b) The Surviving Fund is registered under the 1940 Act as a closed-end
   management investment company, and such registration has not been revoked or
   rescinded and is in full force and effect;

      (c) No consent, approval, authorization, or order of any court,
   governmental authority, FINRA or any stock exchange on which shares of the
   Surviving Fund are listed is required for the consummation by the Surviving
   Fund of the transactions contemplated herein, except such as have been or
   will be obtained (at or prior to the Closing Time);

      (d) The financial statements of the Surviving Fund for the Surviving
   Fund's most recently completed fiscal year have been audited by the
   independent registered public accounting firm appointed by the Surviving
   Fund's Board of Trustees. Such statements, as well as the unaudited,
   semi-annual financial statements for the semi-annual period next succeeding
   the Surviving Fund's most recently completed fiscal year, if any, were
   prepared in accordance with GAAP consistently applied, and such statements
   present fairly, in all material respects, the financial condition of the
   Surviving Fund as of such date in accordance with GAAP;

      (e) The Surviving Fund has no known liabilities of a material nature,
   contingent or otherwise, other than those shown as belonging to it on its
   statement of assets and liabilities as of the Surviving Fund's most recently
   completed fiscal year or half-year and those incurred in the ordinary course
   of the Surviving Fund's business as an investment company since such date;

      (f) There are no material legal, administrative or other proceedings
   pending or, to the knowledge of Surviving Fund, threatened against Surviving
   Fund which assert liability or which may, if successfully prosecuted to
   their conclusion, result in liability on the part of Surviving Fund, other
   than as have been disclosed to the Merging Fund;

      (g) The N-14 Registration Statement, on its effective date, at the time
   of the shareholders meeting called to vote on the proposals set forth in the
   Joint Proxy Statement/Prospectus and on the Closing Date, (i) complied or
   will comply in all material respects with the 1933 Act, the 1934 Act and the
   1940 Act and the rules and regulations thereunder and (ii) did not or will
   not contain any untrue statement of a material fact or omit any material
   fact required to be stated therein or necessary to make the statements
   therein not misleading; and the Joint Proxy Statement/Prospectus, as of its
   date, at the time of the shareholders meeting called to vote on the
   proposals set forth therein and on the Closing Date (i) complied or will
   comply in all material respects with the 1933 Act, the 1934 Act and the 1940
   Act and regulations thereunder and (ii) did not or will not contain any
   untrue statement of a material fact or omit any material fact required to be
   stated therein or necessary to make the statements therein in light of the
   circumstances under which they were made, not misleading; provided, however,
   that the representations and warranties in this subsection shall not apply
   to statements in or omissions from the

                                      9



   N-14 Registration Statement or the Joint Proxy Statement/Prospectus made in
   reliance upon and in conformity with information furnished by the Merging
   Fund for use in the N-14 Registration Statement or the Joint Proxy
   Statement/Prospectus;

      (h) On the Closing Date, all material Returns of the Surviving Fund
   required by law to have been filed by such date (including any extensions)
   shall have been filed and are or will be true, correct and complete in all
   material respects, and all Taxes shown as due or claimed to be due by any
   government entity shall have been paid or provision has been made for the
   payment thereof. To the Surviving Fund's knowledge, no such Return is
   currently under audit by any federal, state, local or foreign Tax authority;
   no assessment has been asserted with respect to such Returns; there are no
   levies, liens or other encumbrances on the Surviving Fund or its assets
   resulting from the non-payment of any Taxes; and no waivers of the time to
   assess any such Taxes are outstanding nor are any written requests for such
   waivers pending; and adequate provision has been made in the Surviving Fund
   financial statements for all Taxes in respect of all periods ended on or
   before the date of such financial statements;

      (i) The Surviving Fund has elected to be a regulated investment company
   under Subchapter M of the Code and is a fund that is treated as a separate
   corporation under Section 851(g) of the Code. The Surviving Fund has
   qualified for treatment as a regulated investment company for each taxable
   year since inception that has ended prior to the Closing Date and will have
   satisfied the requirements of Part I of Subchapter M of the Code to maintain
   such qualification for the period beginning on the first day of its current
   taxable year and ending on the Closing Date. The Surviving Fund has no
   earnings or profits accumulated in any taxable year in which the provisions
   of Subchapter M of the Code did not apply to it;

      (j) All issued and outstanding Surviving Fund shares are, and on the
   Closing Date will be, duly authorized and validly issued and outstanding,
   fully paid and non-assessable by the Surviving Fund and, in every state
   where offered or sold, such offers and sales by the Surviving Fund have been
   in compliance in all material respects with applicable registration and/or
   notice requirements of the 1933 Act and state and District of Columbia
   securities laws or exemptions therefrom, and there will be a sufficient
   number of such shares registered under the 1933 Act or exempt from such
   registration and, as may be necessary, with applicable state securities
   commissions, to permit the issuances contemplated by this Agreement to be
   consummated;

      (k) The execution, delivery and performance of this Agreement will have
   been duly authorized prior to the Closing Date by all necessary action, if
   any, on the part of the Board of Trustees of the Surviving Fund and subject
   to the approval of the shareholders of the Funds and the due authorization,
   execution and delivery of this Agreement by IAI, this Agreement will
   constitute a valid and binding obligation of the Surviving Fund enforceable
   in accordance with its terms, subject, as to enforcement, to bankruptcy,
   insolvency, reorganization, moratorium and other laws relating to or
   affecting creditors' rights and to general equity principles;

                                      10



      (l) The Surviving Fund Common Shares and Surviving Fund Preferred Shares
   (if any) to be issued and delivered to the Merging Fund, for the account of
   the Merging Fund shareholders, pursuant to the terms of this Agreement, will
   on the Closing Date have been duly authorized and, when so issued and
   delivered, will be duly and validly issued shares of the Surviving Fund, and
   will be fully paid and non-assessable by the Surviving Fund and no
   shareholder of the Surviving Fund will have any preemptive right of
   subscription or purchase in respect thereof;

      (m) The books and records of the Surviving Fund are true and correct in
   all material respects and contain no material omissions with respect to
   information required to be maintained under the laws, rules and regulations
   applicable to the Surviving Fund;

      (n) The Surviving Fund is not under the jurisdiction of a court in a
   Title 11 or similar case within the meaning of Section 368(a)(3)(A) of the
   Code; and

      (o) The Surviving Fund has no unamortized or unpaid organizational fees
   or expenses for which it does not expect to be reimbursed by Invesco or its
   affiliates.

5. COVENANTS OF THE SURVIVING FUND AND THE MERGING FUND

   5.1. With respect to each Merger:

      (a) The Surviving Fund, the Merging Fund and the corresponding
   Predecessor Funds each: (i) will operate its business in the ordinary course
   and substantially in accordance with past practices between the date hereof
   and the Closing Date for the Merger, it being understood that such ordinary
   course of business may include the declaration and payment of customary
   dividends and distributions, and any other distribution that may be
   advisable, and (ii) shall use its reasonable best efforts to preserve intact
   its business organization and material assets and maintain the rights,
   franchises and business and customer relations necessary to conduct the
   business operations of the Surviving Fund, the Merging Fund or the
   corresponding Predecessor Fund, as appropriate, in the ordinary course in
   all material respects.

      (b) Each Fund and Predecessor Fund agrees to mail to its shareholders of
   record entitled to vote at the meeting of shareholders at which action is to
   be considered regarding this Agreement, in sufficient time to comply with
   requirements as to notice thereof, the Joint Proxy Statement/Prospectus
   applicable to such Fund, to call a meeting of such shareholders and to take
   all other action necessary to obtain approval of the transactions
   contemplated herein.

      (c) The Merging Fund will provide the Surviving Fund with (1) a statement
   of the respective tax basis and holding period of all investments to be
   transferred by the Merging Fund to the Surviving Fund, (2) a copy (which may
   be in electronic form) of the shareholder ledger accounts including, without
   limitation, the name, address and taxpayer identification number of each
   shareholder of record, the number of shares of beneficial interest held by
   each shareholder, the dividend reinvestment elections applicable to each
   shareholder, and the backup withholding and nonresident alien withholding
   certifications, notices or records on file with the Merging Fund with
   respect to each shareholder, for all

                                      11



   of the shareholders of record of the Merging Fund as of the close of
   business on the Valuation Date, who are to become holders of the Surviving
   Fund as a result of the transfer of Merging Fund Assets, certified by its
   transfer agent or its President or Vice-President to the best of their
   knowledge and belief, (3) the tax books and records of the Merging Fund for
   purposes of preparing any Returns required by law to be filed for tax
   periods ending after the Closing Date, and (4) if reasonably requested by
   the Surviving Fund in writing, all FASB ASC 740-10-25 (formerly FIN 48) work
   papers and supporting statements pertaining to the Merging Fund. The
   foregoing information to be provided within such timeframes as is mutually
   agreed by the parties. The Merging Fund agrees to cooperate with the
   Surviving Fund in filing any Return, amended return or claim for refund,
   determining a liability for taxes or a right to a refund of taxes or
   participating in or conducting any audit or other proceeding in respect of
   taxes. The Merging Fund agrees to retain for a period of seven (7) years
   following the Closing Date all Returns and work papers and all material
   records or other documents relating to tax matters for taxable periods
   ending on or before the Closing Date.

      (d) Subject to the provisions of this Agreement, the Surviving Fund, the
   Merging Fund and the corresponding Predecessor Funds will each take, or
   cause to be taken, all action, and do or cause to be done all things,
   reasonably necessary, proper or advisable to consummate and make effective
   the transactions contemplated by this Agreement.

      (e) It is the intention of the parties that each Merger will qualify as a
   reorganization with the meaning of Section 368(a)(1)(A) of the Code. None of
   the parties to a Merger shall take any action or cause any action to be
   taken (including, without limitation the filing of any tax Return) that is
   inconsistent with such treatment or results in the failure of such Merger to
   qualify as a reorganization within the meaning of Section 368(a)(1)(A) of
   the Code.

      (f) Any reporting responsibility of the Merging Fund, including, but not
   limited to, the responsibility for filing regulatory reports, tax Returns
   relating to tax periods ending on or prior to the Closing Date (whether due
   before or after the Closing Date), or other documents with the SEC, any
   state securities commission, and any federal, state or local tax authorities
   or any other relevant regulatory authority, is and shall remain the
   responsibility of the Merging Fund, except as otherwise is mutually agreed
   by the parties.

      (g) The Merging Fund undertakes that if the Merger is consummated, it
   will file an application pursuant to Section 8(f) of the 1940 Act for an
   order declaring that the Merging Fund has ceased to be a registered
   investment company.

      (h) The Surviving Fund and Predecessor Surviving Fund shall use their
   reasonable best efforts to cause the Surviving Fund Common Shares to be
   issued in the Merger to be approved for listing on each of the stock
   exchanges on which the corresponding Merging Fund Common Shares are listed.

                                      12



      (i) If the Merging Fund has outstanding Merging Fund Preferred Shares,
   the Surviving Fund shall use its reasonable best efforts to obtain a rating
   on the Surviving Fund Preferred Shares from at least one nationally
   recognized statistical rating organization ("NRSRO") and include in its
   governing documents terms relating to the Surviving Fund Preferred Shares
   that are either substantially the same as such terms included in the
   Governing Documents of the Merging Fund in respect of the Merging Fund
   Preferred Shares or substantially the same as such terms included in the
   Merging Fund Governing Documents except for such changes as required by any
   NRSRO rating the Surviving Fund Preferred Shares, prior to the Closing.

      (j) If the Merging Fund has outstanding Merging Fund Preferred Shares or
   the Surviving Fund has outstanding Surviving Fund Preferred Shares, the
   combined Merging Fund and Surviving Fund will satisfy all of its obligations
   set forth in the Surviving Fund's declaration of trust, statement of
   preferences of the Surviving Fund Preferred Shares, registration rights
   agreement relating to the Surviving Fund Preferred Shares and the Surviving
   Fund Preferred Shares certificate (including, without limitation,
   satisfaction of the effective leverage ratio and minimum asset coverage
   covenants set forth in its statement of preferences) immediately after
   Closing.

      (k) If the Merging Fund has outstanding Merging Fund Preferred Shares or
   the Surviving Fund has outstanding Surviving Fund Preferred Shares,
   immediately after closing the Surviving Fund Preferred Shares shall be rated
   at least AA-/Aa3 by each rating agency rating, at the request of the
   Surviving Fund, the Surviving Fund Preferred Shares.

6. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE MERGING FUND

   6.1. With respect to each Merger, the obligations of the Merging Fund to
consummate the transactions provided for herein shall be subject, at the
Merging Fund's election, to the performance by the Surviving Fund of all of the
obligations to be performed by it hereunder on or before the Closing Time, and,
in addition thereto, the following conditions:

      (a) All representations and warranties of the Surviving Fund and the
   Predecessor Surviving Fund contained in this Agreement shall be true and
   correct in all material respects as of the date hereof and, except as they
   may be affected by the transactions contemplated by this Agreement, as of
   the Closing Date, with the same force and effect as if made on and as of the
   Closing Date;

      (b) The Surviving Fund shall have delivered to the Merging Fund on the
   Closing Date a certificate executed in its name by its President or Vice
   President and Treasurer, in form and substance reasonably satisfactory to
   the Merging Fund and dated as of the Closing Date, to the effect that the
   representations and warranties of or with respect to the Surviving Fund and
   the Predecessor Surviving Fund made in this Agreement are true and correct
   at and as of the Closing Date, except as they may be affected by the
   transactions contemplated by this Agreement;

      (c) The Surviving Fund and the Predecessor Surviving Fund shall have

                                      13



   performed all of the covenants and complied with all of the provisions
   required by this Agreement to be performed or complied with by the Surviving
   Fund and the Predecessor Surviving Fund, on or before the Closing Date;

      (d) If the Merging Fund has outstanding Merging Fund Preferred Shares,
   the Surviving Fund shall have amended its governing documents to include
   terms relating to the Surviving Fund Preferred Shares that are either
   substantially identical to such terms included in the Governing Documents of
   the Merging Fund in respect of the Merging Fund Preferred Shares or
   substantially identical to such terms included in the Merging Fund Governing
   Documents except for such changes as required by any NRSRO rating the
   Surviving Fund Preferred Shares, and shall have obtained a rating on the
   Surviving Fund Preferred Shares from at least one NRSRO;

      (e) If the Surviving Fund has outstanding Surviving Fund Preferred
   Shares, immediately prior to Closing, the Surviving Fund Preferred Shares
   shall be rated at least AA-/Aa3 by each rating agency rating, at the request
   of the Surviving Fund; the Surviving Fund Preferred Shares; and

      (f) If the Surviving Fund has outstanding Surviving Fund Preferred
   Shares, the Surviving Fund shall have satisfied all of its obligations set
   forth in its declaration of trust, statement of preferences of the Surviving
   Fund Preferred Shares, registration rights agreement relating to the
   Surviving Fund Preferred Shares and the Surviving Fund Preferred Shares
   certificate (including, without limitation, satisfaction of the effective
   leverage ratio and minimum asset coverage covenants set forth in its
   statement of preferences) immediately prior to Closing.

7. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SURVIVING FUND

   7.1. With respect to each Merger, the obligations of the Surviving Fund to
consummate the transactions provided for herein shall be subject, at the
Surviving Fund's election, to the performance by the Merging Fund of all of the
obligations to be performed by it hereunder on or before the Closing Date and,
in addition thereto, the following conditions:

      (a) All representations and warranties of the Merging Fund and the
   Predecessor Merging Fund contained in this Agreement shall be true and
   correct in all material respects as of the date hereof and, except as they
   may be affected by the transactions contemplated by this Agreement, as of
   the Closing Date, with the same force and effect as if made on and as of the
   Closing Date;

      (b) The Merging Fund shall have delivered an unaudited statement of
   assets and liabilities and an unaudited schedule of investments as of the
   Valuation Date (together the "Closing Financial Statements") for the purpose
   of determining the number of Surviving Fund Common Shares and the number of
   Surviving Fund Preferred Shares, if any, to be issued to the Merging Fund's
   common shareholders and preferred shareholders, if any, and the Closing
   Financial Statements will fairly present the financial position of the
   Merging Fund as of the Valuation Date in conformity with GAAP applied on a
   consistent basis;

                                      14



      (c) The Merging Fund shall have delivered to the Surviving Fund on the
   Closing Date a certificate executed in its name by its President or Vice
   President and Treasurer, in form and substance reasonably satisfactory to
   the Surviving Fund and dated as of the Closing Date, to the effect that the
   representations and warranties of or with respect to the Merging Fund and
   the Predecessor Merging Fund made in this Agreement are true and correct at
   and as of the Closing Date, except as they may be affected by the
   transactions contemplated by this Agreement;

      (d) The Merging Fund and the Predecessor Merging Fund shall have
   performed all of the covenants and complied with all of the provisions
   required by this Agreement to be performed or complied with by the Merging
   Fund and the Predecessor Merging Fund, on or before the Closing Date;

      (e) The Merging Fund shall have declared and paid or cause to be paid a
   distribution or distributions prior to the Closing that, together with all
   previous distributions, shall have the effect of distributing to its
   shareholders (i) all of Merging Fund's investment company taxable income for
   the taxable year ended prior to the Closing Date and substantially all of
   such investment company taxable income for the final taxable year ending on
   the Closing Date (in each case determined without regard to any deductions
   for dividends paid); (ii) all of Merging Fund's net capital gain recognized
   in its taxable year ended prior to the Closing Date and substantially all of
   any such net capital gain recognized in such final taxable year (in each
   case after reduction for any capital loss carryover); and (iii) at least 90
   percent of the excess, if any, of the Merging Fund's interest income
   excludible from gross income under Section 103(a) of the Code over its
   deductions disallowed under Sections 265 and 171(a)(2) of the Code for the
   taxable year prior to the Closing Date and at least 90 percent of such net
   tax-exempt income for such final taxable year; and

      (f) If the Merging Fund has outstanding Merging Fund Preferred Shares,
   the Merging Fund shall have satisfied all of its obligations set forth in
   its declaration of trust, statement of preferences of the Merging Fund
   Preferred Shares, registration rights agreement relating to the Merging Fund
   Preferred Shares and the Merging Fund Preferred Shares certificate
   (including, without limitation, satisfaction of the effective leverage ratio
   and minimum asset coverage covenants set forth in its statement of
   preferences) immediately prior to Closing.

8. FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SURVIVING FUND AND THE
   MERGING FUND

   With respect to each Merger, if any of the conditions set forth below have
not been satisfied on or before the Closing Date with respect to the Merging
Fund or the Surviving Fund, the Merging Fund or the Surviving Fund,
respectively, shall, at its option, not be required to consummate the
transactions contemplated for such Merger by this Agreement:

   8.1. The Agreement shall have been approved by the requisite vote of the
holders of the outstanding Common Shares and Preferred Shares of each Fund, as
set forth in the N-14 Registration Statement. Notwithstanding anything herein
to the contrary, neither the Merging

                                      15



Fund nor the Surviving Fund may waive the conditions set forth in this
Section 8.1;

   8.2. On the Closing Date, no action, suit or other proceeding shall be
pending or, to the Merging Fund's or the Surviving Fund's knowledge, threatened
before any court or governmental agency in which it is sought to restrain or
prohibit, or obtain damages or other relief in connection with, this Agreement,
the transactions contemplated herein;

   8.3. All consents of other parties and all other consents, orders and
permits of federal, state and local regulatory authorities and national
securities exchanges for purposes of listing shares of the Funds, deemed
necessary by the Surviving Fund or the Merging Fund to permit consummation, in
all material respects, of the transactions contemplated hereby shall have been
obtained, except where failure to obtain any such consent, order or permit
would not involve a risk of a material adverse effect on the assets or
properties of the Surviving Fund or the Merging Fund, provided that either
party hereto may for itself waive any of such conditions;

   8.4. The N-14 Registration Statement shall have become effective under the
1933 Act and no stop orders suspending the effectiveness thereof shall have
been issued and, to the best knowledge of the parties hereto, no investigation
or proceeding for that purpose shall have been instituted or be pending,
threatened or known to be contemplated under the 1933 Act; and

   8.5. The Merging Fund and the Surviving Fund shall have received on or
before the Closing Date an opinion of Stradley Ronon Stevens & Young, LLP
("Stradley Ronon") in form and substance reasonably acceptable to the Merging
Fund and the Surviving Fund, as to the matters set forth on Schedule 8.5. In
rendering such opinion, Stradley Ronon may request and rely upon
representations contained in certificates of officers of the Merging Fund, the
Surviving Fund, IAI and others, and the officers of the Merging Fund, the
Surviving Fund and IAI shall use their best efforts to make available such
truthful certificates.

   8.6. If the Merging Fund has outstanding Merging Fund Preferred Shares, the
Merging Fund and the Surviving Fund shall have received on or before the
Closing Date an opinion of Skadden, Arps, Slate, Meagher & Flom LLP ("Skadden")
in form and substance reasonably acceptable to the Merging Fund and the
Surviving Fund, as to the matters set forth on Schedule 8.6. In rendering such
opinion, Skadden may request and rely upon representations contained in
certificates of officers of the Merging Fund, the Surviving Fund, IAI and
others, and the officers of the Merging Fund, the Surviving Fund and IAI shall
use their best efforts to make available such truthful certificates.

   8.7. The shareholders of each of the Merging Fund and the Surviving Fund
shall have approved the Redomestication of such fund to a Delaware statutory
trust, as described in the proxy materials related to such Redomestication
(including the N-14 Registration Statement), and each such Redomestication
shall have been consummated.

9. FEES AND EXPENSES

   9.1. Each Fund will bear its expenses relating to its Merger provided that
1) the Fund is expected to recoup those costs within 24 months following the
Merger as a result of reduced total annual fund operating expenses based on
estimates prepared by the Adviser and discussed with the Board and 2) the
Fund's total annual fund operating expenses did not exceed the

                                      16



expense limit under the expense limitation arrangement in place with IAI at the
time such expenses were discussed with the Board. The Fund will bear these
expenses regardless of whether its Merger is consummated, subject to any
expense limitation arrangement in place with IAI. IAI will bear the Merger
costs of any Fund that does not meet the foregoing threshold.

10.  FINAL TAX RETURNS AND FORMS 1099 OF MERGING FUND

   10.1. After the Closing Date, except as otherwise agreed to by the parties,
the Merging Fund shall or shall cause its agents to prepare any federal, state
or local tax Returns, including any Forms 1099, required to be filed by the
Merging Fund with respect to its final taxable year ending on the Closing Date
and for any prior periods or taxable years and shall further cause such tax
Returns and Forms 1099 to be duly filed with the appropriate taxing authorities.

11.  ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES AND COVENANTS

   11.1. The representations, warranties and covenants of the Funds and IAI
contained in this Agreement or in any document delivered pursuant hereto or in
connection herewith shall not survive the consummation of the transactions
contemplated hereunder; provided that the covenants to be performed after the
Closing shall survive the Closing. The representations, warranties and
covenants of each Predecessor Fund contained in this Agreement or in any
document delivered pursuant hereto or in connection herewith shall not survive
the consummation of the Redomestication of such Predecessor Fund.

12.  TERMINATION

   With respect to each Merger, this Agreement may be terminated and the
transactions contemplated hereby may be abandoned (i) by mutual agreement of
the Merging Fund and the corresponding Surviving Fund, (ii) by the Merging Fund
if any condition of the Surviving Fund's obligations set forth in this
Agreement has not been fulfilled or waived by the Merging Fund, or (iii) by the
Surviving Fund if any condition of the Merging Fund's obligations set forth in
this Agreement has not been fulfilled or waived by the Surviving Fund,
notwithstanding approval thereof by such Funds' shareholders, if circumstances
should develop that, in such parties judgment, make proceeding with this
Agreement inadvisable.

13.  AMENDMENTS

   This Agreement may be amended, modified or supplemented in such manner as
may be mutually agreed upon in writing by the parties; provided, however, that
following the approval of this Agreement by shareholders of a Merging Fund
and/or its corresponding Surviving Fund, no such amendment may have the effect
of changing the provisions for determining the number of Surviving Fund shares
to be paid to that Merging Fund's shareholders under this Agreement to the
detriment of such Merging Fund shareholders or shall otherwise materially amend
the terms of this agreement without their further approval.

14.  HEADINGS; GOVERNING LAW; COUNTERPARTS; ASSIGNMENT; LIMITATION OF LIABILITY

   14.1. The Article and Section headings contained in this Agreement are for
reference

                                      17



purposes only and shall not affect in any way the meaning or interpretation of
this Agreement.

   14.2. This Agreement shall be governed by and construed in accordance with
the laws of the State of Delaware and applicable federal law, without regard to
its principles of conflicts of laws.

   14.3. This Agreement shall bind and inure with respect to each Merger to the
benefit of the parties to the Merger and their respective successors and
assigns, but no assignment or transfer hereof or of any rights or obligations
hereunder shall be made by any such party without the written consent of the
other parties to such Merger. Nothing herein expressed or implied is intended
or shall be construed to confer upon or give any person, firm or corporation,
other than the parties with respect to such Merger and their respective
successors and assigns, any rights or remedies under or by reason of this
Agreement.

   14.4. This agreement may be executed in any number of counterparts, each of
which shall be considered an original.

   14.5. It is expressly agreed that the obligations of the parties hereunder
shall not be binding upon any of their respective directors or trustees,
shareholders, nominees, officers, agents, or employees personally, but shall
bind only the property of the applicable Merging Fund or the applicable
Surviving Fund as provided in the Governing Documents of the Merging Fund or
the Agreement and Declaration of Trust of the Surviving Fund, respectively. The
execution and delivery by such officers shall not 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 property of such party.

   14.6. Any notice, report, statement or demand required or permitted by any
provisions of this Agreement shall be in writing and shall be given by fax or
certified mail addressed to the Merging Fund and the Surviving Fund, each at
1555 Peachtree Street, N.E. Atlanta, GA 30309, Attention: Secretary, fax number
404-962-8357.

       IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
approved on behalf of the Surviving Fund and Merging Fund.

INVESCO ADVISERS, INC.                 INVESCO VALUE MUNICIPAL INCOME TRUST,
                                       INVESCO VALUE MUNICIPAL BOND TRUST,
By:  /s/ John M. Zerr                  INVESCO VALUE MUNICIPAL SECURITIES,
     -----------------------------     INVESCO VALUE MUNICIPAL TRUST,
     Name: John M. Zerr                INVESCO MUNICIPAL INCOME
     Title: Senior Vice President      OPPORTUNITIES TRUST, INVESCO
                                       MUNICIPAL INCOME OPPORTUNITIES TRUST
                                       II, INVESCO MUNICIPAL INCOME
                                       OPPORTUNITIES TRUST III, INVESCO
                                       QUALITY MUNICIPAL INCOME TRUST,
                                       INVESCO QUALITY MUNICIPAL INVESTMENT
                                       TRUST, INVESCO QUALITY MUNICIPAL
                                       SECURITIES, INVESCO VAN KAMPEN
                                       CALIFORNIA VALUE MUNICIPAL INCOME
                                       TRUST, INVESCO CALIFORNIA MUNICIPAL

                                      18



                                     INCOME TRUST, INVESCO CALIFORNIA QUALITY
                                     MUNICIPAL SECURITIES, INVESCO CALIFORNIA
                                     MUNICIPAL SECURITIES, INVESCO VAN KAMPEN
                                     HIGH INCOME TRUST II, INVESCO HIGH YIELD
                                     INVESTMENTS FUND, INC., INVESCO VAN KAMPEN
                                     MUNICIPAL OPPORTUNITY TRUST, INVESCO
                                     MUNICIPAL PREMIUM INCOME TRUST, INVESCO
                                     VAN KAMPEN SELECT SECTOR MUNICIPAL TRUST,
                                     INVESCO VAN KAMPEN TRUST FOR VALUE
                                     MUNICIPALS, INVESCO VAN KAMPEN TRUST FOR
                                     INVESTMENT GRADE NEW YORK MUNICIPALS,
                                     INVESCO NEW YORK QUALITY MUNICIPAL
                                     SECURITIES, INVESCO VAN KAMPEN MUNICIPAL
                                     TRUST, INVESCO VAN KAMPEN MASSACHUSETTS
                                     VALUE MUNICIPAL INCOME TRUST, INVESCO VAN
                                     KAMPEN OHIO QUALITY MUNICIPAL TRUST, AND
                                     INVESCO VAN KAMPEN TRUST FOR INVESTMENT
                                     GRADE NEW JERSEY MUNICIPALS

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

                                      19



                                                               Sub-Item 77Q1(g)

                                   EXHIBIT A

                               CHART OF MERGERS



         SURVIVING FUND (AND SHARE CLASSES)               CORRESPONDING MERGING FUND (AND SHARE CLASSES)
-----------------------------------------------------    -------------------------------------------------
                                                      
INVESCO VALUE MUNICIPAL INCOME TRUST                     INVESCO VALUE MUNICIPAL BOND TRUST
   Common Shares                                            Common Shares
   Preferred Shares                                         Preferred Shares
INVESCO VALUE MUNICIPAL INCOME TRUST                     INVESCO VALUE MUNICIPAL SECURITIES
   Common Shares                                            Common Shares
INVESCO VALUE MUNICIPAL INCOME TRUST                     INVESCO VALUE MUNICIPAL TRUST
   Common Shares                                            Common Shares
   Preferred Shares                                         Preferred Shares
INVESCO MUNICIPAL INCOME OPPORTUNITIES TRUST             INVESCO MUNICIPAL INCOME OPPORTUNITIES TRUST II
   Common Shares                                            Common Shares
INVESCO MUNICIPAL INCOME OPPORTUNITIES TRUST             INVESCO MUNICIPAL INCOME OPPORTUNITIES TRUST III
   Common Shares                                            Common Shares
INVESCO QUALITY MUNICIPAL INCOME TRUST                   INVESCO QUALITY MUNICIPAL INVESTMENT TRUST
   Common Shares                                            Common Shares
   Preferred Shares                                         Preferred Shares
INVESCO QUALITY MUNICIPAL INCOME TRUST                   INVESCO QUALITY MUNICIPAL SECURITIES
   Common Shares                                            Common Shares
   Preferred Shares                                         Preferred Shares
INVESCO VAN KAMPEN CALIFORNIA VALUE MUNICIPAL INCOME     INVESCO CALIFORNIA MUNICIPAL INCOME TRUST
TRUST
   Common Shares                                            Common Shares
   Preferred Shares                                         Preferred Shares
INVESCO VAN KAMPEN CALIFORNIA VALUE MUNICIPAL INCOME     INVESCO CALIFORNIA QUALITY MUNICIPAL SECURITIES
TRUST
   Common Shares                                            Common Shares
   Preferred Shares                                         Preferred Shares
INVESCO VAN KAMPEN CALIFORNIA VALUE MUNICIPAL INCOME     INVESCO CALIFORNIA MUNICIPAL SECURITIES
TRUST
   Common Shares                                            Common Shares
INVESCO VAN KAMPEN HIGH INCOME TRUST II                  INVESCO HIGH YIELD INVESTMENTS FUND, INC.
   Common Shares                                            Common Shares
INVESCO VAN KAMPEN MUNICIPAL OPPORTUNITY TRUST           INVESCO MUNICIPAL PREMIUM INCOME TRUST
   Common Shares                                            Common Shares
   Preferred Shares                                         Preferred Shares






          SURVIVING FUND (AND SHARE CLASSES)                CORRESPONDING MERGING FUND (AND SHARE CLASSES)
-------------------------------------------------------    --------------------------------------------------
                                                        
INVESCO VAN KAMPEN MUNICIPAL OPPORTUNITY TRUST             INVESCO VAN KAMPEN SELECT SECTOR MUNICIPAL TRUST
   Common Shares                                              Common Shares
   Preferred Shares                                           Preferred Shares
INVESCO VAN KAMPEN MUNICIPAL OPPORTUNITY TRUST             INVESCO VAN KAMPEN TRUST FOR VALUE MUNICIPALS
   Common Shares                                              Common Shares
   Preferred Shares                                           Preferred Shares
INVESCO VAN KAMPEN TRUST FOR INVESTMENT GRADE NEW YORK     INVESCO NEW YORK QUALITY MUNICIPAL SECURITIES
MUNICIPALS
   Common Shares                                              Common Shares
   Preferred Shares                                           Preferred Shares
INVESCO VAN KAMPEN MUNICIPAL TRUST                         INVESCO VAN KAMPEN MASSACHUSETTS VALUE MUNICIPAL
                                                           INCOME TRUST
   Common Shares                                              Common Shares
   Preferred Shares                                           Preferred Shares
INVESCO VAN KAMPEN MUNICIPAL TRUST                         INVESCO VAN KAMPEN OHIO QUALITY MUNICIPAL TRUST
   Common Shares                                              Common Shares
   Preferred Shares                                           Preferred Shares
INVESCO VAN KAMPEN MUNICIPAL TRUST                         INVESCO VAN KAMPEN TRUST FOR INVESTMENT GRADE NEW
                                                           JERSEY MUNICIPALS
   Common Shares                                              Common Shares
   Preferred Shares                                           Preferred Shares


                                      21



SCHEDULE 8.5

                                  TAX OPINION

   (i) The acquisition by Surviving Fund of all of the assets of Merging Fund
in exchange for Surviving Fund shares and the assumption of the liabilities of
Merging Fund through a statutory merger will qualify as a reorganization within
the meaning of Section 368(a)(1)(A) of the Code and the Surviving Fund and
Merging Fund will each be a "party to a reorganization" within the meaning of
Section 368(b) of the Code.

   (ii) No gain or loss will be recognized by Merging Fund on the transfer of
its assets to, and the assumption of Merging Fund liabilities by, Surviving
Fund in exchange for Surviving Fund shares pursuant to Sections 361(a) and
357(a) of the Code.

   (iii) No gain or loss will be recognized by Surviving Fund on the receipt of
the Merging Fund assets in exchange for Surviving Fund shares and the
assumption by Surviving Fund of any liabilities of Merging Fund pursuant to
Section 1032(a) of the Code.

   (iv) No gain or loss will be recognized by Merging Fund upon the
distribution of Surviving Fund shares to the shareholders of Merging Fund
pursuant to Section 361(c) of the Code.

   (v) The tax basis of the Merging Fund assets received by the Surviving Fund
will be the same as the tax basis of such assets in the hands of the Merging
Fund immediately prior to the transfer pursuant to Section 362(b) of the Code.

   (vi) The holding periods of the Merging Fund assets in the hands of the
Surviving Fund will include the periods during which such assets were held by
the Merging Fund pursuant to Section 1223(2) of the Code.

   (vii) No gain or loss will be recognized by the shareholders of Merging Fund
on the receipt of Surviving Fund shares solely in exchange for Surviving Fund
shares pursuant to Section 354(a)(1) of the Code.

   (viii) The aggregate tax basis in Surviving Fund shares received by a
shareholder of the Merging Fund will be the same as the aggregate tax basis of
Merging Fund shares surrendered in exchange therefor pursuant to
Section 358(a)(1) of the Code.

   (ix) The holding period of Surviving Fund shares received by a shareholder
of the Merging Fund will include the holding period of the Merging Fund shares
surrendered in exchange therefor, provided that the shareholder held Merging
Fund shares as a capital asset on the Closing Date pursuant to Section 1223(1)
of the Code.

   (x) For purposes of Section 381 of the Code, the Surviving Fund will succeed
to and take into account, as of the date of the transfer as defined in
Section 1.381(b)-1(b) of the income tax regulations issued by the United States
Department of the Treasury (the "Income Tax Regulations"), the items of the
Merging Fund described in Section 381(c) of the Code, subject to

                                      22



the conditions and limitations specified in Sections 381, 382, 383 and 384 of
the Code and the Income Tax Regulations thereunder.

   The foregoing opinion may state that no opinion is expressed as to the
effect of the Merger on a Merging Fund, Surviving Fund or any Merging Fund
Shareholder with respect to any asset as to which unrealized gain or loss is
required to be recognized for federal income tax purposes at the end of a
taxable year (or on the termination or transfer thereof) under a mark-to-market
system of accounting.

                                      23



SCHEDULE 8.6

                            PREFERRED SHARE OPINION

The VMTP Shares issued by the Surviving Fund in the Merger in exchange for
Merging Fund VMTP Shares will be treated as equity of the Surviving Fund for
U.S. federal income tax purposes.

                                      24