<DOCUMENT>
<TYPE>EX-99.77Q1G
<SEQUENCE>8
<FILENAME>dex9977q1g.txt
<DESCRIPTION>EX-99.77Q1G
<TEXT>
<PAGE>

                                                               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:

<PAGE>

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 -

<PAGE>

      (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 -

<PAGE>

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 -

<PAGE>

   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 -

<PAGE>

      (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 -

<PAGE>

   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 -

<PAGE>

   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 -

<PAGE>

   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 -

<PAGE>

   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 -

<PAGE>

      (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 -

<PAGE>

   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 -

<PAGE>

      (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 -

<PAGE>

   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 -

<PAGE>

      (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 -

<PAGE>

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 -

<PAGE>

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 -

<PAGE>

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 -

<PAGE>

<TABLE>
                     <S>  <C>
                          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
</TABLE>

                                    - 19 -

<PAGE>

                                                               SUB-ITEM 77Q1(g)

                                   EXHIBIT A

                               CHART OF MERGERS

<TABLE>
<CAPTION>
SURVIVING FUND (AND SHARE CLASSES)                        CORRESPONDING MERGING FUND (AND SHARE CLASSES)
----------------------------------                       -------------------------------------------------
<S>                                                      <C>
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
</TABLE>

                                    - 20 -

<PAGE>

<TABLE>
<CAPTION>
SURVIVING FUND (AND SHARE CLASSES)                          CORRESPONDING MERGING FUND (AND SHARE CLASSES)
----------------------------------                         --------------------------------------------------
<S>                                                        <C>
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
</TABLE>

                                    - 21 -

<PAGE>

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 -

<PAGE>

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 -

<PAGE>

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 -
</TEXT>
</DOCUMENT>
