<SEC-DOCUMENT>0001193125-14-388819.txt : 20141030
<SEC-HEADER>0001193125-14-388819.hdr.sgml : 20141030
<ACCEPTANCE-DATETIME>20141030115053
ACCESSION NUMBER:		0001193125-14-388819
CONFORMED SUBMISSION TYPE:	NSAR-A
PUBLIC DOCUMENT COUNT:		5
CONFORMED PERIOD OF REPORT:	20140831
FILED AS OF DATE:		20141030
DATE AS OF CHANGE:		20141030
EFFECTIVENESS DATE:		20141030

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Invesco Trust for Investment Grade Municipals
		CENTRAL INDEX KEY:			0000880892
		IRS NUMBER:				363797841
		STATE OF INCORPORATION:			MA
		FISCAL YEAR END:			1031

	FILING VALUES:
		FORM TYPE:		NSAR-A
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-06471
		FILM NUMBER:		141182267

	BUSINESS ADDRESS:	
		STREET 1:		1555 PEACHTREE STREET, N.E.
		STREET 2:		SUITE 1800
		CITY:			ATLANTA
		STATE:			2Q
		ZIP:			30309
		BUSINESS PHONE:		404-439-3217

	MAIL ADDRESS:	
		STREET 1:		1555 PEACHTREE STREET, N.E.
		STREET 2:		SUITE 1800
		CITY:			ATLANTA
		STATE:			2Q
		ZIP:			30309

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	Invesco Van Kampen Trust for Investment Grade Municipals
		DATE OF NAME CHANGE:	20100601

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	VAN KAMPEN TRUST FOR INVESTMENT GRADE MUNICIPALS
		DATE OF NAME CHANGE:	20040707

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	VAN KAMPEN TRUST FOR INVSTMENT GRADE MUNICIPALS
		DATE OF NAME CHANGE:	19981006
</SEC-HEADER>
<DOCUMENT>
<TYPE>NSAR-A
<SEQUENCE>1
<FILENAME>d788759dnsara.fil
<DESCRIPTION>NSAR-A
<TEXT>
      PAGE  1
000 A000000 08/31/2014
000 C000000 0000880892
000 D000000 N
000 E000000 NF
000 F000000 Y
000 G000000 N
000 H000000 N
000 I000000 6.1
000 J000000 A
001 A000000 INVESCO TRUST FOR INVESTMENT GRADE MUNICIPALS
001 B000000 811-06471
001 C000000 8002415477
002 A000000 1555 PEACHTREE ST., NE
002 B000000 ATLANTA
002 C000000 GA
002 D010000 30309
003  000000 N
004  000000 N
005  000000 N
006  000000 N
007 A000000 N
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007 C010100  1
008 A000001 Invesco Advisers, Inc.
008 B000001 A
008 C000001 801-33949
008 D010001 Atlanta
008 D020001 GA
008 D030001 30309
008 A000002 Invesco Asset Management Deutschland GmbH
008 B000002 S
008 C000002 801-67712
008 D010002 Frankfurt
008 D050002 Germany
008 D060002 60313
008 A000003 Invesco Asset Management Limited
008 B000003 S
008 C000003 801-50197
008 D010003 London
008 D050003 United Kingdom
008 D060003 EC2A1AG
008 A000004 Invesco Asset Management (Japan) Ltd.
008 B000004 S
008 C000004 801-52601
008 D010004 Tokyo
008 D050004 Japan
008 D060004 105-6025
008 A000005 Invesco Australia Limited
008 B000005 S
008 C000005 801-68638
008 D010005 Melbourne
      PAGE  2
008 D050005 Australia
008 D060005 3000
008 A000006 Invesco Hong Kong Limited
008 B000006 S
008 C000006 801-47856
008 D010006 HONG KONG
008 D050006 HONG KONG
008 A000007 Invesco Senior Secured Management, Inc.
008 B000007 S
008 C000007 801-38119
008 D010007 NEW YORK
008 D020007 NY
008 D030007 10036
008 D040007 2727
008 A000008 Invesco Canada Ltd.
008 B000008 S
008 C000008 801-62166
008 D010008 TORONTO
008 D050008 CANADA
008 D060008 M2N 6X7
010 A000001 Invesco Management Group Inc.
010 B000001 33-67866
010 C010001 Houston
010 C020001 TX
010 C030001 77046
012 A000001 COMPUTERSHARE TRUST COMPANY, N.A.
012 B000001 85-11340
012 C010001 PROVIDENCE
012 C020001 RI
012 C030001 02940
012 C040001 3078
013 A000001 PricewaterhouseCoopers, LLP
013 B010001 HOUSTON
013 B020001 TX
013 B030001 77002
013 B040001 5678
015 A000001 STATE STREET TRUST AND BANK, CO.
015 B000001 C
015 C010001 BOSTON
015 C020001 MA
015 C030001 02111
015 E010001 X
018  000000 Y
019 A000000 Y
019 B000000  141
019 C000000 INVESCOFDS
021  000000        0
022 A000001 J.P. MORGAN SECURITIES INC.
022 B000001 13-3299429
022 C000001     29588
022 D000001     31384
      PAGE  3
022 A000002 CITIGROUP GLOBAL MARKETS INC.
022 B000002 11-2418191
022 C000002     28807
022 D000002     18702
022 A000003 WELLS FARGO SECURITIES, LLC
022 B000003 56-2326000
022 C000003      2571
022 D000003      6400
022 A000004 BARCLAYS CAPITAL INC.
022 B000004 06-1031656
022 C000004      5664
022 D000004      2025
022 A000005 LOOP CAPITAL MARKETS LLC
022 B000005 36-4164012
022 C000005      5398
022 D000005         0
022 A000006 PNC CAPITAL MARKETS LLC
022 B000006 20-3719138
022 C000006      2650
022 D000006      2382
022 A000007 MORGAN STANLEY & CO., INC.
022 B000007 13-2655998
022 C000007      2929
022 D000007       222
022 A000008 The Frazer Lanier Company, Incorporated
022 B000008 63-0699887
022 C000008      2796
022 D000008         0
022 A000009 RBC CAPITAL MARKETS CORP.
022 B000009 13-5033225
022 C000009      2585
022 D000009         0
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022 B000010 36-3194849
022 C000010         0
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023 C000000      88373
023 D000000      76152
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      PAGE  5
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      PAGE  9
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SIGNATURE   KELLI GALLEGOS
TITLE       ASST VP & TREASURER

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77C
<SEQUENCE>2
<FILENAME>d788759dex9977c.txt
<DESCRIPTION>EX-99.77C
<TEXT>
<PAGE>

                                                                   Sub-Item 77C

              SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
                 INVESCO TRUST FOR INVESTMENT GRADE MUNICIPALS

An Annual Meeting ("Meeting") of Shareholders of Invesco Trust for Investment
Grade Municipals (the "Fund") was held on August 29, 2014. The Meeting was held
for the following purposes:

(1). Elect four Class I Trustees, three by the holders of Common Shares and the
     holders of Preferred Shares voting together as a single class, and one by
     the holders of Preferred Shares, voting separately, each of whom will
     serve until the later of the Fund's annual meeting of shareholders in 2016
     or until a successor shall have been duly elected and qualified.

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

<TABLE>
<CAPTION>
                                                     Votes      Votes    Votes
Matter                                                For      Against  Abstain
------                                             ---------- --------- -------
<S>                                                <C>        <C>       <C>
(1). Albert R. Dowden............................. 45,073,777 2,679,097 752,508
     Dr. Prema Mathai-Davis....................... 44,892,656 2,887,305 725,421
     Raymond Stickel, Jr.......................... 45,160,376 2,592,768 752,238
     Hugo F. Sonnenschein/(P)/....................      2,733         0       0
</TABLE>

(2). Elect five Class II Trustees, four by the holders of Common Shares and the
     holders of Preferred Shares voting together as a single class, and one by
     the holders of Preferred Shares, voting separately, each of whom will
     serve until the later of the Fund's annual meeting of shareholders in 2017
     or until a successor shall have been duly elected and qualified.

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

<TABLE>
<CAPTION>
                                                     Votes      Votes    Votes
Matter                                                For      Against  Abstain
------                                             ---------- --------- -------
<S>                                                <C>        <C>       <C>
(2). David C. Arch................................ 45,127,759 2,623,588 754,035
     Dr. Larry Soll............................... 45,015,033 2,713,713 776,636
     Philip A. Taylor............................. 45,258,075 2,494,610 752,697
     Suzanne H. Woolsey........................... 45,118,161 2,617,993 769,228
     Frank S. Bayley/(P)/.........................      2,733         0       0
</TABLE>

(3). Elect five Class III Trustees by the holders of Common Shares and the
     holders of Preferred Shares voting together as a single class, each of
     whom will serve until the later of the Fund's annual meeting of
     shareholders in 2015 or until a successor shall have been duly elected and
     qualified.

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

<TABLE>
<CAPTION>
                                                     Votes      Votes    Votes
Matter                                                For      Against  Abstain
------                                             ---------- --------- -------
<S>                                                <C>        <C>       <C>
(3). James T. Bunch............................... 45,110,610 2,646,331 748,441
     Bruce L. Crockett............................ 45,148,992 2,611,082 745,308
     Rodney F. Dammeyer........................... 45,036,945 2,703,931 764,506
     Jack M. Fields............................... 45,110,161 2,656,715 738,506
     Martin L. Flanagan........................... 45,111,154 2,647,808 746,420
</TABLE>
--------
/(P)/  Election of Trustee by preferred shareholders only.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77E
<SEQUENCE>3
<FILENAME>d788759dex9977e.txt
<DESCRIPTION>EX-99.77E
<TEXT>
<PAGE>

                                                                   Sub-Item 77E

                               LEGAL PROCEEDINGS

                 INVESCO TRUST FOR INVESTMENT GRADE MUNICIPALS

   A shareholder demand letter dated August 6, 2010, contains allegations that,
prior to the tenure of the current adviser, the Board and certain individuals
breached their fiduciary duties to the Invesco Trust for Investment Grade
Municipals and wasted Trust assets by causing the Trust to redeem Auction Rate
Preferred Securities ("ARPS") at par value at the expense of the Trust and
common shareholders. The shareholders claimed that the Trust was not obliged to
provide liquidity to preferred shareholders, the redemptions were improperly
motivated to benefit the Adviser, and the market value and fair value of the
ARPS were less than par at the time they were redeemed. The shareholders demand
that 1) the Board take action against the Adviser and the individuals named to
recover damages and 2) the Board refrain from authorizing further redemptions
of repurchases of ARPS by the Trust at prices in excess of fair value or market
value at the time of the transaction. According to the demand letter, if the
Trust does not take appropriate action, the shareholders will commence a
shareholder derivative action on behalf of the Trust. The Board formed a
Special Litigation Committee ("SLC") to investigate these claims and to make a
recommendation to the Board regarding whether pursuit of these claims is in the
best interests of the Trusts. Upon completion of its investigation, the SLC
recommended that the Board reject the demands specified in the shareholder
demand letters, after which the Board publicly announced on June 24, 2011, that
the Independent Trustees had adopted the SLC's recommendation and voted to
reject the demands. The Trust is not the subject of a lawsuit in connection
with this demand letter.

   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.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1A
<SEQUENCE>4
<FILENAME>d788759dex9977q1a.txt
<DESCRIPTION>EX-99.77Q1A
<TEXT>
<PAGE>

                                                               Sub-Item 77Q1(a)

                        AMENDED AND RESTATED BYLAWS OF
                 INVESCO TRUST FOR INVESTMENT GRADE MUNICIPALS
                          A DELAWARE STATUTORY TRUST

                       Adopted effective August 29, 2014
               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 Advantage
Municipal Income Trust II (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.

<PAGE>

   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
fewer 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) 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

                                      2

<PAGE>

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 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

                                      3

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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 and the Board of Trustees.

   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.

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<PAGE>

   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 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.

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<PAGE>

   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.

   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

                                      6

<PAGE>

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 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

                                      7

<PAGE>

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, 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

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<PAGE>

          (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 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;

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<PAGE>

              (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, or any successor rule, under
       the Securities Exchange Act of 1934, as amended (the "Exchange 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 Exchange 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.

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<PAGE>

       (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;

          (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
   Exchange 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 Exchange 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

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<PAGE>

              (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 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 Exchange 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:

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<PAGE>

              (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 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 Exchange 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

                                      13

<PAGE>

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.

                                  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.

                                      14

<PAGE>

   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 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.

                                      15

<PAGE>

       (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.

   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.

                                      16

<PAGE>

   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 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.

                                      17

<PAGE>

   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.

                                      18

<PAGE>

                                                               Sub-Item 77Q1(a)

                                AMENDMENT NO. 2
                                    TO THE
                        AMENDED AND RESTATED AGREEMENT
                           AND DECLARATION OF TRUST
                                      OF
                 INVESCO TRUST FOR INVESTMENT GRADE MUNICIPALS

   This Amendment No. 2 ("Amendment") to the Amended and Restated Agreement and
Declaration of Trust of Invesco Trust for Investment Grade Municipals amends,
effective as of August 29, 2014, the Amended and Restated Agreement and
Declaration of Trust of Invesco Trust for Investment Grade Municipals (the
"Trust") dated as of May 15, 2012 (the "Agreement").

   Under Section 10.5 of the Agreement, a duly authorized officer of the Trust
may execute this Amendment.

   WHEREAS, the Trustees of the Trust approved this amendment and a vote of the
Shareholders is not required for this amendment;

   NOW, THEREFORE, the Agreement is hereby amended as follows:

   1. Section 3.2 is amended to read as follows:

      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.

   2. All references in the Agreement to "this Agreement" shall mean the
   Agreement as amended by this Amendment.

   3. Except as specifically amended by this Amendment, the Agreement is hereby
   confirmed and remains in full force and effect.

   IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the Trust,
has executed this Amendment as of June 25, 2014.

                                     By:  /s/ John M. Zerr
                                          --------------------------------------
                                          Name:   John M. Zerr
                                          Title:  Senior Vice President
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1E
<SEQUENCE>5
<FILENAME>d788759dex9977q1e.txt
<DESCRIPTION>EX-99.77Q1E
<TEXT>
<PAGE>

                                                               Sub-Item 77Q1(e)

                            MEMORANDUM OF AGREEMENT
              (AFFILIATED MONEY MARKET FUND ADVISORY FEE WAIVER)

   This Memorandum of Agreement is entered into as of the dates indicated on
Exhibit "A" between Invesco Advantage Municipal Income Trust II, Invesco Bond
Fund, Invesco California Value Municipal Income Trust, Invesco Dynamic Credit
Opportunities Fund, Invesco High Income Trust II, Invesco Municipal Opportunity
Trust, Invesco Municipal Trust, Invesco Pennsylvania Value Municipal Income
Trust, Invesco Senior Income Trust, Invesco Senior Loan Fund, Invesco Trust for
Investment Grade Municipals, Invesco Trust for Investment Grade New York
Municipals and Invesco Exchange Fund (each a "Fund" and collectively, the
"Funds") and Invesco Advisers, Inc. ("Invesco").

   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 Funds and Invesco agree as follows:

   Each Fund and Invesco agree that until the expiration date, if any, of the
   commitment set forth on the attached Exhibit "A" occurs, as such Exhibit "A"
   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 fund
            managed by Invesco or its affiliates 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 Uninvested Cash in an
            Affiliated Money Market Fund; and

       (c)  "Uninvested Cash" - cash available and uninvested by a Fund 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.

<PAGE>

   Subject to the foregoing paragraphs, each of the Funds and Invesco agree to
review the then-current waivers for each Fund listed on the Exhibit 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 Funds and Invesco have agreed to continue them. The Exhibit
will be amended to reflect any such agreement.

   Nothing in this Memorandum of Agreement is intended to affect any other
memorandum of agreement executed by any Fund or Invesco with respect to any
other fee waivers, expense reimbursements and/or expense limitations.

   IN WITNESS WHEREOF, each Fund and Invesco have entered into this Memorandum
of Agreement as of the dates indicated on Exhibit "A".

                                INVESCO ADVANTAGE MUNICIPAL INCOME TRUST II
                                INVESCO BOND FUND
                                INVESCO CALIFORNIA VALUE MUNICIPAL INCOME TRUST
                                INVESCO DYNAMIC CREDIT OPPORTUNITIES FUND
                                INVESCO HIGH INCOME TRUST II
                                INVESCO MUNICIPAL OPPORTUNITY TRUST
                                INVESCO MUNICIPAL TRUST
                                INVESCO PENNSYLVANIA VALUE MUNICIPAL INCOME
                                TRUST
                                INVESCO SENIOR INCOME TRUST
                                INVESCO SENIOR LOAN FUND
                                INVESCO TRUST FOR INVESTMENT GRADE MUNICIPALS
                                INVESCO TRUST FOR INVESTMENT GRADE NEW YORK
                                MUNICIPALS
                                INVESCO EXCHANGE FUND

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

                                INVESCO ADVISERS, INC.

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

                                      2

<PAGE>

                                  EXHIBIT "A"

                  INVESCO ADVANTAGE MUNICIPAL INCOME TRUST II

<TABLE>
<CAPTION>
FUND                                                       EFFECTIVE DATE COMMITTED UNTIL
----                                                       -------------- ---------------
<S>                                                        <C>            <C>
Invesco Advantage Municipal Income Trust                    May 15, 2012   June 30, 2016
</TABLE>

                               INVESCO BOND FUND

<TABLE>
<CAPTION>
FUND                                                       EFFECTIVE DATE COMMITTED UNTIL
----                                                       -------------- ---------------
<S>                                                        <C>            <C>
Invesco Bond Fund                                           May 15, 2012   June 30, 2016
</TABLE>

                INVESCO CALIFORNIA VALUE MUNICIPAL INCOME TRUST

<TABLE>
<CAPTION>
FUND                                                       EFFECTIVE DATE COMMITTED UNTIL
----                                                       -------------- ---------------
<S>                                                        <C>            <C>
Invesco California Value Municipal Income Trust             May 15, 2012   June 30, 2016
</TABLE>

                   INVESCO DYNAMIC CREDIT OPPORTUNITIES FUND

<TABLE>
<CAPTION>
FUND                                                       EFFECTIVE DATE COMMITTED UNTIL
----                                                       -------------- ---------------
<S>                                                        <C>            <C>
Invesco Dynamic Credit Opportunities Fund                   May 15, 2012   June 30, 2016
</TABLE>

                         INVESCO HIGH INCOME TRUST II

<TABLE>
<CAPTION>
FUND                                                       EFFECTIVE DATE COMMITTED UNTIL
----                                                       -------------- ---------------
<S>                                                        <C>            <C>
Invesco High Income Trust II                                May 15, 2012   June 30, 2016
</TABLE>

                      INVESCO MUNICIPAL OPPORTUNITY TRUST

<TABLE>
<CAPTION>
FUND                                                       EFFECTIVE DATE COMMITTED UNTIL
----                                                       -------------- ---------------
<S>                                                        <C>            <C>
Invesco Municipal Opportunity Trust                         May 15, 2012   June 30, 2016
</TABLE>

                            INVESCO MUNICIPAL TRUST

<TABLE>
<CAPTION>
FUND                                                       EFFECTIVE DATE COMMITTED UNTIL
----                                                       -------------- ---------------
<S>                                                        <C>            <C>
Invesco Municipal Trust                                     May 15, 2012   June 30, 2016
</TABLE>

               INVESCO PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST

<TABLE>
<CAPTION>
FUND                                                       EFFECTIVE DATE COMMITTED UNTIL
----                                                       -------------- ---------------
<S>                                                        <C>            <C>
Invesco Pennsylvania Value Municipal Income Trust           May 15, 2012   June 30, 2016
</TABLE>

                                      A-1

<PAGE>

                          INVESCO SENIOR INCOME TRUST

<TABLE>
<CAPTION>
FUND                                                       EFFECTIVE DATE COMMITTED UNTIL
----                                                       -------------- ---------------
<S>                                                        <C>            <C>
Invesco Senior Income Trust                                 May 15, 2012   June 30, 2016
</TABLE>

                           INVESCO SENIOR LOAN FUND

<TABLE>
<CAPTION>
FUND                                                       EFFECTIVE DATE COMMITTED UNTIL
----                                                       -------------- ---------------
<S>                                                        <C>            <C>
Invesco Senior Loan Fund                                    May 15, 2012   June 30, 2016
</TABLE>

                 INVESCO TRUST FOR INVESTMENT GRADE MUNICIPALS

<TABLE>
<CAPTION>
FUND                                                       EFFECTIVE DATE COMMITTED UNTIL
----                                                       -------------- ---------------
<S>                                                        <C>            <C>
Invesco Trust for Investment Grade Municipals               May 15, 2012   June 30, 2016
</TABLE>

            INVESCO TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS

<TABLE>
<CAPTION>
FUND                                                       EFFECTIVE DATE COMMITTED UNTIL
----                                                       -------------- ---------------
<S>                                                        <C>            <C>
Invesco Trust for Investment Grade New York Municipals      May 15, 2012   June 30, 2016
</TABLE>

                             INVESCO EXCHANGE FUND

<TABLE>
<CAPTION>
FUND                                                       EFFECTIVE DATE COMMITTED UNTIL
----                                                       -------------- ---------------
<S>                                                        <C>            <C>
Invesco Exchange Fund                                       May 15, 2012   June 30, 2016
</TABLE>

                                      A-2
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
