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<TYPE>EX-99.77Q1 OTHR EXHB
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<FILENAME>ex77q1e.txt
<DESCRIPTION>EXHIBIT
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                                                                SUB-ITEM 77Q1E

                       APPROVAL OF INVESTMENT ADVISORY AND
                             SUB-ADVISORY AGREEMENTS

          The Board of Trustees (the Board) of Invesco Quality Municipal Income
Trust (the Trust) is required under the Investment Company Act of 1940 to
approve the Trust's investment advisory agreements. At various meetings of the
Board held during the third and fourth quarters of 2009 and early 2010, the
Board as a whole and the disinterested or "independent" Trustees, voting
separately, approved (i) a new investment advisory agreement with Invesco
Advisers, Inc. (Invesco Advisers), (ii) a new Master Intergroup Sub-Advisory
Contract for Mutual Funds (the sub-advisory contracts and together with the
investment advisory agreement with Invesco Advisers, the new advisory
agreements) with 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. and
Invesco Trimark Ltd. (collectively, the Affiliated Sub-Advisers), and (iii) the
appointment of Invesco Advisers as investment adviser and the Affiliated
Sub-Advisers as investment sub-advisers to the Trust. In doing so, the Board
determined that the new advisory agreements will enable shareholders of the
Trust to obtain high quality services at a cost that is appropriate, reasonable
and in the best interests of the Trust and its shareholders and that the
compensation to Invesco Advisers and the Affiliated Sub-Advisers under the
Trust's new advisory agreements is fair and reasonable. The new advisory
agreements were approved to become effective upon approval by the shareholders
of the Trust and closing of a transaction between Morgan Stanley and Invesco
Ltd. (Invesco) under which Invesco acquired the retail mutual fund assets of
Morgan Stanley (the Acquisition).

THE BOARD'S TRUST EVALUATION PROCESS

In reaching their decision, the Board requested and obtained information from
Morgan Stanley, Invesco Advisers and Invesco, including information obtained
during various meetings with Senior Management at Invesco, as they deemed
reasonably necessary to evaluate the new advisory agreements for the Trust. In
considering the Trust's new advisory agreements, the Board evaluated a number of
factors and considerations listed below that they believed, in light of their
own business judgment, to be relevant to their determination.

     1. The Board considered the reputation, financial strength and resources of
     Invesco, one of the world's leading independent global investment
     management firms, the strength of Invesco's resources and investment
     capabilities and the client-focused shareholder services offered by
     Invesco.

     2. The Board discussed the challenges of positioning the Trust on a common
     operating platform with Invesco, with particular emphasis on ensuring
     portfolio management operations properly migrate to Invesco as part of the
     Acquisition, to ensure uninterrupted services for shareholders and the
     opportunity for the portfolio management of the Trust to recognize savings
     from economies of scale when such savings occur.

     3. The Board noted the continuity of key investment management personnel
     that would manage the Trust upon consummation of the Acquisition,
     specifically noting that, with respect to the Trust, the persons
     responsible for the portfolio management of the Trust are expected to
     remain the same
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     except that Neil Stone will not continue as a portfolio manager of the
     Trust. The Board discussed at length the effect of this change on the
     Trust.

     4. The Board noted that entering into the sub-advisory contracts would
     provide Invesco Advisers with increased flexibility in assigning portfolio
     managers to the Trust and would give the Trust access to portfolio managers
     and investment personnel located in other offices, including those outside
     the United States, who may have more specialized expertise on local
     companies, markets and economies or on various types of investments and
     investment techniques.

     5. The Board noted that, pursuant to the sub-advisory contracts, Invesco
     Advisers would pay all of the sub-advisory fees of the Affiliated
     Sub-Advisers out of its management fees.

     6. The Board noted the undertaking by Invesco and Morgan Stanley or their
     respective affiliates to assume all of the costs of the Acquisition,
     including the cost of obtaining the shareholder approvals discussed above.
     The Board noted that Invesco Advisers would provide a two-year contractual
     guaranty to limit the total expense ratio of the Trust to the Trust's total
     expense ratio prior to the Acquisition. In determining the obligation to
     waive advisory fees and/or reimburse expenses, the following is not taken
     into account: (i) interest, (ii) taxes, (iii) dividend expense on short
     sales, (iv) extraordinary or non-routine items, and (v) expenses that the
     Trust has incurred but did not actually pay because of an offset
     arrangement. During the Board's extensive review process, the Board,
     including the independent Trustees, considered, among other things, the
     following factors: the terms and conditions of the new advisory agreements,
     including the differences from the advisory agreement with Morgan Stanley
     affiliates; and the nature, scope and quality of services that Invesco
     Advisers and its affiliates are expected to provide to the Trust, including
     sub-advisory services and compliance services. The Board evaluated all
     information available to them on a trust-by-trust basis, and their
     determinations were made separately in respect of the Trust. The Board also
     based their decisions on the following considerations, among others,
     although they did not identify any consideration that was all important or
     controlling of their discussions, and each Trustee attributed different
     weights to the various factors.

          A. Nature, Extent and Quality of Services. The Board reviewed and
          considered the nature and extent of the investment advisory services
          to be provided by Invesco Advisers and the Affiliated Sub-Advisers
          under the new advisory agreements, including portfolio management,
          investment research and fixed income securities trading. The Board
          also reviewed and considered the nature and extent of the
          non-advisory, administrative services to be provided by Invesco
          Advisers under the Trust's administration agreement, including
          accounting services and the provision of supplies, office space and
          utilities at Invesco Advisers' expense. The Board was advised that
          there was no expected diminution in the nature, quality and extent of
          services provided to the Trust's shareholders.

          The Board reviewed and considered the qualifications of the portfolio
          managers who are expected to continue as portfolio managers, noting
          the one portfolio manager who would not continue to manage the Trust
          as a result of the new advisory agreements, and the senior
          administrative managers and other key personnel of Invesco Advisers or
          its affiliates who will provide the advisory and administrative
          services to the Trust.

          B. Performance, Fees and Expenses of the Trust. The Board noted that
          Invesco Advisers and the Affiliated Sub-Advisers had not yet begun
          providing services to the Trust and, therefore, concluded that
          performance was not a factor they needed to address with respect to


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          the approval of the new advisory agreements. They also considered that
          management fees would not increase under the new advisory agreements
          and that Invesco Advisers would pay the fee under the sub-advisory
          contract out of its management fees. Furthermore, the Board considered
          that Invesco Advisers would provide a two-year contractual guaranty to
          limit the total expense ratio of the Trust to the Trust's total
          expense ratio prior to the Acquisition.

          C. Economies of Scale. The Board considered the benefits that the
          shareholders of the Trust would be afforded as a result of anticipated
          economies of scale.

          D. Other Benefits of the Relationship. The Board considered other
          benefits to Invesco Advisers and its affiliates that may be derived
          from their relationship with the Trust and other funds advised by
          Invesco Advisers.

          E. Resources of the Adviser. The Board considered whether Invesco
          Advisers and the Affiliated Sub-Advisers were financially sound and
          had the resources necessary to perform their obligations under the new
          advisory agreements, noting assurances that Invesco Advisers and the
          Affiliated Sub-Advisers had the financial resources necessary to
          fulfill their obligations under the new advisory agreements and the
          benefits to the Trust of such a relationship.

          F. General Conclusion. After considering and weighing all of the above
          factors, the Board, including the independent Trustees, unanimously
          concluded that it would be in the best interest of the Trust and its
          shareholders to approve the new advisory agreements with respect to
          the Trust. In reaching this conclusion, the Board did not give
          particular weight to any single factor referenced above. The Board
          considered these factors over the course of numerous meetings, some of
          which were in executive session with only the independent Trustees and
          their counsel present.


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