<SEC-DOCUMENT>0000950123-12-012842.txt : 20121030
<SEC-HEADER>0000950123-12-012842.hdr.sgml : 20121030
<ACCEPTANCE-DATETIME>20121030155025
ACCESSION NUMBER:		0000950123-12-012842
CONFORMED SUBMISSION TYPE:	NSAR-A
PUBLIC DOCUMENT COUNT:		8
CONFORMED PERIOD OF REPORT:	20120831
FILED AS OF DATE:		20121030
DATE AS OF CHANGE:		20121030
EFFECTIVENESS DATE:		20121030

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Invesco Van Kampen California Value Municipal Income Trust
		CENTRAL INDEX KEY:			0000895531
		IRS NUMBER:				367017425
		STATE OF INCORPORATION:			MA
		FISCAL YEAR END:			1031

	FILING VALUES:
		FORM TYPE:		NSAR-A
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-07404
		FILM NUMBER:		121168724

	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:	VAN KAMPEN CALIFORNIA VALUE MUNICIPAL INCOME TRUST
		DATE OF NAME CHANGE:	19981006

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	VAN KAMPEN AMERICAN CAPITAL CALIFORNIA VALUE MUNIC INC TRUST
		DATE OF NAME CHANGE:	19960102

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	VAN KAMPEN MERRITT CALIFORNIA VALUE MUNICIPAL INCOME TRUST
		DATE OF NAME CHANGE:	19930328
</SEC-HEADER>
<DOCUMENT>
<TYPE>NSAR-A
<SEQUENCE>1
<FILENAME>425724answer.fil
<DESCRIPTION>SEMI ANNUAL REPORT
<TEXT>
<PAGE>      PAGE  1
000 A000000 08/31/2012
000 C000000 0000895531
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 VAN KAMPEN CA VALUE MUNI INCOME TRUST
001 B000000 811-07404
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
007 B000000  0
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>      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 BANK & TRUST CO.
015 B000001 C
015 C010001 BOSTON
015 C020001 MA
015 C030001 02111
015 E010001 X
018  000000 Y
019 A000000 Y
019 B000000  146
019 C000000 INVESCOFDS
021  000000        0
022 A000001 WELLS FARGO SECURITIES, LLC
022 B000001 56-2326000
022 C000001     14191
022 D000001     16850
<PAGE>      PAGE  3
022 A000002 CITIGROUP GLOBAL MARKETS INC.
022 B000002 11-2418191
022 C000002      9001
022 D000002      8404
022 A000003 J.P. MORGAN SECURITIES INC.
022 B000003 13-3299429
022 C000003     16067
022 D000003         0
022 A000004 GOLDMAN, SACHS & CO.
022 B000004 13-5108880
022 C000004      4500
022 D000004     11440
022 A000005 MORGAN STANLEY & CO., INC.
022 B000005 13-2655998
022 C000005     10484
022 D000005      4869
022 A000006 FMSBonds, Inc.
022 B000006 59-1842344
022 C000006         0
022 D000006      3975
022 A000007 E.J. DE LA ROSA & CO., INC.
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022 B000008 13-3873456
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022 A000009 1ST DISCOUNT BROKERAGE, INC.
022 B000009 65-0592899
022 C000009         0
022 D000009      2821
022 A000010 WEDBUSH SECURITIES INC.
022 B000010 95-2495390
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SIGNATURE   KELLI GALLEGOS
TITLE       ASST. VP & TREASURER

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77C VOTES
<SEQUENCE>2
<FILENAME>dex9977c.txt
<DESCRIPTION>EX-99.77C
<TEXT>
<PAGE>

                                                                   Sub-Item 77C

              SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

          INVESCO VAN KAMPEN CALIFORNIA VALUE MUNICIPAL INCOME TRUST

An Annual Meeting ("Meeting") of Shareholders of Invesco Van Kampen California
Value Municipal Income Trust (the "Fund") was held on July 17, 2012. The
Meeting was held for the following purpose:

(1). Elect three Class I Trustees, by the holders of Common Shares and
     Preferred Shares voting together as a single class, each of whom will
     serve for a three-year term 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
                 Matter                        For     Against
                 ------                     ---------- -------
                 <S>                        <C>        <C>
                 (1). David C. Arch........ 19,692,481 936,917
                      Jerry D. Choate...... 19,716,619 912,779
                      Suzanne H. Woolsey... 19,704,355 925,043
</TABLE>

The Meeting was adjourned until August 14, 2012, with respect to the following
proposals:

(1).     Approval of an Agreement and Plan of Redomestication that provides for
         the reorganization of the Fund as a Delaware statutory trust by the
         holders of Common Shares and Preferred Shares voting separately.

(2b.i)   Approval of an Agreement and Plan of Merger that provides for Invesco
         California Municipal Income Trust to merge with and into the Fund by
         holders of Common Shares and Preferred Shares voting separately.

(2b.ii)  Approval of an Agreement and Plan of Merger that provides for Invesco
         California Quality Municipal Securities to merge with and into the
         Fund by holders of Common Shares and Preferred Shares voting
         separately.

(2b.iii) Approval of an Agreement and Plan of Merger that provides for Invesco
         California Municipal Securities to merge with and into the Fund.

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

<TABLE>
<CAPTION>
                                       Votes     Votes   Votes   Broker
      Matters                           For     Against Abstain Non-Votes
      -------                        ---------- ------- ------- ---------
      <S>                            <C>        <C>     <C>     <C>
      (1).     Common Shares........ 11,967,569 893,583 599,864 7,475,413
               Preferred Shares.....      1,160       0       0         0

      (2b.i)   Common Shares........ 11,898,660 936,406 625,950 7,475,413
               Preferred Shares.....      1,160       0       0         0

      (2b.ii)  Common Shares........ 11,889,901 929,438 641,677 7,475,413
               Preferred Shares.....      1,160       0       0         0

      (2b.iii) Common Shares........ 11,868,629 939,137 653,250 7,475,413
               Preferred Shares.....      1,160   1,160   1,160     1,160
</TABLE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77I NEW SECUR
<SEQUENCE>3
<FILENAME>dex9977i.txt
<DESCRIPTION>EX-99.77I
<TEXT>
<PAGE>

                                                                   Sub-Item 77I

                      Terms of New or Amended Securities

          INVESCO VAN KAMPEN CALIFORNIA VALUE MUNICIPAL INCOME TRUST

                          STATEMENT OF PREFERENCES OF
                   VARIABLE RATE MUNI TERM PREFERRED SHARES

<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                 Page
                                                                                 ----
<S>                                                                              <C>
DESIGNATION.....................................................................   1

DEFINITIONS.....................................................................   1

TERMS...........................................................................  15

1. NUMBER OF AUTHORIZED SHARES..................................................  15
   (a) Authorized Shares........................................................  15
   (b) Capitalization...........................................................  15
   (c) Capital and Surplus......................................................  15
   (d) Reduction of Capital.....................................................  15

2. DIVIDENDS....................................................................  16
   (a) Ranking..................................................................  16
   (b) Cumulative Cash Dividends................................................  16
   (c) Dividends Cumulative from Date of Original Issue.........................  16
   (d) Dividend Payment Dates...................................................  16
   (e) Applicable Rates and Calculation of Dividends............................  16
   (f) Curing a Failure to Deposit..............................................  17
   (g) Dividend Payments by the Trust to Redemption and Paying Agent............  17
   (h) Redemption and Paying Agent to Hold Dividend Payments by Trust in
       Trust....................................................................  17
   (i) Dividends Paid to Holders................................................  17
   (j) Dividends Credited Against Earliest Accumulated But Unpaid Dividends.....  17
   (k) Dividends Designated as Exempt-Interest Dividends........................  18

3. GROSS-UP PAYMENTS AND NOTICE OF ALLOCATIONS..................................  18

4. VOTING RIGHTS................................................................  18
   (a) One Vote Per VMTP Share..................................................  18
   (b) Voting for Additional Trustees...........................................  18
   (c) 1940 Act Matters.........................................................  20
   (d) Exclusive Right to Vote on Certain Matters...............................  20
   (e) Rights Set Forth Herein are Sole Rights..................................  20
   (f) No Preemptive Rights or Cumulative Voting................................  20
   (g) Voting for Trustees Sole Remedy for Trust's Failure to Pay Dividends.....  20
   (h) Holders Entitled to Vote.................................................  20
   (i) Grant of Irrevocable Proxy...............................................  20

5. AMENDMENTS AND RATING AGENCIES...............................................  21

6. MINIMUM ASSET COVERAGE AND OTHER FINANCIAL REQUIREMENTS......................  23
   (a) Minimum Asset Coverage...................................................  23
   (b) Effective Leverage Ratio.................................................  23
   (c) Eligible Assets..........................................................  23
   (d) Credit Quality...........................................................  23
   (e) Liens....................................................................  23
   (f) Tender Option Bond Trust.................................................  24

7. BASIC MAINTENANCE AMOUNT.....................................................  24

8. RESTRICTIONS ON DIVIDENDS AND OTHER DISTRIBUTIONS............................  24
   (a) Dividends on Preferred Shares Other Than VMTP Shares.....................  24
</TABLE>

                                       i

<PAGE>

<TABLE>
<S>                                                                                                             <C>
    (b) Dividends and Other Distributions With Respect to Common Shares Under the 1940 Act.....................  24
    (c) Other Restrictions on Dividends and Other Distributions................................................  25
    (d) Sources of Dividends...................................................................................  25

9.  RATING AGENCY RESTRICTIONS.................................................................................  25

10. REDEMPTION.................................................................................................  26
    (a) Optional Redemption....................................................................................  26
    (b) Term/Mandatory Redemption..............................................................................  26
    (c) Notice of Redemption...................................................................................  29
    (d) No Redemption Under Certain Circumstances..............................................................  30
    (e) Absence of Funds Available for Redemption..............................................................  30
    (f) Redemption and Paying Agent to Hold Redemption Payments by Trust in Trust..............................  30
    (g) Shares for Which Deposit Securities Have Been Deposited and Notice of Redemption Has Been Given Are No
        Longer Outstanding.....................................................................................  30
    (h) Compliance With Applicable Law.........................................................................  31
    (i) Only Whole VMTP Shares May Be Redeemed.................................................................  31
    (j) Modification of Redemption Procedures..................................................................  31
    (k) Capital Limitations on Purchases and Redemptions.......................................................  31

11. LIQUIDATION RIGHTS.........................................................................................  32
    (a) Ranking................................................................................................  32
    (b) Distributions Upon Liquidation.........................................................................  32
    (c) Pro Rata Distributions.................................................................................  32
    (d) Rights of Junior Shares................................................................................  32
    (e) Certain Events Not Constituting Liquidation............................................................  32

12. TRANSFERS..................................................................................................  32

13. MISCELLANEOUS..............................................................................................  33
    (a) No Fractional Shares...................................................................................  33
    (b) Status of VMTP Shares Redeemed, Exchanged or Otherwise Acquired by the Trust...........................  33
    (c) Treatment of VMTP Shares as Equity.....................................................................  33
    (d) Board May Resolve Ambiguities..........................................................................  33
    (e) Headings Not Determinative.............................................................................  33
    (f) Notices................................................................................................  33
    (g) Redemption and Paying Agent............................................................................  33
    (h) Securities Depository..................................................................................  34
    (i) Voluntary Bankruptcy...................................................................................  34
    (j) Applicable Law Restrictions and Requirements...........................................................  34
    (k) Information............................................................................................  34
    (l) Tax Status of the Trust................................................................................  35
    (m) Maintenance of Existence...............................................................................  35
    (n) Compliance with Law....................................................................................  35
    (o) Maintenance of Approvals: Filings, Etc.................................................................  35
    (p) 1940 Act Registration..................................................................................  36
    (s) Purchase by Affiliates.................................................................................  36
    (t) Audits.................................................................................................  36
    (u) Termination............................................................................................  36
    (v) Actions on Other than Business Days....................................................................  36
    (w) Liability..............................................................................................  36

14. GLOBAL CERTIFICATE.........................................................................................  36

Appendix A: Eligible Assets.................................................................................... A-1
Appendix B: Form of Schedule................................................................................... B-1
</TABLE>

                                      ii

<PAGE>

          INVESCO VAN KAMPEN CALIFORNIA VALUE MUNICIPAL INCOME TRUST

                          STATEMENT OF PREFERENCES OF
                   VARIABLE RATE MUNI TERM PREFERRED SHARES

       Invesco Van Kampen California Value Municipal Income Trust, a Delaware
statutory trust (the "TRUST"), hereby certifies that:

       FIRST: Pursuant to authority expressly vested in the Board of Trustees
of the Trust by Article II of the Declaration of Trust, the Board of Trustees
of the Trust approved the issuance of 1,160 preferred shares of beneficial
interest of the Trust in one or more series as Variable Rate Muni Term
Preferred Shares (the "VMTP SHARES"). The VMTP Shares may be issued in one or
more series, as designated and authorized by the Board of Trustees or a duly
authorized committee thereof from time to time (each series of VMTP Shares that
may be authorized and issued, a "SERIES").

       SECOND: The preferences (including liquidation preference), voting
powers, restrictions, limitations as to dividends, qualifications, and terms
and conditions of redemption, of the shares of each Series of VMTP Shares are
as follows or as set forth in an amendment to this Statement of Preferences or
otherwise in the Declaration of Trust (each such Series being referred to
herein as a "SERIES OF VMTP SHARES"):

                                  DESIGNATION

   Series 2015/6-VCV: A series of 1,160 preferred shares of beneficial interest
of the Trust, liquidation preference $100,000 per share, is hereby authorized
and designated "Series 2015/6-VCV VMTP Shares". Each Series 2015/6-VCV VMTP
Share shall be issued on a date determined by the Board of Trustees of the
Trust or pursuant to their delegated authority; have an Applicable Rate for the
Initial Rate Period equal to the sum of 1.05% per annum plus the Securities
Industry and Financial Markets Association ("SIFMA") Municipal Swap Index,
published at approximately 3:00 p.m., New York City time, on Wednesday,
August 22, 2012; have an initial Dividend Payment Date of September 4, 2012;
and have such other preferences, voting powers, restrictions, limitations as to
dividends and distributions, qualifications and terms and conditions of
redemption, including as are required by Applicable Law, that are expressly set
forth in this Statement of Preferences and the Declaration of Trust. The Series
2015/6-VCV VMTP Shares shall constitute a separate series of preferred shares
of beneficial interest of the Trust and each Series 2015/6-VCV VMTP Share shall
be identical to each other Series 2015/6-VCV VMTP Share. Except as otherwise
provided with respect to any additional Series of VMTP Shares, the terms and
conditions of this Statement of Preferences apply to each Series of VMTP Shares.

                                  DEFINITIONS

   The following terms shall have the following meanings (with terms defined in
the singular having comparable meanings when used in the plural and vice
versa), unless the context otherwise requires:

   "1940 ACT" means the Investment Company Act of 1940, as amended from time to
time, and the rules promulgated thereunder.

   "AFFECTED SERIES" shall have the meaning set forth in Section 5(d) of this
Statement of Preferences.

   "AGENT MEMBER" means a Person with an account at the Securities Depository
that holds one or more VMTP Shares through the Securities Depository, directly
or indirectly, for a Beneficial Owner and that will be authorized and
instructed, directly or indirectly, by a Beneficial Owner to disclose
information to the Redemption and Paying Agent with respect to such Beneficial
Owner.

   "APPLICABLE BASE RATE" means the SIFMA Municipal Swap Index.

                                       1

<PAGE>

   "APPLICABLE LAW" means Delaware state law and the federal law of the United
States of America (including, without limitation, the 1940 Act).

   "APPLICABLE RATE" shall have the meaning set forth in Section 2(e)(i) of
this Statement of Preferences and shall in no event exceed the Maximum Rate.

   "APPLICABLE RATE DETERMINATION" means each periodic operation of the process
of determining the Applicable Rate for the VMTP Shares for a Subsequent Rate
Period.

   "BASIC MAINTENANCE AMOUNT," as of any Valuation Date, shall have the meaning
set forth in the Rating Agency Guidelines.

   "BASIC MAINTENANCE CURE DATE," with respect to the failure by the Trust to
satisfy the Basic Maintenance Amount (as required by Section 7(a) of this
Statement of Preferences) as of a given Valuation Date, shall have the meaning
set forth in the Rating Agency Guidelines, but in no event shall it be longer
than 10 Business Days following such Valuation Date.

   "BENEFICIAL OWNER" means a Person in whose name VMTP Shares are recorded as
beneficial owner of such VMTP Shares by the Securities Depository, an Agent
Member or other securities intermediary on the records of such Securities
Depository, Agent Member or securities intermediary, as the case may be, or, if
applicable, such Person's subrogee.

   "BOARD OF TRUSTEES" means the Board of Trustees of the Trust or any duly
authorized committee thereof.

   "BUSINESS DAY" means a day (a) other than a day on which commercial banks in
The City of New York, New York are required or authorized by law or executive
order to close and (b) on which the New York Stock Exchange is not closed.

   "CLOSED-END FUNDS" shall have the meaning set forth in Section 12(a) of this
Statement of Preferences.

   "CLOSING DATE" means May 15, 2012.

   "CODE" means the U.S. Internal Revenue Code of 1986, as amended.

   "COMMON SHARES" has the meaning set forth in the Declaration of Trust.

   "CONDITIONAL ACCEPTANCE" shall have the meaning set forth in
Section 10(b)(i) of this Statement of Preferences.

   "CURE DATE" means the Basic Maintenance Cure Date, the Minimum Asset
Coverage Cure Date or the last day of the Effective Leverage Ratio Cure Period,
as the case may be.

   "CUSTODIAN" for purposes of this Statement of Preferences, means a bank, as
defined in Section 2(a)(5) of the 1940 Act, that has the qualifications
prescribed in paragraph 1 of Section 26(a) of the 1940 Act, or such other
entity as shall be providing custodian services to the Trust as permitted by
the 1940 Act or any order thereunder, and shall include, as appropriate, any
similarly qualified sub-custodian duly appointed by the Custodian.

   "DATE OF ORIGINAL ISSUE" means August 27, 2012.

   "DECLARATION OF TRUST" means the Amended and Restated Agreement and
Declaration of Trust of the Trust, as amended and supplemented (including by
this Statement of Preferences).

   "DEFEASED SECURITIES" means a security for which cash, cash equivalents or
other eligible property has been pledged in an amount sufficient to make all
required payments on such security to and including maturity (including

                                       2

<PAGE>

any accelerated maturity pursuant to a permitted redemption), in accordance
with the instrument governing the issuance of such security.

   "DEFERRED COMPENSATION HEDGE ASSETS" shall have the meaning specified in
Appendix A of this Statement of Preferences.

   "DEPOSIT SECURITIES" means, as of any date, any United States
dollar-denominated security or other investment of a type described below that
either (i) is a demand obligation payable to the holder thereof on any Business
Day or (ii) has a maturity date, mandatory redemption date or mandatory payment
date, on its face or at the option of the holder, preceding the relevant
payment date in respect of which such security or other investment has been
deposited or set aside as a Deposit Security:

  (1)  cash or any cash equivalent;

  (2)  any U.S. Government Security;

  (3)  any Municipal Security that has a credit rating from at least one NRSRO
       that is the highest applicable rating generally ascribed by such NRSRO
       to Municipal Securities as of the date of this Statement of Preferences
       (or such rating's future equivalent), including (A) any such Municipal
       Security that has been pre-refunded by the issuer thereof with the
       proceeds of such refunding having been irrevocably deposited in trust or
       escrow for the repayment thereof and (B) any such fixed or variable rate
       Municipal Security that qualifies as an eligible security under Rule
       2a-7 under the 1940 Act as in effect on the Date of Original Issue;

  (4)  any investment in any money market fund registered under the 1940 Act
       that qualifies under Rule 2a-7 under the 1940 Act, or in any similar
       investment vehicle described in Rule 12d1-1(b)(2) under the 1940 Act, in
       each case, that invests principally in Municipal Securities or U.S.
       Government Securities or any combination thereof; or

  (5)  any letter of credit from a bank or other financial institution that has
       a credit rating from at least one NRSRO that is the highest applicable
       rating generally ascribed by such NRSRO to bank deposits or short-term
       debt of banks or other financial institutions as of the date of this
       Statement of Preferences (or such rating's future equivalent).

   "DERIVATIVE CONTRACT" means (a) any and all rate swap transactions, basis
swaps, credit derivative transactions, forward rate transactions, commodity
swaps, commodity options, forward commodity contracts, forward swap
transactions, equity or equity index swaps or options, bond or bond price or
bond index swaps or options or forward bond or forward bond price or forward
bond index transactions, futures contracts, repurchase transactions, interest
rate options, forward foreign exchange transactions, cap transactions, floor
transactions, collar transactions, currency swap transactions, cross-currency
rate swap transactions, currency options, spot contracts, or any other similar
transactions or any combination of any of the foregoing (including any options
to enter into any of the foregoing), whether or not any such transaction is
governed by or subject to any master agreement or cleared on an exchange or
other clearing organization, and (b) any and all transactions of any kind, and
the related confirmations, which are subject to the terms and conditions of, or
governed by, any form of master agreement published by the International Swaps
and Derivatives Association, Inc., any International Foreign Exchange Master
Agreement, or any other master agreement (any such master agreement, together
with any related schedules, a "MASTER AGREEMENT"), including any obligations or
liabilities under any such Master Agreement.

   "DERIVATIVE TERMINATION VALUE" means, in respect of any one or more
Derivative Contracts, after taking into account the effect of any legally
enforceable netting agreement relating to such Derivative Contracts, (a) for
any date on or after the date such Derivative Contracts have been closed out
and termination value(s) determined in accordance therewith, such termination
value(s), (b) for any date prior to the date referenced in clause (a), the
amount(s) determined as the mark-to-market value(s) for such Derivative
Contracts, as determined based upon one or more mid-market or other readily
available quotations provided by any recognized dealer in such Derivative

                                       3

<PAGE>

Contracts (which may include a Holder or Beneficial Owner or an affiliate of a
Holder or Beneficial Owner) or (c) the last reported sale price, if applicable,
to the extent such Derivative Contracts are traded on an exchange.

   "DISCOUNTED VALUE", as of any Valuation Date, shall have the respective
meanings set forth in the Rating Agency Guidelines.

   "DIVIDEND PAYMENT DATE" means the date that is the first Business Day of
each calendar month.

   "DIVIDEND PERIOD" means, with respect to the Series 2015/6-VCV VMTP Shares,
in the case of the first Dividend Period, the period beginning on the Date of
Original Issue for such Series and ending on and including August 31, 2012 and
for each subsequent Dividend Period, the period beginning on and including the
first calendar day of the month following the month in which the previous
Dividend Period ended and ending on and including the last calendar day of such
month.

   "EFFECTIVE LEVERAGE RATIO" means the quotient of:

   (A) the sum of (i) the aggregate liquidation preference of the Trust's
"senior securities" (as that term is defined in the 1940 Act) that are stock
for purposes of Section 18 of the 1940 Act, plus any accumulated but unpaid
dividends thereon, excluding, without duplication, (x) any such senior
securities for which the Trust has issued a notice of redemption (in accordance
with the terms of such senior securities) and either has delivered Deposit
Securities or sufficient funds (in accordance with the terms of such senior
securities) to the paying agent for such senior securities or otherwise has
adequate Deposit Securities on hand and segregated on the books and records of
the Custodian for the purpose of such redemption and (y) the Trust's
outstanding Preferred Shares to be redeemed with the gross proceeds from the
sale of VMTP Shares or other replacement securities, for which the Trust either
has delivered Deposit Securities or sufficient funds (in accordance with the
terms of such Preferred Shares) to the paying agent for such Preferred Shares
or otherwise has adequate Deposit Securities on hand and segregated on the
books and records of the Custodian for the purpose of such redemption; (ii) the
aggregate principal amount of the Trust's "senior securities representing
indebtedness" (as that term is defined in the 1940 Act), plus any accrued but
unpaid interest thereon; (iii) the aggregate principal amount of floating rate
trust certificates corresponding to the associated residual floating rate trust
certificates owned by the Trust (less the aggregate principal amount of any
such floating rate trust certificates owned by the Trust and corresponding to
the associated residual floating rate trust certificates owned by the Trust);
and (iv) the aggregate amount of the Trust's repurchase obligations under
repurchase agreements;

   divided by

   (B) the sum of (i) the Market Value of the Trust's total assets (including
amounts attributable to senior securities but excluding, any assets consisting
of Deposit Securities or funds referred to in clauses (A)(i)(x) and (y) above),
less the sum of (A) the amount of the Trust's accrued liabilities (which
accrued liabilities shall include net obligations of the Trust under each
Derivative Contract in an amount equal to the Derivative Termination Value
thereof payable by the Trust to the related counterparty), other than
liabilities for the aggregate principal amount of senior securities
representing indebtedness, and (B) the Overconcentration Amount; and (ii) the
aggregate principal amount of floating rate trust certificates corresponding to
the associated residual floating rate trust certificates owned by the Trust
(less the aggregate principal amount of any such floating rate trust
certificates owned by the Trust and corresponding to the associated residual
floating rate trust certificates owned by the Trust).

   "EFFECTIVE LEVERAGE RATIO CURE PERIOD" shall have the meaning specified in
Section 6(b) of this Statement of Preferences.

   "ELECTRONIC MEANS" means email transmission, facsimile transmission or other
similar electronic means of communication providing evidence of transmission
(but excluding online communications systems covered by a separate agreement)
acceptable to the sending party and the receiving party, in any case if
operative as between any two parties, or, if not operative, by telephone
(promptly confirmed by any other method set forth in this definition), which,
in the case of notices to the Redemption and Paying Agent, shall be sent by
such means as set forth in the Redemption and Paying Agent Agreement.

                                       4

<PAGE>

   "ELIGIBLE ASSETS" means the instruments listed on Appendix A hereto.

   "EXCHANGE ACT" means the U.S. Securities Exchange Act of 1934, as amended.

   "EXCLUDED REDEMPTION" means a redemption of 10% or less of the Outstanding
VMTP Shares utilizing redemption proceeds derived from the issuance of tender
option bond securities.

   "EXPOSURE PERIOD" shall have the meaning set forth in the Moody's Guidelines.

   "FAILURE TO DEPOSIT" means, with respect to a Series of VMTP Shares, a
failure by the Trust to pay to the Redemption and Paying Agent, not later than
12:00 noon, New York City time, (A) on the Business Day immediately preceding
any Dividend Payment Date for such Series of VMTP Shares, in funds available on
such Dividend Payment Date in The City of New York, New York, the full amount
of any dividend to be paid on such Dividend Payment Date on any share of such
Series or (B) on the Business Day immediately preceding any Redemption Date for
such Series of VMTP Shares in funds available on such Redemption Date in The
City of New York, New York, the Redemption Price to be paid on such Redemption
Date for any share of such Series after Notice of Redemption is provided
pursuant to Section 10(c) of this Statement of Preferences; provided,
however, that, notwithstanding anything expressed or implied herein to the
contrary, (i) the foregoing clause (B) shall not apply to the Trust's failure
to pay the Redemption Price in respect of VMTP Shares when the related Notice
of Redemption provides that redemption of such shares is subject to one or more
conditions precedent and any such condition precedent shall not have been
satisfied at the time or times and in the manner specified in such Notice of
Redemption, and (ii) a Failure to Deposit shall not be deemed to have occurred
if the Trust is unable to make the payments in clause (A) or clause (B) solely
due to the lack of legally available funds under Applicable Law.

   "FITCH" means Fitch Ratings, a part of the Fitch Group, which is a
majority-owned subsidiary of Fimalac, S.A, or any successor thereto.

   "FITCH ELIGIBLE ASSETS" means assets of the Trust set forth in the Fitch
Guidelines as eligible for inclusion in calculating the Discounted Value of the
Trust's assets in connection with Fitch's ratings of a Series of VMTP Shares at
the request of the Trust.

   "FITCH GUIDELINES" means the guidelines applicable to Fitch's then current
ratings of VMTP Shares provided by Fitch in connection with Fitch's ratings of
a Series of VMTP Shares at the request of the Trust (a copy of which is
available to Holders on request to the Trust), in effect on the date hereof and
as may be amended from time to time, provided, however that any such amendment
will not be effective for thirty (30) days from the date that Fitch provides
final notice of such amendment to the Trust or such earlier date as the Trust
may elect.

   "FITCH PROVISIONS" means Sections 7, 8(c)(B) and 9 of this Statement of
Preferences with respect to Fitch, and any other provisions hereof with respect
to Fitch's ratings of a Series of VMTP Shares at the request of the Trust,
including any provisions with respect to obtaining and maintaining a rating on
such VMTP Shares from Fitch. The Trust is required to comply with the Fitch
Provisions only if Fitch is then rating a Series of VMTP Shares at the request
of the Trust.

   "GROSS-UP PAYMENT" means payment to a Beneficial Owner of an amount which,
when taken together with the aggregate amount of Taxable Allocations made to
such Beneficial Owner to which such Gross-up Payment relates, would cause such
Beneficial Owner's dividends in dollars (after giving effect to regular federal
income tax consequences) from the aggregate of such Taxable Allocations and the
related Gross-up Payment to be equal to the dollar amount of the dividends
which would have been received by such Beneficial Owner if the amount of such
aggregate Taxable Allocations would have been excludable from the gross income
of such Beneficial Owner. Such Gross-up Payment shall be calculated (i) without
consideration being given to the time value of money; (ii) assuming that no
Beneficial Owner of VMTP Shares is subject to the federal alternative minimum
tax with respect to dividends received from the Trust; (iii) assuming that each
Taxable Allocation and each Gross-up Payment (except to the extent such
Gross-up Payment is properly designated as an exempt-interest dividend under
Section 852(b)(5) of the Code or successor provisions) would be taxable in the
hands of each Beneficial Owner of VMTP Shares at the maximum marginal regular
federal corporate income tax rate applicable to ordinary income or net

                                       5

<PAGE>

capital gains in effect at the time such Gross-up Payment is made; and
(iv) assuming that each Taxable Allocation and each Gross-up Payment would not
be subject to the tax imposed by Section 1411 of the Code or any similar
Medicare or other surtax.

   "HOLDER" means a Person in whose name a VMTP Share is registered in the
registration books of the Trust maintained by the Redemption and Paying Agent.

   "INCREASED RATE EVENT" with respect to the VMTP Shares of any Series, means
the occurrence of any of the following events:

   (a) a Failure to Deposit has occurred with respect to the VMTP Shares of
such Series. This Increased Rate Event shall be considered cured on the date
such Failure to Deposit is cured in accordance with Section 2(f) of this
Statement of Preferences;

   (b) any Rating Agency then rating the VMTP Shares of such Series at the
request of the Trust has (i) withdrawn its long-term credit rating of such VMTP
Shares other than due to the Rating Agency ceasing to rate tax-exempt
closed-end management investment companies generally or (ii) been terminated
other than in accordance with Section 5(g) of this Statement of Preferences
and, in the case of clause (i) above, such withdrawal has not been cured in 60
days (provided the VMTP Shares are rated by at least one Rating Agency). This
Increased Rate Event shall be considered cured, in the case of clause
(i) above, on the date such withdrawal is no longer continuing and, in the case
of clause (ii) above, on the date the VMTP Shares of such Series are rated by
at least two Rating Agencies and the Trust is in compliance with the Rating
Agency Provisions of such Rating Agencies;

   (c) any determination is made by the Trust or the Internal Revenue Service
that the VMTP Shares of such Series are not equity in a regulated investment
company for federal income tax purposes. This Increased Rate Event will be
considered cured on the date such determination is reversed, revoked or
rescinded;

   (d) failure by the Trust to have cured on or before the applicable Minimum
Asset Coverage Cure Date any failure to maintain Minimum Asset Coverage as
required by Section 6(a). This Increased Rate Event shall be considered cured
on the date the Trust next achieves Minimum Asset Coverage, provided that, to
the extent the Trust seeks to achieve Minimum Asset Coverage through the
redemption of Preferred Shares or other senior securities, Minimum Asset
Coverage shall not be deemed achieved until the Trust has delivered Deposit
Securities or sufficient funds to the paying agent for such Preferred Shares or
other senior securities in connection with such redemption;

   (e) failure by the Trust on the last day of an applicable Effective Leverage
Ratio Cure Period to have an Effective Leverage Ratio of not greater than 45%.
This Increased Rate Event shall be considered cured on the date the Trust next
has an Effective Leverage Ratio of not greater than 45%, provided that, to the
extent the Trust seeks to attain an Effective Leverage Ratio of not greater
than 45% through the redemption of Preferred Shares or other senior securities,
the Trust shall not be deemed to have such an Effective Leverage Ratio until
the Trust has delivered Deposit Securities or sufficient funds to the paying
agent for such Preferred Shares or other senior securities in connection with
such redemption;

   (f) failure by the Trust to provide the information required by
Section 13(k)(xi) and (xii) and such failure is not cured by the 14th day
following written request. This Increased Rate Event shall be considered cured
on the date the Trust furnishes the information specified in the foregoing
sentence; and

   (g) failure by the Trust to pay when due the full amount of any Gross-Up
Payment pursuant to Section 3(b). This Increased Rate Event shall be considered
cured on the date the Trust pays the full amount of such Gross-Up Payment.

   "INITIAL RATE PERIOD" means, with respect to the VMTP Shares of any Series,
the period commencing on and including the Date of Original Issue thereof and
ending on, and including the next succeeding Wednesday or, if such day is not a
Business Day, the next succeeding Business Day.

                                       6

<PAGE>

   "INVESTMENT ADVISER" for purposes of this Statement of Preferences, means
Invesco Advisers, Inc., or any successor investment advisor to the Trust.

   "LIBOR DEALER" means Citibank, N.A. and such other dealer or dealers as the
Trust from time to time may appoint or in lieu of any thereof, their respective
affiliates and successors.

   "LIBOR RATE" means, on any Rate Determination Date, (i) the rate for
deposits in U.S. dollars for the designated Rate Period, which appears on
Reuters display page LIBOR01 ("PAGE LIBOR01") (or such other page as may
replace that page on that service, or such other service as may be selected by
the LIBOR Dealer or its successors that are LIBOR Dealers) as of 11:00 a.m.
London time, on the day that is the London Business Day preceding the Rate
Determination Date (the "LIBOR DETERMINATION DATE"), or (ii) if such rate does
not appear on Page LIBOR01 or such other page as may replace such Page LIBOR01,
(A) the LIBOR Dealer shall determine the arithmetic mean of the offered
quotations of the Reference Banks to leading banks in the London interbank
market for deposits in U.S. dollars for the designated Rate Period in an amount
determined by such LIBOR Dealer by reference to requests for quotations as of
approximately 11:00 a.m. (London time) on such date made by such LIBOR Dealer
to the Reference Banks, (B) if at least two of the Reference Banks provide such
quotations, the LIBOR Rate shall equal such arithmetic mean of such quotations,
(C) if only one or none of the Reference Banks provide such quotations, the
LIBOR Rate shall be deemed to be the arithmetic mean of the offered quotations
that leading banks in The City of New York selected by the LIBOR Dealer (after
obtaining the Trust's approval) are quoting on the relevant LIBOR Determination
Date for deposits in U.S. dollars for the designated Rate Period in an amount
determined by the LIBOR Dealer (after obtaining the Trust's approval) that is
representative of a single transaction in such market at such time by reference
to the principal London offices of leading banks in the London interbank
market; provided, however, that if one of the LIBOR Dealers does not quote a
rate required to determine the LIBOR Rate, the LIBOR Rate will be determined on
the basis of the quotation or quotations furnished by any Substitute LIBOR
Dealer or Substitute LIBOR Dealers selected by the Trust to provide such rate
or rates not being supplied by the LIBOR Dealer; provided further, that if the
LIBOR Dealer and Substitute LIBOR Dealers are required but unable to determine
a rate in accordance with at least one of the procedures provided above, the
LIBOR Rate shall be the LIBOR Rate as determined on the previous Rate
Determination Date.

   "LIQUIDATION PREFERENCE," means $100,000 per share.

   "LIQUIDITY ACCOUNT" shall have the meaning specified in Section 10(b)(ii)(A)
of this Statement of Preferences.

   "LIQUIDITY ACCOUNT INITIAL DATE" means the date which is six-months prior to
the Term Redemption Date.

   "LIQUIDITY ACCOUNT INVESTMENTS" means (i) Deposit Securities or (ii) any
other security or investment owned by the Trust that is rated not less than A-1
by Fitch, A3 by Moody's or the equivalent rating (or any such rating's future
equivalent) by each NRSRO then rating such security or investment (or, if rated
by only one NRSRO, by such NRSRO) or, if no NRSRO is then rating such security,
deemed to be of an equivalent rating by the Investment Adviser on the Trust's
books and records.

   "LIQUIDITY REQUIREMENT" shall have the meaning specified in
Section 10(b)(ii)(B) of this Statement of Preferences.

   "LONDON BUSINESS DAY" means any day on which commercial banks are generally
open for business in London.

   "MAJORITY" means the Holders or Beneficial Owners, as applicable, of more
than 50% of the aggregate Outstanding amount of the VMTP Shares.

   "MANAGED ASSETS" means the Trust's total assets (including any assets
attributable to money borrowed for investment purposes) minus the sum of the
Trust's accrued liabilities (other than money borrowed for investment
purposes). For the avoidance of doubt, assets attributable to money borrowed
for investment purposes includes the

                                       7

<PAGE>

portion of the Trust's assets in a tender option bond trust of which the Trust
owns the residual interest (without regard to the value of the residual
interest to avoid double counting).

   "MARKET VALUE" of any asset of the Trust means the indication of value
thereof determined by an independent third-party pricing service designated
pursuant to the Trust's valuation policies and procedures approved from time to
time by the Board of Trustees for use in connection with the determination of
the Trust's net asset value. The pricing service values portfolio securities at
the mean between the quoted bid and asked price or the yield equivalent when
quotations are readily available. Securities for which quotations are not
readily available are valued at fair value as determined by the pricing service
using methods which include consideration of: yields or prices of municipal
bonds of comparable quality, type of issue, coupon, maturity and rating;
indications as to value from dealers; and general market conditions. The
pricing service may employ electronic data processing techniques or a matrix
system, or both, to determine valuations.

   "MAXIMUM RATE" means 15% per annum, increased by any applicable Gross-up
Payment due and payable in accordance with Section 3 of this Statement of
Preferences.

   "MINIMUM ASSET COVERAGE" means asset coverage, as defined in Section 18(h)
of the 1940 Act as in effect on the Date of Original Issue (excluding from
(1) the denominator of such asset coverage test (i) any senior securities (as
defined in the 1940 Act) for which the Trust has issued a notice of redemption
and either has delivered Deposit Securities or sufficient funds (in accordance
with the terms of such senior securities) to the paying agent for such senior
securities or otherwise has adequate Deposit Securities on hand and segregated
on the books and records of the Custodian for the purpose of such redemption
and (ii) the Trust's outstanding Preferred Shares to be redeemed with the gross
proceeds from the sale of VMTP Shares or other replacement securities, for
which the Trust either has delivered Deposit Securities or sufficient funds (in
accordance with the terms of such Preferred Shares) to the paying agent for
such Preferred Shares or otherwise has adequate Deposit Securities on hand and
segregated on the books and records of the Custodian for the purpose of such
redemption and (2) from the numerator of such asset coverage test, any Deposit
Securities referred to in the previous clause (1)(i) and (ii)) of at least 225%
with respect to all outstanding senior securities of the Trust which are stock
for purposes of Section 18 of the 1940 Act, including all Outstanding VMTP
Shares (or, if higher, such other asset coverage as may be specified in or
under the 1940 Act as in effect from time to time as the minimum asset coverage
for senior securities which are stock of a closed-end investment company as a
condition of declaring dividends on its common shares or stock).

   "MINIMUM ASSET COVERAGE CURE DATE," with respect to the failure by the Trust
to maintain the Minimum Asset Coverage (as required by Section 6 of this
Statement of Preferences), means the tenth Business Day following such failure.

   "MOODY'S" means Moody's Investors Service, Inc., a Delaware corporation, or
any successor thereto.

   "MOODY'S DISCOUNT FACTOR" means the discount factors set forth in the
Moody's Guidelines for use in calculating the Discounted Value of the Trust's
assets in connection with Moody's ratings of a Series of VMTP Shares at the
request of the Trust.

   "MOODY'S ELIGIBLE ASSETS" means assets of the Trust set forth in the Moody's
Guidelines as eligible for inclusion in calculating the Discounted Value of the
Trust's assets in connection with Moody's ratings of a Series of VMTP Shares at
the request of the Trust.

   "MOODY'S GUIDELINES" means the guidelines applicable to Moody's then current
ratings of VMTP Shares provided by Moody's in connection with Moody's ratings
of a Series of VMTP Shares at the request of the Trust (a copy of which is
available to Holders on request to the Trust), in effect on the date hereof and
as may be amended from time to time, provided, however that any such amendment
will not be effective for thirty (30) days from the date that Moody's provides
final notice of such amendment to the Trust or such earlier date as the Trust
may elect.

   "MOODY'S PROVISIONS" means Sections 7, 8(c)(B) and 9 of this Statement of
Preferences with respect to Moody's, and any other provisions hereof with
respect to Moody's ratings of a Series of VMTP Shares at the request of the
Trust, including any provisions with respect to obtaining and maintaining a
rating on such VMTP Shares from

                                       8

<PAGE>

Moody's. The Trust is required to comply with the Moody's Provisions only if
Moody's is then rating a Series of VMTP Shares at the request of the Trust.

   "MUNICIPAL SECURITIES" mean municipal bonds or municipal securities
(including, without limitation, municipal notes and municipal commercial
paper), including short-term floating rate trust certificates and residual
trust certificates issued by a tender option bond trust that holds municipal
bonds or municipal securities.

   "NET TAX-EXEMPT INCOME" means the excess of the amount of interest
excludable from gross income under Section 103(a) of the Code over the amounts
disallowed as deductions under Sections 265 and 171(a)(2) of the Code.

   "NOTICE OF REDEMPTION" means any notice with respect to the redemption of
VMTP Shares pursuant to Section 10(c) of this Statement of Preferences.

   "NRSRO" means a "nationally recognized statistical rating organization"
within the meaning of Section 3(a)(62) of the Exchange Act that is not an
"affiliated person" (as defined in Section 2(a)(3) of the 1940 Act) of the
Trust, including, at the date hereof, Moody's and Fitch.

   "OTHER RATING AGENCY" means each NRSRO, if any, other than Fitch or Moody's
then providing a rating for a Series of VMTP Shares at the request of the Trust.

   "OTHER RATING AGENCY ELIGIBLE ASSETS" means assets of the Trust set forth in
the Other Rating Agency Guidelines as eligible for inclusion in calculating the
Discounted Value of the Trust's assets in connection with an Other Rating
Agency's ratings of a Series of VMTP Shares at the request of the Trust.

   "OTHER RATING AGENCY GUIDELINES" means the guidelines applicable to each
Other Rating Agency's ratings of a VMTP Shares provided by such Other Rating
Agency in connection with such Other Rating Agency's ratings of a Series of
VMTP Shares at the request of the Trust (a copy of which is available on
request to the Trust), as may be amended from time to time, provided, however
that any such amendment will not be effective except as agreed between such
Other Rating Agency and the Trust or such earlier date as the Trust may elect.

   "OTHER RATING AGENCY PROVISIONS" means Sections 7, 8(c)(B) and 9 of this
Statement of Preferences with respect to any Other Rating Agency then rating a
Series of VMTP Shares at the request of the Trust, and any other provisions
hereof with respect to such Other Rating Agency's ratings of VMTP Shares,
including any provisions with respect to obtaining and maintaining a rating on
such VMTP Shares from such Other Rating Agency. The Trust is required to comply
with the Other Rating Agency Provisions of an Other Rating Agency only if such
Other Rating Agency is then rating a Series of VMTP Shares at the request of
the Trust.

   "OUTSTANDING" means, as of any date with respect to the VMTP Shares of any
Series, the number of VMTP Shares of such Series theretofore issued by the
Trust except, without duplication, (i) any VMTP Shares of such Series
theretofore cancelled or redeemed or delivered to the Redemption and Paying
Agent for cancellation or redemption by the Trust, (ii) any VMTP Shares of such
Series with respect to which the Trust has given a Notice of Redemption and
irrevocably deposited with the Redemption and Paying Agent Deposit Securities
with a Market Value sufficient to redeem such VMTP Shares pursuant to
Section 10 of this Statement of Preferences, (iii) any VMTP Shares of such
Series as to which the Trust shall be a Holder or Beneficial Owner, and
(iv) any VMTP Shares of such Series represented by any certificate in lieu of
which a new certificate has been executed and delivered by the Trust.

   "OVERCONCENTRATION AMOUNT" means as of any date of calculation of the
Effective Leverage Ratio, an amount equal to the sum of: (i) the Market Value
of the Trust's assets that are rated below A-/A3 in excess of 50% of the Market
Value of the Trust's Managed Assets; (ii) the Market Value of the Trust's
assets that are rated below investment grade in excess of 20% of the Market
Value of the Trust's Managed Assets; (iii) the Market Value of the Trust's
assets that are from a single issuer in excess of 12% of the Market Value of
the Trust's Managed Assets; (iv) the Market Value of the Trust's assets that
constitute tobacco obligations in excess of 10% of the Market Value of the
Trust's Managed Assets; and (v) the Market Value of all Deferred Compensation
Hedge Assets, if any.

                                       9

<PAGE>

   "PERMITTED ISSUER" shall have the meaning set forth in Appendix A of this
Statement of Preferences.

   "PERSON" means and includes an individual, a partnership, a corporation, a
trust, an unincorporated association, a joint venture or other entity or a
government or any agency or political subdivision thereof.

   "PREFERRED SHARES" has the meaning set forth in the Declaration Trust, and
includes the VMTP Shares.

   "PURCHASE AGREEMENT" means the VMTP Shares Purchase Agreement, dated as of
the Closing Date, between the Trust and the Purchaser, as amended, modified or
supplemented from time to time.

   "PURCHASER" means the purchaser on the Closing Date as set forth in the
Purchase Agreement.

   "QIB" means a "qualified institutional buyer" as defined in Rule 144A under
the Securities Act.

   "RATE DETERMINATION DATE" means, with respect to any Series of VMTP Shares,
(i) with respect to the Initial Rate Period for any Series of VMTP Shares, the
Business Day immediately preceding the Date of Original Issue of such Series
and (ii) with respect to any Subsequent Rate Period for any Series of VMTP
Shares, the last day of the immediately preceding Rate Period for such Series;
provided, however, that the next succeeding Rate Determination Date will be
determined without regard to any prior extension of a Rate Determination Date
to a Business Day.

   "RATE PERIOD" means with respect to VMTP Shares, the Initial Rate Period and
any Subsequent Rate Period.

   "RATING AGENCY" means each of Fitch (if Fitch is then rating VMTP Shares at
the request of the Trust), Moody's (if Moody's is then rating VMTP Shares at
the request of the Trust) and any Other Rating Agency (if such Other Rating
Agency is then rating VMTP Shares at the request of the Trust).

   "RATING AGENCY CERTIFICATE" has the meaning specified in Section 7(b) of
this Statement of Preferences.

   "RATING AGENCY GUIDELINES" means Moody's Guidelines (if Moody's is then
rating VMTP Shares at the request of the Trust), Fitch Guidelines (if Fitch is
then rating VMTP Shares at the request of the Trust) and any Other Rating
Agency Guidelines (if such Other Rating Agency is then rating VMTP Shares at
the request of the Trust).

   "RATING AGENCY PROVISIONS" means the Moody's Provisions (if Moody's is then
rating VMTP Shares at the request of the Trust), the Fitch Provisions (if Fitch
is then rating VMTP Shares at the request of the Trust) and any Other Rating
Agency Provisions (if such Other Rating Agency is then rating VMTP Shares at
the request of the Trust). The Trust is required to comply with the Rating
Agency Provisions of a Rating Agency only if such Rating Agency is then rating
VMTP Shares at the request of the Trust.

   "RATINGS SPREAD" means, with respect to any Rate Period for any Series of
VMTP Shares, the percentage per annum set forth opposite the lowest applicable
credit rating assigned to such Series by any Rating Agency in the table set
forth directly below on the Rate Determination Date for such Rate Period;
provided, however, that, if such Series of VMTP Shares is not assigned a credit
rating by any Rating Agency on the Rate Determination Date for any Rate Period
for such Series of VMTP Shares as a result of each Rating Agency ceasing to
rate tax-exempt closed-end investment companies generally, "Ratings Spread"
means, with respect to such Rate Period, the percentage per annum in such table
directly below the percentage per annum set forth opposite the lowest
applicable credit rating most recently assigned to such Series by any Rating
Agency in such table prior to such Rate Determination Date.

                                      10

<PAGE>

<TABLE>
<CAPTION>
                              Long-Term Ratings*
                  --------------------------------------------
                   Moody's      Fitch    Applicable Percentage
                  ----------- ---------- ---------------------
                  <S>         <C>        <C>
                  Aaa to Aa3  AAA to AA-         1.05%
                      A1          A+             1.30%
                      A2          A              1.50%
                      A3          A-             1.70%
                     Baa1        BBB+            2.60%
                     Baa2        BBB             2.75%
                     Baa3        BBB-            2.90%
                  Below Baa3  Below BBB-         4.00%
</TABLE>

*  And/or the equivalent long-term rating of an Other Rating Agency then rating
   such Series of VMTP Shares, in all cases utilizing the lowest of the ratings
   of the Rating Agencies then rating such Series of VMTP Shares.

   "REDEMPTION AND PAYING AGENT" means Deutsche Bank Trust Company Americas or
any successor Person, which has entered into an agreement with the Trust to act
in such capacity as the Trust's transfer agent, registrar, dividend disbursing
agent, paying agent, redemption price disbursing agent and calculation agent in
connection with the payment of regularly scheduled dividends with respect to
each Series of VMTP Shares.

   "REDEMPTION AND PAYING AGENT AGREEMENT" means the redemption and paying
agent agreement, dated as of May 8, 2012, by and between the Trust and the
Redemption and Paying Agent pursuant to which Deutsche Bank Trust Company
Americas, or any successor, acts as Redemption and Paying Agent, as amended,
modified or supplemented from time to time.

   "REDEMPTION DATE" has the meaning specified in paragraph (c) of Section 10
of this Statement of Preferences.

   "REDEMPTION PREMIUM" means with respect to any VMTP Share rated above A1/A+
and its equivalent by all Rating Agencies then rating such VMTP Share at the
request of the Trust as of the relevant Redemption Date and subject to any
redemption on such Redemption Date, other than redemptions required to comply
with the Minimum Asset Coverage requirements or in connection with any
redemption to comply with the Minimum Asset Coverage requirements that results
in Minimum Asset Coverage of up to 240%, an amount equal to:

   (A) if such Redemption Date is greater than or equal to two years from the
Term Redemption Date, the product of 3% and the Liquidation Preference of the
VMTP Shares subject to redemption;

   (B) if such Redemption Date is less than two years but greater than or equal
to 18 months from the Term Redemption Date, the product of 2% and the
Liquidation Preference of the VMTP Shares subject to redemption; and

                                      11

<PAGE>

   (C) if such Redemption Date is less than 18 months but greater than or equal
to one year from the Term Redemption Date, the product of 1% and the
Liquidation Preference of the VMTP Shares subject to redemption.

   Any VMTP Share exchanged for a preferred share of an acquiring entity or
successor entity in connection with a reorganization, merger or redomestication
of the Trust in another state that had been previously approved by the Holders
of VMTP Shares or that otherwise does not require the vote or consent of the
Holders of VMTP Shares shall not be subject to the Redemption Premium solely as
a result of such exchange of shares.

   "REDEMPTION PRICE" means, with respect to any VMTP Share, the sum of (i) the
Liquidation Preference, (ii) accumulated but unpaid dividends thereon (whether
or not earned or declared) to, but not including, the date fixed for redemption
(subject to Section 10(e)) and (iii) the Redemption Premium, if any, in respect
of such VMTP Share.

   "REFERENCE BANKS" means four major banks in the London interbank market
selected by the LIBOR Dealer or its affiliates or successors or such other
party as the Trust may from time to time appoint.

   "REGISTRATION RIGHTS AGREEMENT" means the registration rights agreement
entered into between the Trust and the Purchaser dated as of the Closing Date
and as amended from time to time.

   "REGISTRATION RIGHTS FAILURE" means any failure by the Trust to (i) use its
commercially reasonable efforts to make effective a VMTP Registration Statement
with the Securities and Exchange Commission in violation of the Trust's
obligations under the Registration Rights Agreement, or (ii) comply in any
material respect with any other material provision of the Registration Rights
Agreement necessary to effect the VMTP Registration Statement which has not
been cured within 30 Business Days of the date of such violation.

   "REGISTRATION RIGHTS FAILURE EVENT" shall have the meaning specified in
Section 2(e)(i) of this Statement of Preferences.

   "REGISTRATION RIGHTS FAILURE RATE" means 0.25% per annum, which rate shall
be subject to a cumulative increase of an additional 0.25% per annum for each
additional Week in respect of which any Registration Rights Failure has
occurred and is continuing up to a maximum of 2.00%.

   "RELATED DOCUMENTS" means this Statement of Preferences, the Declaration of
Trust, the Purchase Agreement, the Registration Rights Agreement and the VMTP
Shares.

   "RULE 2A-7" means Rule 2a-7 under the 1940 Act.

   "S&P" shall mean Standard & Poor's Ratings Services, a Standard & Poor's
Financial Services LLC business, and any successor or successors thereto

   "SEC" means the Securities and Exchange Commission.

   "SECURITIES ACT" means the U.S. Securities Act of 1933, as amended.

   "SECURITIES DEPOSITORY" means The Depository Trust Company, New York, New
York, and any substitute for or successor to such securities depository that
shall maintain a book-entry system with respect to the VMTP Shares.

   "SERIES" shall have the meaning as set forth in the Recitals of this
Statement of Preferences.

   "SERIES OF VMTP SHARES" shall have the meaning as set forth in the Recitals
of this Statement of Preferences.

   "SIFMA" shall have the meaning as set forth in the Recitals of this
Statement of Preferences.

                                      12

<PAGE>

   "SIFMA MUNICIPAL SWAP INDEX" means the Securities Industry and Financial
Markets Association Municipal Swap Index, or such other weekly, high-grade
index comprised of seven-day, tax-exempt variable rate demand notes produced by
Municipal Market Data, Inc. or its successor, or as otherwise designated by the
Securities Industry and Financial Markets Association as of 3:00 p.m., New York
City time, on the applicable Rate Determination Date; provided, however, that
if such index is no longer produced by Municipal Market Data, Inc. or its
successor, then SIFMA Municipal Swap Index shall mean (i) the S&P Weekly High
Grade Municipal Index produced by Standard & Poor's Financial Services LLC or
its successors on the applicable Rate Determination Date or (ii) if the S&P
Weekly High Grade Municipal Index is no longer produced, one-week LIBOR on the
applicable Rate Determination Date.

   "STATEMENT OF PREFERENCES" means this Statement of Preferences of the VMTP
Shares, as amended from time to time in accordance with the provisions hereof.

   "SUBSEQUENT RATE PERIOD," with respect to VMTP Shares, means the period
from, and including, the first day following a Rate Period of such VMTP Shares
to, and including, the next succeeding Wednesday, or, if such day is not a
Business Day, the next succeeding Business Day.

   "SUBSTITUTE LIBOR DEALER" means any LIBOR Dealer selected by the Trust;
provided that none of such entities shall be an existing LIBOR Dealer.

   "TAXABLE ALLOCATION" means any payment or portion of a payment of a dividend
that is not designated by the Trust as an exempt-interest dividend (as defined
in Section 852(b)(5) of the Code).

   "TERM REDEMPTION AMOUNT" shall have the meaning specified in
Section 10(b)(ii)(A) of this Statement of Preferences.

   "TERM REDEMPTION DATE" means June 1, 2015 or such later date to which the
Term Redemption Date may be extended in accordance with Section 10(b)(i)(A) of
this Statement of Preferences.

   "TOTAL HOLDERS" means, with respect to any Series of VMTP Shares, the
Holders of 100% of the aggregate Outstanding amount of the VMTP Shares of such
Series.

   "TRUST" shall have the meaning as set forth in the Recitals of this
Statement of Preferences.

   "U.S. GOVERNMENT SECURITIES" means direct obligations of the United States
or of its agencies or instrumentalities that are entitled to the full faith and
credit of the United States and that, except in the case of United States
Treasury Bills, provide for the periodic payment of interest and the full
payment of principal at maturity or call for redemption.

   "VALUATION DATE" means (i) each Friday occurring after the Date of Original
Issue that is a Business Day, or for any such Friday that is not a Business
Day, the immediately preceding Business Day, and (ii) the Date of Original
Issue.

   "VMTP REGISTRATION STATEMENT" means a registration statement prepared on
Form N-2 under the Securities Act, including the related final prospectus or
prospectuses, related to the VMTP Shares.

   "VMTP SHARES" shall have the meaning as set forth in the Recitals of this
Statement of Preferences.

   "VOTING PERIOD" shall have the meaning specified in Section 4(b)(i) of this
Statement of Preferences.

   "WEEK" means a period of seven consecutive calendar days.

   The headings preceding the text of Sections included in this Statement of
Preferences are for convenience only and shall not be deemed part of this
Statement of Preferences or be given any effect in interpreting this Statement
of Preferences. The use of the masculine, feminine or neuter gender or the
singular or plural form of words herein shall not limit any provision of this
Statement of Preferences. The use of the terms "including" or

                                      13

<PAGE>

"include" shall in all cases herein mean "including, without limitation" or
"include, without limitation," respectively. Reference to any Person includes
such Person's successors and assigns to the extent such successors and assigns
are permitted by the terms of any applicable agreement, and reference to a
Person in a particular capacity excludes such Person in any other capacity or
individually. Reference to any agreement (including this Statement of
Preferences), document or instrument means such agreement, document or
instrument as amended or modified and in effect from time to time in accordance
with the terms thereof and, if applicable, the terms hereof. Except as
otherwise expressly set forth herein, reference to any law means such law as
amended, modified, codified, replaced or re-enacted, in whole or in part,
including rules, regulations and enforcement procedures.

                                      14

<PAGE>

                                     TERMS

1. NUMBER OF AUTHORIZED SHARES.

   (a) Authorized Shares. The initial number of authorized VMTP Shares is 1,160.

   (b) Capitalization. So long as any VMTP Shares are Outstanding, the Trust
shall not issue (i) any class or series of shares ranking prior to or on a
parity with the VMTP Shares with respect to the payment of dividends or the
distribution of assets upon dissolution, liquidation or winding up of the
affairs of the Trust or (ii) any other "senior security" (as defined in the
1940 Act as of the Date of Original Issue) of the Trust other than the Trust's
use of tender option bonds, futures, forwards, swaps and other derivative
transactions, except as may be issued in connection with any issuance of
preferred shares or other senior securities some or all of the proceeds from
which issuance are used to redeem all of the Outstanding VMTP Shares (provided
that the Trust delivers the proceeds from such issuance necessary to redeem all
of the Outstanding VMTP Shares to the Redemption and Paying Agent for
investment in Deposit Securities for the purpose of redeeming such VMTP Shares
and issues a Notice of Redemption and redeems such VMTP Shares as soon as
practicable in accordance with the terms of this Statement of Preferences).

   (c) Capital and Surplus. For so long as any VMTP Shares are outstanding,
(i) for any of the Trust's shares of beneficial interest having a par value,
the portion of any consideration received by the Trust for such shares equal to
the aggregate par value of such shares shall be deemed to be capital of the
Trust, and (ii) for any of the Trust's shares of beneficial interest having no
par value, the portion of any consideration received by the Trust for such
shares that shall be deemed to be capital of the Trust shall equal $0.01 per
share multiplied by the number of such shares issued by the Trust, unless in
either or each case the Board of Trustees by resolution determines that a
greater portion of such consideration shall be capital of the Trust. The
capital of the Trust may be increased from time to time by resolution of the
Board of Trustees directing that a portion of the net assets of the Trust in
excess of the amount so determined to be capital be transferred to the capital
account. The excess, if any, at any given time, of the net assets of the Trust
over the amount determined to be capital shall be surplus. Solely for purposes
of determining the capital and surplus of the Trust in accordance with this
Section 1(c), the Trust's net assets means the amount by which total assets of
the Trust exceed its total liabilities. Capital and surplus are not liabilities
for this purpose.

   (d) Reduction of Capital. The Trust may reduce its capital by a resolution
of the Board of Trustees in any of the following ways:

      (i)   by reducing or eliminating the capital represented by shares of
            beneficial interest which have been retired;

      (ii)  by applying to an otherwise authorized purchase or redemption of
            outstanding shares of beneficial interest some or all of the
            capital represented by the shares being purchased or redeemed, or
            any capital that has not been allocated to any particular class of
            beneficial interest;

      (iii) by applying to an otherwise authorized conversion or exchange of
            its outstanding shares of beneficial interest some or all of the
            capital represented by the shares being converted or exchanged, or
            some or all of any capital that has not been allocated to any
            particular class or series of its shares of beneficial interest, or
            both, to the extent that such capital in the aggregate exceeds the
            total aggregate par value or the stated capital of any previously
            unissued shares issuable upon such conversion or exchange; or

                                      15

<PAGE>

        (iv) by transferring to surplus (A) some or all of the capital not
             represented by any particular class or series of its beneficial
             interests, (B) some or all of the capital represented by its
             issued shares of beneficial interests having a par value, which
             capital is in excess of the aggregate par value of such shares, or
             (C) some of the capital represented by issued shares of its
             beneficial interests without par value.

Notwithstanding the other provisions of Section (d), no reduction of capital
shall be made or effected unless the assets of the Trust remaining after such
reduction shall be sufficient to pay any debts of the Trust for which payment
has not been otherwise provided.

2. DIVIDENDS.

   (a) Ranking. The shares of any Series of VMTP Shares shall rank on a parity
with each other, with shares of any other Series of VMTP Shares and with shares
of any other Series of Preferred Shares as to the payment of dividends by the
Trust.

   (b) Cumulative Cash Dividends. The Holders of VMTP Shares of any Series
shall be entitled to receive, when, as and if declared by the Board of
Trustees, out of funds legally available therefor under Applicable Law and
otherwise in accordance with the Declaration of Trust and Applicable Law,
cumulative cash dividends at the Applicable Rate for such VMTP Shares,
determined as set forth in Section 2(e), and no more (except to the extent set
forth in Section 3 of this Statement of Preferences), payable on the Dividend
Payment Dates with respect to such VMTP Shares. Holders of VMTP Shares shall
not be entitled to any dividend, whether payable in cash, property or shares,
in excess of full cumulative dividends, as herein provided, on VMTP Shares. No
interest, or sum of money in lieu of interest, shall be payable in respect of
any dividend payment or payments on VMTP Shares which may be in arrears, and no
additional sum of money shall be payable in respect of such arrearage, provided
that nothing in this Section 2(b) shall be deemed to affect the obligation of
the Trust to accumulate and pay dividends at the rate applicable on Increased
Rate Days as contemplated by Section 2(e) hereof.

   (c) Dividends Cumulative from Date of Original Issue. Dividends on VMTP
Shares of any Series shall be declared daily and accumulate at the Applicable
Rate until paid for such VMTP Shares from the Date of Original Issue thereof.

   (d) Dividend Payment Dates. The Dividend Payment Date with respect to VMTP
Shares shall be the first Business Day of each calendar month.

   (e) Applicable Rates and Calculation of Dividends.

  (i)  Applicable Rates. The dividend rate on VMTP Shares of any Series during
       the period from and after the Date of Original Issue of such VMTP Shares
       to and including the last day of the Initial Rate Period for such VMTP
       Shares shall be calculated by the Redemption and Paying Agent and shall
       equal the rate per annum set forth with respect to the shares of such
       Series under "Designation" above. For each Subsequent Rate Period for
       VMTP Shares thereafter, the dividend rate on such VMTP Shares shall be
       calculated by the Redemption and Paying Agent and shall be equal to the
       rate per annum that results from the Applicable Rate Determination for
       such VMTP Shares on the Rate Determination Date immediately preceding
       such Subsequent Rate Period which shall be the sum of the (1) Applicable
       Base Rate and (2) Ratings Spread (the "Applicable Rate"); provided,
       however, that (A) upon the occurrence of an Increased Rate Event, for
       each day from (and including) the day the Increased Rate Event first
       occurs to (and excluding) the day the Increased Rate Event is cured (the
       "Increased Rate Days"), the Applicable Rate shall be a rate equal to the
       sum of (1) the Applicable Base Rate, (2) the Ratings Spread and
       (3) 2.00%, and (B) in the event of a Registration Rights Failure that is
       not cured within three (3) Business Days after written notification to
       the Trust by a Holder of such failure (the "Registration Rights Failure
       Event"), for each day from (and including) the day the Registration
       Rights Failure Event first occurs to (and excluding) the day the
       Registration Rights Failure is cured, which days are not Increased Rate
       Days, the Applicable Rate shall be a rate equal to the sum of (1) the
       Applicable

                                      16

<PAGE>

       Base Rate, (2) the Ratings Spread and (3) the Registration Rights
       Failure Rate. The Applicable Rate for any Rate Period (or portion
       thereof) shall in no event exceed the Maximum Rate.

   (ii) Calculation of Dividends. The amount of dividends per share payable on
        VMTP Shares of a Series on any Dividend Payment Date shall be
        calculated by the Redemption and Paying Agent and shall equal the sum
        of the dividends accumulated but not yet paid for each Rate Period (or
        part thereof) in the related Dividend Period or Dividend Periods. The
        amount of dividends accumulated for each such Rate Period (or part
        thereof) shall be computed by multiplying the Applicable Rate in effect
        for VMTP Shares of such Series for such Rate Period (or part thereof)
        by a fraction, the numerator of which shall be the number of days in
        such Rate Period (or part thereof) and the denominator of which shall
        be the actual number of days in the year (365 or 366), and multiplying
        such product by $100,000.

   (f) Curing a Failure to Deposit. A Failure to Deposit in respect of a Series
of VMTP Shares shall end on the Business Day on which, by 12:00 noon, New York
City time, an amount of funds available on such day shall have been deposited
irrevocably in trust with the Redemption and Paying Agent equal to all unpaid
dividends on such Series and any unpaid Redemption Price for shares, if any, of
such Series for which Notice of Redemption has been provided by the Trust
pursuant to Section 10(c) of this Statement of Preferences.

   (g) Dividend Payments by the Trust to Redemption and Paying Agent. In
connection with each Dividend Payment Date for VMTP Shares, the Trust shall pay
to the Redemption and Paying Agent, not later than 12:00 noon, New York City
time, on the Business Day immediately preceding the Dividend Payment Date, an
aggregate amount of Deposit Securities equal to the dividends to be paid to all
Holders of VMTP Shares on such Dividend Payment Date as determined in
accordance with Section 2(e)(ii) of this Statement of Preferences or as
otherwise provided for. If an aggregate amount of funds equal to the dividends
to be paid to all Holders of VMTP Shares on such Dividend Payment Date are not
available in New York, New York, by 12:00 noon, New York City time, on the
Business Day immediately preceding such Dividend Payment Date, the Redemption
and Paying Agent will notify the Holders by Electronic Means of such fact prior
to the close of business on such day.

   (h) Redemption and Paying Agent to Hold Dividend Payments by Trust in Trust.
All Deposit Securities paid to the Redemption and Paying Agent for the payment
of dividends shall be held in trust for the payment of such dividends by the
Redemption and Paying Agent for the benefit of the Holders specified in
Section 2(i). The Redemption and Paying Agent shall notify the Trust by
Electronic Means of the amount of any funds deposited with the Redemption and
Paying Agent by the Trust for any reason under the Redemption and Paying Agent
Agreement, including for the payment of dividends or the redemption of VMTP
Shares, that remain with the Redemption and Paying Agent after ninety (90) days
from the date of such deposit and such amount shall, to the extent permitted by
law, be repaid to the Trust by the Redemption and Paying Agent upon request by
Electronic Means of the Trust. The Trust's obligation to pay dividends to
Holders in accordance with the provisions of this Statement of Preferences
shall be satisfied upon payment by the Redemption and Paying Agent of such
Dividends to the Securities Depository on the relevant Dividend Payment Date.

   (i) Dividends Paid to Holders. Each dividend on VMTP Shares shall be
declared daily to the Holders thereof at the close of business on each such day
and paid on each Dividend Payment Date to the Holders thereof at the close of
business on the day immediately preceding such Dividend Payment Date. In
connection with any transfer of VMTP Shares, the transferor as Beneficial Owner
of VMTP Shares shall be deemed to have agreed pursuant to the terms of the VMTP
Shares to transfer to the transferee the right to receive from the Trust any
dividends declared and unpaid for each day prior to the transferee becoming the
Beneficial Owner of the VMTP Shares in exchange for payment of the purchase
price for such VMTP Shares by the transferee. In connection with any transfer
of VMTP Shares, the transferee as Beneficial Owner of VMTP Shares shall be
deemed to have agreed pursuant to the terms of the VMTP Shares to transfer to
the transferor (or prior Beneficial Owner) the right to receive from the Trust
any dividends in the nature of Gross-up Payments that relate to dividends paid
during the transferor's (or prior Beneficial Owner's) holding period.

   (j) Dividends Credited Against Earliest Accumulated But Unpaid Dividends.
Any dividend payment made on VMTP Shares that is insufficient to cover the
entire amount of dividends payable shall first be credited against the earliest
accumulated but unpaid dividends due with respect to such VMTP Shares.
Dividends in

                                      17

<PAGE>

arrears for any past Dividend Period may be declared and paid on any date,
without reference to any regular Dividend Payment Date, to the Holders on the
record books of the Trust as of a record date to be fixed by the Board of
Trustees, such record date not to exceed 15 days preceding the payment date of
such dividends.

   (k) Dividends Designated as Exempt-Interest Dividends. Dividends on VMTP
Shares shall be designated as exempt-interest dividends up to the amount of the
Net Tax-Exempt Income of the Trust, to the extent permitted by, and for
purposes of, Section 852 of the Code.

3. GROSS-UP PAYMENTS AND NOTICE OF ALLOCATIONS. Holders of VMTP Shares shall be
entitled to receive, when, as and if declared by the Board of Trustees, out of
funds legally available therefor under Applicable Law and otherwise in
accordance with Applicable Law, dividends in an amount equal to the aggregate
Gross-up Payments as follows:

   (a) Whenever the Trust intends or expects to include any net capital gains
or ordinary income taxable for regular federal income tax purposes in any
dividend on VMTP Shares, the Trust shall notify the Redemption and Paying Agent
of the amount to be so included (i) not later than 8 calendar days preceding
the first Rate Determination Date on which the Applicable Rate for such
dividend is to be established, and (ii) for any successive Rate Determination
Date on which the Applicable Rate for such dividend is to be established, not
later than the close of business on the immediately preceding Rate
Determination Date. Whenever such advance notice is received from the Trust,
the Redemption and Paying Agent will notify each Holder and each Beneficial
Owner or its Agent Member identified to the Redemption and Paying Agent. With
respect to a Rate Period for which such advance notice was given and whose
dividends are comprised partly of such ordinary income or capital gains and
partly of exempt-interest income, the different types of income will be paid in
the same relative proportions for each day during the Rate Period.

   (b)  (i) If the Trust allocates, under Subchapter M of Chapter 1 of the
Code, any net capital gains or ordinary income taxable for regular federal
income tax purposes to a dividend paid on VMTP Shares the Trust shall to the
extent practical simultaneously increase such dividend payment by an additional
amount equal to the Gross-up Payment and direct the Redemption and Paying Agent
to send notice with such dividend describing the Gross-up Payment and (ii) if
the Trust allocates, under Subchapter M of Chapter 1 of the Code, any net
capital gains or ordinary income taxable for regular federal income tax
purposes to a dividend paid on VMTP Shares without simultaneously increasing
such dividend as describe in clause (i) above the Trust shall, prior to the end
of the calendar year in which such dividend was paid, direct the Redemption and
Paying Agent to send notice with a Gross-up Payment to the Holder that was
entitled to such dividend payment during such calendar year at such Holder's
address as the same appears or last appeared on the record books of the Trust.

   (c) The Trust shall not be required to make Gross-up Payments with respect
to any net capital gains or ordinary income determined by the Internal Revenue
Service to be allocable in a manner different from the manner used by the Trust.

4. VOTING RIGHTS.

   (a) One Vote Per VMTP Share. Except as otherwise provided in the Declaration
of Trust or as otherwise required by law, (i) each Holder of VMTP Shares shall
be entitled to one vote for each VMTP Share held by such Holder on each matter
submitted to a vote of shareholders of the Trust, and (ii) the holders of
outstanding Preferred Shares, including each VMTP Share, and of Common Shares
shall vote together as a single class; provided, however, that the holders of
outstanding Preferred Shares, including VMTP Shares, voting together as a
class, to the exclusion of the holders of all other securities and classes of
shares of beneficial interest of the Trust, shall be entitled to elect two
trustees of the Trust at all times, each Preferred Share, including each VMTP
Share, entitling the holder thereof to one vote. Subject to Section 4(b), the
holders of outstanding Common Shares and Preferred Shares, including VMTP
Shares, voting together as a single class, shall elect the balance of the
trustees.

   (b) Voting for Additional Trustees.

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<PAGE>

     (i)  Voting Period. During any period in which any one or more of the
          conditions described in subparagraphs (A) or (B) of this
          Section 4(b)(i) shall exist (such period being referred to herein as
          a "VOTING PERIOD"), the number of trustees constituting the Board of
          Trustees shall be automatically increased by the smallest number
          that, when added to the two trustees elected exclusively by the
          holders of Preferred Shares, including VMTP Shares, would constitute
          a majority of the Board of Trustees as so increased by such smallest
          number; and the holders of Preferred Shares, including VMTP Shares,
          shall be entitled, voting together as a single class on a
          one-vote-per-share basis (to the exclusion of the holders of all
          other securities and classes of shares of beneficial interest of the
          Trust), to elect such smallest number of additional trustees,
          together with the two trustees that such holders are in any event
          entitled to elect. A Voting Period shall commence:

          (A) if at the close of business on any Dividend Payment Date
              accumulated dividends (whether or not earned or declared) on any
              outstanding Preferred Shares, including VMTP Shares, equal to at
              least two full years' dividends shall be due and unpaid and
              sufficient cash or specified securities shall not have been
              deposited with the Redemption and Paying Agent (or other
              redemption and paying agent for Preferred Shares other than VMTP
              Shares, if applicable) for the payment of such accumulated
              dividends; or

          (B) if at any time holders of Preferred Shares are entitled under the
              1940 Act to elect a majority of the trustees of the Trust.

          Upon the termination of a Voting Period, the voting rights described
          in this Section 4(b)(i) shall cease, subject always, however, to the
          revesting of such voting rights in the holders of Preferred Shares
          upon the further occurrence of any of the events described in this
          Section 4(b)(i).

    (ii)  Notice of Special Meeting. As soon as reasonably practicable after
          the accrual of any right of the holders of Preferred Shares to elect
          additional trustees as described in Section 4(b)(i) of this
          Section 4, the Trust may call a special meeting of such holders, such
          call to be made by notice as provided in the bylaws of the Trust,
          such meeting to be held not less than ten (10) nor more than sixty
          (60) days after the date of mailing of such notice. If a special
          meeting is not called by the Trust, it may be called by any such
          holder on like notice. The record date for determining the holders
          entitled to notice of and to vote at such special meeting shall be
          not less than ten (10) days nor more than sixty (60) prior to the
          date of such special meeting. At any such special meeting and at each
          meeting of holders of Preferred Shares held during a Voting Period at
          which trustees are to be elected, such holders, voting together as a
          class (to the exclusion of the holders of all other securities and
          classes of shares of beneficial interest of the Trust), shall be
          entitled to elect the number of trustees prescribed in
          Section 4(b)(i) on a one-vote-per-share basis.

   (iii)  Terms of Office of Existing Trustees. The terms of office of all
          persons who are trustees of the Trust at the time of a special
          meeting of Holders and holders of other Preferred Shares to elect
          trustees shall continue, notwithstanding the election at such meeting
          by the Holders and such other holders of other Preferred Shares of
          the number of trustees that they are entitled to elect, and the
          persons so elected by the Holders and such other holders of other
          Preferred Shares, together with the two incumbent trustees elected by
          the Holders and such other holders of other Preferred Shares and the
          remaining incumbent trustees elected by the holders of the Common
          Shares and Preferred Shares, shall constitute the duly elected
          trustees of the Trust.

    (iv)  Terms of Office of Certain Trustees to Terminate Upon Termination of
          Voting Period. Simultaneously with the termination of a Voting
          Period, the terms of office of the additional trustees elected by the
          Holders and holders of other Preferred Shares pursuant to
          Section 4(b)(i) shall terminate, the remaining trustees shall
          constitute the trustees of the Trust and the voting rights of the
          Holders and such other holders to elect additional trustees pursuant
          to Section 4(b)(i) shall cease, subject to the provisions of the last
          sentence of Section 4(b)(i).

                                      19

<PAGE>

   (c) 1940 Act Matters. The affirmative vote of the holders of a "majority of
the outstanding Preferred Shares," including the VMTP Shares Outstanding at the
time, voting as a separate class, shall be required to approve (A) any
conversion of the Trust from a closed-end to an open-end investment company,
(B) any plan of reorganization (as such term is used in the 1940 Act) adversely
affecting such shares and (C) any action requiring a vote of security holders
of the Trust under Section 13(a) of the 1940 Act.

       For purposes of the foregoing, "majority of the outstanding Preferred
Shares" means (i) 67% or more of such shares present at a meeting, if the
holders of more than 50% of such shares are present or represented by proxy, or
(ii) more than 50% of such shares, whichever is less. In the event a vote of
Holders of VMTP Shares is required pursuant to the provisions of Section 13(a)
of the 1940 Act, the Trust shall, not later than 10 Business Days prior to the
date on which such vote is to be taken, notify Moody's (if Moody's is then
rating the VMTP Shares at the request of the Trust), Fitch (if Fitch is then
rating the VMTP Shares at the request of the Trust) and Other Rating Agency (if
any Other Rating Agency is then rating the VMTP Shares at the request of the
Trust) that such vote is to be taken and the nature of the action with respect
to which such vote is to be taken.

   (d) Exclusive Right to Vote on Certain Matters. Notwithstanding the
foregoing, and except as otherwise required by the Declaration of Trust or
Applicable Law, (i) Holders of Outstanding VMTP Shares will be entitled as a
Series, to the exclusion of the holders of all other securities, including
other Preferred Shares, Common Shares and other classes of shares of beneficial
interest of the Trust, to vote on matters adversely affecting the VMTP Shares
that do not adversely affect any of the rights of holders of such other
securities, including other Preferred Shares, Common Shares and other classes
of shares of beneficial interest of the Trust and (ii) Holders of Outstanding
VMTP Shares will not be entitled to vote on matters adversely affecting any
other Preferred Shares, Common Shares and other classes of shares of beneficial
interest of the Trust that do not adversely affect any of the rights of Holders
of the VMTP Shares.

   (e) Rights Set Forth Herein are Sole Rights. Unless otherwise required by
law, the Holders of VMTP Shares shall not have any relative rights or
preferences or other special rights other than those specifically set forth
herein.

   (f) No Preemptive Rights or Cumulative Voting. The Holders of VMTP Shares
shall have no preemptive rights or rights to cumulative voting.

   (g) Voting for Trustees Sole Remedy for Trust's Failure to Pay Dividends. In
the event that the Trust fails to pay any dividends on the VMTP Shares, the
exclusive remedy of the Holders shall be the right to vote for trustees
pursuant to the provisions of this Section 4; provided that nothing in this
Section 4(g) shall be deemed to affect the obligation of the Trust to
accumulate and pay dividends at the Applicable Rate in the circumstances
contemplated by Section 2(e)(i) hereof.

   (h) Holders Entitled to Vote. For purposes of determining any rights of the
Holders to vote on any matter, whether such right is created by this Statement
of Preferences, by the other provisions of the Declaration of Trust, by statute
or otherwise by Applicable Law, no Holder shall be entitled to vote any VMTP
Shares and no VMTP Shares shall be deemed to be "Outstanding" for the purpose
of voting or determining the number of VMTP Shares required to constitute a
quorum if, prior to or concurrently with the time of determination of VMTP
Shares entitled to vote or VMTP Shares deemed Outstanding for quorum purposes,
as the case may be, the requisite Notice of Redemption with respect to such
VMTP Shares shall have been provided as set forth in Section 10(c) of this
Statement of Preferences and Deposit Securities with a Market Value equal to
the Redemption Price for the redemption of such VMTP Shares shall have been
deposited in trust with the Redemption and Paying Agent for that purpose. VMTP
Shares held (legally or beneficially) by the Trust or any affiliate of the
Trust or otherwise controlled by the Trust or any affiliate of the Trust shall
not have any voting rights or be deemed to be Outstanding for voting or for
calculating the voting percentage required on any other matter or other
purposes.

   (i) Grant of Irrevocable Proxy. To the fullest extent permitted by
Applicable Law, each Holder and Beneficial Owner may in its discretion grant an
irrevocable proxy.

                                      20

<PAGE>

5. AMENDMENTS AND RATING AGENCIES.

   (a) Except as may be otherwise expressly provided in respect of a particular
provision of this Statement of Preferences or as otherwise required by
Applicable Law, this Statement of Preferences may be amended only upon the
affirmative vote or written consent of (1) a majority of the Board of Trustees
and (2) the Holders of a majority of the Outstanding VMTP Shares.

   (b) Notwithstanding Section 5(a) of this Statement of Preferences, except as
may be otherwise expressly provided by Sections 5(f), 5(g) or 5(h) of this
Statement of Preferences or as otherwise required by Applicable Law, so long as
any VMTP Shares are Outstanding, (x) the definitions of "Eligible Assets"
(including Appendix A hereto) and "Minimum Asset Coverage" and (y) Sections
1(b), 6(a), 6(b), 6(c), 6(d), paragraphs (A) through (D) of Section 10(b)(ii),
Section 13(h) and Section 13(i) of this Statement of Preferences may be amended
only upon the affirmative vote or written consent of (1) a majority of the
Board of Trustees and (2) the Holders of 66 2/3% of the Outstanding VMTP
Shares. No amendment to paragraphs (A) through (D) of Section 10(b)(ii) of this
Statement of Preferences shall be effective unless the Trust has received
written confirmation from each Rating Agency, as applicable, then rating the
VMTP Shares at the request of the Trust, that such amendment will not adversely
affect the rating then assigned by such Rating Agency to the VMTP Shares.

   (c) Notwithstanding Sections 5(a) and 5(b) of this Statement of Preferences,
except as may be otherwise expressly provided by Sections 5(f), 5(g) or 5(h) of
this Statement of Preferences or as otherwise required by Applicable Law,
(i)(A) the provisions of this Statement of Preferences set forth under (x) the
caption "Designation" (but only with respect to any VMTP Shares already issued
and Outstanding), (y) Sections 1(a) (but only with respect to any VMTP Shares
already issued and Outstanding), 2(a), 2(b), 2(c), 2(d), 2(e)(i), 2(e)(ii),
2(k), 3(b), 8, 10(a)(i), 10(b)(i), 10(h), 11(a), 11(b) or 11(c) of this
Statement of Preferences and (z) the definitions "Additional Amount",
"Applicable Base Rate", "Applicable Rate", "Dividend Payment Date", "Dividend
Period", "Effective Leverage Ratio", "Failure to Deposit", "Gross-up Payment",
"Increased Rate Event", "Liquidation Preference", "Maximum Rate",
"Outstanding", "Rate Determination Date", "Ratings Spread", "Redemption
Premium", "Redemption Price", "Subsequent Rate Period" or "Term Redemption
Date" may be amended so as to adversely affect the amount, timing, priority or
taxability of any dividend, redemption or other payment or distribution due to
the Holders and (B) the definition of "Effective Leverage Ratio" or the
provisions of this Statement of Preferences specifying the calculation thereof
may be amended, in each case, only upon the affirmative vote or written consent
of (1) a majority of the Board of Trustees and (2) the Total Holders and
(ii) the provisions listed in clause (i)(A) above may otherwise be amended upon
the affirmative vote or written consent of (1) a majority of the Board of
Trustees and (2) the holders of 66 2/3% of the Outstanding VMTP Shares.

   (d) If any action set forth above in Section 5(b) would affect, or in
Section 5(a) or 5(c) would adversely affect, the rights of one or more Series
(the "AFFECTED SERIES") of VMTP Shares in a manner different from any other
Series of VMTP Shares, except as may be otherwise expressly provided as to a
particular provision of this Statement of Preferences or as otherwise required
by Applicable Law, the affirmative vote or consent of Holders of the
corresponding percentage of the Affected Series Outstanding (as set forth in
Section 5(a), (b) or (c)), shall also be required.

   (e) Any amendment that amends a provision of this Statement of Preferences,
the Declaration of Trust or the VMTP Shares that requires the vote or consent
of Holders of a percentage greater than a Majority shall require such specified
percentage to approve any such proposed amendment.

   (f) Notwithstanding paragraphs (a) through (e) above or anything expressed
or implied to the contrary in this Statement of Preferences, but subject to
Applicable Law, a majority of the Board of Trustees may, by resolution duly
adopted, without shareholder approval, but with at least 20 Business Days prior
written notice to the Holders, amend or supplement this Statement of
Preferences (1) to the extent not adverse to any Holder or Beneficial Owner, to
supply any omission, or cure, correct or supplement any ambiguous, defective or
inconsistent provision hereof; provided that if Holders of at least 66 2/3% of
the VMTP Shares Outstanding, indicate in writing that they are adversely
affected thereby not later than five (5) Business Days prior to the effective
date of any such amendment or supplement, the Trust either shall not make any
such amendment or supplement or may seek arbitration with respect to such
matter (at the expense of the Trust), or (2) to reflect any amendments or
supplements

                                      21

<PAGE>

hereto which the Board of Trustees is expressly entitled to adopt pursuant to
the terms of this Statement of Preferences without shareholder approval,
including without limitation, (i) amendments pursuant to Section 5(g) of this
Statement of Preferences, (ii) amendments the Board of Trustees deem necessary
to conform this Statement of Preferences to the requirements of Applicable Law
or the requirements of the Code, (iii) amendments to effect or implement any
plan of reorganization among the Trust and any registered investment companies
under the 1940 Act that has been approved by the requisite vote of the Trust's
shareholders or (iv) to designate additional Series of VMTP Shares (and terms
relating thereto) to the extent permitted by this Statement of Preferences, the
VMTP Shares and the Declaration of Trust. Any arbitration commenced pursuant to
clause 1 of the immediately preceding sentence shall be conducted in New York,
New York and in accordance with the American Arbitration Association rules.

   (g) Notwithstanding anything expressed or implied to the contrary in this
Statement of Preferences, the Board of Trustees may, subject to this
Section 5(g), at any time, terminate the services of a Rating Agency then
providing a rating for VMTP Shares of such Series with or without replacement,
in either case, without the approval of Holders of VMTP Shares of such Series
or other shareholders of the Trust, provided that, subject to clauses (ii) and
(iii) below the Trust shall use commercially reasonable efforts to cause at
least two Rating Agencies to issue long-term credit ratings with respect to
each Series of VMTP Shares for so long as such Series is Outstanding.

     (i)  The Board of Trustees, without the approval of the Holders of any
          Series of VMTP Shares or other shareholders of the Trust, may
          terminate the services of any Rating Agency then providing a rating
          for a Series of VMTP Shares and replace it with another NRSRO,
          provided that the Trust provides seven (7) days' notice by Electronic
          Means to the Holders of VMTP Shares of such Series prior to
          terminating the services of a Rating Agency and replacing it with
          another NRSRO that, at the time of such replacement has (i) published
          a rating for the VMTP Shares of such Series and (ii) entered into an
          agreement with the Trust to continue to publish such rating subject
          to such NRSRO's customary conditions.

    (ii)  (A) The Board of Trustees, without the approval of Holders of VMTP
          Shares or other shareholders of the Trust, may terminate the services
          of any Rating Agency then providing a rating for a Series of VMTP
          Shares without replacement, provided that (I) the Trust has given the
          Redemption and Paying Agent, and such terminated Rating Agency and
          Holders of VMTP Shares of such Series at least 45 calendar days'
          advance written notice of such termination of services, (II) the
          Trust is in compliance with the Rating Agency Provisions of such
          terminated Rating Agency at the time the notice required in clause
          (I) hereof is given and at the time of the termination of such Rating
          Agency's services, and (III) the VMTP Shares of such Series continue
          to be rated by at least two Rating Agencies at and after the time of
          the termination of such Rating Agency's services.

          (B) On the date that the notice is given as described in the
          preceding clause (A) and on the date that the services of the
          applicable Rating Agency are terminated, the Trust shall provide the
          Redemption and Paying Agent and such terminated Rating Agency with an
          officers' certificate as to the compliance with the provisions of the
          preceding clause (A).

   (iii)  In the event a Rating Agency ceases to furnish a preferred share
          rating or the Trust terminates a Rating Agency in accordance with
          Section 5(g)(i) or Section 5(g)(ii) of this Statement of Preferences,
          the Trust shall no longer be required to comply with the applicable
          Rating Agency Provisions of the Rating Agency so ceasing to furnish a
          preferred share rating or so terminated and, as applicable, the Trust
          shall be required to thereafter comply only with the Rating Agency
          Provisions of each Rating Agency then providing a rating for the VMTP
          Shares of such Series at the request of the Trust, and any credit
          rating of such terminated Rating Agency, to the extent it would have
          been taken into account in any of the provisions hereof for such
          Series, shall be disregarded, and only the credit ratings of the
          Rating Agencies then providing a rating for the VMTP

                                      22

<PAGE>

          Shares of such Series shall be taken into account for purposes
          hereof, provided that, for purposes of determining the Applicable
          Rate applicable to a Rate Period, any designation of a Rating Agency
          after the Rate Determination Date for such Rate Period will take
          effect on or as of the next succeeding Rate Determination Date.

    (iv)  Notwithstanding anything herein to the contrary, but subject to this
          Section 5(g), the Rating Agency Guidelines, as they may be amended
          from time to time by the respective Rating Agency, will be reflected
          in a written document and may be amended by the respective Rating
          Agency without the vote, consent or approval of the Trust, the Board
          of Trustees or any holder of Preferred Shares, including any Series
          of VMTP Shares, or any other shareholder of the Trust. Subject to
          this Section 5(g), the Board of Trustees, without the vote or consent
          of any holder of Preferred Shares, including any Series of VMTP
          Shares, or any other shareholder of the Trust, may from time to time
          take such actions as may be reasonably required in connection with
          obtaining, maintaining or changing the rating of any Rating Agency
          that is then rating the VMTP Shares at the request of the Trust, and
          any such action will not be deemed to affect the preferences, rights
          or powers of Preferred Shares, including VMTP Shares, or the Holders
          thereof, provided that the Board of Trustees receives written
          confirmation from such Rating Agency then rating the VMTP Shares at
          the request of the Trust (with such confirmation in no event being
          required to be obtained from a particular Rating Agency with respect
          to definitions or other provisions relevant only to and adopted in
          connection with another Rating Agency's rating of any Series of VMTP
          Shares) that any such action would not adversely affect the rating
          then assigned by such Rating Agency.

   (h) Notwithstanding the foregoing, nothing in this Section 5 is intended in
any way to limit the ability of the Board of Trustees to, subject to Applicable
Law, amend or alter any provisions of this Statement of Preferences at any time
that there are no VMTP Shares Outstanding.

6. MINIMUM ASSET COVERAGE AND OTHER FINANCIAL REQUIREMENTS.

   (a) Minimum Asset Coverage. The Trust shall maintain, as of the last
Business Day of each week in which any VMTP Share is Outstanding, the Minimum
Asset Coverage.

   (b) Effective Leverage Ratio. The Trust shall maintain an Effective Leverage
Ratio of not greater than 45% (other than solely by reason of fluctuations in
the market value of its portfolio securities). In the event that the Trust's
Effective Leverage Ratio exceeds 45% (whether by reason of fluctuations in the
market value of its portfolio securities or otherwise) as of the close business
on any Business Day, the Trust shall cause the Effective Leverage Ratio to be
45% or lower within 10 Business Days ("EFFECTIVE LEVERAGE RATIO CURE PERIOD").

   (c) Eligible Assets. The Trust shall make investments only in the Eligible
Assets in accordance with the Trust's investment objectives and investment
policies.

   (d) Credit Quality. Under normal market conditions, the Trust shall invest
at least 80% of its net assets in Municipal Securities rated, at the time of
investment, in one of the four highest rating categories by at least one NRSRO
or, if unrated, determined to be of comparable quality by the Investment
Adviser.

   (e) Liens. The Trust shall not (i) create or incur or suffer to be incurred
or to exist any lien on any funds, accounts or other property held under the
Declaration of Trust, except as permitted by the Declaration of Trust and the
Statement of Preferences or (ii) except for any lien for the benefit of the
Custodian of the Trust on the assets of the Trust held by such Custodian or any
lien arising by operation of law, pledge or otherwise enter into a security
arrangement in respect of any portfolio security or other asset to secure any
senior securities or other liabilities to be incurred by the Trust unless the
securities and other assets pledged pursuant to all such pledge or other
security arrangements are valued, for purposes of determining the value of the
collateral required to be posted or otherwise provided under all such security
arrangements, in an aggregate amount not less than 70% of their aggregate
market value from time to time (by reference to prices determined by an
independent pricing service),

                                      23

<PAGE>

provided that the required collateral value (determined in accordance with this
clause (ii)) under such pledge or other security arrangements shall not exceed
the market value of the exposure of each secured party to the credit of the
Trust. The Trust shall not be deemed to have breached this Section 6(e) if any
pledge or security interest in violation of the preceding sentence is created
or incurred by the Trust and the Trust cures such violation within five
(5) Business Days of receiving notice of the existence thereof.

   (f) Tender Option Bond Trust. The Trust shall not sell or otherwise transfer
assets of the Trust to any tender option bond trust if the Trust will own any
or all of the related residual trust certificates unless the aggregate
principal amount of the non-residual trust certificates issued by such tender
option bond trust is at least 50% of the aggregate Market Value of such assets
at the time of inception of such tender option bond trust.

7. BASIC MAINTENANCE AMOUNT.

   (a) So long as VMTP Shares are Outstanding, the Trust shall maintain, on
each Valuation Date, and shall verify to its satisfaction that it is
maintaining on such Valuation Date, (i) Moody's Eligible Assets having an
aggregate Discounted Value equal to or greater than the Basic Maintenance
Amount (if Moody's is then rating the VMTP Shares at the request of the Trust),
(ii) Fitch Eligible Assets having an aggregate Discounted Value equal to or
greater than the Basic Maintenance Amount (if Fitch is then rating the VMTP
Shares at the request of the Trust), and (iii) Other Rating Agency Eligible
Assets having an aggregate Discounted Value equal to or greater than the Basic
Maintenance Amount (if any Other Rating Agency is then rating the VMTP Shares
at the request of the Trust).

   (b) The Trust shall deliver to each Rating Agency which is then rating VMTP
Shares at the request of the Trust and any other party specified in the Rating
Agency Guidelines all certificates that are set forth in the respective Rating
Agency Guidelines regarding Minimum Asset Coverage, the Basic Maintenance
Amount and/or related calculations at such times and containing such
information as set forth in the respective Rating Agency Guidelines (each, a
"RATING AGENCY CERTIFICATE"). A failure by the Trust to deliver a Rating Agency
Certificate with respect to the Basic Maintenance Amount shall be deemed to be
delivery of a Rating Agency Certificate indicating the Discounted Value for all
assets of the Trust is less than the Basic Maintenance Amount, as of the
relevant Valuation Date; provided, however, that the Trust shall have the
ability to cure such failure to deliver a Rating Agency Certificate within one
day of receipt of notice from such Rating Agency that the Trust failed to
deliver such Rating Agency Certificate.

8. RESTRICTIONS ON DIVIDENDS AND OTHER DISTRIBUTIONS.

   (a) Dividends on Preferred Shares Other Than VMTP Shares. Except as set
forth in the next sentence, no dividends shall be declared or paid or set apart
for payment on the shares of any class or series of shares of beneficial
interest of the Trust ranking, as to the payment of dividends, on a parity with
VMTP Shares for any period unless full cumulative dividends have been or
contemporaneously are declared and paid on the shares of each Series of VMTP
Shares through their most recent Dividend Payment Date. When dividends are not
paid in full upon the shares of each Series of VMTP Shares through their most
recent Dividend Payment Date or upon the shares of any other class or series of
shares of beneficial interest of the Trust ranking on a parity as to the
payment of dividends with VMTP Shares through their most recent respective
dividend payment dates, all dividends declared upon VMTP Shares and any other
such class or series of shares of beneficial interest of the Trust ranking on a
parity as to the payment of dividends with VMTP Shares shall be declared pro
rata so that the amount of dividends declared per share on VMTP Shares and such
other class or series of shares of beneficial interest of the Trust shall in
all cases bear to each other the same ratio that accumulated dividends per
share on the VMTP Shares and such other class or series of shares of beneficial
interest of the Trust bear to each other (for purposes of this sentence, the
amount of dividends declared per VMTP Share shall be based on the Applicable
Rate for such VMTP Share effective during the Dividend Periods during which
dividends were not paid in full).

   (b) Dividends and Other Distributions With Respect to Common Shares Under
the 1940 Act. The Board of Trustees shall not declare any dividend (except a
dividend payable in Common Shares), or declare any other distribution, upon the
Common Shares, or purchase or otherwise acquire for consideration Common
Shares, unless in every such case the Preferred Shares have, at the time of any
such declaration or such purchase or other acquisition an asset coverage (as
defined in and determined pursuant to the 1940 Act) of at least 200% (or such
other asset coverage as may in the future be specified in or under the 1940 Act
as the minimum asset coverage for senior

                                      24

<PAGE>

securities which are shares of stock of a closed-end investment company as a
condition of declaring dividends on its common shares or stock) after deducting
the amount of such dividend or distribution or the price or other amount paid
in respect of such purchase or acquisition, as the case may be.

   (c) Other Restrictions on Dividends and Other Distributions. For so long as
any VMTP Share is Outstanding, and except as set forth in Section 8(a) and
Section 11(c) of this Statement of Preferences, (A) the Trust shall not
declare, pay or set apart for payment any dividend or other distribution (other
than a dividend or distribution paid in shares of, or in options, warrants or
rights to subscribe for or purchase, Common Shares or other shares, if any,
ranking junior to the VMTP Shares as to the payment of dividends and the
distribution of assets upon dissolution, liquidation or winding up) in respect
of the Common Shares or any other shares of the Trust ranking junior to or on a
parity with the VMTP Shares as to the payment of dividends or the distribution
of assets upon dissolution, liquidation or winding up, or call for redemption,
redeem, purchase or otherwise acquire for consideration any Common Shares or
any other such junior shares (except by conversion into or exchange for shares
of the Trust ranking junior to the VMTP Shares as to the payment of dividends
and the distribution of assets upon dissolution, liquidation or winding up), or
any such parity shares (except by conversion into or exchange for shares of the
Trust ranking junior to or on a parity with VMTP Shares as to the payment of
dividends and the distribution of assets upon dissolution, liquidation or
winding up), unless (i) full cumulative dividends on shares of each Series of
VMTP Shares through its most recently ended Dividend Period shall have been
paid or shall have been declared and sufficient funds for the payment thereof
deposited with the Redemption and Paying Agent and (ii) the Trust has redeemed
the full number of VMTP Shares required to be redeemed by any provision for
mandatory redemption pertaining thereto, and (B) the Trust shall not declare,
pay or set apart for payment any dividend or other distribution (other than a
dividend or distribution paid in shares of, or in options, warrants or rights
to subscribe for or purchase, Common Shares or other shares, if any, ranking
junior to VMTP Shares as to the payment of dividends and the distribution of
assets upon dissolution, liquidation or winding up) in respect of Common Shares
or any other shares of the Trust ranking junior to VMTP Shares as to the
payment of dividends or the distribution of assets upon dissolution,
liquidation or winding up, or call for redemption, redeem, purchase or
otherwise acquire for consideration any Common Shares or any other such junior
shares (except by conversion into or exchange for shares of the Trust ranking
junior to VMTP Shares as to the payment of dividends and the distribution of
assets upon dissolution, liquidation or winding up), unless immediately after
such transaction the Discounted Value of Moody's Eligible Assets (if Moody's is
then rating the VMTP Shares at the request of the Trust), Fitch Eligible Assets
(if Fitch is then rating the VMTP Shares at the request of the Trust) and Other
Rating Agency Eligible Assets (if any Other Rating Agency is then rating the
VMTP Shares at the request of the Trust) would each at least equal the Basic
Maintenance Amount.

   (d) Sources of Dividends. Notwithstanding anything expressed or implied
herein to the contrary, the Board of Trustees may declare and pay dividends
(including any Gross-up Payments) upon the VMTP Shares either (i) out of the
Trust's surplus, as defined in and computed in accordance with Sections 1(c)
and 1(d) hereof; or (ii) in case there shall be no such surplus, out of its net
profits for the fiscal year in which the dividend is declared and/or the
preceding fiscal year. If the capital of the Trust, computed in accordance with
Sections 1(c) and 1(d) hereof, shall have been diminished by depreciation in
the value of its property, or by losses, or otherwise, to an amount less than
the aggregate amount of the capital represented by issued and outstanding
shares of beneficial interest of all classes having a preference upon the
distribution of assets, the Board of Trustees shall not declare and pay out of
such net profits any dividends upon any shares of beneficial interest of any
class until the deficiency in the amount of capital represented by the issued
and outstanding shares of beneficial interest of all classes having a
preference upon the distribution of assets shall have been repaired. Nothing is
this Section 8(d) shall invalidate or otherwise affect a note, debenture or
other obligation of the Trust paid by it as a dividend on its shares of
beneficial interest, or any payment made thereon, if at the time such note,
debenture or obligation was delivered by the Trust, the Trust had either
surplus or net profits as provided in Sections 8(d)(i) or (ii) from which the
dividend could lawfully have been paid.

9. RATING AGENCY RESTRICTIONS. For so long as any VMTP Shares are Outstanding
and any Rating Agency is then rating the VMTP Shares at the request of the
Trust, the Trust will not engage in certain proscribed transactions set forth
in the Rating Agency Guidelines, unless it has received written confirmation
from each such Rating Agency that proscribes the applicable transaction in its
Rating Agency Guidelines that any such action would not impair the rating then
assigned by such Rating Agency to a Series of VMTP Shares.

                                      25

<PAGE>

10. REDEMPTION.

   (a) Optional Redemption.

 (i)   Subject to the provisions of Section 10(a)(iii), (x) VMTP Shares of any
       Series may be redeemed, at the option of the Trust, at any time, as a
       whole or from time to time in part, out of funds legally available
       therefor under Applicable Law and otherwise in accordance with
       Applicable Law, at the Redemption Price or (y) if (i) the Board of
       Trustees determines it is necessary to modify this Statement of
       Preferences as a result of changes in the Rating Agency Guidelines to
       prevent any downgrade of the VMTP Shares by a Rating Agency then rating
       the VMTP Shares at the request of the Trust, (ii) the Holders have not
       approved such proposed modifications in accordance with Section 5 of
       this Statement of Preferences and (iii) at least nine months have
       elapsed since the Closing Date, then the Trust shall have the right to
       send a Notice of Redemption and set a Redemption Date for a redemption
       of all or a portion of the Outstanding VMTP Shares within 30 days of the
       occurrence of the non-approval under clause (ii) and upon such
       occurrence, the Trust shall be entitled to redeem the VMTP Shares, out
       of funds legally available therefor under Applicable Law and otherwise
       in accordance with Applicable Law at the Redemption Price exclusive of
       the Redemption Premium; provided, however, that (A) VMTP Shares may not
       be redeemed in part if after such partial redemption fewer than 50 VMTP
       Shares of such Series would remain Outstanding; and (B) VMTP Shares are
       not redeemable by the Trust during the Initial Rate Period.

 (ii)  If fewer than all of the Outstanding VMTP Shares of a Series are to be
       redeemed pursuant to Section 10(a)(i), the number of VMTP Shares of such
       Series to be redeemed shall be selected pro rata from the Holders of
       VMTP Shares of such Series in proportion to the number of VMTP Shares of
       such Series held by such Holders or by lot or other fair method as
       determined by the Trust's Board of Trustees, in accordance with the
       rules and regulations of the Securities Depository, if applicable.
       Subject to the provisions of this Statement of Preferences and
       Applicable Law, the Trust's Board of Trustees will have the full power
       and authority to prescribe the terms and conditions upon which VMTP
       Shares will be redeemed from time to time.

 (iii) The Trust may not on any date send a Notice of Redemption pursuant to
       Section 10(c) in respect of a redemption contemplated to be effected
       pursuant to this Section 10(a) unless on such date (A) to the extent
       such redemption is not an Excluded Redemption, the Trust has available
       Deposit Securities with maturity or tender dates not later than the day
       preceding the applicable Redemption Date and having a Market Value not
       less than the amount (including any applicable Redemption Premium) due
       to Holders of VMTP Shares by reason of the redemption of such VMTP
       Shares on such Redemption Date and (B) the Discounted Value of Moody's
       Eligible Assets (if Moody's is then rating the VMTP Shares at the
       request of the Trust), the Discounted Value of Fitch Eligible Assets (if
       Fitch is then rating the VMTP Shares at the request of the Trust) and
       the Discounted Value of Other Rating Agency Eligible Assets (if any
       Other Rating Agency is then rating the VMTP Shares at the request of the
       Trust) would at least equal the Basic Maintenance Amount immediately
       subsequent to such redemption if such redemption were to occur on such
       date. For purposes of determining in clause (B) of the preceding
       sentence whether the Discounted Value of Moody's Eligible Assets at
       least equals the Basic Maintenance Amount, the Moody's Discount Factors
       applicable to Moody's Eligible Assets shall be determined by reference
       to the first Exposure Period longer than the Exposure Period then
       applicable to the Trust, as described in the definition of Moody's
       Discount Factor herein.

   (b) Term/Mandatory Redemption.

  (i) (A)  TERM REDEMPTION. The Trust shall redeem, out of funds legally
           available therefor and otherwise in accordance with Applicable Law,
           all Outstanding VMTP Shares of a Series on the Term Redemption Date
           for such Series at the Redemption Price; provided, however, the
           Trust shall have the right, exercisable not more than 180 days nor
           less than 60 days prior to the Liquidity Account Initial Date, to
           request that the Total Holders of

                                      26

<PAGE>

       such Series extend the term of the Term Redemption Date for such Series
       for an additional 364-day period (the "TERM EXTENSION REQUEST"), which
       request may be conditioned upon terms and conditions that are different
       from the terms and conditions herein. Each Holder of such Series of VMTP
       Shares shall, no later than 30 days after receiving such request, notify
       the Trust and the Redemption and Paying Agent of its acceptance or
       rejection of such request, which acceptance by any such Holder may be
       conditioned upon terms and conditions which are different from the terms
       and conditions herein or the terms and conditions proposed by the Trust
       in making an extension request (a "CONDITIONAL ACCEPTANCE"). If any
       Holder of such Series of VMTP Shares fails to notify the Trust and the
       Redemption and Paying Agent of its acceptance or rejection of the
       Trust's request for extension within such 30-day period, such failure to
       respond shall constitute a rejection of such request. If the Total
       Holders provide a Conditional Acceptance, then the Trust shall have 30
       days thereafter to notify the Total Holders and the Redemption and
       Paying Agent of its acceptance or rejection of the terms and conditions
       specified in the Total Holders' Conditional Acceptance. The Trust's
       failure to notify the Total Holders and the Redemption and Paying Agent
       within such 30-day period will be deemed a rejection of the terms and
       conditions specified in the Total Holders' Conditional Acceptance. The
       Total Holders of a Series of VMTP Shares may grant or deny any request
       for extension of the Term Redemption Date for such Series in their sole
       and absolute discretion.

  (B)  Basic Maintenance Amount, Minimum Asset Coverage and Effective Leverage
       Ratio Mandatory Redemption. The Trust also shall redeem, out of funds
       legally available therefor under Applicable Law and otherwise in
       accordance with Applicable Law, at the Redemption Price, certain of the
       VMTP Shares, if the Trust (i) fails to have either Moody's Eligible
       Assets (if Moody's is then rating the VMTP Shares at the request of the
       Trust) with a Discounted Value, Fitch Eligible Assets (if Fitch is then
       rating the VMTP Shares at the request of the Trust) with a Discounted
       Value, or Other Rating Agency Eligible Assets (if any Other Rating
       Agency is then rating the VMTP Shares at the request of the Trust) with
       a Discounted Value greater than or equal to the Basic Maintenance
       Amount, (ii) fails to maintain the Minimum Asset Coverage in accordance
       with this Statement of Preferences or (iii) fails to maintain the
       Effective Leverage Ratio in accordance with this Statement of
       Preferences, and such failure is not cured on or before the applicable
       Cure Date. If a redemption pursuant to this Section 10(b)(i)(B) is to
       occur, the Trust shall cause a Notice of Redemption to be sent to
       Holders in accordance with Section 10(c) and cause to be deposited
       Deposit Securities or other sufficient funds, out of funds legally
       available therefor under Applicable Law and otherwise in accordance with
       Applicable Law, in trust with the Redemption and Paying Agent in
       accordance with the terms of this Statement of Preferences or other
       applicable paying agent in accordance with the terms of any other
       Preferred Shares to be redeemed. The number of VMTP Shares to be
       redeemed shall be equal to the lesser of (A) the sum of (x) the minimum
       number of VMTP Shares, together with all other Preferred Shares subject
       to redemption, the redemption of which, if deemed to have occurred
       immediately prior to the opening of business on the applicable Cure
       Date, would result in the Trust's (I) having each of Moody's Eligible
       Assets (if Moody's is then rating the VMTP Shares at the request of the
       Trust) with a Discounted Value, Fitch Eligible Assets (if Fitch is then
       rating the VMTP Shares at the request of the Trust) with a Discounted
       Value and Other Rating Agency Eligible Assets (if any Other Rating
       Agency is then rating the VMTP Shares at the request of the Trust) with
       a Discounted Value greater than or equal to the Basic Maintenance
       Amount, (II) satisfying and maintaining the Minimum Asset Coverage or
       (III) satisfying and maintaining the Effective Leverage Ratio, as the
       case may be, as of the applicable Cure Date and (y) the number of
       additional VMTP Shares that the Trust may elect to simultaneously redeem
       in accordance with Section 10(a) (provided, however, that if there is no
       such minimum number of VMTP Shares and other Preferred Shares the
       redemption of which would have such result, all Preferred Shares then
       outstanding shall be redeemed), and (B) the maximum number of VMTP
       Shares, together with all other

                                      27

<PAGE>

          Preferred Shares subject to redemption, that can be redeemed out of
          funds legally available therefor under Applicable Law and otherwise
          in accordance with the Declaration of Trust and Applicable Law. In
          determining the VMTP Shares required to be redeemed in accordance
          with the foregoing, the Trust shall allocate the number required to
          be redeemed to maintain and satisfy the Basic Maintenance Amount, the
          Minimum Asset Coverage or the Effective Leverage Ratio, as the case
          may be, pro rata, by lot or other fair method as determined by the
          Trust's Board of Trustees, in accordance with the rules and
          regulations of the Securities Depository, if applicable, and
          Applicable Law, among the VMTP Shares and other Preferred Shares
          (and, then, pro rata, by lot or other fair method as determined by
          the Trust's Board of Trustees, in accordance with the rules and
          regulations of the Securities Depository, if applicable, and
          Applicable Law, among each Series of VMTP Shares) subject to
          redemption . The Trust shall effect such redemption on the date fixed
          by the Trust therefor, which date shall not be earlier than 10
          Business Days nor later than 60 days after the applicable Cure Date,
          except that if the Trust does not have funds legally available under
          Applicable Law for the redemption of all of the required number of
          VMTP Shares and other Preferred Shares which are subject to
          redemption or the Trust otherwise is unable as a result of Applicable
          Law to effect such redemption on or prior to 60 days after the
          applicable Cure Date, the Trust shall redeem those VMTP Shares and
          other Preferred Shares which it was unable to redeem on the earliest
          practicable date on which it is able to effect such redemption. If
          fewer than all of the Outstanding VMTP Shares are to be redeemed
          pursuant to this Section 10(b), the number of VMTP Shares to be
          redeemed shall be redeemed pro rata, by lot or other fair method as
          determined by the Trust's Board of Trustees, in accordance with the
          rules and regulations of the Securities Depository, if applicable,
          and Applicable Law, from the Holders of the VMTP Shares in proportion
          to the number of VMTP Shares held by such Holders.

(ii)  (A) On or prior to the Liquidity Account Initial Date with respect to any
          Series of VMTP Shares, the Trust shall cause the Custodian to
          segregate, by means of appropriate identification on its books and
          records or otherwise in accordance with the Custodian's normal
          procedures, from the other assets of the Trust (a "LIQUIDITY
          ACCOUNT") Liquidity Account Investments with a Market Value equal to
          at least 110% of the Term Redemption Amount with respect to such
          Series. The "TERM REDEMPTION AMOUNT" for any Series of VMTP Shares
          shall be equal to the Redemption Price to be paid on the Term
          Redemption Date for such Series, based on the number of shares of
          such Series then Outstanding, assuming for this purpose that the
          Applicable Rate for such Series in effect at the time of the creation
          of the Liquidity Account for such Series will be the Applicable Rate
          as in effect at such time of creation until the Term Redemption Date
          for such Series. If, on any date after the Liquidity Account Initial
          Date, the aggregate Market Value of the Liquidity Account Investments
          included in the Liquidity Account for a Series of VMTP Shares as of
          the close of business on any Business Day is less than 110% of the
          Term Redemption Amount with respect to such Series, then the Trust
          shall cause the Custodian and the Investment Adviser to segregate
          additional or substitute assets of the Trust as Liquidity Account
          Investments, so that the aggregate Market Value of the Liquidity
          Account Investments included in the Liquidity Account for such Series
          is equal to at least 110% of the Term Redemption Amount with respect
          to such Series not later than the close of business on the next
          succeeding Business Day. With respect to assets of the Trust
          segregated as Liquidity Account Investments, the Investment Adviser,
          on behalf of the Trust, shall be entitled to instruct the Custodian
          on any date to release any Liquidity Account Investments from such
          segregation and to substitute therefor other Liquidity Account
          Investments (including, for the avoidance of doubt, Liquidity Account
          Investments constituting Deposit Securities), so long as (x) the
          assets of the Trust segregated as Liquidity Account Investments at
          the close of business on such date have a Market Value equal to at
          least 110% of the Term Redemption Amount with respect to such Series
          and (y) the assets of the Trust designated and segregated as Deposit
          Securities at the close of business on such date have a Market Value
          equal to at least the Liquidity

                                      28

<PAGE>

          Requirement (if any) determined in accordance with paragraph
          (B) below with respect to such Series for such date. The Trust shall
          cause the Custodian not to permit any lien, security interest or
          encumbrance to be created or permitted to exist on or in respect of
          any Liquidity Account Investments included in the Liquidity Account
          for any Series of VMTP Shares, other than liens, security interests
          or encumbrances arising by operation of law and any lien of the
          Custodian with respect to the payment of its fees or repayment for
          its advances. Notwithstanding anything expressed or implied herein to
          the contrary, the assets of the Liquidity Account shall continue to
          be assets of the Trust subject to the interests of all creditors and
          shareholders of the Trust.

     (B)  The Market Value of the Deposit Securities held in the Liquidity
          Account for a Series of VMTP Shares, from and after the 15th day of
          the calendar month (or, if such day is not a Business Day, the next
          succeeding Business Day) that is the number of months preceding the
          calendar month in which the Term Redemption Date for such Series
          occurs, as specified in the table set forth below, shall not be less
          than the percentage of the Term Redemption Amount for such Series set
          forth below opposite such number of months (the "LIQUIDITY
          REQUIREMENT"), but in all cases subject to the cure provisions of
          paragraph (C) below:

<TABLE>
<CAPTION>
           Number of Months                    Value of Deposit Securities
Preceding Month of Term Redemption Date  as Percentage of Term Redemption Amount
---------------------------------------  ---------------------------------------
<S>                                      <C>
                  5                                       20%
                  4                                       40%
                  3                                       60%
                  2                                       80%
                  1                                       100%
</TABLE>

     (C)  If the aggregate Market Value of the Deposit Securities included in
          the Liquidity Account for a Series of VMTP Shares as of the close of
          business on any Business Day is less than the Liquidity Requirement
          in respect of such Series for such Business Day, then the Trust shall
          cause the segregation of additional or substitute Deposit Securities
          in respect of the Liquidity Account for such Series, so that the
          aggregate Market Value of the Deposit Securities included in the
          Liquidity Account for such Series is at least equal to the Liquidity
          Requirement for such Series not later than the close of business on
          the next succeeding Business Day.

     (D)  The Deposit Securities included in the Liquidity Account for a Series
          of VMTP Shares may be liquidated by the Trust, in its discretion, and
          the proceeds applied towards payment of the Term Redemption Amount
          for such Series. Upon the deposit by the Trust on the Term Redemption
          Date with the Redemption and Paying Agent of Deposit Securities
          constituting cash and of the cash proceeds from the liquidation of
          other Deposit Securities having an initial combined Market Value
          sufficient to effect the redemption of the VMTP Shares of a Series on
          the Term Redemption Date for such Series, the requirement of the
          Trust to maintain a Liquidity Account for such Series as contemplated
          by this Section 10(b)(ii) shall lapse and be of no further force and
          effect.

   (c) Notice of Redemption. If the Trust shall determine or be required to
redeem, in whole or in part, VMTP Shares pursuant to Section 10(a) or
Section 10(b)(i), the Trust will send a notice of redemption (a "Notice of
Redemption"), by Electronic Means (or by first class mail, postage prepaid, in
the case where the VMTP Shares are in physical form outside the book-entry
system of the Securities Depository), to Holders thereof, or request the
Redemption and Paying Agent, on behalf of the Trust, to promptly do so by
Electronic Means (or by first class mail, postage prepaid, in the case where
the VMTP Shares are in physical form outside the book-entry system of the
Securities Depository), so long as the Notice of Redemption is furnished by the
Trust to the Redemption and

                                      29

<PAGE>

Paying Agent in electronic format at least five (5) Business Days prior to the
date a Notice of Redemption is required to be delivered to the Holders, unless
a shorter period of time shall be acceptable to the Redemption and Paying
Agent. A Notice of Redemption shall be sent to Holders not less than fifteen
(15) days prior to the date, which shall be a Business Day, fixed for
redemption in such Notice of Redemption (the "Redemption Date"). Each such
Notice of Redemption shall state: (i) the Redemption Date; (ii) the number of
VMTP Shares to be redeemed and the Series thereof; (iii) the CUSIP number for
VMTP Shares of such Series; (iv) the Redemption Price; (v) the place or places
where the certificate(s), if any, for such VMTP Shares (properly endorsed or
assigned for transfer, if the Board of Trustees requires and the Notice of
Redemption states) are to be surrendered for payment of the Redemption Price;
(vi) that, except as expressly provided in this Statement of Preferences,
dividends on the VMTP Shares to be redeemed will cease to accumulate from and
after such Redemption Date; and (vii) the provisions of this Statement of
Preferences under which such redemption is made. If fewer than all VMTP Shares
held by any Holder are to be redeemed, the Notice of Redemption delivered to
such Holder shall also specify the number of VMTP Shares to be redeemed from
such Holder. The Trust may provide in any Notice of Redemption relating to an
optional redemption contemplated to be effected pursuant to Section 10(a) of
this Statement of Preferences, including any redemption of VMTP Shares to be
optionally redeemed under Section 10(a) as contemplated in Section 10(b)(i) of
this Statement of Preferences, that such redemption is subject to one or more
conditions precedent not otherwise expressly stated herein and that the Trust
shall not be required to effect such redemption unless each such condition has
been satisfied at the time or times and in the manner specified in such Notice
of Redemption. No defect in the Notice of Redemption or delivery thereof shall
affect the validity of redemption proceedings, except as required by Applicable
Law.

   (d) No Redemption Under Certain Circumstances. Notwithstanding the
provisions of paragraphs (a) or (b) of this Section 10, if any dividends on
VMTP Shares of a Series (whether or not earned or declared) are in arrears, no
VMTP Shares of such Series shall be redeemed unless all Outstanding VMTP Shares
of such Series are simultaneously redeemed, and the Trust shall not otherwise
purchase or acquire any VMTP Shares of such Series; provided, however, that the
foregoing shall not prevent the purchase or acquisition of Outstanding VMTP
Shares of such Series pursuant to the successful completion of an otherwise
lawful purchase or exchange offer made on the same terms to Holders of all
Outstanding VMTP Shares of such Series.

   (e) Absence of Funds Available for Redemption. To the extent that any
redemption for which Notice of Redemption has been provided is not made by
reason of the absence of legally available funds therefor in accordance with
the Declaration of Trust and Applicable Law, such redemption shall be made as
soon as practicable to the extent such funds become available. A failure to
redeem VMTP Shares shall be deemed to exist at any time after the date
specified for redemption in a Notice of Redemption when the Trust shall have
failed, for any reason whatsoever, to deposit in trust with the Redemption and
Paying Agent, in accordance with the terms hereof, the Redemption Price with
respect to any shares for which such Notice of Redemption has been sent;
provided, however, that the foregoing shall not apply in the case of the
Trust's failure to deposit in trust with the Redemption and Paying Agent the
Redemption Price with respect to any shares where (1) the Notice of Redemption
relating to such redemption provided, that such redemption was subject to one
or more conditions precedent permitted pursuant to Section 10(c) and (2) any
such condition precedent shall not have been satisfied at the time or times and
in the manner specified in such Notice of Redemption. Notwithstanding anything
to the contrary herein or in any Notice of Redemption, if the Trust shall not
have redeemed VMTP Shares for which a Notice of Redemption has been provided,
dividends shall continue to be declared and paid on such VMTP Shares at the
Applicable Rate for the period through, but excluding, the date on which such
VMTP Shares are actually redeemed and such dividends shall be deemed included
in the Redemption Price for such VMTP Shares.

   (f) Redemption and Paying Agent to Hold Redemption Payments by Trust in
Trust. All moneys and, if applicable, other Deposit Securities paid or
otherwise delivered to or deposited with the Redemption and Paying Agent for
payment of the Redemption Price of VMTP Shares called for redemption shall be
held in trust by the Redemption and Paying Agent for the benefit of Holders of
shares so to be redeemed. The Trust's obligation to pay the Redemption Price of
VMTP Shares called for redemption in accordance with this Statement of
Preferences shall be satisfied upon payment of such Redemption Price by the
Redemption and Paying Agent to the Securities Depository on the relevant
Redemption Date.

   (g) Shares for Which Deposit Securities Have Been Deposited and Notice of
Redemption Has Been Given Are No Longer Outstanding. Without limiting
Section 10(b)(ii) hereof and subject to Section 6(b) hereof, if a

                                      30

<PAGE>

Notice of Redemption has been provided pursuant to Section 10(c), the Trust
shall irrevocably (except to the extent set forth below in this Section 10(g))
deposit with the Redemption and Paying Agent no later than 12:00 noon, New York
City time, on a Business Day not less than ten (10) Business Days preceding the
Redemption Date specified in such notice, Deposit Securities with an aggregate
Market Value equal to the Redemption Price to be paid on the Redemption Date in
respect of any VMTP Shares that are subject to such Notice of Redemption. If a
Notice of Redemption has been provided pursuant to Section 10(c), upon the
deposit with the Redemption and Paying Agent of Deposit Securities with a
Market Value sufficient to redeem the VMTP Shares that are the subject of such
notice, dividends on such VMTP Shares shall cease to accumulate as of the
Redemption Date (subject to Section 10(e)) and such VMTP Shares shall no longer
be deemed to be Outstanding for any purpose (other than the transfer thereof
prior to the applicable Redemption Date and the accumulation of dividends
thereon in accordance with the terms hereof), and all rights of the Holders of
the VMTP Shares so called for redemption shall cease and terminate, except the
right of such Holders to receive the Redemption Price, but without any interest
or other additional amount, except as provided in Section 3 and subject to
Section 10(e) of this Statement of Preferences. Upon surrender in accordance
with the Notice of Redemption of the certificates for any VMTP Shares so
redeemed (properly endorsed or assigned for transfer, if the Board of Trustees
shall so require and the Notice of Redemption shall so state), the Redemption
Price shall be paid by the Redemption and Paying Agent to the Holders of VMTP
Shares subject to redemption. In the case that fewer than all of the shares
represented by any such certificate are redeemed, a new certificate shall be
issued, representing the unredeemed shares, without cost to the Holder thereof.
The Trust shall be entitled to receive from the Redemption and Paying Agent,
promptly after the redemption of the VMTP Shares called for redemption on a
Redemption Date, any cash or other Deposit Securities deposited with the
Redemption and Paying Agent in excess of (i) the aggregate Redemption Price of
such VMTP Shares and (ii) all other amounts to which Holders of VMTP Shares
called for redemption may be entitled pursuant to this Statement of
Preferences. Any funds so deposited that are unclaimed at the end of 90 days
from the date of such redemption shall, to the extent permitted by law, be
repaid to the Trust, after which time the Holders of VMTP Shares so called for
redemption may look only to the Trust for payment of the Redemption Price and
all other amounts to which they may be entitled pursuant to this Statement of
Preferences. The Trust shall be entitled to receive, from time to time after
the date fixed for redemption, any interest on the funds so deposited.

   (h) Compliance With Applicable Law. In effecting any redemption pursuant to
this Section 10, the Trust shall use its best efforts to comply with all
applicable conditions precedent to effecting such redemption under any
Applicable Law, and shall effect no redemption except in accordance with
Applicable Law.

   (i) Only Whole VMTP Shares May Be Redeemed. In the case of any redemption
pursuant to this Section 10, only whole VMTP Shares shall be redeemed.

   (j) Modification of Redemption Procedures. Notwithstanding the foregoing
provisions of this Section 10 or Section 5 hereof, the Trust may, in its sole
discretion, modify the procedures set forth above (other than the 15-day period
for delivery of a Notice of Redemption) with respect to notification of
redemption for the VMTP Shares, provided that such modification does not
materially and adversely affect the Holders or Beneficial Owners of the VMTP
Shares or cause the Trust to violate any law, rule or regulation, and does not
in any way alter the obligations of the Redemption and Paying Agent without the
Redemption and Paying Agent's prior written consent. Furthermore, if in the
sole discretion of the Board of Trustees, after consultation with counsel,
modification of the foregoing redemption provisions (x) are permissible under
the rules and regulations or interpretations of the SEC and under other
Applicable Law and (y) would not cause a material risk as to the treatment of
the VMTP Shares as equity for U.S. federal income tax purposes, the Board of
Trustees, without shareholder approval, by resolution may modify such
redemption procedures, provided that such modification does not materially and
adversely affect the Holders or Beneficial Owner of the VMTP Shares and does
not in any way alter the obligations of the Redemption and Paying Agent without
the Redemption and Paying Agent's prior written consent.

   (k) Capital Limitations on Purchases and Redemptions. Notwithstanding
anything expressed or implied to the contrary herein, for so long as any VMTP
Shares are outstanding, the Trust shall not purchase or redeem its own shares
of beneficial interest, including without limitation the VMTP Shares, for cash
or other property when its capital is impaired or when such purchase or
redemption would cause any impairment of its capital, except that it may
purchase or redeem out of capital any of its own shares of beneficial interest,
including without limitation the VMTP Shares, which are entitled upon any
distribution of its assets, whether by dividend or in

                                      31

<PAGE>

liquidation, to a preference over another class or series of its shares of
beneficial interest, or, if no shares entitled to such a preference are
outstanding, any of its own shares of beneficial interest, if such shares will
be retired upon their acquisition and the capital of the Trust reduced in
accordance with Section 1(d) hereof. Nothing in this Section 10(k) shall
invalidate or otherwise affect a note, debenture or other obligation of the
Trust given by it as consideration for its acquisition by purchase, redemption
or exchange of its shares of beneficial interest if at the time such note,
debenture or obligation was delivered by the Trust its capital was not then
impaired or did not thereby become impaired. The Trust shall not redeem any of
its shares of beneficial interest, unless their redemption is authorized by the
Board of Trustees, and then only in accordance with the Declaration of Trust.

11.  LIQUIDATION RIGHTS.

   (a) Ranking. The shares of a Series of VMTP Shares shall rank on a parity
with each other, with shares of any other Series of VMTP Shares and with shares
of any other series of Preferred Shares as to the distribution of assets upon
dissolution, liquidation or winding up of the affairs of the Trust.

   (b) Distributions Upon Liquidation. Upon the dissolution, liquidation or
winding up of the affairs of the Trust, whether voluntary or involuntary, the
Holders of VMTP Shares then Outstanding shall be entitled to receive and to be
paid out of the assets of the Trust legally available for distribution to its
shareholders under the Declaration of Trust and Applicable Law and otherwise in
accordance with the Declaration of Trust and Applicable Law, before any payment
or distribution shall be made on the Common Shares or on any other class of
shares of the Trust ranking junior to the VMTP Shares upon dissolution,
liquidation or winding up, an amount equal to the Liquidation Preference with
respect to such shares plus an amount equal to all dividends thereon (whether
or not earned or declared) accumulated but unpaid to (but not including) the
date of final distribution in same day funds, together with any payments
required to be made pursuant to Section 3 of this Statement of Preferences in
connection with the liquidation of the Trust. After the payment to the Holders
of the VMTP Shares of the full preferential amounts provided for in this
Section 11(b), the Holders of VMTP Shares as such shall have no right or claim
to any of the remaining assets of the Trust.

   (c) Pro Rata Distributions. In the event the assets of the Trust available
for distribution to the Holders of the VMTP Shares upon any dissolution,
liquidation or winding up of the affairs of the Trust, whether voluntary or
involuntary, shall be insufficient to pay in full all amounts to which such
Holders are entitled pursuant to Section 11(b), no such distribution shall be
made on account of any shares of any other class or series of Preferred Shares
ranking on a parity with the VMTP Shares with respect to the distribution of
assets upon such dissolution, liquidation or winding up unless proportionate
distributive amounts shall be paid on account of the VMTP Shares, ratably, in
proportion to the full distributable amounts for which holders of all such
parity shares are respectively entitled upon such dissolution, liquidation or
winding up.

   (d) Rights of Junior Shares. Subject to the rights of the holders of shares
of any series or class or classes of shares ranking on a parity with the VMTP
Shares with respect to the distribution of assets upon dissolution, liquidation
or winding up of the affairs of the Trust, after payment shall have been made
in full to the Holders of the VMTP Shares as provided in Section 11(b), but not
prior thereto, any other series or class or classes of shares ranking junior to
the VMTP Shares with respect to the distribution of assets upon dissolution,
liquidation or winding up of the affairs of the Trust shall, subject to the
respective terms and provisions (if any) applying thereto, be entitled to
receive any and all assets remaining to be paid or distributed, and the Holders
of the VMTP Shares shall not be entitled to share therein.

   (e) Certain Events Not Constituting Liquidation. Neither the sale of all or
substantially all the property or business of the Trust, nor the merger,
consolidation or reorganization of the Trust into or with any business or
statutory trust, corporation or other entity nor the merger, consolidation or
reorganization of any business or statutory trust, corporation or other entity
into or with the Trust shall be a dissolution, liquidation or winding up,
whether voluntary or involuntary, for the purposes of this Section 11.

12.  TRANSFERS.

   (a) Unless otherwise approved in writing by the Trust, a Beneficial Owner or
Holder may sell, transfer or otherwise dispose of VMTP Shares only in whole
shares and only to (i) Persons that such Beneficial

                                      32

<PAGE>

Owner or Holder reasonably believes are QIBs that are either registered
closed-end management investment companies, the common shares of which are
traded on a national securities exchange ("Closed-End Funds"), banks, insurance
companies, companies that are included in the S&P 500 Index (and their direct
or indirect wholly-owned subsidiaries) or registered open-end management
investment companies or (ii) tender option bond trusts (whether tax-exempt or
taxable) in which all investors are Persons that such Beneficial Owner or
Holder reasonably believes are QIBs that are Closed-End Funds, banks, insurance
companies, companies that are included in the S&P 500 Index (and their direct
or indirect wholly-owned subsidiaries) or registered open-end management
investment companies (or, in the case of a tender option bond trust in which an
affiliate of such Holder or Beneficial Owner retains a residual interest, such
affiliate of such Holder or Beneficial Owner, but only to the extent expressly
provided for in any applicable Purchase Agreement), in each case, pursuant to
Rule 144A of the Securities Act or another available exemption from
registration under the Securities Act, in a manner not involving any public
offering within the meaning of Section 4(2) of the Securities Act. Any transfer
in violation of the foregoing restrictions shall be void ab initio and any
transferee of VMTP Shares transferred in violation of the foregoing
restrictions shall be deemed to agree to hold all payments it received on any
such improperly transferred VMTP Shares in trust for the benefit of the
transferor of such VMTP Shares. The foregoing restrictions on transfer shall
not apply to any VMTP Shares registered under the Securities Act or any
subsequent transfer of such VMTP Shares thereafter.

   (b) If at any time the Trust is not furnishing information to the SEC
pursuant to Section 13 or 15(d) of the Exchange Act, in order to preserve the
exemption for resales and transfers under Rule 144A of the Securities Act, the
Trust shall furnish, or cause to be furnished, upon request, to Holders and
Beneficial Owners of VMTP Shares and prospective purchasers of VMTP Shares,
information with respect to the Trust satisfying the requirements of subsection
(d)(4) of Rule 144A of the Securities Act.

13.  MISCELLANEOUS.

   (a) No Fractional Shares. No fractional VMTP Shares shall be issued.

   (b) Status of VMTP Shares Redeemed, Exchanged or Otherwise Acquired by the
Trust. VMTP Shares which are redeemed, exchanged or otherwise acquired by the
Trust shall return to the status of authorized and unissued Preferred Shares
without designation as to series. Any VMTP Shares which are provisionally
delivered by the Trust to or for the account of an agent of the Trust or to or
for the account of a purchaser of the VMTP Shares, but for which final payment
is not received by the Trust as agreed, shall return to the status of
authorized and unissued VMTP Shares.

   (c) Treatment of VMTP Shares as Equity. The Trust shall, and each Holder and
Beneficial Owner, by virtue of acquiring VMTP Shares, is deemed to have agreed
to, treat the VMTP Shares as equity in the Trust for U.S. federal, state, local
income and other tax purposes.

   (d) Board May Resolve Ambiguities. Subject to Section 5 of this Statement of
Preferences and to the extent permitted by Applicable Law, the Board of
Trustees may interpret and give effect to the provisions of this Statement of
Preferences in good faith so as to resolve any inconsistency or ambiguity or to
remedy any formal defect. Notwithstanding anything expressed or implied to the
contrary in this Statement of Preferences, but subject to Section 5, the Board
of Trustees may amend this Statement of Preferences with respect to any Series
of VMTP Shares prior to the issuance of VMTP Shares of such Series.

   (e) Headings Not Determinative. The headings contained in this Statement of
Preferences are for convenience of reference only and shall not affect the
meaning or interpretation of this Statement of Preferences.

   (f) Notices. All notices or communications, unless otherwise specified in
the By-laws of the Trust or this Statement of Preferences, shall be
sufficiently given if in writing and delivered in person, by Electronic Means
or mailed by first-class mail, postage prepaid.

   (g) Redemption and Paying Agent. The Trust shall use its commercially
reasonable efforts to engage at all times a Redemption and Paying Agent to
perform the duties specified in this Statement of Preferences.

                                      33

<PAGE>

   (h) Securities Depository. The Trust shall maintain settlement of VMTP
Shares in global book-entry form through the Securities Depository.

   (i) Voluntary Bankruptcy. The Trust shall not file a voluntary application
for relief under federal bankruptcy law or any similar application under state
law for so long as the Trust is solvent and does not reasonably foresee
becoming insolvent.

   (j) Applicable Law Restrictions and Requirements. Notwithstanding anything
expressed or implied to the contrary in this Statement of Preferences, all
dividends, redemptions and other payments by the Trust on or in respect of the
VMTP Shares shall be paid only out of funds legally available therefor under
Applicable Law and otherwise in accordance with Applicable Law.

   (k) Information. Without limitation of other provisions of this Statement of
Preferences, the Trust shall deliver, or cause to be delivered by the
Redemption and Paying Agent, to each Holder:

      (i) as promptly as practicable after the preparation and filing thereof
   with the Securities and Exchange Commission, each annual and semi-annual
   report prepared with respect to the Trust, which delivery may be made by
   providing notice of the electronic availability of any such document on a
   public website;

      (ii) notice of any change (including being put on Credit Watch or
   Watchlist), suspension or termination in or of the ratings on any Series of
   VMTP Shares by any Rating Agency then rating the VMTP Shares at the request
   of the Trust as promptly as practicable upon the occurrence thereof, to the
   extent such information is publicly available;

      (iii) notice of any failure to pay in full when due any dividend required
   to be paid by Section 2 of this Statement of Preferences that remains
   uncured for more than three Business Days as soon as reasonably practicable,
   but in no event later than one Business Day after expiration of the
   foregoing grace period;

      (iv) notice of the failure to make any deposit provided for under
   Section 10 of this Statement of Preferences in respect of a properly noticed
   redemption or liquidation as soon as reasonably practicable, but in no
   event, later than two Business Days after discovery of such failure to make
   such deposit, to the extent such information is publicly available;

      (v) notice of any failure to comply with (A) a provision of the Rating
   Agency Guidelines when failure continues for more than five consecutive
   Business Days or (B) the Minimum Asset Coverage that continues for more than
   five consecutive Business Days as soon as reasonably practicable after
   discovery of such failure, but in no event, later than one Business Day
   after the later of (x) the expiration of the foregoing grace period or
   (y) the earlier of (1) the discovery of such failure and (2) information
   confirming such failure becomes publicly available;

      (vi) notice of any change to any investment adviser or sub-adviser of the
   Trust within two Business Days after a resignation or a notice of removal
   has been received from or sent to any investment adviser or sub-adviser;
   provided, however, that this clause shall not apply to personnel changes of
   the investment adviser or sub-adviser, to the extent such information is
   publicly available or not involving any personnel listed as a portfolio
   manager of the Trust in public disclosure of the Trust;

      (vii) notice of any proxy solicitation as soon as reasonably practicable,
   but in no event, later than five Business Days after mailing thereof by the
   Trust's proxy agent;

      (viii) notice one Business Day after the occurrence thereof of (A) the
   failure of the Trust to pay the amount due on any senior securities or other
   debt at the time outstanding, and any period of grace or cure with respect
   thereto shall have expired; (B) the failure of the Trust to pay, or
   admitting in writing its inability to pay, its debts generally as they
   become due; or (C) the failure of the Trust to pay accumulated

                                      34

<PAGE>

   dividends on any additional preferred shares of beneficial interest of the
   Trust ranking pari passu with the VMTP Shares, and any period of grace or
   cure with respect thereto shall have expired, in each case, to the extent
   such information is publicly available;

      (ix) notice of the occurrence of any Increased Rate Event and any
   subsequent cure thereof as soon as reasonably practicable, but in no event,
   later than five days after knowledge of senior management of the Trust
   thereof; provided that the Trust shall not be required to disclose the
   reason for such Increased Rate Event unless such information is otherwise
   publicly available;

      (x) notice of any action, suit, proceeding or investigation formally
   commenced or threatened in writing against the Trust or the Investment
   Adviser in any court or before any governmental authority concerning this
   Statement of Preferences, the Declaration of Trust, the VMTP Shares or any
   Related Document, as promptly as practicable, but in no event, later than 10
   Business Days after knowledge of senior management of the Trust thereof, in
   each case, to the extent such information is publicly available;

      (xi) notice not later than three Business Days after each Valuation Date
   if such Valuation Date occurs on or prior to December 31, 2012, and notice
   one Business Day after each Valuation Date if such Valuation Date occurs
   after December 31, 2012, of the Trust's Effective Leverage Ratio, Minimum
   Asset Coverage and balances in the Liquidity Account, in each case, as of
   the close of business on such Valuation Date, which delivery may be made by
   means of posting on a publicly available section of the Trust's website; the
   Trust shall also provide to each Holder a schedule in the form of Appendix B
   hereto not later than three Business Days after each Valuation Date;

      (xii) a report of portfolio holdings of the Trust as of the end of each
   month delivered no later than 15 days after the end of each month; and

      (xiii) when available, publicly available financial statements of the
   Trust's most recent fiscal year-end and the auditors' report with respect
   thereto, which shall present fairly, in all material respects, the financial
   position of the Trust at such date and for such period, in conformity with
   accounting principles generally accepted in the United States of America.

   The Trust shall require the Investment Adviser to inform the Trust as soon
as reasonably practicable after the Investment Adviser's knowledge or discovery
of the occurrence of any of the items set forth in Sections 13(k)(ix) and
13(k)(x) of this Statement of Preferences.

   (l) Tax Status of the Trust. The Trust will maintain its qualification as a
"regulated investment company" within the meaning of Section 851(a) of the Code
and to qualify the dividends made with respect to the VMTP Shares as tax-exempt
dividends to the extent designated by the Trust.

   (m) Maintenance of Existence. At any time the VMTP Shares are outstanding,
the Trust shall maintain its existence as a business trust or statutory trust
under the laws of the state in which it is organized or formed, with requisite
power to issue the VMTP Shares and to perform its obligations under this
Statement of Preferences and each other Related Document to which it is a party.

   (n) Compliance with Law. At any time the VMTP Shares are outstanding, the
Trust shall comply with all laws, ordinances, orders, rules and regulations
that are applicable to it if the failure to comply could reasonably be expected
to have a material adverse effect on the Trust's ability to comply with its
obligations under this Statement of Preferences, any of the VMTP Shares, and
the other Related Documents to which it is a party.

   (o) Maintenance of Approvals: Filings, Etc. At any time the VMTP Shares are
outstanding, the Trust shall at all times maintain in effect, renew and comply
with all the terms and conditions of all consents, filings, licenses, approvals
and authorizations as are required under any Applicable Law for its performance
of its obligations under this Statement of Preferences and the other Related
Documents to which it is a party, except those as to which the failure to do so
could not reasonably be expected to have a material adverse effect on the
Trust's

                                      35

<PAGE>

ability to comply with its obligations under this Statement of Preferences, the
VMTP Shares, and the other Related Documents to which it is a party.

   (p) 1940 Act Registration. At any time the VMTP Shares are outstanding, the
Trust shall maintain its registration as a closed-end management investment
company under the 1940 Act.

   (q) Compliance with Eligible Assets Definition. At any time the VMTP Shares
are outstanding, the Trust shall maintain policies and procedures that it
believes are reasonably designed to ensure compliance with Section 6(c) of this
Statement of Preferences.

   (r) Access to Information Relating to Compliance with Eligible Assets
Definition. The Trust shall, upon request, provide a Beneficial Owner and such
of its internal and external auditors and inspectors as a Beneficial Owner may
from time to time designate, with reasonable access to publicly available
information and records of the Trust relevant to the Trust's compliance with
Section 6(c) of this Statement of Preferences, but only for the purposes of
internal and external audit.

   (s) Purchase by Affiliates. The Trust shall not, nor shall it permit, or
cause to be permitted, the Investment Adviser, or any account or entity over
which the Trust or the Investment Adviser exercises discretionary authority or
control or any of their respective affiliates (other than by the Trust, in the
case of a redemption permitted by this Statement of Preferences, in connection
with which the VMTP Shares subject to such redemption are to be cancelled by
the Trust upon such redemption) to purchase in the aggregate more than 25% of
the Outstanding VMTP Shares without the prior written consent of a Majority of
the Holders of the VMTP Shares Outstanding, and any such purchases shall be
void ab initio. For the avoidance of doubt, such prior written consent shall be
deemed to have been obtained with respect to any purchase of VMTP Shares
pursuant to a right of first refusal to purchase VMTP Shares granted by a
Beneficial Owner.

   (t) Audits. The audits of the Trust's financial statements shall be
conducted in accordance with the standards of the Public Company Accounting
Oversight Board (United States).

   (u) Termination. In the event that no VMTP Shares of a Series are
Outstanding, all rights and preferences of the VMTP Shares of such Series
established and designated hereunder shall cease and terminate, and all
obligations of the Trust under this Statement of Preferences with respect to
such Series shall terminate, other than in respect of the payment of and the
right to receive the Redemption Price in accordance with Section 10 of this
Statement of Preferences.

   (v) Actions on Other than Business Days. Unless otherwise provided herein,
if the date for making any payment, performing any act or exercising any right,
in each case as provided for in this Statement of Preferences, is not a
Business Day, such payment shall be made, act performed or right exercised on
the next succeeding Business Day, with the same force and effect as if made or
done on the nominal date provided therefor, and, with respect to any payment so
made, no dividends, interest or other amount shall accrue for the period
between such nominal date and the date of payment.

   (w) Liability. Notwithstanding Section 8.5 of the Declaration of Trust, no
VMTP Share, nor any owner (whether beneficially or of record) of any VMTP
Share, shall be subject to, or in any way liable to the Trust under,
Section 8.5 of the Declaration of Trust in its capacity as an owner of VMTP
Shares, and for the avoidance of doubt the Trust shall not set off or retain
any distributions owed to the owners (whether beneficially or of record) of
VMTP Shares or be entitled to any indemnification under Section 8.5 of the
Declaration of Trust.

14.  GLOBAL CERTIFICATE.

   At any time prior to the commencement of a Voting Period, (i) all of the
VMTP Shares Outstanding from time to time shall be represented by one or more
global certificates registered in the name of the Securities Depository or its
nominee and countersigned by the Redemption and Paying Agent and (ii) no
registration of transfer of VMTP Shares shall be made on the books of the Trust
to any Person other than the Securities Depository or its nominee.

                                      36

<PAGE>

   The foregoing restriction on registration of transfer shall be conspicuously
noted on the face or back of the certificates of VMTP Shares in such a manner
as to comply with the requirements of Section 8-204 of the Uniform Commercial
Code as in effect in the Commonwealth of Delaware, or any successor provisions.

                                      37

<PAGE>

       IN WITNESS WHEREOF, Invesco Van Kampen California Value Municipal Income
Trust has caused these presents to be signed as of August 27, 2012 in its name
and on its behalf by its Senior Vice President and attested by its Assistant
Secretary. Said officers of the Trust have executed this Statement of
Preferences as officers and not individually, and the obligations and rights
set forth in this Statement of Preferences are not binding upon any such
officers, or the trustees or shareholders of the Trust, individually, but are
binding only upon the assets and property of the Trust.

                                             INVESCO VAN KAMPEN CALIFORNIA
                                             VALUE MUNICIPAL INCOME TRUST

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

ATTEST:

/s/ P. Michelle Grace
---------------------------------------------------------------
Name: P. Michelle Grace
Title: Assistant Secretary

                                      38

<PAGE>

                                                                     APPENDIX A

                                ELIGIBLE ASSETS

On the Date of Original Issue and at all times thereafter that the VMTP Shares
are Outstanding:

1. "Eligible Assets" are defined to consist only of assets that conform to the
   following requirements as of the time of investment:

    A. Debt obligations. The following debt obligations which are not in
       payment default at the time of investment:

       i.     Debt obligations issued by a State, the District of Columbia or
              political subdivision thereof, including, but not limited to,
              limited obligation bonds, revenue bonds, and obligations that
              satisfy the requirements of Section 142(b)(1) of the Code issued
              by or on behalf of one or more States, or any public agency or
              authority of any State, or political subdivision of a State.

       ii.    Debt obligations issued by a U.S. Territory or political
              subdivision thereof, including limited obligation bonds, revenue
              bonds, and obligations that satisfy the requirements of section
              142(b)(1) of the Code issued by or on behalf of one or more U.S.
              Territories, or any public agency or authority of any U.S.
              Territory, or political subdivision of a U.S. Territory, which
              are rated in one of the four highest rating categories
              ("investment grade") by two or more NRSROs, or by one NRSRO if
              rated by only one NRSRO, or by one NRSRO, in the case of debt
              obligations that are Defeased Securities, or are determined by
              the Investment Adviser in good faith application of its internal
              credit rating standards to be the credit equivalent of investment
              grade.

       iii.   Debt obligations of the United States.

       iv.    Debt obligations issued, insured, or guaranteed by a department
              or an agency of the U.S. Government, if the obligation,
              insurance, or guarantee commits the full faith and credit of the
              United States for the repayment of the obligation.

       v.     Debt obligations of the Washington Metropolitan Area Transit
              Authority guaranteed by the Secretary of Transportation under
              Section 9 of the National Capital Transportation Act of 1969.

       vi.    Debt obligations of the Federal Home Loan Banks.

       vii.   Debt obligations, participations or other instruments of or
              issued by the Federal National Mortgage Association or the
              Government National Mortgage Association.

       viii.  Debt obligations which are or ever have been sold by the Federal
              Home Loan Mortgage Corporation pursuant to sections 305 or 306 of
              the Federal Home Loan Mortgage Corporation Act.

       ix.    Debt obligations of any agency named in 12 U.S.C. (S) 24(Seventh)
              as eligible to issue obligations that a national bank may
              underwrite, deal in, purchase and sell for the bank's own
              account, including qualified Canadian government obligations.

       x.     Debt obligations of issuers other than those specified in
              (i) through (ix) above that are rated in one of the three highest
              rating categories by two or more NRSROs, or by one NRSRO if the
              security has been rated by only one NRSRO and that are
              "marketable." For these purposes, an obligation is "marketable"
              if:

                                      A-1

<PAGE>

          -  it is registered under the Securities Act;

          -  it is offered and sold pursuant to Securities and Exchange
             Commission Rule 144A; 17 CFR 230.144A; or

          -  it can be sold with reasonable promptness at a price that
             corresponds reasonably to its fair value.

     xi.  Certificates or other securities evidencing ownership interests in a
          municipal bond trust structure (generally referred to as a tender
          option bond structure) that invests in (a) debt obligations of the
          types described in (i) or (ii) above or (b) depository receipts
          reflecting ownership interests in accounts holding debt obligations
          of the types described in (i) or (ii) above which with respect to
          both "a" and "b" are rated, or credit enhanced by a third party that
          is rated, in one of the three highest rating categories by two or
          more NRSROs, or by one NRSRO if such debt obligations or depository
          receipts or third party credit enhancement providers have been rated
          by only one NRSRO.

An asset shall not fail to qualify as an Eligible Asset solely by virtue of the
fact that:

          -  it provides for repayment of principal and interest in any form
             including fixed and floating rate, zero interest, capital
             appreciation, discount, leases, and payment in kind; or

          -  it is for long-term or short-term financing purposes.

   B.  Derivatives

     i.   Interest rate derivatives;

     ii.  Swaps, futures, forwards, structured notes, options and swaptions
          related to Eligible Assets or on an index related to Eligible Assets;

     iii. Credit default swaps; or

     iv.  Common shares issued by open-end investment companies registered
          under the 1940 Act, swaps, futures, forwards, structured notes,
          options, swaptions, or other derivatives contracts that are designed
          solely to hedge the Trust's obligations under its deferred
          compensation plan, provided, that any such swap, future, forward,
          structured note, option, swaption, or other derivatives contract is
          not itself an equity security or a derivative based on a commodity,
          and may only be settled in cash (any asset under this clause iv, a
          "DEFERRED COMPENSATION HEDGE ASSET"); provided that the Deferred
          Compensation Hedge Assets so acquired do not constitute more than
          0.05% of the Trust's Managed Assets as of the time of investment.

   C.  Other Assets

     i.   Securities issued by other investment companies (open- or closed-end
          funds and ETFs) that invest exclusively in Eligible Assets.

     ii.  Cash.

     iii. Repurchase agreements on assets described in A above.

     iv.  Taxable fixed-income securities issued by an issuer described in
          Section 1(A) (a "Permitted Issuer") that are not in default at the
          time of acquisition and that are acquired

                                      A-2

<PAGE>

          for the purpose of influencing control over such Permitted Issuer (or
          over a creditor group of such Permitted Issuer) the municipal bonds
          of such Permitted Issuer (a) the Trust already owns and (b) which
          have deteriorated or are expected shortly to deteriorate, with the
          expectation that such investment should enable the Trust to better
          maximize the value of its existing investment in the municipal bonds
          of such Permitted Issuer, provided that the taxable fixed-income
          securities of such issuer so acquired do not constitute more than
          0.5% of the Trust's Managed Assets as of the time of investment.

     v.   Any assets received by the Trust from a Permitted Issuer as the
          result of a default by the Permitted Issuer of its obligations under
          a debt obligation of such issuer described in Section 1(A) or of the
          bankruptcy or restructuring of the Permitted Issuer.

2. At any time that VMTP Shares are outstanding, for any investment company the
   securities of which are held by the Trust, other than shares of any money
   market fund, the Trust will provide or make available the following
   information to the Holders within 10 days after the public quarterly release
   of such information:

    i.   the identity of the investment company and the CUSIP Number, the
         number of shares owned, as of the end of the prior quarter, and the
         percentage of the investment company's equity represented by the
         Trust's investment, as of the end of the prior quarter;

    ii.  a representation that each such investment company invests solely in
         "Eligible Assets," which representation may be based upon the
         affirmative representation of the underlying investment company's
         investment adviser; and

    iii. the information contained in the most recently released financial
         statements of each such underlying investment company relating to the
         portfolio holdings of each such investment company.

                                      A-3

<PAGE>

                                                                     APPENDIX B

DATE: ---------------------------

<TABLE>
<CAPTION>
                                   DEBT SENIOR
      TOTAL PREFERRED   DEPOSIT    SECURITIES,
          SHARES      SECURITIES /    OTHER                                    DERIVATIVE
        OUTSTANDING      OTHER     OBLIGATIONS           MARKET                TERMINATION
            AND        ASSETS FOR      AND               VALUE       OVER-      VALUE OF
        ACCUMULATED    REDEMPTION    ACCRUED    TRUST   OF TOTAL CONCENTRATION DERIVATIVES     PASS /     PASS /
FUND     DIVIDENDS     OF SHARES    INTEREST   FLOATERS  ASSETS     AMOUNT      CONTRACTS  ELR  FAIL  ACR  FAIL
----  --------------- ------------ ----------- -------- -------- ------------- ----------- --- ------ --- ------
<S>   <C>             <C>          <C>         <C>      <C>      <C>           <C>         <C> <C>    <C> <C>
</TABLE>

                                      B-1
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77I NEW SECUR
<SEQUENCE>4
<FILENAME>dex9977i1.txt
<DESCRIPTION>EX-99.77I
<TEXT>
<PAGE>

                                                                   Sub-Item 77I

                      TERMS OF NEW OR AMENDED SECURITIES

          INVESCO VAN KAMPEN CALIFORNIA VALUE MUNICIPAL INCOME TRUST
                                AMENDMENT NO. 1
                                      TO
                         THE STATEMENT OF PREFERENCES
                                      OF
           VARIABLE RATE MUNI TERM PREFERRED SHARES ("VMTP SHARES")
                             DATED AUGUST 27, 2012
                               (THE "STATEMENT")

       WHEREAS, pursuant to authority expressly vested in the Board of Trustees
(as defined in the Statement) of Invesco Van Kampen California Value Municipal
Income Trust (the "Fund") by Article II of the Declaration of Trust (as defined
in the Statement), the Board of Trustees of the Fund had previously approved
the issuance of 1,160 Series 2015/6-VCV VMTP Shares of the Fund; and

       WHEREAS the Board of Trustees has determined that it is in the best
interest of the Fund to issue an additional 723 Series 2015/6-VCV VMTP Shares
in connection with the reorganization of the Fund with Invesco New York Quality
Municipal Securities, effective on August 27, 2012, and has approved the
issuance of such VMTP Shares.

       NOW THEREFORE, the undersigned officer of the Fund hereby certifies as
follows:

       1. The Board of Trustees of the Fund has adopted resolutions to amend
the Statement as follows:

       "Designation" in the Statement is hereby deleted in its entirety and
replaced with the following:

                                  DESIGNATION

         Series 2015/6-VCV: A series of 1,883 preferred shares of beneficial
         interest of the Trust, liquidation preference $100,000 per share, is
         hereby authorized and designated "Series 2015/6-VCV VMTP Shares". Each
         Series 2015/6-VCV VMTP Share shall be issued on a date determined by
         the Board of Trustees of the Trust or pursuant to their delegated
         authority; have an Applicable Rate for the Initial Rate Period equal
         to the sum of 1.05% per annum plus the Securities Industry and
         Financial Markets Association ("SIFMA") Municipal Swap Index,
         published at approximately 3:00 p.m., New York City time, on
         Wednesday, August 22, 2012; have an initial Dividend Payment Date of
         September 3, 2012; and have such other preferences, voting powers,
         restrictions, limitations as to dividends and distributions,
         qualifications and terms and conditions of redemption, including as
         are required by Applicable Law, that are

<PAGE>

       expressly set forth in this Statement of Preferences and the Declaration
       of Trust. The Series 2015/6-VCV VMTP Shares shall constitute a separate
       series of preferred shares of beneficial interest of the Trust and each
       Series 2015/6-VCV VMTP Share shall be identical to each other Series
       2015/6-VCV VMTP Share. Except as otherwise provided with respect to any
       additional Series of VMTP Shares, the terms and conditions of this
       Statement of Preferences apply to each Series of VMTP Shares.

       Section 1(a) of the Statement is hereby deleted in its entirety and
replaced with the following:

       (a) Authorized Shares. The initial number of authorized VMTP Shares is
1,883.

       2. Except as amended hereby, the Statement remains in full force and
effect.

       3. An original copy of this amendment shall be lodged with the records
of the Fund and filed in such places as the Board of Trustees deem appropriate.

                                       2

<PAGE>

Dated this 27th day of August 2012.

                                             INVESCO VAN KAMPEN CALIFORNIA
                                             VALUE MUNICIPAL INCOME TRUST

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

                                       3
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77M MERGERS
<SEQUENCE>5
<FILENAME>dex9977m.txt
<DESCRIPTION>EX-99.77M
<TEXT>
<PAGE>

                                                                   SUB-ITEM 77M

                                 SUB-ITEM 77M

                                    MERGERS

INVESCO CALIFORNIA MUNICIPAL INCOME TRUST TO INVESCO VAN KAMPEN CALIFORNIA
VALUE MUNICIPAL INCOME TRUST

   On November 30, 2011, the Board of Trustees of Invesco California Municipal
Income Trust (the "Target Fund") approved an Agreement and Plan of Merger (the
"Agreement"). On August 14, 2012, at a Joint Annual Meeting for shareholders of
common and preferred shares of beneficial interest of Invesco California
Municipal Income Trust, shareholders approved the Agreement that provided for
the merger of the Target Fund with and into Invesco Van Kampen California Value
Municipal Income Trust (the "Acquiring Fund") (the "Merger") pursuant to the
Delaware Statutory Trust Act. Pursuant to the Agreement on August 27, 2012, the
Acquiring Fund issued new Common Shares and Preferred Shares. Common Shares of
the Target Fund were exchanged for newly issued Acquiring Fund Common Shares of
equal aggregate net asset value; and Preferred Shares were exchanged for newly
issued Acquiring Fund Preferred Shares with substantially identical terms,
including equal aggregate liquidation preferences. The Acquiring Fund assumed
all of the liabilities of the Target Fund. Common and Preferred Shares of the
Acquiring Fund owned after the merger will have an aggregate net asset value
equal to the net asset value of the Target Fund Common and Preferred Shares
held immediately before the Merger. Shareholders of the Target Fund and
Acquiring Fund will recognize no gain or loss for federal income tax purposes
upon the exchange of all shares of the Target Fund for shares in the Acquiring
Fund.

INVESCO CALIFORNIA QUALITY MUNICIPAL SECURITIES TO INVESCO VAN KAMPEN
CALIFORNIA VALUE MUNICIPAL INCOME TRUST

   On November 30, 2011, the Board of Trustees of Invesco California Quality
Municipal Securities (the "Target Fund") approved an Agreement and Plan of
Merger (the "Agreement"). On August 14, 2012, at a Joint Annual Meeting for
shareholders of common and preferred shares of beneficial interest of Invesco
California Quality Municipal Securities, shareholders approved the Agreement
that provided for the merger of the Target Fund with and into Invesco Van
Kampen California Value Municipal Income Trust (the "Acquiring Fund") (the
"Merger") pursuant to the Delaware Statutory Trust Act. Pursuant to the
Agreement on August 27, 2012, the Acquiring Fund issued new Common Shares and
Preferred Shares. Common Shares of the Target Fund were exchanged for newly
issued Acquiring Fund Common Shares of equal aggregate net asset value; and
Preferred Shares were exchanged for newly issued Acquiring Fund Preferred
Shares with substantially identical terms, including equal aggregate
liquidation preferences. The Acquiring Fund assumed all of the liabilities of
the Target Fund. Common and Preferred Shares of the Acquiring Fund owned after
the merger will have an aggregate net asset value equal to the net asset value
of the Target Fund Common and Preferred Shares held immediately before the
Merger. Shareholders of the Target Fund and Acquiring Fund will recognize no
gain or loss for federal income tax purposes upon the exchange of all shares of
the Target Fund for shares in the Acquiring Fund.

INVESCO CALIFORNIA MUNICIPAL SECURITIES TO INVESCO VAN KAMPEN CALIFORNIA VALUE
MUNICIPAL INCOME TRUST

   On November 30, 2011, the Board of Trustees of Invesco California Municipal
Securities (the "Target Fund") approved an Agreement and Plan of Merger (the
"Agreement"). On August 14, 2012, at a

<PAGE>

                                                                   SUB-ITEM 77M

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

FOR A MORE DETAILED DISCUSSION ON THE MERGER, PLEASE SEE THE AGREEMENT AND PLAN
OF MERGER FILED HEREIN UNDER ITEM 77Q1(G).
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>6
<FILENAME>dex9977q1a.txt
<DESCRIPTION>EX-99.77Q1
<TEXT>
<PAGE>

                                                               Sub-Item 77Q1(a)

     BYLAWS OF INVESCO VAN KAMPEN CALIFORNIA VALUE MUNICIPAL INCOME TRUST,
                          A DELAWARE STATUTORY TRUST

                        Adopted effective May 15, 2012
               Capitalized terms not specifically defined herein
            shall have the meanings ascribed to them in the Trust's
  Amended and Restated Agreement and Declaration of Trust (the "Agreement").

                                   ARTICLE I
                                    OFFICES

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

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

                                  ARTICLE II
                                   TRUSTEES

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

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

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

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

<PAGE>

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. Subject to Section 4.3 of the Agreement, the Board of
Trustees may, by resolution passed by a majority of the whole Board, designate
one or more 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 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 committee, who may replace any absent or disqualified member at any meeting
of such committee. Each committee, other than ad hoc committees, 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. Each
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. Any
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. The
Board of Trustees may terminate any such committee at its discretion. Subject
to Section 4.3 of the Agreement, the Board of Trustees may, by resolution
passed by a majority of the whole Board, establish one or more sub-committees
of any committee, and the membership, duties and operations of each such
sub-committee shall be set forth in the written charter of the applicable
committee.

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

                                      2

<PAGE>

                                  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
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. Such removal shall be without prejudice to the
contract rights, if any, of the person so removed. Any officer may resign from
office at any time by delivering a written resignation to the Trustees or the
President. Unless otherwise specified therein, such resignation shall take
effect upon delivery.

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

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

   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

                                      3

<PAGE>

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

   Section 11. 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 12. 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 13. 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

                                      4

<PAGE>

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

                                  ARTICLE IV
                           MEETINGS OF SHAREHOLDERS

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

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

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

   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

                                      5

<PAGE>

be presented at the meeting in accordance with Section 15 of this Article IV,
and (c) the adjournment of such meeting in accordance with Section 14 of this
Article IV.

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

   Section 7. Organization of Meetings.

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

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

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

                                      6

<PAGE>

proportionate fractional vote for each fractional Share owned of record on the
record date by such Shareholder.

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

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

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

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

   Section 14. Adjournments.

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

                                      7

<PAGE>

meeting date without giving the Shareholders notice of the adjournment and the
new meeting date.

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

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

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

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

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

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

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

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

                                      8

<PAGE>

provided herein by the later of the close of business on (i) the date ninety
(90) days prior to such Other Annual Meeting Date or (ii) the tenth (10th) day
following the date such Other Annual Meeting Date is first publicly announced
or disclosed; provided, however, that if the Other Annual Meeting Date was
disclosed in the proxy statement for the prior year's annual meeting, than the
dates for receipt of the Shareholder Notice shall be calculated in accordance
with Section 15(c) above based on such Other Annual Meeting Date and disclosed
in the proxy statement for the prior year's annual meeting.

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

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

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

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

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

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

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

              (E) The information regarding each such Proposed Nominee required
       by paragraph (b) of Item 22 of Rule 14a-101 under the 1934 Act, adopted
       by the

                                      9

<PAGE>

       Commission (or the corresponding provisions of any regulation or rule
       subsequently adopted by the Commission applicable to the Trust);

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

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

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

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

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

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

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

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

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

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

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

          (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

                                      10

<PAGE>

   filing required to be made in connection with the solicitation of proxies by
   such Person with respect to the proposed business to be brought by such
   Person before the annual meeting pursuant to Section 14 of the 1934 Act and
   the rules and regulations promulgated thereunder, whether or not such Person
   intends to deliver a proxy statement or solicit proxies; and

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

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

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

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

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

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

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

                                      11

<PAGE>

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

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

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

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

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

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

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

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

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

                                      12

<PAGE>

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

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

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

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

                                   ARTICLE V
                                    NOTICES

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

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

                                  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

                                      13

<PAGE>

shall not issue share certificates and no Shareholder shall have the right to
demand or require that a certificate be issued to him, her or it.

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

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

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

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

                                  ARTICLE VII
                              GENERAL PROVISIONS

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

                                      14

<PAGE>

unenforceability shall attach only to such provision only in such jurisdiction
and shall not affect any other provision of these Bylaws.

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

                                 ARTICLE VIII
                                INDEMNIFICATION

   Section 1. Indemnification.

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

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

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

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

   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

                                      15

<PAGE>

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

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

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

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

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

                                      16

<PAGE>

person who was not serving as a Trustee, officer, employee or agent of the
Trust at the time of such amendment, modification or adoption.

   Section 5. Claims.

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

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

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

                                  ARTICLE IX
                                  AMENDMENTS

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

                                      17

<PAGE>

                                                               Sub-Item 77Q1(a)

            AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST

                                      OF

          INVESCO VAN KAMPEN CALIFORNIA VALUE MUNICIPAL INCOME TRUST

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

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

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

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

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

       NOW, THEREFORE, the Trustees hereby declare that:

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

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

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

                                   ARTICLE I
              NAME, DEFINITIONS, PURPOSE AND CERTIFICATE OF TRUST

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

                                      -1-

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

                                      -2-

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

                                      -3-

<PAGE>

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

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

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

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

                                  ARTICLE II
                         SHARES OF BENEFICIAL INTEREST

   Section 2.1 Shares of Beneficial Interest.

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

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

                                      -4-

<PAGE>

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

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

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

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

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

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

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

                                      -5-

<PAGE>

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

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

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

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

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

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

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

                                      -6-

<PAGE>

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

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

                                  ARTICLE III
                                 THE TRUSTEES

   Section 3.1 Management of the Trust.

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

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

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

   Section 3.2 Number of Trustees. The Board shall consist of such number of
trustees as shall be fixed from time to time by a majority of the Trustees;
provided, however, that the number of trustees shall in no event be less than
two (2) nor more than eleven (11); 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.

                                      -7-

<PAGE>

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

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

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

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

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

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

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

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

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

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

                                      -8-

<PAGE>

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

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

   Section 3.4 Election, Vacancies and Appointment of Trustees.

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

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

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

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

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

                                      -9-

<PAGE>

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

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

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

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

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

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

   Section 3.8 Legal Standard. The Trustees shall be subject to the same
fiduciary duties to which the directors of a Delaware corporation would be
subject if the Trust were a Delaware corporation, the Shareholders were
shareholders of such Delaware corporation and the Trustees were directors of
such Delaware corporation, and such modified duties shall replace any fiduciary
duties to which the Trustees would otherwise be subject. Without limiting the
generality of the foregoing, all actions and omissions of the Trustees shall be
evaluated under the doctrine commonly referred to as the "business judgment
rule," as defined and

                                     -10-

<PAGE>

developed under Delaware law, to the same extent that the same actions or
omissions of directors of a Delaware corporation in a substantially similar
circumstance would be evaluated under such doctrine. Notwithstanding the
foregoing, the provisions of the Governing Instrument, to the extent that they
modify, restrict or eliminate the duties (including fiduciary duties), and
liabilities relating thereto, of a Trustee otherwise applicable under the
foregoing standard or otherwise existing at law (statutory or common) or in
equity, are agreed by each Shareholder and the Trust to replace such duties and
liabilities of such Trustee under the foregoing standard or otherwise existing
at law (statutory or common) or in equity.

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

                                  ARTICLE IV
                            POWERS OF THE TRUSTEES

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

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

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

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

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

                                     -11-

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

                                     -12-

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

                                     -13-

<PAGE>

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

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

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

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

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

                                     -14-

<PAGE>

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

                                   ARTICLE V
                 INVESTMENT ADVISER, PRINCIPAL UNDERWRITER AND
                                TRANSFER AGENT

   Section 5.1 Investment Adviser.

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

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

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

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

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

                                     -15-

<PAGE>

                                  ARTICLE VI
                    SHAREHOLDERS' VOTING POWERS AND MEETING

   Section 6.1 Voting Powers.

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

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

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

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

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

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

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

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

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

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

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

                                     -16-

<PAGE>

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

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

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

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

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

                                  ARTICLE VII
                         DISTRIBUTIONS AND REPURCHASES

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

                                     -17-

<PAGE>

   Section 7.2 Repurchase of Shares With Shareholder Consent.

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

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

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

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

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

                                 ARTICLE VIII
                  LIMITATION OF LIABILITY AND INDEMNIFICATION

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

                                     -18-

<PAGE>

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

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

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

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

                                  ARTICLE IX
                             CERTAIN TRANSACTIONS

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

                                     -19-

<PAGE>

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

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

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

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

       (2)  Collect its assets;

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

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

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

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

   (d) On completion of distribution of the remaining assets and upon the
       winding up of the Trust in accordance with Section 3808 of the Delaware
       Act and its termination, any one (1) Trustee shall execute, and cause to
       be filed, a certificate

                                     -20-

<PAGE>

       of cancellation, with the office of the Secretary of State of the State
       of Delaware in accordance with the provisions of Section 3810 of the
       Delaware Act, whereupon the Trust shall terminate and the Trustees and
       the Trust shall be discharged from all further liabilities and duties
       hereunder with respect thereto. The Trustees shall not be personally
       liable to the claimants of the dissolved Trust by reason of the
       Trustees' actions in winding up the Trust's affairs if the Trustees
       complied with Section 3808(e) of the Delaware Act.

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

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

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

   Section 9.3 Merger or Consolidation; Conversion; Reorganization.

   (a) Merger or Consolidation.

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

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

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

   (b) Conversion.

       (1)  The Board of Trustees may cause:

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

                                     -21-

<PAGE>

            of the State of Delaware as permitted pursuant to Section 3821 of
            the Delaware Act;

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

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

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

   (c) Reorganization.

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

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

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

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

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

                                     -22-

<PAGE>

   Section 9.5 Principal Shareholder Transactions.

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

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

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

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

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

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

                                     -23-

<PAGE>

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

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

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

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

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

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

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

                                   ARTICLE X
                                 MISCELLANEOUS

   Section 10.1 Trust Not a Partnership; Taxation.

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

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

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

                                     -24-

<PAGE>

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

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

   Section 10.4 Governing Law.

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

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

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

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

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

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

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

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

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

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

                                     -25-

<PAGE>

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

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

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

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

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

                                     -26-

<PAGE>

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

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

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

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

                                     -27-

<PAGE>

       IN WITNESS WHEREOF, the undersigned, being all of the Trustees of the
Trust, have executed this instrument this 15th day of May, 2012.

                                                  /s/ David C. Arch
                                                  ------------------------------
                                                  David C. Arch

                                                  /s/ Jerry D. Choate
                                                  ------------------------------
                                                  Jerry D. Choate

                                                  /s/ Linda Hutton Heagy
                                                  ------------------------------
                                                  Linda Hutton Heagy

                                                  /s/ R. Craig Kennedy
                                                  ------------------------------
                                                  R. Craig Kennedy

                                                  /s/ Colin D. Meadows
                                                  ------------------------------
                                                  Colin D. Meadows

                                                  /s/ Hugo F. Sonnenschein
                                                  ------------------------------
                                                  Hugo F. Sonnenschein

                                                  /s/ Wayne W. Whalen
                                                  ------------------------------
                                                  Wayne W. Whalen

                                                  /s/ Suzanne H. Woolsey
                                                  ------------------------------
                                                  Suzanne H. Woolsey, Ph.D.

                                     -28-

<PAGE>

                                                                        77Q1(a)

                       AMENDMENT TO DECLARATION OF TRUST

                                      for

          INVESCO VAN KAMPEN CALIFORNIA VALUE MUNICIPAL INCOME TRUST

                                  CERTIFICATE

       The undersigned hereby certifies that he is a Trustee of Invesco Van
Kampen California Value Municipal Income Trust, an unincorporated business
trust organized and existing under the laws of The Commonwealth of
Massachusetts (the "TRUST"), that annexed hereto is the Certificate of
Designation dated May 14, 2012 as an amendment to the Declaration of Trust,
establishing the powers, qualifications, rights and preferences of the Series
2015/6-VCV Variable Rate Muni Term Preferred Shares of the Trust, which
Certificate has been adopted by the Board of Trustees of the Trust in a manner
provided in the Trust's Declaration of Trust.

                                          Dated this 14th day of May, 2012

                                          By:     /s/ Wayne W. Whalen
                                                  ------------------------------
                                          Name:   Wayne W. Whalen
                                          Title:  Trustee

                                       1

<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                           Page
                                                                                           ----
<S>                                                                                        <C>
DESIGNATION...............................................................................   4

DEFINITIONS...............................................................................   4

TERMS.....................................................................................  18

1.   NUMBER OF AUTHORIZED SHARES..........................................................  18
     (a) Authorized Shares................................................................  18
     (b) Capitalization...................................................................  18
     (c) Capital and Surplus..............................................................  18
     (d) Reduction of Capital.............................................................  18

2.   DIVIDENDS............................................................................  19
     (a) Ranking..........................................................................  19
     (b) Cumulative Cash Dividends........................................................  19
     (c) Dividends Cumulative from Date of Original Issue.................................  19
     (d) Dividend Payment Dates...........................................................  19
     (e) Applicable Rates and Calculation of Dividends....................................  19
     (f) Curing a Failure to Deposit......................................................  20
     (g) Dividend Payments by the Trust to Redemption and Paying Agent....................  20
     (h) Redemption and Paying Agent to Hold Dividend Payments by Trust in Trust..........  20
     (i) Dividends Paid to Holders........................................................  20
     (j) Dividends Credited Against Earliest Accumulated But Unpaid Dividends.............  20
     (k) Dividends Designated as Exempt-Interest Dividends................................  21

3.   GROSS-UP PAYMENTS AND NOTICE OF ALLOCATIONS..........................................  21

4.   VOTING RIGHTS........................................................................  21
     (a) One Vote Per VMTP Share..........................................................  21
     (b) Voting for Additional Trustees...................................................  21
     (c) 1940 Act Matters.................................................................  23
     (d) Exclusive Right to Vote on Certain Matters.......................................  23
     (e) Rights Set Forth Herein are Sole Rights..........................................  23
     (f) No Preemptive Rights or Cumulative Voting........................................  23
     (g) Voting for Trustees Sole Remedy for Trust's Failure to Pay Dividends.............  23
     (h) Holders Entitled to Vote.........................................................  23
     (i) Grant of Irrevocable Proxy.......................................................  23

5.   AMENDMENTS AND RATING AGENCIES.......................................................  24

6.   MINIMUM ASSET COVERAGE AND OTHER FINANCIAL REQUIREMENTS..............................  26
     (a) Minimum Asset Coverage...........................................................  26
     (b) Effective Leverage Ratio.........................................................  26
     (c) Eligible Assets..................................................................  26
     (d) Credit Quality...................................................................  26
     (e) Liens............................................................................  26
     (f) Tender Option Bond Trust.........................................................  27

7.   BASIC MAINTENANCE AMOUNT.............................................................  27

8.   RESTRICTIONS ON DIVIDENDS AND OTHER DISTRIBUTIONS....................................  27
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                                              <C>
     (a) Dividends on Preferred Shares Other Than VMTP Shares...................................................  27
     (b) Dividends and Other Distributions With Respect to Common Shares Under the 1940 Act.....................  27
     (c) Other Restrictions on Dividends and Other Distributions................................................  28
     (d) Sources of Dividends...................................................................................  28

9.   RATING AGENCY RESTRICTIONS.................................................................................  28

10.  REDEMPTION.................................................................................................  29
     (a) Optional Redemption....................................................................................  29
     (b) Term/Mandatory Redemption..............................................................................  29
     (c) Notice of Redemption...................................................................................  32
     (d) No Redemption Under Certain Circumstances..............................................................  33
     (e) Absence of Funds Available for Redemption..............................................................  33
     (f) Redemption and Paying Agent to Hold Redemption Payments by Trust in Trust..............................  33
     (g) Shares for Which Deposit Securities Have Been Deposited and Notice of Redemption Has Been Given Are No
         Longer Outstanding.....................................................................................  33
     (h) Compliance With Applicable Law.........................................................................  34
     (i) Only Whole VMTP Shares May Be Redeemed.................................................................  34
     (j) Modification of Redemption Procedures..................................................................  34
     (k) Capital Limitations on Purchases and Redemptions.......................................................  34

11.  LIQUIDATION RIGHTS.........................................................................................  35
     (a) Ranking................................................................................................  35
     (b) Distributions Upon Liquidation.........................................................................  35
     (c) Pro Rata Distributions.................................................................................  35
     (d) Rights of Junior Shares................................................................................  35
     (e) Certain Events Not Constituting Liquidation............................................................  35
     (f) Definition of Liabilities..............................................................................  35

12.  TRANSFERS..................................................................................................  36

13.  MISCELLANEOUS..............................................................................................  36
     (a) No Fractional Shares...................................................................................  36
     (b) Status of VMTP Shares Redeemed, Exchanged or Otherwise Acquired by the Trust...........................  36
     (c) Treatment of VMTP Shares as Equity.....................................................................  36
     (d) Board May Resolve Ambiguities..........................................................................  36
     (e) Headings Not Determinative.............................................................................  36
     (f) Notices................................................................................................  37
     (g) Redemption and Paying Agent............................................................................  37
     (h) Securities Depository..................................................................................  37
     (i) Voluntary Bankruptcy...................................................................................  37
     (j) Applicable Law Restrictions and Requirements...........................................................  37
     (k) Information............................................................................................  37
     (l) Tax Status of the Trust................................................................................  38
     (m) Maintenance of Existence...............................................................................  38
     (n) Use of Proceeds........................................................................................  38
     (o) Compliance with Law....................................................................................  39
     (p) Maintenance of Approvals: Filings, Etc.................................................................  39
     (q) 1940 Act Registration..................................................................................  39
     (t) Purchase by Affiliates.................................................................................  39
     (u) Audits.................................................................................................  39
     (v) Personal Liability.....................................................................................  39
     (w) Termination............................................................................................  39
     (x) Actions on Other than Business Days....................................................................  40

14.  GLOBAL CERTIFICATE.........................................................................................  40
Appendix A: Eligible Assets..................................................................................... A-1
</TABLE>

<PAGE>

          INVESCO VAN KAMPEN CALIFORNIA VALUE MUNICIPAL INCOME TRUST

            CERTIFICATE OF DESIGNATION ESTABLISHING AND FIXING THE
                           RIGHTS AND PREFERENCES OF
                   VARIABLE RATE MUNI TERM PREFERRED SHARES

   WHEREAS the Board of Trustees of Invesco Van Kampen California Value
Municipal Income Trust (the "TRUST"), is expressly empowered pursuant to
Section 6.1 of the Declaration of Trust to authorize the issuance of preferred
shares of beneficial interest of the Trust in one or more series, with such
preferences, powers, restrictions, limitations or qualifications as determined
by the Board of Trustees and as set forth in the resolution or resolutions
providing for the issuance of such preferred shares.

   AND WHEREAS the Board of Trustees has determined that it is in the best
interest of the Trust to issue one series of such preferred shares.

   NOW THEREFORE, the Board of Trustees does hereby authorize the issuance of
preferred shares of beneficial interest of the Trust, par value $0.01 per
share, to be designated Variable Rate Muni Term Preferred Shares (the "VMTP
SHARES"). The VMTP Shares may be issued in one or more series, as designated
and authorized by the Board of Trustees or a duly authorized committee thereof
from time to time (each series of VMTP Shares that may be authorized and
issued, a "SERIES").

   The preferences (including liquidation preference), voting powers,
restrictions, limitations as to dividends, qualifications, and terms and
conditions of redemption, of the shares of each Series of VMTP Shares are as
follows or as set forth in an amendment to this Certificate of Designation or
otherwise in the Declaration of Trust (each such Series being referred to
herein as a "SERIES OF VMTP SHARES"):

                                  DESIGNATION

   Series 2015/6-VCV: A series of 1,160 preferred shares of beneficial interest
of the Trust, par value $0.01 per share, liquidation preference $100,000 per
share, is hereby authorized and designated "Series 2015/6-VCV VMTP Shares".
Each Series 2015/6-VCV VMTP Share shall be issued on a date determined by the
Board of Trustees of the Trust or pursuant to their delegated authority; have
an Applicable Rate for the Initial Rate Period equal to the sum of 1.05% per
annum plus the Securities Industry and Financial Markets Association ("SIFMA")
Municipal Swap Index, published at approximately 3:00 p.m., New York City time,
on Wednesday, May 9, 2012; have an initial Dividend Payment Date of June 1,
2012; and have such other preferences, voting powers, restrictions, limitations
as to dividends and distributions, qualifications and terms and conditions of
redemption, including as are required by Applicable Law, that are expressly set
forth in this Certificate of Designation and the Declaration of Trust. The
Series 2015/6-VCV VMTP Shares shall constitute a separate series of preferred
shares of beneficial interest of the Trust and each Series 2015/6-VCV VMTP
Share shall be identical to each other Series 2015/6-VCV VMTP Share. Except as
otherwise provided with respect to any additional Series of VMTP Shares, the
terms and conditions of this Certificate of Designation apply to each Series of
VMTP Shares.

                                  DEFINITIONS

   The following terms shall have the following meanings (with terms defined in
the singular having comparable meanings when used in the plural and vice
versa), unless the context otherwise requires:

   "1940 ACT" means the Investment Company Act of 1940 and the Rules and
Regulations thereunder, as amended from time to time.

   "AFFECTED SERIES" shall have the meaning set forth in Section 5(d) of this
Certificate of Designation.

   "AGENT MEMBER" means a Person with an account at the Securities Depository
that holds one or more VMTP Shares through the Securities Depository, directly
or indirectly, for a Beneficial Owner and that will be

<PAGE>

authorized and instructed, directly or indirectly, by a Beneficial Owner to
disclose information to the Redemption and Paying Agent with respect to such
Beneficial Owner.

   "AMPS" shall have the meaning set forth in Section 13(o) of this Certificate
of Designation.

   "APPLICABLE BASE RATE" means the SIFMA Municipal Swap Index.

   "APPLICABLE LAW" means the laws of the Commonwealth of Massachusetts and the
federal law of the United States of America (including, without limitation, the
1940 Act).

   "APPLICABLE RATE" shall have the meaning set forth in Section 2(e)(i) of
this Certificate of Designation and shall in no event exceed the Maximum Rate.

   "APPLICABLE RATE DETERMINATION" means each periodic operation of the process
of determining the Applicable Rate for the VMTP Shares for a Subsequent Rate
Period.

   "BASIC MAINTENANCE AMOUNT," as of any Valuation Date, shall have the meaning
set forth in the Rating Agency Guidelines.

   "BASIC MAINTENANCE CURE DATE," with respect to the failure by the Trust to
satisfy the Basic Maintenance Amount (as required by Section 7(a) of this
Certificate of Designation) as of a given Valuation Date, shall have the
meaning set forth in the Rating Agency Guidelines, but in no event shall it be
longer than 10 Business Days following such Valuation Date.

   "BENEFICIAL OWNER" means a Person in whose name VMTP Shares are recorded as
beneficial owner of such VMTP Shares by the Securities Depository, an Agent
Member or other securities intermediary on the records of such Securities
Depository, Agent Member or securities intermediary, as the case may be, or, if
applicable, such Person's subrogee.

   "BOARD OF TRUSTEES" means the Board of Trustees of the Trust or any duly
authorized committee thereof.

   "BUSINESS DAY" means a day (a) other than a day on which commercial banks in
The City of New York, New York are required or authorized by law or executive
order to close and (b) on which the New York Stock Exchange is not closed.

   "CERTIFICATE OF DESIGNATION" means this Certificate of Designation
Establishing and Fixing the Rights and Preferences of the VMTP Shares, as
amended from time to time in accordance with the provisions hereof.

   "CLOSED-END FUNDS" shall have the meaning set forth in Section 12(a) of this
Certificate of Designation.

   "CLOSING DATE" means May 15, 2012.

   "CODE" means the U.S. Internal Revenue Code of 1986, as amended.

   "COMMON SHARES" has the meaning set forth in the Declaration of Trust.

   "CONDITIONAL ACCEPTANCE" shall have the meaning set forth in
Section 10(b)(i) of this Certificate of Designation.

   "CURE DATE" means the Basic Maintenance Cure Date, the Minimum Asset
Coverage Cure Date or the last day of the Effective Leverage Ratio Cure Period,
as the case may be.

   "CUSTODIAN" for purposes of this Certificate of Designation, means a bank,
as defined in Section 2(a)(5) of the 1940 Act, that has the qualifications
prescribed in paragraph 1 of Section 26(a) of the 1940 Act, or such other

                                       5

<PAGE>

entity as shall be providing custodian services to the Trust as permitted by
the 1940 Act or order thereunder, and shall include, as appropriate, any
similarly qualified sub-custodian duly appointed by the Custodian.

   "DATE OF ORIGINAL ISSUE" means May 15, 2012.

   "DECLARATION OF TRUST" means the Declaration of Trust of the Trust, as
amended and supplemented (including by this Certificate of Designation), on
file with the Secretary of the Commonwealth of Massachusetts.

   "DEFEASED SECURITIES" means a security for which cash, cash equivalents or
other eligible property has been pledged in an amount sufficient to make all
required payments on such security to and including maturity (including any
accelerated maturity pursuant to a permitted redemption), in accordance with
the instrument governing the issuance of such security.

   "DEFERRED COMPENSATION HEDGE ASSETS" shall have the meaning specified in
Appendix A of this Certificate of Designation.

   "DEPOSIT SECURITIES" means, as of any date, any United States
dollar-denominated security or other investment of a type described below that
either (i) is a demand obligation payable to the holder thereof on any Business
Day or (ii) has a maturity date, mandatory redemption date or mandatory payment
date, on its face or at the option of the holder, preceding the relevant
payment date in respect of which such security or other investment has been
deposited or set aside as a Deposit Security:

   (1) cash or any cash equivalent;

   (2) any U.S. Government Security;

   (3) any Municipal Security that has a credit rating from at least one NRSRO
       that is the highest applicable rating generally ascribed by such NRSRO
       to Municipal Securities as of the date of this Certificate of
       Designation (or such rating's future equivalent), including (A) any such
       Municipal Security that has been pre-refunded by the issuer thereof with
       the proceeds of such refunding having been irrevocably deposited in
       trust or escrow for the repayment thereof and (B) any such fixed or
       variable rate Municipal Security that qualifies as an eligible security
       under Rule 2a-7 under the 1940 Act as in effect on the Date of Original
       Issue;

   (4) any investment in any money market fund registered under the 1940 Act
       that qualifies under Rule 2a-7 under the 1940 Act, or in any similar
       investment vehicle described in Rule 12d1-1(b)(2) under the 1940 Act, in
       each case, that invests principally in Municipal Securities or U.S.
       Government Securities or any combination thereof; or

   (5) any letter of credit from a bank or other financial institution that has
       a credit rating from at least one NRSRO that is the highest applicable
       rating generally ascribed by such NRSRO to bank deposits or short-term
       debt of banks or other financial institutions as of the date of this
       Certificate of Designation (or such rating's future equivalent).

   "DERIVATIVE CONTRACT" means (a) any and all rate swap transactions, basis
swaps, credit derivative transactions, forward rate transactions, commodity
swaps, commodity options, forward commodity contracts, forward swap
transactions, equity or equity index swaps or options, bond or bond price or
bond index swaps or options or forward bond or forward bond price or forward
bond index transactions, futures contracts, repurchase transactions, interest
rate options, forward foreign exchange transactions, cap transactions, floor
transactions, collar transactions, currency swap transactions, cross-currency
rate swap transactions, currency options, spot contracts, or any other similar
transactions or any combination of any of the foregoing (including any options
to enter into any of the foregoing), whether or not any such transaction is
governed by or subject to any master agreement or cleared on an exchange or
other clearing organization, and (b) any and all transactions of any kind, and
the related confirmations, which are subject to the terms and conditions of, or
governed by, any form of master agreement published by the International Swaps
and Derivatives Association, Inc., any International Foreign Exchange Master

                                       6

<PAGE>

Agreement, or any other master agreement (any such master agreement, together
with any related schedules, a "MASTER AGREEMENT"), including any obligations or
liabilities under any such Master Agreement.

   "DERIVATIVE TERMINATION VALUE" means, in respect of any one or more
Derivative Contracts, after taking into account the effect of any legally
enforceable netting agreement relating to such Derivative Contracts, (a) for
any date on or after the date such Derivative Contracts have been closed out
and termination value(s) determined in accordance therewith, such termination
value(s), (b) for any date prior to the date referenced in clause (a), the
amount(s) determined as the mark-to-market value(s) for such Derivative
Contracts, as determined based upon one or more mid-market or other readily
available quotations provided by any recognized dealer in such Derivative
Contracts (which may include a Holder or Beneficial Owner or an affiliate of a
Holder or Beneficial Owner) or (c) the last reported sale price, if applicable,
to the extent such Derivative Contracts are traded on an exchange.

   "DISCOUNTED VALUE", as of any Valuation Date, shall have the respective
meanings set forth in the Rating Agency Guidelines.

   "DIVIDEND PAYMENT DATE" means the date that is the first Business Day of
each calendar month.

   "DIVIDEND PERIOD" means, with respect to the Series 2015/6-VCV VMTP Shares,
in the case of the first Dividend Period, the period beginning on the Date of
Original Issue for such Series and ending on and including May 31, 2012 and for
each subsequent Dividend Period, the period beginning on and including the
first calendar day of the month following the month in which the previous
Dividend Period ended and ending on and including the last calendar day of such
month.

   "EFFECTIVE LEVERAGE RATIO" means the quotient of:

   (A) the sum of (i) the aggregate liquidation preference of the Trust's
"senior securities" (as that term is defined in the 1940 Act) that are stock
for purposes of Section 18 of the 1940 Act, plus any accumulated but unpaid
dividends thereon, excluding, without duplication, (x) any such senior
securities for which the Trust has issued a notice of redemption (in accordance
with the terms of such senior securities) and either has delivered Deposit
Securities or sufficient funds (in accordance with the terms of such senior
securities) to the paying agent for such senior securities or otherwise has
adequate Deposit Securities on hand and segregated on the books and records of
the Custodian for the purpose of such redemption and (y) the Trust's
outstanding Preferred Shares to be redeemed with the gross proceeds from the
sale of VMTP Shares or other replacement securities, for which the Trust either
has delivered Deposit Securities or sufficient funds (in accordance with the
terms of such Preferred Shares) to the paying agent for such Preferred Shares
or otherwise has adequate Deposit Securities on hand and segregated on the
books and records of the Custodian for the purpose of such redemption; (ii) the
aggregate principal amount of the Trust's "senior securities representing
indebtedness" (as that term is defined in the 1940 Act), plus any accrued but
unpaid interest thereon; (iii) the aggregate principal amount of floating rate
trust certificates corresponding to the associated residual floating rate trust
certificates owned by the Trust (less the aggregate principal amount of any
such floating rate trust certificates owned by the Trust and corresponding to
the associated residual floating rate trust certificates owned by the Trust);
and (iv) the aggregate amount of the Trust's repurchase obligations under
repurchase agreements;

   divided by

   (B) the sum of (i) the Market Value of the Trust's total assets (including
amounts attributable to senior securities but excluding, any assets consisting
of Deposit Securities or funds referred to in clauses (A)(i)(x) and (y) above),
less the sum of (A) the amount of the Trust's accrued liabilities (which
accrued liabilities shall include net obligations of the Trust under each
Derivative Contract in an amount equal to the Derivative Termination Value
thereof payable by the Trust to the related counterparty), other than
liabilities for the aggregate principal amount of senior securities
representing indebtedness, and (B) the Overconcentration Amount; and (ii) the
aggregate principal amount of floating rate trust certificates corresponding to
the associated residual floating rate trust certificates owned by the Trust
(less the aggregate principal amount of any such floating rate trust
certificates owned by the Trust and corresponding to the associated residual
floating rate trust certificates owned by the Trust).

                                       7

<PAGE>

   "EFFECTIVE LEVERAGE RATIO CURE PERIOD" shall have the meaning specified in
Section 6(b) of this Certificate of Designation.

   "ELECTRONIC MEANS" means email transmission, facsimile transmission or other
similar electronic means of communication providing evidence of transmission
(but excluding online communications systems covered by a separate agreement)
acceptable to the sending party and the receiving party, in any case if
operative as between any two parties, or, if not operative, by telephone
(promptly confirmed by any other method set forth in this definition), which,
in the case of notices to the Redemption and Paying Agent, shall be sent by
such means as set forth in the Redemption and Paying Agent Agreement.

   "ELIGIBLE ASSETS" means the instruments listed on Appendix A hereto.

   "EXCHANGE ACT" means the U.S. Securities Exchange Act of 1934, as amended.

   "EXCLUDED REDEMPTION" means a redemption of 10% or less of the Outstanding
VMTP Shares utilizing redemption proceeds derived from the issuance of tender
option bond securities.

   "EXPOSURE PERIOD" shall have the meaning set forth in the Moody's Guidelines.

   "FAILURE TO DEPOSIT" means, with respect to a Series of VMTP Shares, a
failure by the Trust to pay to the Redemption and Paying Agent, not later than
12:00 noon, New York City time, (A) on the Business Day immediately preceding
any Dividend Payment Date for such Series of VMTP Shares, in funds available on
such Dividend Payment Date in The City of New York, New York, the full amount
of any dividend to be paid on such Dividend Payment Date on any share of such
Series or (B) on the Business Day immediately preceding any Redemption Date for
such Series of VMTP Shares in funds available on such Redemption Date in The
City of New York, New York, the Redemption Price to be paid on such Redemption
Date for any share of such Series after Notice of Redemption is provided
pursuant to Section 10(c) of this Certificate of Designation; provided,
however, that, notwithstanding anything expressed or implied herein to the
contrary, (i) the foregoing clause (B) shall not apply to the Trust's failure
to pay the Redemption Price in respect of VMTP Shares when the related Notice
of Redemption provides that redemption of such shares is subject to one or more
conditions precedent and any such condition precedent shall not have been
satisfied at the time or times and in the manner specified in such Notice of
Redemption, and (ii) a Failure to Deposit shall not be deemed to have occurred
if the Trust is unable to make the payments in clause (A) or clause (B) solely
due to the lack of legally available funds under Applicable Law.

   "FITCH" means Fitch Ratings, a part of the Fitch Group, which is a
majority-owned subsidiary of Fimalac, S.A, or any successor thereto.

   "FITCH ELIGIBLE ASSETS" means assets of the Trust set forth in the Fitch
Guidelines as eligible for inclusion in calculating the Discounted Value of the
Trust's assets in connection with Fitch's ratings of a Series of VMTP Shares at
the request of the Trust.

   "FITCH GUIDELINES" means the guidelines applicable to Fitch's then current
ratings of VMTP Shares provided by Fitch in connection with Fitch's ratings of
a Series of VMTP Shares at the request of the Trust (a copy of which is
available to Holders on request to the Trust), in effect on the date hereof and
as may be amended from time to time, provided, however that any such amendment
will not be effective for thirty (30) days from the date that Fitch provides
final notice of such amendment to the Trust or such earlier date as the Trust
may elect.

   "FITCH PROVISIONS" means Sections 7, 8(c)(B) and 9 of this Certificate of
Designation with respect to Fitch, and any other provisions hereof with respect
to Fitch's ratings of a Series of VMTP Shares at the request of the Trust,
including any provisions with respect to obtaining and maintaining a rating on
such VMTP Shares from Fitch. The Trust is required to comply with the Fitch
Provisions only if Fitch is then rating a Series of VMTP Shares at the request
of the Trust.

   "GROSS-UP PAYMENT" means payment to a Beneficial Owner of an amount which,
when taken together with the aggregate amount of Taxable Allocations made to
such Beneficial Owner to which such Gross-up Payment

                                       8

<PAGE>

relates, would cause such Beneficial Owner's dividends in dollars (after giving
effect to regular federal income tax consequences) from the aggregate of such
Taxable Allocations and the related Gross-up Payment to be equal to the dollar
amount of the dividends which would have been received by such Beneficial Owner
if the amount of such aggregate Taxable Allocations would have been excludable
from the gross income of such Beneficial Owner. Such Gross-up Payment shall be
calculated (i) without consideration being given to the time value of money;
(ii) assuming that no Beneficial Owner of VMTP Shares is subject to the federal
alternative minimum tax with respect to dividends received from the Trust;
(iii) assuming that each Taxable Allocation and each Gross-up Payment (except
to the extent such Gross-up Payment is properly designated as an
exempt-interest dividend under Section 852(b)(5) of the Code or successor
provisions) would be taxable in the hands of each Beneficial Owner of VMTP
Shares at the maximum marginal regular federal corporate income tax rate
applicable to ordinary income or net capital gains in effect at the time such
Gross-up Payment is made; and (iv) assuming that each Taxable Allocation and
each Gross-up Payment would not be subject to the tax imposed by Section 1411
of the Code or any similar Medicare or other surtax.

   "HOLDER" means a Person in whose name a VMTP Share is registered in the
registration books of the Trust maintained by the Redemption and Paying Agent.

   "INCREASED RATE EVENT" with respect to the VMTP Shares of any Series, means
the occurrence of any of the following events:

   (a) a Failure to Deposit has occurred with respect to the VMTP Shares of
such Series. This Increased Rate Event shall be considered cured on the date
such Failure to Deposit is cured in accordance with Section 2(f) of this
Certificate of Designation;

   (b) any Rating Agency then rating the VMTP Shares of such Series at the
request of the Trust has (i) withdrawn its long-term credit rating of such VMTP
Shares other than due to the Rating Agency ceasing to rate tax-exempt
closed-end management investment companies generally or (ii) been terminated
other than in accordance with Section 5(g) of this Certificate of Designation
and, in the case of clause (i) above, such withdrawal has not been cured in 60
days (provided the VMTP Shares are rated by at least one Rating Agency). This
Increased Rate Event shall be considered cured, in the case of clause
(i) above, on the date such withdrawal is no longer continuing and, in the case
of clause (ii) above, on the date the VMTP Shares of such Series are rated by
at least two Rating Agencies and the Trust is in compliance with the Rating
Agency Provisions of such Rating Agencies;

   (c) any determination is made by the Trust or the Internal Revenue Service
that the VMTP Shares of such Series are not equity in a regulated investment
company for federal income tax purposes. This Increased Rate Event will be
considered cured on the date such determination is reversed, revoked or
rescinded;

   (d) failure by the Trust to have cured on or before the applicable Minimum
Asset Coverage Cure Date any failure to maintain Minimum Asset Coverage as
required by Section 6(a). This Increased Rate Event shall be considered cured
on the date the Trust next achieves Minimum Asset Coverage, provided that, to
the extent the Trust seeks to achieve Minimum Asset Coverage through the
redemption of Preferred Shares or other senior securities, Minimum Asset
Coverage shall not be deemed achieved until the Trust has delivered Deposit
Securities or sufficient funds to the paying agent for such Preferred Shares or
other senior securities in connection with such redemption;

   (e) failure by the Trust on the last day of an applicable Effective Leverage
Ratio Cure Period to have an Effective Leverage Ratio of not greater than 45%.
This Increased Rate Event shall be considered cured on the date the Trust next
has an Effective Leverage Ratio of not greater than 45%, provided that, to the
extent the Trust seeks to attain an Effective Leverage Ratio of not greater
than 45% through the redemption of Preferred Shares or other senior securities,
the Trust shall not be deemed to have such an Effective Leverage Ratio until
the Trust has delivered Deposit Securities or sufficient funds to the paying
agent for such Preferred Shares or other senior securities in connection with
such redemption;

   (f) failure by the Trust to provide the information required by
Section 13(k)(xi) and (xii) and such failure is not cured by the 14th day
following written request. This Increased Rate Event shall be considered cured
on the date the Trust furnishes the information specified in the foregoing
sentence; and

                                       9

<PAGE>

   (g) failure by the Trust to pay when due the full amount of any Gross-Up
Payment pursuant to Section 3(b). This Increased Rate Event shall be considered
cured on the date the Trust pays the full amount of such Gross-Up Payment.

   "INITIAL RATE PERIOD" means, with respect to the VMTP Shares of any Series,
the period commencing on and including the Date of Original Issue thereof and
ending on, and including the next succeeding Wednesday or, if such day is not a
Business Day, the next succeeding Business Day.

   "INVESTMENT ADVISER" for purposes of this Certificate of Designation, means
Invesco Advisers, Inc., or any successor investment advisor to the Trust.

   "LIBOR DEALER" means Citibank, N.A. and such other dealer or dealers as the
Trust from time to time may appoint or in lieu of any thereof, their respective
affiliates and successors.

   "LIBOR RATE" means, on any Rate Determination Date, (i) the rate for
deposits in U.S. dollars for the designated Rate Period, which appears on
Reuters display page LIBOR01 ("PAGE LIBOR01") (or such other page as may
replace that page on that service, or such other service as may be selected by
the LIBOR Dealer or its successors that are LIBOR Dealers) as of 11:00 a.m.
London time, on the day that is the London Business Day preceding the Rate
Determination Date (the "LIBOR DETERMINATION DATE"), or (ii) if such rate does
not appear on Page LIBOR01 or such other page as may replace such Page LIBOR01,
(A) the LIBOR Dealer shall determine the arithmetic mean of the offered
quotations of the Reference Banks to leading banks in the London interbank
market for deposits in U.S. dollars for the designated Rate Period in an amount
determined by such LIBOR Dealer by reference to requests for quotations as of
approximately 11:00 a.m. (London time) on such date made by such LIBOR Dealer
to the Reference Banks, (B) if at least two of the Reference Banks provide such
quotations, the LIBOR Rate shall equal such arithmetic mean of such quotations,
(C) if only one or none of the Reference Banks provide such quotations, the
LIBOR Rate shall be deemed to be the arithmetic mean of the offered quotations
that leading banks in The City of New York selected by the LIBOR Dealer (after
obtaining the Trust's approval) are quoting on the relevant LIBOR Determination
Date for deposits in U.S. dollars for the designated Rate Period in an amount
determined by the LIBOR Dealer (after obtaining the Trust's approval) that is
representative of a single transaction in such market at such time by reference
to the principal London offices of leading banks in the London interbank
market; provided, however, that if one of the LIBOR Dealers does not quote a
rate required to determine the LIBOR Rate, the LIBOR Rate will be determined on
the basis of the quotation or quotations furnished by any Substitute LIBOR
Dealer or Substitute LIBOR Dealers selected by the Trust to provide such rate
or rates not being supplied by the LIBOR Dealer; provided further, that if the
LIBOR Dealer and Substitute LIBOR Dealers are required but unable to determine
a rate in accordance with at least one of the procedures provided above, the
LIBOR Rate shall be the LIBOR Rate as determined on the previous Rate
Determination Date.

   "LIQUIDATION PREFERENCE," means $100,000 per share.

   "LIQUIDITY ACCOUNT" shall have the meaning specified in Section 10(b)(ii)(A)
of this Certificate of Designation.

   "LIQUIDITY ACCOUNT INITIAL DATE" means the date which is six-months prior to
the Term Redemption Date.

   "LIQUIDITY ACCOUNT INVESTMENTS" means (i) Deposit Securities or (ii) any
other security or investment owned by the Trust that is rated not less than A-1
by Fitch, A3 by Moody's or the equivalent rating (or any such rating's future
equivalent) by each NRSRO then rating such security or investment (or, if rated
by only one NRSRO, by such NRSRO) or, if no NRSRO is then rating such security,
deemed to be of an equivalent rating by the Investment Adviser on the Trust's
books and records.

   "LIQUIDITY REQUIREMENT" shall have the meaning specified in
Section 10(b)(ii)(B) of this Certificate of Designation.

   "LONDON BUSINESS DAY" means any day on which commercial banks are generally
open for business in London.

                                      10

<PAGE>

   "MAJORITY" means the Holders or Beneficial Owners, as applicable, of more
than 50% of the aggregate Outstanding amount of the VMTP Shares.

   "MANAGED ASSETS" means the Trust's total assets (including any assets
attributable to money borrowed for investment purposes) minus the sum of the
Trust's accrued liabilities (other than money borrowed for investment
purposes). For the avoidance of doubt, assets attributable to money borrowed
for investment purposes includes the portion of the Trust's assets in a tender
option bond trust of which the Trust owns the residual interest (without regard
to the value of the residual interest to avoid double counting).

   "MARKET VALUE" of any asset of the Trust means the indication of value
thereof determined by an independent third-party pricing service designated
pursuant to the Trust's valuation policies and procedures approved from time to
time by the Board of Trustees for use in connection with the determination of
the Trust's net asset value. The pricing service values portfolio securities at
the mean between the quoted bid and asked price or the yield equivalent when
quotations are readily available. Securities for which quotations are not
readily available are valued at fair value as determined by the pricing service
using methods which include consideration of: yields or prices of municipal
bonds of comparable quality, type of issue, coupon, maturity and rating;
indications as to value from dealers; and general market conditions. The
pricing service may employ electronic data processing techniques or a matrix
system, or both, to determine valuations.

   "MAXIMUM RATE" means 15% per annum, increased by any applicable Gross-up
Payment due and payable in accordance with Section 3 of this Certificate of
Designation.

   "MINIMUM ASSET COVERAGE" means asset coverage, as defined in Section 18(h)
of the 1940 Act as in effect on the Date of Original Issue (excluding from
(1) the denominator of such asset coverage test (i) any senior securities (as
defined in the 1940 Act) for which the Trust has issued a notice of redemption
and either has delivered Deposit Securities or sufficient funds (in accordance
with the terms of such senior securities) to the paying agent for such senior
securities or otherwise has adequate Deposit Securities on hand and segregated
on the books and records of the Custodian for the purpose of such redemption
and (ii) the Trust's outstanding Preferred Shares to be redeemed with the gross
proceeds from the sale of VMTP Shares or other replacement securities, for
which the Trust either has delivered Deposit Securities or sufficient funds (in
accordance with the terms of such Preferred Shares) to the paying agent for
such Preferred Shares or otherwise has adequate Deposit Securities on hand and
segregated on the books and records of the Custodian for the purpose of such
redemption and (2) from the numerator of such asset coverage test, any Deposit
Securities referred to in the previous clause (1)(i) and (ii)) of at least 225%
with respect to all outstanding senior securities of the Trust which are stock
for purposes of Section 18 of the 1940 Act, including all Outstanding VMTP
Shares (or, if higher, such other asset coverage as may be specified in or
under the 1940 Act as in effect from time to time as the minimum asset coverage
for senior securities which are stock of a closed-end investment company as a
condition of declaring dividends on its common shares or stock).

   "MINIMUM ASSET COVERAGE CURE DATE," with respect to the failure by the Trust
to maintain the Minimum Asset Coverage (as required by Section 6 of this
Certificate of Designation), means the tenth Business Day following such
failure.

   "MOODY'S" means Moody's Investors Service, Inc., a Delaware corporation, or
any successor thereto.

   "MOODY'S DISCOUNT FACTOR" means the discount factors set forth in the
Moody's Guidelines for use in calculating the Discounted Value of the Trust's
assets in connection with Moody's ratings of a Series of VMTP Shares at the
request of the Trust.

   "MOODY'S ELIGIBLE ASSETS" means assets of the Trust set forth in the Moody's
Guidelines as eligible for inclusion in calculating the Discounted Value of the
Trust's assets in connection with Moody's ratings of a Series of VMTP Shares at
the request of the Trust.

   "MOODY'S GUIDELINES" means the guidelines applicable to Moody's then current
ratings of VMTP Shares provided by Moody's in connection with Moody's ratings
of a Series of VMTP Shares at the request of the Trust (a copy of which is
available to Holders on request to the Trust), in effect on the date hereof and
as may be amended

                                      11

<PAGE>

from time to time, provided, however that any such amendment will not be
effective for thirty (30) days from the date that Moody's provides final notice
of such amendment to the Trust or such earlier date as the Trust may elect.

   "MOODY'S PROVISIONS" means Sections 7, 8(c)(B) and 9 of this Certificate of
Designation with respect to Moody's, and any other provisions hereof with
respect to Moody's ratings of a Series of VMTP Shares at the request of the
Trust, including any provisions with respect to obtaining and maintaining a
rating on such VMTP Shares from Moody's. The Trust is required to comply with
the Moody's Provisions only if Moody's is then rating a Series of VMTP Shares
at the request of the Trust.

   "MUNICIPAL SECURITIES" mean municipal bonds or municipal securities
(including, without limitation, municipal notes and municipal commercial
paper), including short-term floating rate trust certificates and residual
trust certificates issued by a tender option bond trust that holds municipal
bonds or municipal securities.

   "NET TAX-EXEMPT INCOME" means the excess of the amount of interest
excludable from gross income under Section 103(a) of the Code over the amounts
disallowed as deductions under Sections 265 and 171(a)(2) of the Code.

   "NOTICE OF REDEMPTION" means any notice with respect to the redemption of
VMTP Shares pursuant to Section 10(c) of this Certificate of Designation.

   "NRSRO" means a "nationally recognized statistical rating organization"
within the meaning of Section 3(a)(62) of the Exchange Act that is not an
"affiliated person" (as defined in Section 2(a)(3) of the 1940 Act) of the
Trust, including, at the date hereof, Moody's and Fitch.

   "OTHER RATING AGENCY" means each NRSRO, if any, other than Fitch or Moody's
then providing a rating for a Series of VMTP Shares at the request of the Trust.

   "OTHER RATING AGENCY ELIGIBLE ASSETS" means assets of the Trust set forth in
the Other Rating Agency Guidelines as eligible for inclusion in calculating the
Discounted Value of the Trust's assets in connection with an Other Rating
Agency's ratings of a Series of VMTP Shares at the request of the Trust.

   "OTHER RATING AGENCY GUIDELINES" means the guidelines applicable to each
Other Rating Agency's ratings of a VMTP Shares provided by such Other Rating
Agency in connection with such Other Rating Agency's ratings of a Series of
VMTP Shares at the request of the Trust (a copy of which is available on
request to the Trust), as may be amended from time to time, provided, however
that any such amendment will not be effective except as agreed between such
Other Rating Agency and the Trust or such earlier date as the Trust may elect.

   "OTHER RATING AGENCY PROVISIONS" means Sections 7, 8(c)(B) and 9 of this
Certificate of Designation with respect to any Other Rating Agency then rating
a Series of VMTP Shares at the request of the Trust, and any other provisions
hereof with respect to such Other Rating Agency's ratings of VMTP Shares,
including any provisions with respect to obtaining and maintaining a rating on
such VMTP Shares from such Other Rating Agency. The Trust is required to comply
with the Other Rating Agency Provisions of an Other Rating Agency only if such
Other Rating Agency is then rating a Series of VMTP Shares at the request of
the Trust.

   "OUTSTANDING" means, as of any date with respect to the VMTP Shares of any
Series, the number of VMTP Shares of such Series theretofore issued by the
Trust except, without duplication, (i) any VMTP Shares of such Series
theretofore cancelled or redeemed or delivered to the Redemption and Paying
Agent for cancellation or redemption by the Trust, (ii) any VMTP Shares of such
Series with respect to which the Trust has given a Notice of Redemption and
irrevocably deposited with the Redemption and Paying Agent Deposit Securities
with a Market Value sufficient to redeem such VMTP Shares pursuant to
Section 10 of this Certificate of Designation, (iii) any VMTP Shares of such
Series as to which the Trust shall be a Holder or Beneficial Owner, and
(iv) any VMTP Shares of such Series represented by any certificate in lieu of
which a new certificate has been executed and delivered by the Trust.

                                      12

<PAGE>

   "OVERCONCENTRATION AMOUNT" means as of any date of calculation of the
Effective Leverage Ratio, an amount equal to the sum of: (i) the Market Value
of the Trust's assets that are rated below A-/A3 in excess of 50% of the Market
Value of the Trust's Managed Assets; (ii) the Market Value of the Trust's
assets that are rated below investment grade in excess of 20% of the Market
Value of the Trust's Managed Assets; (iii) the Market Value of the Trust's
assets that are from a single issuer in excess of 12% of the Market Value of
the Trust's Managed Assets; (iv) the Market Value of the Trust's assets that
constitute tobacco obligations in excess of 10% of the Market Value of the
Trust's Managed Assets; and (v) the Market Value of all Deferred Compensation
Hedge Assets, if any.

   "PERMITTED ISSUER" shall have the meaning set forth in Appendix A of this
Certificate of Designation.

   "PERSON" means and includes an individual, a partnership, a corporation, a
trust, an unincorporated association, a joint venture or other entity or a
government or any agency or political subdivision thereof.

   "PREFERRED SHARES" has the meaning set forth in the Declaration Trust, and
includes the VMTP Shares.

   "PURCHASE AGREEMENT" means the VMTP Shares Purchase Agreement, dated as of
the Closing Date, between the Trust and the Purchaser, as amended, modified or
supplemented from time to time.

   "PURCHASER" means the purchaser on the Date of Original Issue as set forth
in the Purchase Agreement.

   "QIB" means a "qualified institutional buyer" as defined in Rule 144A under
the Securities Act.

   "RATE DETERMINATION DATE" means, with respect to any Series of VMTP Shares,
(i) with respect to the Initial Rate Period for any Series of VMTP Shares, the
Business Day immediately preceding the Date of Original Issue of such Series
and (ii) with respect to any Subsequent Rate Period for any Series of VMTP
Shares, the last day of the immediately preceding Rate Period for such Series;
provided, however, that the next succeeding Rate Determination Date will be
determined without regard to any prior extension of a Rate Determination Date
to a Business Day.

   "RATE PERIOD" means with respect to VMTP Shares, the Initial Rate Period and
any Subsequent Rate Period.

   "RATING AGENCY" means each of Fitch (if Fitch is then rating VMTP Shares at
the request of the Trust), Moody's (if Moody's is then rating VMTP Shares at
the request of the Trust) and any Other Rating Agency (if such Other Rating
Agency is then rating VMTP Shares at the request of the Trust).

   "RATING AGENCY CERTIFICATE" has the meaning specified in Section 7(b) of
this Certificate of Designation.

   "RATING AGENCY GUIDELINES" means Moody's Guidelines (if Moody's is then
rating VMTP Shares at the request of the Trust), Fitch Guidelines (if Fitch is
then rating VMTP Shares at the request of the Trust) and any Other Rating
Agency Guidelines (if such Other Rating Agency is then rating VMTP Shares at
the request of the Trust).

   "RATING AGENCY PROVISIONS" means the Moody's Provisions (if Moody's is then
rating VMTP Shares at the request of the Trust), the Fitch Provisions (if Fitch
is then rating VMTP Shares at the request of the Trust) and any Other Rating
Agency Provisions (if such Other Rating Agency is then rating VMTP Shares at
the request of the Trust). The Trust is required to comply with the Rating
Agency Provisions of a Rating Agency only if such Rating Agency is then rating
VMTP Shares at the request of the Trust.

   "RATINGS SPREAD" means, with respect to any Rate Period for any Series of
VMTP Shares, the percentage per annum set forth opposite the lowest applicable
credit rating assigned to such Series by any Rating Agency in the table set
forth directly below on the Rate Determination Date for such Rate Period;
provided, however, that, if such Series of VMTP Shares is not assigned a credit
rating by any Rating Agency on the Rate Determination Date for any Rate Period
for such Series of VMTP Shares as a result of each Rating Agency ceasing to
rate tax-exempt closed-end investment companies generally, "Ratings Spread"
means, with respect to such Rate Period, the percentage per

                                      13

<PAGE>

annum in such table directly below the percentage per annum set forth opposite
the lowest applicable credit rating most recently assigned to such Series by
any Rating Agency in such table prior to such Rate Determination Date.

<TABLE>
<CAPTION>
                              Long-Term Ratings*
                  --------------------------------------------
                   Moody's      Fitch    Applicable Percentage
                  ----------- ---------- ---------------------
                  <S>         <C>        <C>
                  Aaa to Aa3  AAA to AA-         1.05%
                      A1          A+             1.30%
                      A2          A              1.50%
                      A3          A-             1.70%
                     Baa1        BBB+            2.60%
                     Baa2        BBB             2.75%
                     Baa3        BBB-            2.90%
                  Below Baa3  Below BBB-         4.00%
</TABLE>

*  And/or the equivalent long-term rating of an Other Rating Agency then rating
   such Series of VMTP Shares, in all cases utilizing the lowest of the ratings
   of the Rating Agencies then rating such Series of VMTP Shares.

   "REDEMPTION AND PAYING AGENT" means Deutsche Bank Trust Company Americas or
any successor Person, which has entered into an agreement with the Trust to act
in such capacity as the Trust's transfer agent, registrar, dividend disbursing
agent, paying agent, redemption price disbursing agent and calculation agent in
connection with the payment of regularly scheduled dividends with respect to
each Series of VMTP Shares.

   "REDEMPTION AND PAYING AGENT AGREEMENT" means the redemption and paying
agent agreement, dated as of May 8, 2012, by and between the Trust and the
Redemption and Paying Agent pursuant to which Deutsche Bank Trust Company
Americas, or any successor, acts as Redemption and Paying Agent, as amended,
modified or supplemented from time to time.

   "REDEMPTION DATE" has the meaning specified in paragraph (c) of Section 10
of this Certificate of Designation.

   "REDEMPTION PREMIUM" means with respect to any VMTP Share rated above A1/A+
and its equivalent by all Rating Agencies then rating such VMTP Share at the
request of the Trust as of the relevant Redemption Date and subject to any
redemption on such Redemption Date, other than redemptions required to comply
with the Minimum Asset Coverage requirements or in connection with any
redemption to comply with the Minimum Asset Coverage requirements that results
in Minimum Asset Coverage of up to 240%, an amount equal to:

   (A) if such Redemption Date is greater than or equal to two years from the
Term Redemption Date, the product of 3% and the Liquidation Preference of the
VMTP Shares subject to redemption;

   (B) if such Redemption Date is less than two years but greater than or equal
to 18 months from the Term Redemption Date, the product of 2% and the
Liquidation Preference of the VMTP Shares subject to redemption; and

                                      14

<PAGE>

   (C) if such Redemption Date is less than 18 months but greater than or equal
to one year from the Term Redemption Date, the product of 1% and the
Liquidation Preference of the VMTP Shares subject to redemption.

   Any VMTP Share exchanged for a preferred share of an acquiring entity or
successor entity in connection with a reorganization, merger or redomestication
of the Trust in another state that had been previously approved by the Holders
of VMTP Shares or that otherwise does not require the vote or consent of the
Holders of VMTP Shares shall not be subject to the Redemption Premium solely as
a result of such exchange of shares.

   "REDEMPTION PRICE" means, with respect to any VMTP Share, the sum of (i) the
Liquidation Preference, (ii) accumulated but unpaid dividends thereon (whether
or not earned or declared) to, but not including, the date fixed for redemption
(subject to Section 10(e)) and (iii) the Redemption Premium, if any, in respect
of such VMTP Share.

   "REFERENCE BANKS" means four major banks in the London interbank market
selected by the LIBOR Dealer or its affiliates or successors or such other
party as the Trust may from time to time appoint.

   "REGISTRATION RIGHTS AGREEMENT" means the registration rights agreement
entered into between the Trust and the Purchaser dated as of the Closing Date
and as amended from time to time.

   "REGISTRATION RIGHTS FAILURE" means any failure by the Trust to (i) use its
commercially reasonable efforts to make effective a VMTP Registration Statement
with the Securities and Exchange Commission in violation of the Trust's
obligations under the Registration Rights Agreement, or (ii) comply in any
material respect with any other material provision of the Registration Rights
Agreement necessary to effect the VMTP Registration Statement which has not
been cured within 30 Business Days of the date of such violation.

   "REGISTRATION RIGHTS FAILURE EVENT" shall have the meaning specified in
Section 2(e)(i) of this Certificate of Designation.

   "REGISTRATION RIGHTS FAILURE RATE" means 0.25% per annum, which rate shall
be subject to a cumulative increase of an additional 0.25% per annum for each
additional Week in respect of which any Registration Rights Failure has
occurred and is continuing up to a maximum of 2.00%.

   "RELATED DOCUMENTS" means this Certificate of Designation, the Declaration
of Trust, the Purchase Agreement, the Registration Rights Agreement and the
VMTP Shares.

   "RULE 2A-7" means Rule 2a-7 under the 1940 Act.

   "S&P" shall mean Standard & Poor's Ratings Services, a Standard & Poor's
Financial Services LLC business, and any successor or successors thereto

   "SEC" means the Securities and Exchange Commission.

   "SECURITIES ACT" means the U.S. Securities Act of 1933, as amended.

   "SECURITIES DEPOSITORY" means The Depository Trust Company, New York, New
York, and any substitute for or successor to such securities depository that
shall maintain a book-entry system with respect to the VMTP Shares.

   "SERIES" shall have the meaning as set forth in the Recitals of this
Certificate of Designation.

   "SERIES OF VMTP SHARES" shall have the meaning as set forth in the Recitals
of this Certificate of Designation.

   "SIFMA" shall have the meaning as set forth in the Recitals of this
Certificate of Designation.

                                      15

<PAGE>

   "SIFMA MUNICIPAL SWAP INDEX" means the Securities Industry and Financial
Markets Association Municipal Swap Index, or such other weekly, high-grade
index comprised of seven-day, tax-exempt variable rate demand notes produced by
Municipal Market Data, Inc. or its successor, or as otherwise designated by the
Securities Industry and Financial Markets Association as of 3:00 p.m., New York
City time, on the applicable Rate Determination Date; provided, however, that
if such index is no longer produced by Municipal Market Data, Inc. or its
successor, then SIFMA Municipal Swap Index shall mean (i) the S&P Weekly High
Grade Municipal Index produced by Standard & Poor's Financial Services LLC or
its successors on the applicable Rate Determination Date or (ii) if the S&P
Weekly High Grade Municipal Index is no longer produced, one-week LIBOR on the
applicable Rate Determination Date.

   "SUBSEQUENT RATE PERIOD," with respect to VMTP Shares, means the period
from, and including, the first day following a Rate Period of such VMTP Shares
to, and including, the next succeeding Wednesday, or, if such day is not a
Business Day, the next succeeding Business Day.

   "SUBSTITUTE LIBOR DEALER" means any LIBOR Dealer selected by the Trust;
provided that none of such entities shall be an existing LIBOR Dealer.

   "TAXABLE ALLOCATION" means any payment or portion of a payment of a dividend
that is not designated by the Trust as an exempt-interest dividend (as defined
in Section 852(b)(5) of the Code).

   "TERM REDEMPTION AMOUNT" shall have the meaning specified in
Section 10(b)(ii)(A) of this Certificate of Designation.

   "TERM REDEMPTION DATE" means June 1, 2015 or such later date to which the
Term Redemption Date may be extended in accordance with Section 10(b)(i)(A) of
this Certificate of Designation.

   "TOTAL HOLDERS" means, with respect to any Series of VMTP Shares, the
Holders of 100% of the aggregate Outstanding amount of the VMTP Shares of such
Series.

   "TRUST" shall have the meaning as set forth in the Recitals of this
Certificate of Designation.

   "U.S. GOVERNMENT SECURITIES" means direct obligations of the United States
or of its agencies or instrumentalities that are entitled to the full faith and
credit of the United States and that, except in the case of United States
Treasury Bills, provide for the periodic payment of interest and the full
payment of principal at maturity or call for redemption.

   "VALUATION DATE" means (i) each Friday occurring after the Date of Original
Issue that is a Business Day, or for any such Friday that is not a Business
Day, the immediately preceding Business Day, and (ii) the Date of Original
Issue.

   "VMTP REGISTRATION STATEMENT" means a registration statement prepared on
Form N-2 under the Securities Act, including the related final prospectus or
prospectuses, related to the VMTP Shares.

   "VMTP SHARES" shall have the meaning as set forth in the Recitals of this
Certificate of Designation.

   "VOTING PERIOD" shall have the meaning specified in Section 4(b)(i) of this
Certificate of Designation.

   "WEEK" means a period of seven consecutive calendar days.

   The headings preceding the text of Sections included in this Certificate of
Designation are for convenience only and shall not be deemed part of this
Certificate of Designation or be given any effect in interpreting this
Certificate of Designation. The use of the masculine, feminine or neuter gender
or the singular or plural form of words herein shall not limit any provision of
this Certificate of Designation. The use of the terms "including" or "include"
shall in all cases herein mean "including, without limitation" or "include,
without limitation," respectively. Reference to any Person includes such
Person's successors and assigns to the extent such successors and assigns are
permitted by the terms of any applicable agreement, and reference to a Person
in a particular capacity excludes such

                                      16

<PAGE>

Person in any other capacity or individually. Reference to any agreement
(including this Certificate of Designation), document or instrument means such
agreement, document or instrument as amended or modified and in effect from
time to time in accordance with the terms thereof and, if applicable, the terms
hereof. Except as otherwise expressly set forth herein, reference to any law
means such law as amended, modified, codified, replaced or re-enacted, in whole
or in part, including rules, regulations and enforcement procedures.

                                      17

<PAGE>

                                     TERMS

1. NUMBER OF AUTHORIZED SHARES.

   (a) Authorized Shares. The initial number of authorized VMTP Shares is 1,160.

   (b) Capitalization. So long as any VMTP Shares are Outstanding, the Trust
shall not issue (i) any class or series of shares ranking prior to or on a
parity with the VMTP Shares with respect to the payment of dividends or the
distribution of assets upon dissolution, liquidation or winding up of the
affairs of the Trust or (ii) any other "senior security" (as defined in the
1940 Act as of the Date of Original Issue) of the Trust other than the Trust's
use of tender option bonds, futures, forwards, swaps and other derivative
transactions, except as may be issued in connection with any issuance of
preferred shares or other senior securities some or all of the proceeds from
which issuance are used to redeem all of the Outstanding VMTP Shares (provided
that the Trust delivers the proceeds from such issuance necessary to redeem all
of the Outstanding VMTP Shares to the Redemption and Paying Agent for
investment in Deposit Securities for the purpose of redeeming such VMTP Shares
and issues a Notice of Redemption and redeems such VMTP Shares as soon as
practicable in accordance with the terms of this Certificate of Designation).

   (c) Capital and Surplus. For so long as any VMTP Shares are outstanding,
(i) for any of the Trust's shares of beneficial interest having a par value,
the portion of any consideration received by the Trust for such shares equal to
the aggregate par value of such shares shall be deemed to be capital of the
Trust, and (ii) for any of the Trust's shares of beneficial interest having no
par value, the portion of any consideration received by the Trust for such
shares that shall be deemed to be capital of the Trust shall equal $0.01 per
share multiplied by the number of such shares issued by the Trust, unless in
either or each case the Board of Trustees by resolution determines that a
greater portion of such consideration shall be capital of the Trust. The
capital of the Trust may be increased from time to time by resolution of the
Board of Trustees directing that a portion of the net assets of the Trust in
excess of the amount so determined to be capital be transferred to the capital
account. The excess, if any, at any given time, of the net assets of the Trust
over the amount determined to be capital shall be surplus. Solely for purposes
of determining the capital and surplus of the Trust in accordance with this
Section 1(c), the Trust's net assets means the amount by which total assets of
the Trust exceed its total liabilities. Capital and surplus are not liabilities
for this purpose.

   (d) Reduction of Capital. The Trust may reduce its capital by a resolution
of the Board of Trustees in any of the following ways:

     (i)  by reducing or eliminating the capital represented by shares of
          beneficial interest which have been retired;

     (ii) by applying to an otherwise authorized purchase or redemption of
          outstanding shares of beneficial interest some or all of the capital
          represented by the shares being purchased or redeemed, or any capital
          that has not been allocated to any particular class of beneficial
          interest;

    (iii) by applying to an otherwise authorized conversion or exchange of its
          outstanding shares of beneficial interest some or all of the capital
          represented by the shares being converted or exchanged, or some or
          all of any capital that has not been allocated to any particular
          class or series of its shares of beneficial interest, or both, to the
          extent that such capital in the aggregate exceeds the total aggregate
          par value or the stated capital of any previously unissued shares
          issuable upon such conversion or exchange; or

                                      18

<PAGE>

    (iv)  by transferring to surplus (A) some or all of the capital not
          represented by any particular class or series of its beneficial
          interests, (B) some or all of the capital represented by its issued
          shares of beneficial interests having a par value, which capital is
          in excess of the aggregate par value of such shares, or (C) some of
          the capital represented by issued shares of its beneficial interests
          without par value.

Notwithstanding the other provisions of Section (d), no reduction of capital
shall be made or effected unless the assets of the Trust remaining after such
reduction shall be sufficient to pay any debts of the Trust for which payment
has not been otherwise provided.

2. DIVIDENDS.

   (a) Ranking. The shares of any Series of VMTP Shares shall rank on a parity
with each other, with shares of any other Series of VMTP Shares and with shares
of any other Series of Preferred Shares as to the payment of dividends by the
Trust.

   (b) Cumulative Cash Dividends. The Holders of VMTP Shares of any Series
shall be entitled to receive, when, as and if declared by the Board of
Trustees, out of funds legally available therefor under Applicable Law and
otherwise in accordance with the Declaration of Trust and Applicable Law,
cumulative cash dividends at the Applicable Rate for such VMTP Shares,
determined as set forth in Section 2(e), and no more (except to the extent set
forth in Section 3 of this Certificate of Designation), payable on the Dividend
Payment Dates with respect to such VMTP Shares. Holders of VMTP Shares shall
not be entitled to any dividend, whether payable in cash, property or shares,
in excess of full cumulative dividends, as herein provided, on VMTP Shares. No
interest, or sum of money in lieu of interest, shall be payable in respect of
any dividend payment or payments on VMTP Shares which may be in arrears, and no
additional sum of money shall be payable in respect of such arrearage, provided
that nothing in this Section 2(b) shall be deemed to affect the obligation of
the Trust to accumulate and pay dividends at the rate applicable on Increased
Rate Days as contemplated by Section 2(e) hereof.

   (c) Dividends Cumulative from Date of Original Issue. Dividends on VMTP
Shares of any Series shall be declared daily and accumulate at the Applicable
Rate until paid for such VMTP Shares from the Date of Original Issue thereof.

   (d) Dividend Payment Dates. The Dividend Payment Date with respect to VMTP
Shares shall be the first Business Day of each calendar month.

   (e) Applicable Rates and Calculation of Dividends.

  (i)  Applicable Rates. The dividend rate on VMTP Shares of any Series during
       the period from and after the Date of Original Issue of such VMTP Shares
       to and including the last day of the Initial Rate Period for such VMTP
       Shares shall be calculated by the Redemption and Paying Agent and shall
       equal the rate per annum set forth with respect to the shares of such
       Series under "Designation" above. For each Subsequent Rate Period for
       VMTP Shares thereafter, the dividend rate on such VMTP Shares shall be
       calculated by the Redemption and Paying Agent and shall be equal to the
       rate per annum that results from the Applicable Rate Determination for
       such VMTP Shares on the Rate Determination Date immediately preceding
       such Subsequent Rate Period which shall be the sum of the (1) Applicable
       Base Rate and (2) Ratings Spread (the "Applicable Rate"); provided,
       however, that (A) upon the occurrence of an Increased Rate Event, for
       each day from (and including) the day the Increased Rate Event first
       occurs to (and excluding) the day the Increased Rate Event is cured (the
       "Increased Rate Days"), the Applicable Rate shall be a rate equal to the
       sum of (1) the Applicable Base Rate, (2) the Ratings Spread and
       (3) 2.00%, and (B) in the event of a Registration Rights Failure that is
       not cured within three (3) Business Days after written notification to
       the Trust by a Holder of such failure (the "Registration Rights Failure
       Event"), for each day from (and including) the day the Registration
       Rights Failure Event first occurs to (and excluding) the day the
       Registration Rights Failure is cured, which days are not Increased Rate
       Days, the Applicable Rate shall be a rate equal to the sum of (1) the
       Applicable

                                      19

<PAGE>

       Base Rate, (2) the Ratings Spread and (3) the Registration Rights
       Failure Rate. The Applicable Rate for any Rate Period (or portion
       thereof) shall in no event exceed the Maximum Rate.

  (ii) Calculation of Dividends. The amount of dividends per share payable on
       VMTP Shares of a Series on any Dividend Payment Date shall be calculated
       by the Redemption and Paying Agent and shall equal the sum of the
       dividends accumulated but not yet paid for each Rate Period (or part
       thereof) in the related Dividend Period or Dividend Periods. The amount
       of dividends accumulated for each such Rate Period (or part thereof)
       shall be computed by multiplying the Applicable Rate in effect for VMTP
       Shares of such Series for such Rate Period (or part thereof) by a
       fraction, the numerator of which shall be the number of days in such
       Rate Period (or part thereof) and the denominator of which shall be the
       actual number of days in the year (365 or 366), and multiplying such
       product by $100,000.

   (f) Curing a Failure to Deposit. A Failure to Deposit in respect of a Series
of VMTP Shares shall end on the Business Day on which, by 12:00 noon, New York
City time, an amount of funds available on such day shall have been deposited
irrevocably in trust with the Redemption and Paying Agent equal to all unpaid
dividends on such Series and any unpaid Redemption Price for shares, if any, of
such Series for which Notice of Redemption has been provided by the Trust
pursuant to Section 10(c) of this Certificate of Designation.

   (g) Dividend Payments by the Trust to Redemption and Paying Agent. In
connection with each Dividend Payment Date for VMTP Shares, the Trust shall pay
to the Redemption and Paying Agent, not later than 12:00 noon, New York City
time, on the Business Day immediately preceding the Dividend Payment Date, an
aggregate amount of Deposit Securities equal to the dividends to be paid to all
Holders of VMTP Shares on such Dividend Payment Date as determined in
accordance with Section 2(e)(ii) of this Certificate of Designation or as
otherwise provided for. If an aggregate amount of funds equal to the dividends
to be paid to all Holders of VMTP Shares on such Dividend Payment Date are not
available in New York, New York, by 12:00 noon, New York City time, on the
Business Day immediately preceding such Dividend Payment Date, the Redemption
and Paying Agent will notify the Holders by Electronic Means of such fact prior
to the close of business on such day.

   (h) Redemption and Paying Agent to Hold Dividend Payments by Trust in Trust.
All Deposit Securities paid to the Redemption and Paying Agent for the payment
of dividends shall be held in trust for the payment of such dividends by the
Redemption and Paying Agent for the benefit of the Holders specified in
Section 2(i). The Redemption and Paying Agent shall notify the Trust by
Electronic Means of the amount of any funds deposited with the Redemption and
Paying Agent by the Trust for any reason under the Redemption and Paying Agent
Agreement, including for the payment of dividends or the redemption of VMTP
Shares, that remain with the Redemption and Paying Agent after ninety (90) days
from the date of such deposit and such amount shall, to the extent permitted by
law, be repaid to the Trust by the Redemption and Paying Agent upon request by
Electronic Means of the Trust. The Trust's obligation to pay dividends to
Holders in accordance with the provisions of this Certificate of Designation
shall be satisfied upon payment by the Redemption and Paying Agent of such
Dividends to the Securities Depository on the relevant Dividend Payment Date.

   (i) Dividends Paid to Holders. Each dividend on VMTP Shares shall be
declared daily to the Holders thereof at the close of business on each such day
and paid on each Dividend Payment Date to the Holders thereof at the close of
business on the day immediately preceding such Dividend Payment Date. In
connection with any transfer of VMTP Shares, the transferor as Beneficial Owner
of VMTP Shares shall be deemed to have agreed pursuant to the terms of the VMTP
Shares to transfer to the transferee the right to receive from the Trust any
dividends declared and unpaid for each day prior to the transferee becoming the
Beneficial Owner of the VMTP Shares in exchange for payment of the purchase
price for such VMTP Shares by the transferee. In connection with any transfer
of VMTP Shares, the transferee as Beneficial Owner of VMTP Shares shall be
deemed to have agreed pursuant to the terms of the VMTP Shares to transfer to
the transferor (or prior Beneficial Owner) the right to receive from the Trust
any dividends in the nature of Gross-up Payments that relate to dividends paid
during the transferor's (or prior Beneficial Owner's) holding period.

   (j) Dividends Credited Against Earliest Accumulated But Unpaid Dividends.
Any dividend payment made on VMTP Shares that is insufficient to cover the
entire amount of dividends payable shall first be credited against the earliest
accumulated but unpaid dividends due with respect to such VMTP Shares.
Dividends in

                                      20

<PAGE>

arrears for any past Dividend Period may be declared and paid on any date,
without reference to any regular Dividend Payment Date, to the Holders on the
record books of the Trust as of a record date to be fixed by the Board of
Trustees, such record date not to exceed 15 days preceding the payment date of
such dividends.

   (k) Dividends Designated as Exempt-Interest Dividends. Dividends on VMTP
Shares shall be designated as exempt-interest dividends up to the amount of the
Net Tax-Exempt Income of the Trust, to the extent permitted by, and for
purposes of, Section 852 of the Code.

3. GROSS-UP PAYMENTS AND NOTICE OF ALLOCATIONS. Holders of VMTP Shares shall be
entitled to receive, when, as and if declared by the Board of Trustees, out of
funds legally available therefor under Applicable Law and otherwise in
accordance with Applicable Law, dividends in an amount equal to the aggregate
Gross-up Payments as follows:

   (a) Whenever the Trust intends or expects to include any net capital gains
or ordinary income taxable for regular federal income tax purposes in any
dividend on VMTP Shares, the Trust shall notify the Redemption and Paying Agent
of the amount to be so included (i) not later than 8 calendar days preceding
the first Rate Determination Date on which the Applicable Rate for such
dividend is to be established, and (ii) for any successive Rate Determination
Date on which the Applicable Rate for such dividend is to be established, not
later than the close of business on the immediately preceding Rate
Determination Date. Whenever such advance notice is received from the Trust,
the Redemption and Paying Agent will notify each Holder and each Beneficial
Owner or its Agent Member identified to the Redemption and Paying Agent. With
respect to a Rate Period for which such advance notice was given and whose
dividends are comprised partly of such ordinary income or capital gains and
partly of exempt-interest income, the different types of income will be paid in
the same relative proportions for each day during the Rate Period.

   (b)  (i) If the Trust allocates, under Subchapter M of Chapter 1 of the
Code, any net capital gains or ordinary income taxable for regular federal
income tax purposes to a dividend paid on VMTP Shares the Trust shall to the
extent practical simultaneously increase such dividend payment by an additional
amount equal to the Gross-up Payment and direct the Redemption and Paying Agent
to send notice with such dividend describing the Gross-up Payment and (ii) if
the Trust allocates, under Subchapter M of Chapter 1 of the Code, any net
capital gains or ordinary income taxable for regular federal income tax
purposes to a dividend paid on VMTP Shares without simultaneously increasing
such dividend as describe in clause (i) above the Trust shall, prior to the end
of the calendar year in which such dividend was paid, direct the Redemption and
Paying Agent to send notice with a Gross-up Payment to the Holder that was
entitled to such dividend payment during such calendar year at such Holder's
address as the same appears or last appeared on the record books of the Trust.

   (c) The Trust shall not be required to make Gross-up Payments with respect
to any net capital gains or ordinary income determined by the Internal Revenue
Service to be allocable in a manner different from the manner used by the Trust.

4. VOTING RIGHTS.

   (a) One Vote Per VMTP Share. Except as otherwise provided in the Declaration
of Trust or as otherwise required by law, (i) each Holder of VMTP Shares shall
be entitled to one vote for each VMTP Share held by such Holder on each matter
submitted to a vote of shareholders of the Trust, and (ii) the holders of
outstanding Preferred Shares, including each VMTP Share, and of Common Shares
shall vote together as a single class; provided, however, that the holders of
outstanding Preferred Shares, including VMTP Shares, voting together as a
class, to the exclusion of the holders of all other securities and classes of
shares of beneficial interest of the Trust, shall be entitled to elect two
trustees of the Trust at all times, each Preferred Share, including each VMTP
Share, entitling the holder thereof to one vote. Subject to Section 4(b), the
holders of outstanding Common Shares and Preferred Shares, including VMTP
Shares, voting together as a single class, shall elect the balance of the
trustees.

   (b) Voting for Additional Trustees.

                                      21

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  (i)  Voting Period. During any period in which any one or more of the
       conditions described in subparagraphs (A) or (B) of this Section 4(b)(i)
       shall exist (such period being referred to herein as a "VOTING PERIOD"),
       the number of trustees constituting the Board of Trustees shall be
       automatically increased by the smallest number that, when added to the
       two trustees elected exclusively by the holders of Preferred Shares,
       including VMTP Shares, would constitute a majority of the Board of
       Trustees as so increased by such smallest number; and the holders of
       Preferred Shares, including VMTP Shares, shall be entitled, voting
       together as a single class on a one-vote-per-share basis (to the
       exclusion of the holders of all other securities and classes of shares
       of beneficial interest of the Trust), to elect such smallest number of
       additional trustees, together with the two trustees that such holders
       are in any event entitled to elect. A Voting Period shall commence:

       (A)  if at the close of business on any Dividend Payment Date
            accumulated dividends (whether or not earned or declared) on any
            outstanding Preferred Shares, including VMTP Shares, equal to at
            least two full years' dividends shall be due and unpaid and
            sufficient cash or specified securities shall not have been
            deposited with the Redemption and Paying Agent (or other redemption
            and paying agent for Preferred Shares other than VMTP Shares, if
            applicable) for the payment of such accumulated dividends; or

       (B)  if at any time holders of Preferred Shares are entitled under the
            1940 Act to elect a majority of the trustees of the Trust.

       Upon the termination of a Voting Period, the voting rights described in
       this Section 4(b)(i) shall cease, subject always, however, to the
       revesting of such voting rights in the holders of Preferred Shares upon
       the further occurrence of any of the events described in this
       Section 4(b)(i).

  (ii) Notice of Special Meeting. As soon as reasonably practicable after the
       accrual of any right of the holders of Preferred Shares to elect
       additional trustees as described in Section 4(b)(i) of this Section 4,
       the Trust may call a special meeting of such holders, such call to be
       made by notice as provided in the bylaws of the Trust, such meeting to
       be held not less than ten (10) nor more than sixty (60) days after the
       date of mailing of such notice. If a special meeting is not called by
       the Trust, it may be called by any such holder on like notice. The
       record date for determining the holders entitled to notice of and to
       vote at such special meeting shall be not less than ten (10) days nor
       more than sixty (60) prior to the date of such special meeting. At any
       such special meeting and at each meeting of holders of Preferred Shares
       held during a Voting Period at which trustees are to be elected, such
       holders, voting together as a class (to the exclusion of the holders of
       all other securities and classes of shares of beneficial interest of the
       Trust), shall be entitled to elect the number of trustees prescribed in
       Section 4(b)(i) on a one-vote-per-share basis.

 (iii) Terms of Office of Existing Trustees. The terms of office of all persons
       who are trustees of the Trust at the time of a special meeting of
       Holders and holders of other Preferred Shares to elect trustees shall
       continue, notwithstanding the election at such meeting by the Holders
       and such other holders of other Preferred Shares of the number of
       trustees that they are entitled to elect, and the persons so elected by
       the Holders and such other holders of other Preferred Shares, together
       with the two incumbent trustees elected by the Holders and such other
       holders of other Preferred Shares and the remaining incumbent trustees
       elected by the holders of the Common Shares and Preferred Shares, shall
       constitute the duly elected trustees of the Trust.

  (iv) Terms of Office of Certain Trustees to Terminate Upon Termination of
       Voting Period. Simultaneously with the termination of a Voting Period,
       the terms of office of the additional trustees elected by the Holders
       and holders of other Preferred Shares pursuant to Section 4(b)(i) shall
       terminate, the remaining trustees shall constitute the trustees of the
       Trust and the voting rights of the Holders and such other holders to
       elect additional trustees pursuant to Section 4(b)(i) shall cease,
       subject to the provisions of the last sentence of Section 4(b)(i).

                                      22

<PAGE>

   (c) 1940 Act Matters. The affirmative vote of the holders of a "majority of
the outstanding Preferred Shares," including the VMTP Shares Outstanding at the
time, voting as a separate class, shall be required to approve (A) any
conversion of the Trust from a closed-end to an open-end investment company,
(B) any plan of reorganization (as such term is used in the 1940 Act) adversely
affecting such shares and (C) any action requiring a vote of security holders
of the Trust under Section 13(a) of the 1940 Act.

       For purposes of the foregoing, "majority of the outstanding Preferred
Shares" means (i) 67% or more of such shares present at a meeting, if the
holders of more than 50% of such shares are present or represented by proxy, or
(ii) more than 50% of such shares, whichever is less. In the event a vote of
Holders of VMTP Shares is required pursuant to the provisions of Section 13(a)
of the 1940 Act, the Trust shall, not later than 10 Business Days prior to the
date on which such vote is to be taken, notify Moody's (if Moody's is then
rating the VMTP Shares at the request of the Trust), Fitch (if Fitch is then
rating the VMTP Shares at the request of the Trust) and Other Rating Agency (if
any Other Rating Agency is then rating the VMTP Shares at the request of the
Trust) that such vote is to be taken and the nature of the action with respect
to which such vote is to be taken.

   (d) Exclusive Right to Vote on Certain Matters. Notwithstanding the
foregoing, and except as otherwise required by the Declaration of Trust or
Applicable Law, (i) Holders of Outstanding VMTP Shares will be entitled as a
Series, to the exclusion of the holders of all other securities, including
other Preferred Shares, Common Shares and other classes of shares of beneficial
interest of the Trust, to vote on matters adversely affecting the VMTP Shares
that do not adversely affect any of the rights of holders of such other
securities, including other Preferred Shares, Common Shares and other classes
of shares of beneficial interest of the Trust and (ii) Holders of Outstanding
VMTP Shares will not be entitled to vote on matters adversely affecting any
other Preferred Shares, Common Shares and other classes of shares of beneficial
interest of the Trust that do not adversely affect any of the rights of Holders
of the VMTP Shares.

   (e) Rights Set Forth Herein are Sole Rights. Unless otherwise required by
law, the Holders of VMTP Shares shall not have any relative rights or
preferences or other special rights other than those specifically set forth
herein.

   (f) No Preemptive Rights or Cumulative Voting. The Holders of VMTP Shares
shall have no preemptive rights or rights to cumulative voting.

   (g) Voting for Trustees Sole Remedy for Trust's Failure to Pay Dividends. In
the event that the Trust fails to pay any dividends on the VMTP Shares, the
exclusive remedy of the Holders shall be the right to vote for trustees
pursuant to the provisions of this Section 4; provided that nothing in this
Section 4(g) shall be deemed to affect the obligation of the Trust to
accumulate and pay dividends at the Applicable Rate in the circumstances
contemplated by Section 2(e)(i) hereof.

   (h) Holders Entitled to Vote. For purposes of determining any rights of the
Holders to vote on any matter, whether such right is created by this
Certificate of Designation, by the other provisions of the Declaration of
Trust, by statute or otherwise by Applicable Law, no Holder shall be entitled
to vote any VMTP Shares and no VMTP Shares shall be deemed to be "Outstanding"
for the purpose of voting or determining the number of VMTP Shares required to
constitute a quorum if, prior to or concurrently with the time of determination
of VMTP Shares entitled to vote or VMTP Shares deemed Outstanding for quorum
purposes, as the case may be, the requisite Notice of Redemption with respect
to such VMTP Shares shall have been provided as set forth in Section 10(c) of
this Certificate of Designation and Deposit Securities with a Market Value
equal to the Redemption Price for the redemption of such VMTP Shares shall have
been deposited in trust with the Redemption and Paying Agent for that purpose.
VMTP Shares held (legally or beneficially) by the Trust or any affiliate of the
Trust or otherwise controlled by the Trust or any affiliate of the Trust shall
not have any voting rights or be deemed to be Outstanding for voting or for
calculating the voting percentage required on any other matter or other
purposes.

   (i) Grant of Irrevocable Proxy. To the fullest extent permitted by
Applicable Law, each Holder and Beneficial Owner may in its discretion grant an
irrevocable proxy.

                                      23

<PAGE>

5. AMENDMENTS AND RATING AGENCIES.

   (a) Except as may be otherwise expressly provided in respect of a particular
provision of this Certificate of Designation or as otherwise required by
Applicable Law, this Certificate of Designation may be amended only upon the
affirmative vote or written consent of (1) a majority of the Board of Trustees
and (2) the Holders of a majority of the Outstanding VMTP Shares.

   (b) Notwithstanding Section 5(a) of this Certificate of Designation, except
as may be otherwise expressly provided by Sections 5(f), 5(g) or 5(h) of this
Certificate of Designation or as otherwise required by Applicable Law, so long
as any VMTP Shares are Outstanding, (x) the definitions of "Eligible Assets"
(including Appendix A hereto) and "Minimum Asset Coverage" and (y) Sections
1(b), 6(a), 6(b), 6(c), 6(d), paragraphs (A) through (D) of Section 10(b)(ii),
Section 13(h) and Section 13(i) of this Certificate of Designation may be
amended only upon the affirmative vote or written consent of (1) a majority of
the Board of Trustees and (2) the Holders of 66 2/3% of the Outstanding VMTP
Shares. No amendment to paragraphs (A) through (D) of Section 10(b)(ii) of this
Certificate of Designation shall be effective unless the Trust has received
written confirmation from each Rating Agency, as applicable, then rating the
VMTP Shares at the request of the Trust, that such amendment will not adversely
affect the rating then assigned by such Rating Agency to the VMTP Shares.

   (c) Notwithstanding Sections 5(a) and 5(b) of this Certificate of
Designation, except as may be otherwise expressly provided by Sections 5(f),
5(g) or 5(h) of this Certificate of Designation or as otherwise required by
Applicable Law, (i)(A) the provisions of this Certificate of Designation set
forth under (x) the caption "Designation" (but only with respect to any VMTP
Shares already issued and Outstanding), (y) Sections 1(a) (but only with
respect to any VMTP Shares already issued and Outstanding), 2(a), 2(b), 2(c),
2(d), 2(e)(i), 2(e)(ii), 2(k), 3(b), 8, 10(a)(i), 10(b)(i), 10(h), 11(a), 11(b)
or 11(c) of this Certificate of Designation and (z) the definitions "Additional
Amount", "Applicable Base Rate", "Applicable Rate", "Dividend Payment Date",
"Dividend Period", "Effective Leverage Ratio", "Failure to Deposit", "Gross-up
Payment", "Increased Rate Event", "Liquidation Preference", "Maximum Rate",
"Outstanding", "Rate Determination Date", "Ratings Spread", "Redemption
Premium", "Redemption Price", "Subsequent Rate Period" or "Term Redemption
Date" may be amended so as to adversely affect the amount, timing, priority or
taxability of any dividend, redemption or other payment or distribution due to
the Holders and (B) the definition of "Effective Leverage Ratio" or the
provisions of this Certificate of Designation specifying the calculation
thereof may be amended, in each case, only upon the affirmative vote or written
consent of (1) a majority of the Board of Trustees and (2) the Total Holders
and (ii) the provisions listed in clause (i)(A) above may otherwise be amended
upon the affirmative vote or written consent of (1) a majority of the Board of
Trustees and (2) the holders of 66 2/3% of the Outstanding VMTP Shares.

   (d) If any action set forth above in Section 5(b) would affect, or in
Section 5(a) or 5(c) would adversely affect, the rights of one or more Series
(the "AFFECTED SERIES") of VMTP Shares in a manner different from any other
Series of VMTP Shares, except as may be otherwise expressly provided as to a
particular provision of this Certificate of Designation or as otherwise
required by Applicable Law, the affirmative vote or consent of Holders of the
corresponding percentage of the Affected Series Outstanding (as set forth in
Section 5(a), (b) or (c)), shall also be required.

   (e) Any amendment that amends a provision of this Certificate of
Designation, the Declaration of Trust or the VMTP Shares that requires the vote
or consent of Holders of a percentage greater than a Majority shall require
such specified percentage to approve any such proposed amendment.

   (f) Notwithstanding paragraphs (a) through (e) above or anything expressed
or implied to the contrary in this Certificate of Designation, but subject to
Applicable Law, a majority of the Board of Trustees may, by resolution duly
adopted, without shareholder approval, but with at least 20 Business Days prior
written notice to the Holders, amend or supplement this Certificate of
Designation (1) to the extent not adverse to any Holder or Beneficial Owner, to
supply any omission, or cure, correct or supplement any ambiguous, defective or
inconsistent provision hereof; provided that if Holders of at least 66 2/3% of
the VMTP Shares Outstanding, indicate in writing that they are adversely
affected thereby not later than five (5) Business Days prior to the effective
date of any such amendment or supplement, the Trust either shall not make any
such amendment or supplement or may seek arbitration with respect to such
matter (at the expense of the Trust), or (2) to reflect any amendments or
supplements

                                      24

<PAGE>

hereto which the Board of Trustees is expressly entitled to adopt pursuant to
the terms of this Certificate of Designation without shareholder approval,
including without limitation, (i) amendments pursuant to Section 5(g) of this
Certificate of Designation, (ii) amendments the Board of Trustees deem
necessary to conform this Certificate of Designation to the requirements of
Applicable Law or the requirements of the Code, (iii) amendments to effect or
implement any plan of reorganization among the Trust and any registered
investment companies under the 1940 Act that has been approved by the requisite
vote of the Trust's shareholders or (iv) to designate additional Series of VMTP
Shares (and terms relating thereto) to the extent permitted by this Certificate
of Designation, the VMTP Shares and the Declaration of Trust. Any arbitration
commenced pursuant to clause 1 of the immediately preceding sentence shall be
conducted in New York, New York and in accordance with the American Arbitration
Association rules.

   (a)  (g)  Notwithstanding anything expressed or implied to the contrary in
this Certificate of Designation, the Board of Trustees may, subject to this
Section 5(g), at any time, terminate the services of a Rating Agency then
providing a rating for VMTP Shares of such Series with or without replacement,
in either case, without the approval of Holders of VMTP Shares of such Series
or other shareholders of the Trust, provided that, subject to clauses (ii) and
(iii) below the Trust shall use commercially reasonable efforts to cause at
least two Rating Agencies to issue long-term credit ratings with respect to
each Series of VMTP Shares for so long as such Series is Outstanding.

       (i)    The Board of Trustees, without the approval of the Holders of any
              Series of VMTP Shares or other shareholders of the Trust, may
              terminate the services of any Rating Agency then providing a
              rating for a Series of VMTP Shares and replace it with another
              NRSRO, provided that the Trust provides seven (7) days' notice by
              Electronic Means to the Holders of VMTP Shares of such Series
              prior to terminating the services of a Rating Agency and
              replacing it with another NRSRO that, at the time of such
              replacement has (i) published a rating for the VMTP Shares of
              such Series and (ii) entered into an agreement with the Trust to
              continue to publish such rating subject to such NRSRO's customary
              conditions.

       (ii)   (A) The Board of Trustees, without the approval of Holders of
              VMTP Shares or other shareholders of the Trust, may terminate the
              services of any Rating Agency then providing a rating for a
              Series of VMTP Shares without replacement, provided that (I) the
              Trust has given the Redemption and Paying Agent, and such
              terminated Rating Agency and Holders of VMTP Shares of such
              Series at least 45 calendar days' advance written notice of such
              termination of services, (II) the Trust is in compliance with the
              Rating Agency Provisions of such terminated Rating Agency at the
              time the notice required in clause (I) hereof is given and at the
              time of the termination of such Rating Agency's services, and
              (III) the VMTP Shares of such Series continue to be rated by at
              least two Rating Agencies at and after the time of the
              termination of such Rating Agency's services.

              (B) On the date that the notice is given as described in the
              preceding clause (A) and on the date that the services of the
              applicable Rating Agency are terminated, the Trust shall provide
              the Redemption and Paying Agent and such terminated Rating Agency
              with an officers' certificate as to the compliance with the
              provisions of the preceding clause (A).

       (iii)  In the event a Rating Agency ceases to furnish a preferred share
              rating or the Trust terminates a Rating Agency in accordance with
              Section 5(g)(i) or Section 5(g)(ii) of this Certificate of
              Designation, the Trust shall no longer be required to comply with
              the applicable Rating Agency Provisions of the Rating Agency so
              ceasing to furnish a preferred share rating or so terminated and,
              as applicable, the Trust shall be required to thereafter comply
              only with the Rating Agency Provisions of each Rating Agency then
              providing a rating for the VMTP Shares of such Series at the
              request of the Trust, and any credit rating of such terminated
              Rating Agency, to the extent it would have been taken into
              account in any of the provisions hereof for such Series, shall be
              disregarded, and

                                      25

<PAGE>

          only the credit ratings of the Rating Agencies then providing a
          rating for the VMTP Shares of such Series shall be taken into account
          for purposes hereof, provided that, for purposes of determining the
          Applicable Rate applicable to a Rate Period, any designation of a
          Rating Agency after the Rate Determination Date for such Rate Period
          will take effect on or as of the next succeeding Rate Determination
          Date.

     (iv) Notwithstanding anything herein to the contrary, but subject to this
          Section 5(g), the Rating Agency Guidelines, as they may be amended
          from time to time by the respective Rating Agency, will be reflected
          in a written document and may be amended by the respective Rating
          Agency without the vote, consent or approval of the Trust, the Board
          of Trustees or any holder of Preferred Shares, including any Series
          of VMTP Shares, or any other shareholder of the Trust. Subject to
          this Section 5(g), the Board of Trustees, without the vote or consent
          of any holder of Preferred Shares, including any Series of VMTP
          Shares, or any other shareholder of the Trust, may from time to time
          take such actions as may be reasonably required in connection with
          obtaining, maintaining or changing the rating of any Rating Agency
          that is then rating the VMTP Shares at the request of the Trust, and
          any such action will not be deemed to affect the preferences, rights
          or powers of Preferred Shares, including VMTP Shares, or the Holders
          thereof, provided that the Board of Trustees receives written
          confirmation from such Rating Agency then rating the VMTP Shares at
          the request of the Trust (with such confirmation in no event being
          required to be obtained from a particular Rating Agency with respect
          to definitions or other provisions relevant only to and adopted in
          connection with another Rating Agency's rating of any Series of VMTP
          Shares) that any such action would not adversely affect the rating
          then assigned by such Rating Agency.

   (h) Notwithstanding the foregoing, nothing in this Section 5 is intended in
any way to limit the ability of the Board of Trustees to, subject to Applicable
Law, amend or alter any provisions of this Certificate of Designation at any
time that there are no VMTP Shares Outstanding.

6. MINIMUM ASSET COVERAGE AND OTHER FINANCIAL REQUIREMENTS.

   (a) Minimum Asset Coverage. The Trust shall maintain, as of the last
Business Day of each week in which any VMTP Share is Outstanding, the Minimum
Asset Coverage.

   (b) Effective Leverage Ratio. The Trust shall maintain an Effective Leverage
Ratio of not greater than 45% (other than solely by reason of fluctuations in
the market value of its portfolio securities). In the event that the Trust's
Effective Leverage Ratio exceeds 45% (whether by reason of fluctuations in the
market value of its portfolio securities or otherwise) as of the close business
on any Business Day, the Trust shall cause the Effective Leverage Ratio to be
45% or lower within 10 Business Days ("EFFECTIVE LEVERAGE RATIO CURE PERIOD").

   (c) Eligible Assets. The Trust shall make investments only in the Eligible
Assets in accordance with the Trust's investment objectives and investment
policies.

   (d) Credit Quality. Under normal market conditions, the Fund shall invest at
least 80% of its net assets in Municipal Securities rated, at the time of
investment, in one of the four highest rating categories by at least one NRSRO
or, if unrated, determined to be of comparable quality by the Investment
Adviser.

   (e) Liens. The Trust shall not (i) create or incur or suffer to be incurred
or to exist any lien on any funds, accounts or other property held under the
Declaration of Trust, except as permitted by the Declaration of Trust and the
Certificate of Designation or (ii) except for any lien for the benefit of the
Custodian of the Trust on the assets of the Trust held by such Custodian or any
lien arising by operation of law, pledge or otherwise enter into a security
arrangement in respect of any portfolio security or other asset to secure any
senior securities or other liabilities to be incurred by the Trust unless the
securities and other assets pledged pursuant to all such pledge or other
security arrangements are valued, for purposes of determining the value of the
collateral required to be posted or otherwise provided under all such security
arrangements, in an aggregate amount not less than 70% of their

                                      26

<PAGE>

aggregate market value from time to time (by reference to prices determined by
an independent pricing service), provided that the required collateral value
(determined in accordance with this clause (ii)) under such pledge or other
security arrangements shall not exceed the market value of the exposure of each
secured party to the credit of the Trust. The Trust shall not be deemed to have
breached this Section 6(e) if any pledge or security interest in violation of
the preceding sentence is created or incurred by the Trust and the Trust cures
such violation within five (5) Business Days of receiving notice of the
existence thereof.

   (f) Tender Option Bond Trust. The Trust shall not sell or otherwise transfer
assets of the Trust to any tender option bond trust if the Trust will own any
or all of the related residual trust certificates unless the aggregate
principal amount of the non-residual trust certificates issued by such tender
option bond trust is at least 50% of the aggregate Market Value of such assets
at the time of inception of such tender option bond trust.

7. BASIC MAINTENANCE AMOUNT.

   (a) So long as VMTP Shares are Outstanding, the Trust shall maintain, on
each Valuation Date, and shall verify to its satisfaction that it is
maintaining on such Valuation Date, (i) Moody's Eligible Assets having an
aggregate Discounted Value equal to or greater than the Basic Maintenance
Amount (if Moody's is then rating the VMTP Shares at the request of the Trust),
(ii) Fitch Eligible Assets having an aggregate Discounted Value equal to or
greater than the Basic Maintenance Amount (if Fitch is then rating the VMTP
Shares at the request of the Trust), and (iii) Other Rating Agency Eligible
Assets having an aggregate Discounted Value equal to or greater than the Basic
Maintenance Amount (if any Other Rating Agency is then rating the VMTP Shares
at the request of the Trust).

   (b) The Trust shall deliver to each Rating Agency which is then rating VMTP
Shares at the request of the Trust and any other party specified in the Rating
Agency Guidelines all certificates that are set forth in the respective Rating
Agency Guidelines regarding Minimum Asset Coverage, the Basic Maintenance
Amount and/or related calculations at such times and containing such
information as set forth in the respective Rating Agency Guidelines (each, a
"RATING AGENCY CERTIFICATE"). A failure by the Trust to deliver a Rating Agency
Certificate with respect to the Basic Maintenance Amount shall be deemed to be
delivery of a Rating Agency Certificate indicating the Discounted Value for all
assets of the Trust is less than the Basic Maintenance Amount, as of the
relevant Valuation Date; provided, however, that the Trust shall have the
ability to cure such failure to deliver a Rating Agency Certificate within one
day of receipt of notice from such Rating Agency that the Trust failed to
deliver such Rating Agency Certificate.

8. RESTRICTIONS ON DIVIDENDS AND OTHER DISTRIBUTIONS.

   (a) Dividends on Preferred Shares Other Than VMTP Shares. Except as set
forth in the next sentence, no dividends shall be declared or paid or set apart
for payment on the shares of any class or series of shares of beneficial
interest of the Trust ranking, as to the payment of dividends, on a parity with
VMTP Shares for any period unless full cumulative dividends have been or
contemporaneously are declared and paid on the shares of each Series of VMTP
Shares through their most recent Dividend Payment Date. When dividends are not
paid in full upon the shares of each Series of VMTP Shares through their most
recent Dividend Payment Date or upon the shares of any other class or series of
shares of beneficial interest of the Trust ranking on a parity as to the
payment of dividends with VMTP Shares through their most recent respective
dividend payment dates, all dividends declared upon VMTP Shares and any other
such class or series of shares of beneficial interest of the Trust ranking on a
parity as to the payment of dividends with VMTP Shares shall be declared pro
rata so that the amount of dividends declared per share on VMTP Shares and such
other class or series of shares of beneficial interest of the Trust shall in
all cases bear to each other the same ratio that accumulated dividends per
share on the VMTP Shares and such other class or series of shares of beneficial
interest of the Trust bear to each other (for purposes of this sentence, the
amount of dividends declared per VMTP Share shall be based on the Applicable
Rate for such VMTP Share effective during the Dividend Periods during which
dividends were not paid in full).

   (b) Dividends and Other Distributions With Respect to Common Shares Under
the 1940 Act. The Board of Trustees shall not declare any dividend (except a
dividend payable in Common Shares), or declare any other distribution, upon the
Common Shares, or purchase or otherwise acquire for consideration Common
Shares, unless in every such case the Preferred Shares have, at the time of any
such declaration or such purchase or other acquisition an asset coverage (as
defined in and determined pursuant to the 1940 Act) of at least 200% (or such
other

                                      27

<PAGE>

asset coverage as may in the future be specified in or under the 1940 Act as
the minimum asset coverage for senior securities which are shares of stock of a
closed-end investment company as a condition of declaring dividends on its
common shares or stock) after deducting the amount of such dividend or
distribution or the price or other amount paid in respect of such purchase or
acquisition, as the case may be.

   (c) Other Restrictions on Dividends and Other Distributions. For so long as
any VMTP Share is Outstanding, and except as set forth in Section 8(a) and
Section 11(c) of this Certificate of Designation, (A) the Trust shall not
declare, pay or set apart for payment any dividend or other distribution (other
than a dividend or distribution paid in shares of, or in options, warrants or
rights to subscribe for or purchase, Common Shares or other shares, if any,
ranking junior to the VMTP Shares as to the payment of dividends and the
distribution of assets upon dissolution, liquidation or winding up) in respect
of the Common Shares or any other shares of the Trust ranking junior to or on a
parity with the VMTP Shares as to the payment of dividends or the distribution
of assets upon dissolution, liquidation or winding up, or call for redemption,
redeem, purchase or otherwise acquire for consideration any Common Shares or
any other such junior shares (except by conversion into or exchange for shares
of the Trust ranking junior to the VMTP Shares as to the payment of dividends
and the distribution of assets upon dissolution, liquidation or winding up), or
any such parity shares (except by conversion into or exchange for shares of the
Trust ranking junior to or on a parity with VMTP Shares as to the payment of
dividends and the distribution of assets upon dissolution, liquidation or
winding up), unless (i) full cumulative dividends on shares of each Series of
VMTP Shares through its most recently ended Dividend Period shall have been
paid or shall have been declared and sufficient funds for the payment thereof
deposited with the Redemption and Paying Agent and (ii) the Trust has redeemed
the full number of VMTP Shares required to be redeemed by any provision for
mandatory redemption pertaining thereto, and (B) the Trust shall not declare,
pay or set apart for payment any dividend or other distribution (other than a
dividend or distribution paid in shares of, or in options, warrants or rights
to subscribe for or purchase, Common Shares or other shares, if any, ranking
junior to VMTP Shares as to the payment of dividends and the distribution of
assets upon dissolution, liquidation or winding up) in respect of Common Shares
or any other shares of the Trust ranking junior to VMTP Shares as to the
payment of dividends or the distribution of assets upon dissolution,
liquidation or winding up, or call for redemption, redeem, purchase or
otherwise acquire for consideration any Common Shares or any other such junior
shares (except by conversion into or exchange for shares of the Trust ranking
junior to VMTP Shares as to the payment of dividends and the distribution of
assets upon dissolution, liquidation or winding up), unless immediately after
such transaction the Discounted Value of Moody's Eligible Assets (if Moody's is
then rating the VMTP Shares at the request of the Trust), Fitch Eligible Assets
(if Fitch is then rating the VMTP Shares at the request of the Trust) and Other
Rating Agency Eligible Assets (if any Other Rating Agency is then rating the
VMTP Shares at the request of the Trust) would each at least equal the Basic
Maintenance Amount.

   (d) Sources of Dividends. Notwithstanding anything expressed or implied
herein to the contrary, the Board of Trustees may declare and pay dividends
(including any Gross-up Payments) upon the VMTP Shares either (i) out of the
Trust's surplus, as defined in and computed in accordance with Sections 1(c)
and 1(d) hereof; or (ii) in case there shall be no such surplus, out of its net
profits for the fiscal year in which the dividend is declared and/or the
preceding fiscal year. If the capital of the Trust, computed in accordance with
Sections 1(c) and 1(d) hereof, shall have been diminished by depreciation in
the value of its property, or by losses, or otherwise, to an amount less than
the aggregate amount of the capital represented by issued and outstanding
shares of beneficial interest of all classes having a preference upon the
distribution of assets, the Board of Trustees shall not declare and pay out of
such net profits any dividends upon any shares of beneficial interest of any
class until the deficiency in the amount of capital represented by the issued
and outstanding shares of beneficial interest of all classes having a
preference upon the distribution of assets shall have been repaired. Nothing is
this Section 8(d) shall invalidate or otherwise affect a note, debenture or
other obligation of the Trust paid by it as a dividend on its shares of
beneficial interest, or any payment made thereon, if at the time such note,
debenture or obligation was delivered by the Trust, the Trust had either
surplus or net profits as provided in Sections 8(d)(i) or (ii) from which the
dividend could lawfully have been paid.

9.   RATING AGENCY RESTRICTIONS. For so long as any VMTP Shares are Outstanding
and any Rating Agency is then rating the VMTP Shares at the request of the
Trust, the Trust will not engage in certain proscribed transactions set forth
in the Rating Agency Guidelines, unless it has received written confirmation
from each such Rating Agency that proscribes the applicable transaction in its
Rating Agency Guidelines that any such action would not impair the rating then
assigned by such Rating Agency to a Series of VMTP Shares.

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<PAGE>

10.  REDEMPTION.

   (a)  Optional Redemption.

  (i)  Subject to the provisions of Section 10(a)(iii), (x) VMTP Shares of any
       Series may be redeemed, at the option of the Trust, at any time, as a
       whole or from time to time in part, out of funds legally available
       therefor under Applicable Law and otherwise in accordance with
       Applicable Law, at the Redemption Price or (y) if (i) the Board of
       Trustees determines it is necessary to modify this Certificate of
       Designation as a result of changes in the Rating Agency Guidelines to
       prevent any downgrade of the VMTP Shares by a Rating Agency then rating
       the VMTP Shares at the request of the Trust, (ii) the Holders have not
       approved such proposed modifications in accordance with Section 5 of
       this Certificate of Designation and (iii) at least nine months have
       elapsed since the Closing Date, then the Trust shall have the right to
       send a Notice of Redemption and set a Redemption Date for a redemption
       of all or a portion of the Outstanding VMTP Shares within 30 days of the
       occurrence of the non-approval under clause (ii) and upon such
       occurrence, the Trust shall be entitled to redeem the VMTP Shares, out
       of funds legally available therefor under Applicable Law and otherwise
       in accordance with Applicable Law at the Redemption Price exclusive of
       the Redemption Premium; provided, however, that (A) VMTP Shares may not
       be redeemed in part if after such partial redemption fewer than 50 VMTP
       Shares of such Series would remain Outstanding; and (B) VMTP Shares are
       not redeemable by the Trust during the Initial Rate Period.

  (ii) If fewer than all of the Outstanding VMTP Shares of a Series are to be
       redeemed pursuant to Section 10(a)(i), the number of VMTP Shares of such
       Series to be redeemed shall be selected pro rata from the Holders of
       VMTP Shares of such Series in proportion to the number of VMTP Shares of
       such Series held by such Holders or by lot or other fair method as
       determined by the Trust's Board of Trustees, in accordance with the
       rules and regulations of the Securities Depository, if applicable.
       Subject to the provisions of this Certificate of Designation and
       Applicable Law, the Trust's Board of Trustees will have the full power
       and authority to prescribe the terms and conditions upon which VMTP
       Shares will be redeemed from time to time.

  (iii)The Trust may not on any date send a Notice of Redemption pursuant to
       Section 10(c) in respect of a redemption contemplated to be effected
       pursuant to this Section 10(a) unless on such date (A) to the extent
       such redemption is not an Excluded Redemption, the Trust has available
       Deposit Securities with maturity or tender dates not later than the day
       preceding the applicable Redemption Date and having a Market Value not
       less than the amount (including any applicable Redemption Premium) due
       to Holders of VMTP Shares by reason of the redemption of such VMTP
       Shares on such Redemption Date and (B) the Discounted Value of Moody's
       Eligible Assets (if Moody's is then rating the VMTP Shares at the
       request of the Trust), the Discounted Value of Fitch Eligible Assets (if
       Fitch is then rating the VMTP Shares at the request of the Trust) and
       the Discounted Value of Other Rating Agency Eligible Assets (if any
       Other Rating Agency is then rating the VMTP Shares at the request of the
       Trust) would at least equal the Basic Maintenance Amount immediately
       subsequent to such redemption if such redemption were to occur on such
       date. For purposes of determining in clause (B) of the preceding
       sentence whether the Discounted Value of Moody's Eligible Assets at
       least equals the Basic Maintenance Amount, the Moody's Discount Factors
       applicable to Moody's Eligible Assets shall be determined by reference
       to the first Exposure Period longer than the Exposure Period then
       applicable to the Trust, as described in the definition of Moody's
       Discount Factor herein.

   (b)  Term/Mandatory Redemption.

  (i) (A) TERM REDEMPTION. The Trust shall redeem, out of funds legally
          available therefor and otherwise in accordance with Applicable Law,
          all Outstanding VMTP Shares of a Series on the Term Redemption Date
          for such Series at the Redemption Price; provided, however, the Trust
          shall have the right, exercisable not more than 180 days nor less
          than 60 days prior to the Liquidity Account Initial Date, to request
          that the Total Holders of

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<PAGE>

          such Series extend the term of the Term Redemption Date for such
          Series for an additional 364-day period (the "TERM EXTENSION
          REQUEST"), which request may be conditioned upon terms and conditions
          that are different from the terms and conditions herein. Each Holder
          of such Series of VMTP Shares shall, no later than 30 days after
          receiving such request, notify the Trust and the Redemption and
          Paying Agent of its acceptance or rejection of such request, which
          acceptance by any such Holder may be conditioned upon terms and
          conditions which are different from the terms and conditions herein
          or the terms and conditions proposed by the Trust in making an
          extension request (a "CONDITIONAL ACCEPTANCE"). If any Holder of such
          Series of VMTP Shares fails to notify the Trust and the Redemption
          and Paying Agent of its acceptance or rejection of the Trust's
          request for extension within such 30-day period, such failure to
          respond shall constitute a rejection of such request. If the Total
          Holders provide a Conditional Acceptance, then the Trust shall have
          30 days thereafter to notify the Total Holders and the Redemption and
          Paying Agent of its acceptance or rejection of the terms and
          conditions specified in the Total Holders' Conditional Acceptance.
          The Trust's failure to notify the Total Holders and the Redemption
          and Paying Agent within such 30-day period will be deemed a rejection
          of the terms and conditions specified in the Total Holders'
          Conditional Acceptance. The Total Holders of a Series of VMTP Shares
          may grant or deny any request for extension of the Term Redemption
          Date for such Series in their sole and absolute discretion.

   (B)    Basic Maintenance Amount, Minimum Asset Coverage and Effective
          Leverage Ratio Mandatory Redemption. The Trust also shall redeem, out
          of funds legally available therefor under Applicable Law and
          otherwise in accordance with Applicable Law, at the Redemption Price,
          certain of the VMTP Shares, if the Trust (i) fails to have either
          Moody's Eligible Assets (if Moody's is then rating the VMTP Shares at
          the request of the Trust) with a Discounted Value, Fitch Eligible
          Assets (if Fitch is then rating the VMTP Shares at the request of the
          Trust) with a Discounted Value, or Other Rating Agency Eligible
          Assets (if any Other Rating Agency is then rating the VMTP Shares at
          the request of the Trust) with a Discounted Value greater than or
          equal to the Basic Maintenance Amount, (ii) fails to maintain the
          Minimum Asset Coverage in accordance with this Certificate of
          Designation or (iii) fails to maintain the Effective Leverage Ratio
          in accordance with this Certificate of Designation, and such failure
          is not cured on or before the applicable Cure Date. If a redemption
          pursuant to this Section 10(b)(i)(B) is to occur, the Trust shall
          cause a Notice of Redemption to be sent to Holders in accordance with
          Section 10(c) and cause to be deposited Deposit Securities or other
          sufficient funds, out of funds legally available therefor under
          Applicable Law and otherwise in accordance with Applicable Law, in
          trust with the Redemption and Paying Agent in accordance with the
          terms of this Certificate of Designation or other applicable paying
          agent in accordance with the terms of any other Preferred Shares to
          be redeemed. The number of VMTP Shares to be redeemed shall be equal
          to the lesser of (A) the sum of (x) the minimum number of VMTP
          Shares, together with all other Preferred Shares subject to
          redemption, the redemption of which, if deemed to have occurred
          immediately prior to the opening of business on the applicable Cure
          Date, would result in the Trust's (I) having each of Moody's Eligible
          Assets (if Moody's is then rating the VMTP Shares at the request of
          the Trust) with a Discounted Value, Fitch Eligible Assets (if Fitch
          is then rating the VMTP Shares at the request of the Trust) with a
          Discounted Value and Other Rating Agency Eligible Assets (if any
          Other Rating Agency is then rating the VMTP Shares at the request of
          the Trust) with a Discounted Value greater than or equal to the Basic
          Maintenance Amount, (II) satisfying and maintaining the Minimum Asset
          Coverage or (III) satisfying and maintaining the Effective Leverage
          Ratio, as the case may be, as of the applicable Cure Date and (y) the
          number of additional VMTP Shares that the Trust may elect to
          simultaneously redeem in accordance with Section 10(a) (provided,
          however, that if there is no such minimum number of VMTP Shares and
          other Preferred Shares the redemption of which would have such
          result, all Preferred Shares then outstanding shall be redeemed), and
          (B) the maximum number of VMTP Shares,

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<PAGE>

          together with all other Preferred Shares subject to redemption, that
          can be redeemed out of funds legally available therefor under
          Applicable Law and otherwise in accordance with the Declaration of
          Trust and Applicable Law. In determining the VMTP Shares required to
          be redeemed in accordance with the foregoing, the Trust shall
          allocate the number required to be redeemed to maintain and satisfy
          the Basic Maintenance Amount, the Minimum Asset Coverage or the
          Effective Leverage Ratio, as the case may be, pro rata, by lot or
          other fair method as determined by the Trust's Board of Trustees, in
          accordance with the rules and regulations of the Securities
          Depository, if applicable, and Applicable Law, among the VMTP Shares
          and other Preferred Shares (and, then, pro rata, by lot or other fair
          method as determined by the Trust's Board of Trustees, in accordance
          with the rules and regulations of the Securities Depository, if
          applicable, and Applicable Law, among each Series of VMTP Shares)
          subject to redemption . The Trust shall effect such redemption on the
          date fixed by the Trust therefor, which date shall not be earlier
          than 10 Business Days nor later than 60 days after the applicable
          Cure Date, except that if the Trust does not have funds legally
          available under Applicable Law for the redemption of all of the
          required number of VMTP Shares and other Preferred Shares which are
          subject to redemption or the Trust otherwise is unable as a result of
          Applicable Law to effect such redemption on or prior to 60 days after
          the applicable Cure Date, the Trust shall redeem those VMTP Shares
          and other Preferred Shares which it was unable to redeem on the
          earliest practicable date on which it is able to effect such
          redemption. If fewer than all of the Outstanding VMTP Shares are to
          be redeemed pursuant to this Section 10(b), the number of VMTP Shares
          to be redeemed shall be redeemed pro rata, by lot or other fair
          method as determined by the Trust's Board of Trustees, in accordance
          with the rules and regulations of the Securities Depository, if
          applicable, and Applicable Law, from the Holders of the VMTP Shares
          in proportion to the number of VMTP Shares held by such Holders.

(ii) (A) On or prior to the Liquidity Account Initial Date with respect to any
         Series of VMTP Shares, the Trust shall cause the Custodian to
         segregate, by means of appropriate identification on its books and
         records or otherwise in accordance with the Custodian's normal
         procedures, from the other assets of the Trust (a "LIQUIDITY ACCOUNT")
         Liquidity Account Investments with a Market Value equal to at least
         110% of the Term Redemption Amount with respect to such Series. The
         "TERM REDEMPTION AMOUNT" for any Series of VMTP Shares shall be equal
         to the Redemption Price to be paid on the Term Redemption Date for
         such Series, based on the number of shares of such Series then
         Outstanding, assuming for this purpose that the Applicable Rate for
         such Series in effect at the time of the creation of the Liquidity
         Account for such Series will be the Applicable Rate as in effect at
         such time of creation until the Term Redemption Date for such Series.
         If, on any date after the Liquidity Account Initial Date, the
         aggregate Market Value of the Liquidity Account Investments included
         in the Liquidity Account for a Series of VMTP Shares as of the close
         of business on any Business Day is less than 110% of the Term
         Redemption Amount with respect to such Series, then the Trust shall
         cause the Custodian and the Investment Adviser to segregate additional
         or substitute assets of the Trust as Liquidity Account Investments, so
         that the aggregate Market Value of the Liquidity Account Investments
         included in the Liquidity Account for such Series is equal to at least
         110% of the Term Redemption Amount with respect to such Series not
         later than the close of business on the next succeeding Business Day.
         With respect to assets of the Trust segregated as Liquidity Account
         Investments, the Investment Adviser, on behalf of the Trust, shall be
         entitled to instruct the Custodian on any date to release any
         Liquidity Account Investments from such segregation and to substitute
         therefor other Liquidity Account Investments (including, for the
         avoidance of doubt, Liquidity Account Investments constituting Deposit
         Securities), so long as (x) the assets of the Trust segregated as
         Liquidity Account Investments at the close of business on such date
         have a Market Value equal to at least 110% of the Term Redemption
         Amount with respect to such Series and (y) the assets of the Trust
         designated and segregated as Deposit Securities at the close of
         business on such date have a Market Value equal to at least the
         Liquidity

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<PAGE>

          Requirement (if any) determined in accordance with paragraph
          (B) below with respect to such Series for such date. The Trust shall
          cause the Custodian not to permit any lien, security interest or
          encumbrance to be created or permitted to exist on or in respect of
          any Liquidity Account Investments included in the Liquidity Account
          for any Series of VMTP Shares, other than liens, security interests
          or encumbrances arising by operation of law and any lien of the
          Custodian with respect to the payment of its fees or repayment for
          its advances. Notwithstanding anything expressed or implied herein to
          the contrary, the assets of the Liquidity Account shall continue to
          be assets of the Trust subject to the interests of all creditors and
          shareholders of the Trust.

   (B)    The Market Value of the Deposit Securities held in the Liquidity
          Account for a Series of VMTP Shares, from and after the 15th day of
          the calendar month (or, if such day is not a Business Day, the next
          succeeding Business Day) that is the number of months preceding the
          calendar month in which the Term Redemption Date for such Series
          occurs, as specified in the table set forth below, shall not be less
          than the percentage of the Term Redemption Amount for such Series set
          forth below opposite such number of months (the "LIQUIDITY
          REQUIREMENT"), but in all cases subject to the cure provisions of
          paragraph (C) below:

           Number of Months                   Value of Deposit Securities
Preceding Month of Term Redemption Date as Percentage of Term Redemption Amount
--------------------------------------- ---------------------------------------
                   5                                      20%
                   4                                      40%
                   3                                      60%
                   2                                      80%
                   1                                     100%

   (C)    If the aggregate Market Value of the Deposit Securities included in
          the Liquidity Account for a Series of VMTP Shares as of the close of
          business on any Business Day is less than the Liquidity Requirement
          in respect of such Series for such Business Day, then the Trust shall
          cause the segregation of additional or substitute Deposit Securities
          in respect of the Liquidity Account for such Series, so that the
          aggregate Market Value of the Deposit Securities included in the
          Liquidity Account for such Series is at least equal to the Liquidity
          Requirement for such Series not later than the close of business on
          the next succeeding Business Day.

   (D)    The Deposit Securities included in the Liquidity Account for a Series
          of VMTP Shares may be liquidated by the Trust, in its discretion, and
          the proceeds applied towards payment of the Term Redemption Amount
          for such Series. Upon the deposit by the Trust on the Term Redemption
          Date with the Redemption and Paying Agent of Deposit Securities
          constituting cash and of the cash proceeds from the liquidation of
          other Deposit Securities having an initial combined Market Value
          sufficient to effect the redemption of the VMTP Shares of a Series on
          the Term Redemption Date for such Series, the requirement of the
          Trust to maintain a Liquidity Account for such Series as contemplated
          by this Section 10(b)(ii) shall lapse and be of no further force and
          effect.

   (c) Notice of Redemption. If the Trust shall determine or be required to
redeem, in whole or in part, VMTP Shares pursuant to Section 10(a) or
Section 10(b)(i), the Trust will send a notice of redemption (a "Notice of
Redemption"), by Electronic Means (or by first class mail, postage prepaid, in
the case where the VMTP Shares are in physical form outside the book-entry
system of the Securities Depository), to Holders thereof, or request the
Redemption and Paying Agent, on behalf of the Trust, to promptly do so by
Electronic Means (or by first class mail, postage prepaid, in the case where
the VMTP Shares are in physical form outside the book-entry system of the
Securities Depository), so long as the Notice of Redemption is furnished by the
Trust to the Redemption and

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<PAGE>

Paying Agent in electronic format at least five (5) Business Days prior to the
date a Notice of Redemption is required to be delivered to the Holders, unless
a shorter period of time shall be acceptable to the Redemption and Paying
Agent. A Notice of Redemption shall be sent to Holders not less than fifteen
(15) days prior to the date, which shall be a Business Day, fixed for
redemption in such Notice of Redemption (the "Redemption Date"). Each such
Notice of Redemption shall state: (i) the Redemption Date; (ii) the number of
VMTP Shares to be redeemed and the Series thereof; (iii) the CUSIP number for
VMTP Shares of such Series; (iv) the Redemption Price; (v) the place or places
where the certificate(s), if any, for such VMTP Shares (properly endorsed or
assigned for transfer, if the Board of Trustees requires and the Notice of
Redemption states) are to be surrendered for payment of the Redemption Price;
(vi) that, except as expressly provided in this Certificate of Designation,
dividends on the VMTP Shares to be redeemed will cease to accumulate from and
after such Redemption Date; and (vii) the provisions of this Certificate of
Designation under which such redemption is made. If fewer than all VMTP Shares
held by any Holder are to be redeemed, the Notice of Redemption delivered to
such Holder shall also specify the number of VMTP Shares to be redeemed from
such Holder. The Trust may provide in any Notice of Redemption relating to an
optional redemption contemplated to be effected pursuant to Section 10(a) of
this Certificate of Designation, including any redemption of VMTP Shares to be
optionally redeemed under Section 10(a) as contemplated in Section 10(b)(i) of
this Certificate of Designation, that such redemption is subject to one or more
conditions precedent not otherwise expressly stated herein and that the Trust
shall not be required to effect such redemption unless each such condition has
been satisfied at the time or times and in the manner specified in such Notice
of Redemption. No defect in the Notice of Redemption or delivery thereof shall
affect the validity of redemption proceedings, except as required by Applicable
Law.

   (d) No Redemption Under Certain Circumstances. Notwithstanding the
provisions of paragraphs (a) or (b) of this Section 10, if any dividends on
VMTP Shares of a Series (whether or not earned or declared) are in arrears, no
VMTP Shares of such Series shall be redeemed unless all Outstanding VMTP Shares
of such Series are simultaneously redeemed, and the Trust shall not otherwise
purchase or acquire any VMTP Shares of such Series; provided, however, that the
foregoing shall not prevent the purchase or acquisition of Outstanding VMTP
Shares of such Series pursuant to the successful completion of an otherwise
lawful purchase or exchange offer made on the same terms to Holders of all
Outstanding VMTP Shares of such Series.

   (e) Absence of Funds Available for Redemption. To the extent that any
redemption for which Notice of Redemption has been provided is not made by
reason of the absence of legally available funds therefor in accordance with
the Declaration of Trust and Applicable Law, such redemption shall be made as
soon as practicable to the extent such funds become available. A failure to
redeem VMTP Shares shall be deemed to exist at any time after the date
specified for redemption in a Notice of Redemption when the Trust shall have
failed, for any reason whatsoever, to deposit in trust with the Redemption and
Paying Agent, in accordance with the terms hereof, the Redemption Price with
respect to any shares for which such Notice of Redemption has been sent;
provided, however, that the foregoing shall not apply in the case of the
Trust's failure to deposit in trust with the Redemption and Paying Agent the
Redemption Price with respect to any shares where (1) the Notice of Redemption
relating to such redemption provided, that such redemption was subject to one
or more conditions precedent permitted pursuant to Section 10(c) and (2) any
such condition precedent shall not have been satisfied at the time or times and
in the manner specified in such Notice of Redemption. Notwithstanding anything
to the contrary herein or in any Notice of Redemption, if the Trust shall not
have redeemed VMTP Shares for which a Notice of Redemption has been provided,
dividends shall continue to be declared and paid on such VMTP Shares at the
Applicable Rate for the period through, but excluding, the date on which such
VMTP Shares are actually redeemed and such dividends shall be deemed included
in the Redemption Price for such VMTP Shares.

   (f) Redemption and Paying Agent to Hold Redemption Payments by Trust in
Trust. All moneys and, if applicable, other Deposit Securities paid or
otherwise delivered to or deposited with the Redemption and Paying Agent for
payment of the Redemption Price of VMTP Shares called for redemption shall be
held in trust by the Redemption and Paying Agent for the benefit of Holders of
shares so to be redeemed. The Trust's obligation to pay the Redemption Price of
VMTP Shares called for redemption in accordance with this Certificate of
Designation shall be satisfied upon payment of such Redemption Price by the
Redemption and Paying Agent to the Securities Depository on the relevant
Redemption Date.

   (g) Shares for Which Deposit Securities Have Been Deposited and Notice of
Redemption Has Been Given Are No Longer Outstanding. Without limiting
Section 10(b)(ii) hereof and subject to Section 6(b) hereof, if a

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<PAGE>

Notice of Redemption has been provided pursuant to Section 10(c), the Trust
shall irrevocably (except to the extent set forth below in this Section 10(g))
deposit with the Redemption and Paying Agent no later than 12:00 noon, New York
City time, on a Business Day not less than ten (10) Business Days preceding the
Redemption Date specified in such notice, Deposit Securities with an aggregate
Market Value equal to the Redemption Price to be paid on the Redemption Date in
respect of any VMTP Shares that are subject to such Notice of Redemption. If a
Notice of Redemption has been provided pursuant to Section 10(c), upon the
deposit with the Redemption and Paying Agent of Deposit Securities with a
Market Value sufficient to redeem the VMTP Shares that are the subject of such
notice, dividends on such VMTP Shares shall cease to accumulate as of the
Redemption Date (subject to Section 10(e)) and such VMTP Shares shall no longer
be deemed to be Outstanding for any purpose (other than the transfer thereof
prior to the applicable Redemption Date and the accumulation of dividends
thereon in accordance with the terms hereof), and all rights of the Holders of
the VMTP Shares so called for redemption shall cease and terminate, except the
right of such Holders to receive the Redemption Price, but without any interest
or other additional amount, except as provided in Section 3 and subject to
Section 10(e) of this Certificate of Designation. Upon surrender in accordance
with the Notice of Redemption of the certificates for any VMTP Shares so
redeemed (properly endorsed or assigned for transfer, if the Board of Trustees
shall so require and the Notice of Redemption shall so state), the Redemption
Price shall be paid by the Redemption and Paying Agent to the Holders of VMTP
Shares subject to redemption. In the case that fewer than all of the shares
represented by any such certificate are redeemed, a new certificate shall be
issued, representing the unredeemed shares, without cost to the Holder thereof.
The Trust shall be entitled to receive from the Redemption and Paying Agent,
promptly after the redemption of the VMTP Shares called for redemption on a
Redemption Date, any cash or other Deposit Securities deposited with the
Redemption and Paying Agent in excess of (i) the aggregate Redemption Price of
such VMTP Shares and (ii) all other amounts to which Holders of VMTP Shares
called for redemption may be entitled pursuant to this Certificate of
Designation. Any funds so deposited that are unclaimed at the end of 90 days
from the date of such redemption shall, to the extent permitted by law, be
repaid to the Trust, after which time the Holders of VMTP Shares so called for
redemption may look only to the Trust for payment of the Redemption Price and
all other amounts to which they may be entitled pursuant to this Certificate of
Designation. The Trust shall be entitled to receive, from time to time after
the date fixed for redemption, any interest on the funds so deposited.

   (h) Compliance With Applicable Law. In effecting any redemption pursuant to
this Section 10, the Trust shall use its best efforts to comply with all
applicable conditions precedent to effecting such redemption under any
Applicable Law, and shall effect no redemption except in accordance with
Applicable Law.

   (i) Only Whole VMTP Shares May Be Redeemed. In the case of any redemption
pursuant to this Section 10, only whole VMTP Shares shall be redeemed.

   (j) Modification of Redemption Procedures. Notwithstanding the foregoing
provisions of this Section 10 or Section 5 hereof, the Trust may, in its sole
discretion, modify the procedures set forth above (other than the 15-day period
for delivery of a Notice of Redemption) with respect to notification of
redemption for the VMTP Shares, provided that such modification does not
materially and adversely affect the Holders or Beneficial Owners of the VMTP
Shares or cause the Trust to violate any law, rule or regulation, and does not
in any way alter the obligations of the Redemption and Paying Agent without the
Redemption and Paying Agent's prior written consent. Furthermore, if in the
sole discretion of the Board of Trustees, after consultation with counsel,
modification of the foregoing redemption provisions (x) are permissible under
the rules and regulations or interpretations of the SEC and under other
Applicable Law and (y) would not cause a material risk as to the treatment of
the VMTP Shares as equity for U.S. federal income tax purposes, the Board of
Trustees, without shareholder approval, by resolution may modify such
redemption procedures, provided that such modification does not materially and
adversely affect the Holders or Beneficial Owner of the VMTP Shares and does
not in any way alter the obligations of the Redemption and Paying Agent without
the Redemption and Paying Agent's prior written consent.

   (k) Capital Limitations on Purchases and Redemptions. Notwithstanding
anything expressed or implied to the contrary herein, for so long as any VMTP
Shares are outstanding, the Trust shall not purchase or redeem its own shares
of beneficial interest, including without limitation the VMTP Shares, for cash
or other property when its capital is impaired or when such purchase or
redemption would cause any impairment of its capital, except that it may
purchase or redeem out of capital any of its own shares of beneficial interest,
including without limitation the VMTP Shares, which are entitled upon any
distribution of its assets, whether by dividend or in

                                      34

<PAGE>

liquidation, to a preference over another class or series of its shares of
beneficial interest, or, if no shares entitled to such a preference are
outstanding, any of its own shares of beneficial interest, if such shares will
be retired upon their acquisition and the capital of the Trust reduced in
accordance with Section 1(d) hereof. Nothing in this Section 10(k) shall
invalidate or otherwise affect a note, debenture or other obligation of the
Trust given by it as consideration for its acquisition by purchase, redemption
or exchange of its shares of beneficial interest if at the time such note,
debenture or obligation was delivered by the Trust its capital was not then
impaired or did not thereby become impaired. The Trust shall not redeem any of
its shares of beneficial interest, unless their redemption is authorized by the
Board of Trustees, and then only in accordance with the Declaration of Trust.

11.  LIQUIDATION RIGHTS.

   (a) Ranking. The shares of a Series of VMTP Shares shall rank on a parity
with each other, with shares of any other Series of VMTP Shares and with shares
of any other series of Preferred Shares as to the distribution of assets upon
dissolution, liquidation or winding up of the affairs of the Trust.

   (b) Distributions Upon Liquidation. Upon the dissolution, liquidation or
winding up of the affairs of the Trust, whether voluntary or involuntary, the
Holders of VMTP Shares then Outstanding shall be entitled to receive and to be
paid out of the assets of the Trust legally available for distribution to its
shareholders under the Declaration of Trust and Applicable Law and otherwise in
accordance with the Declaration of Trust and Applicable Law, before any payment
or distribution shall be made on the Common Shares or on any other class of
shares of the Trust ranking junior to the VMTP Shares upon dissolution,
liquidation or winding up, an amount equal to the Liquidation Preference with
respect to such shares plus an amount equal to all dividends thereon (whether
or not earned or declared) accumulated but unpaid to (but not including) the
date of final distribution in same day funds, together with any payments
required to be made pursuant to Section 3 of this Certificate of Designation in
connection with the liquidation of the Trust. After the payment to the Holders
of the VMTP Shares of the full preferential amounts provided for in this
Section 11(b), the Holders of VMTP Shares as such shall have no right or claim
to any of the remaining assets of the Trust.

   (c) Pro Rata Distributions. In the event the assets of the Trust available
for distribution to the Holders of the VMTP Shares upon any dissolution,
liquidation or winding up of the affairs of the Trust, whether voluntary or
involuntary, shall be insufficient to pay in full all amounts to which such
Holders are entitled pursuant to Section 11(b), no such distribution shall be
made on account of any shares of any other class or series of Preferred Shares
ranking on a parity with the VMTP Shares with respect to the distribution of
assets upon such dissolution, liquidation or winding up unless proportionate
distributive amounts shall be paid on account of the VMTP Shares, ratably, in
proportion to the full distributable amounts for which holders of all such
parity shares are respectively entitled upon such dissolution, liquidation or
winding up.

   (d) Rights of Junior Shares. Subject to the rights of the holders of shares
of any series or class or classes of shares ranking on a parity with the VMTP
Shares with respect to the distribution of assets upon dissolution, liquidation
or winding up of the affairs of the Trust, after payment shall have been made
in full to the Holders of the VMTP Shares as provided in Section 11(b), but not
prior thereto, any other series or class or classes of shares ranking junior to
the VMTP Shares with respect to the distribution of assets upon dissolution,
liquidation or winding up of the affairs of the Trust shall, subject to the
respective terms and provisions (if any) applying thereto, be entitled to
receive any and all assets remaining to be paid or distributed, and the Holders
of the VMTP Shares shall not be entitled to share therein.

   (e) Certain Events Not Constituting Liquidation. Neither the sale of all or
substantially all the property or business of the Trust, nor the merger,
consolidation or reorganization of the Trust into or with any business or
statutory trust, corporation or other entity nor the merger, consolidation or
reorganization of any business or statutory trust, corporation or other entity
into or with the Trust shall be a dissolution, liquidation or winding up,
whether voluntary or involuntary, for the purposes of this Section 11.

   (f) Definition of Liabilities. For the avoidance of doubt, for purposes of
Section 9.2 of the Declaration of Trust, "liabilities" of the Trust shall
include all claims and obligations, including all contingent, conditional, or
unmatured claims and obligations known to the Trust, all claims and obligations
which are known to the Trust, but for which the identity of the claimant is
unknown, and all claims and obligations that have not been

                                      35

<PAGE>

made known to the Trust or that have not arisen but, based on the facts known
to the Trust, are likely to arise or to become known to the Trust within 10
years after the date of dissolution.

12.  TRANSFERS.

   (a) Unless otherwise approved in writing by the Trust, a Beneficial Owner or
Holder may sell, transfer or otherwise dispose of VMTP Shares only in whole
shares and only to (i) Persons that such Beneficial Owner or Holder reasonably
believes are QIBs that are either registered closed-end management investment
companies, the common shares of which are traded on a national securities
exchange ("Closed-End Funds"), banks, insurance companies, companies that are
included in the S&P 500 Index (and their direct or indirect wholly-owned
subsidiaries) or registered open-end management investment companies or
(ii) tender option bond trusts (whether tax-exempt or taxable) in which all
investors are Persons that such Beneficial Owner or Holder reasonably believes
are QIBs that are Closed-End Funds, banks, insurance companies, companies that
are included in the S&P 500 Index (and their direct or indirect wholly-owned
subsidiaries) or registered open-end management investment companies (or, in
the case of a tender option bond trust in which an affiliate of such Holder or
Beneficial Owner retains a residual interest, such affiliate of such Holder or
Beneficial Owner, but only to the extent expressly provided for in any
applicable Purchase Agreement), in each case, pursuant to Rule 144A of the
Securities Act or another available exemption from registration under the
Securities Act, in a manner not involving any public offering within the
meaning of Section 4(2) of the Securities Act. Any transfer in violation of the
foregoing restrictions shall be void ab initio and any transferee of VMTP
Shares transferred in violation of the foregoing restrictions shall be deemed
to agree to hold all payments it received on any such improperly transferred
VMTP Shares in trust for the benefit of the transferor of such VMTP Shares. The
foregoing restrictions on transfer shall not apply to any VMTP Shares
registered under the Securities Act or any subsequent transfer of such VMTP
Shares thereafter.

   (b) If at any time the Trust is not furnishing information to the SEC
pursuant to Section 13 or 15(d) of the Exchange Act, in order to preserve the
exemption for resales and transfers under Rule 144A of the Securities Act, the
Trust shall furnish, or cause to be furnished, upon request, to Holders and
Beneficial Owners of VMTP Shares and prospective purchasers of VMTP Shares,
information with respect to the Trust satisfying the requirements of subsection
(d)(4) of Rule 144A of the Securities Act.

13.  MISCELLANEOUS.

   (a) No Fractional Shares. No fractional VMTP Shares shall be issued.

   (b) Status of VMTP Shares Redeemed, Exchanged or Otherwise Acquired by the
Trust. VMTP Shares which are redeemed, exchanged or otherwise acquired by the
Trust shall return to the status of authorized and unissued Preferred Shares
without designation as to series. Any VMTP Shares which are provisionally
delivered by the Trust to or for the account of an agent of the Trust or to or
for the account of a purchaser of the VMTP Shares, but for which final payment
is not received by the Trust as agreed, shall return to the status of
authorized and unissued VMTP Shares.

   (c) Treatment of VMTP Shares as Equity. The Trust shall, and each Holder and
Beneficial Owner, by virtue of acquiring VMTP Shares, is deemed to have agreed
to, treat the VMTP Shares as equity in the Trust for U.S. federal, state, local
income and other tax purposes.

   (d) Board May Resolve Ambiguities. Subject to Section 5 of this Certificate
of Designation and to the extent permitted by Applicable Law, the Board of
Trustees may interpret and give effect to the provisions of this Certificate of
Designation in good faith so as to resolve any inconsistency or ambiguity or to
remedy any formal defect. Notwithstanding anything expressed or implied to the
contrary in this Certificate of Designation, but subject to Section 5, the
Board of Trustees may amend this Certificate of Designation with respect to any
Series of VMTP Shares prior to the issuance of VMTP Shares of such Series.

   (e) Headings Not Determinative. The headings contained in this Certificate
of Designation are for convenience of reference only and shall not affect the
meaning or interpretation of this Certificate of Designation.

                                      36

<PAGE>

   (f) Notices. All notices or communications, unless otherwise specified in
the By-laws of the Trust or this Certificate of Designation, shall be
sufficiently given if in writing and delivered in person, by Electronic Means
or mailed by first-class mail, postage prepaid.

   (g) Redemption and Paying Agent. The Trust shall use its commercially
reasonable efforts to engage at all times a Redemption and Paying Agent to
perform the duties specified in this Certificate of Designation.

   (h) Securities Depository. The Trust shall maintain settlement of VMTP
Shares in global book-entry form through the Securities Depository.

   (i) Voluntary Bankruptcy. The Trust shall not file a voluntary application
for relief under federal bankruptcy law or any similar application under state
law for so long as the Trust is solvent and does not reasonably foresee
becoming insolvent.

   (j) Applicable Law Restrictions and Requirements. Notwithstanding anything
expressed or implied to the contrary in this Certificate of Designation, all
dividends, redemptions and other payments by the Trust on or in respect of the
VMTP Shares shall be paid only out of funds legally available therefor under
Applicable Law and otherwise in accordance with Applicable Law.

   (k) Information. Without limitation of other provisions of this Certificate
of Designation, the Trust shall deliver, or cause to be delivered by the
Redemption and Paying Agent, to each Holder:

      (i) as promptly as practicable after the preparation and filing thereof
   with the Securities and Exchange Commission, each annual and semi-annual
   report prepared with respect to the Trust, which delivery may be made by
   providing notice of the electronic availability of any such document on a
   public website;

      (ii) notice of any change (including being put on Credit Watch or
   Watchlist), suspension or termination in or of the ratings on any Series of
   VMTP Shares by any Rating Agency then rating the VMTP Shares at the request
   of the Trust as promptly as practicable upon the occurrence thereof, to the
   extent such information is publicly available;

      (iii) notice of any failure to pay in full when due any dividend required
   to be paid by Section 2 of this Certificate of Designation that remains
   uncured for more than three Business Days as soon as reasonably practicable,
   but in no event later than one Business Day after expiration of the
   foregoing grace period;

      (iv) notice of the failure to make any deposit provided for under
   Section 10 of this Certificate of Designation in respect of a properly
   noticed redemption or liquidation as soon as reasonably practicable, but in
   no event, later than two Business Days after discovery of such failure to
   make such deposit, to the extent such information is publicly available;

      (v) notice of any failure to comply with (A) a provision of the Rating
   Agency Guidelines when failure continues for more than five consecutive
   Business Days or (B) the Minimum Asset Coverage that continues for more than
   five consecutive Business Days as soon as reasonably practicable after
   discovery of such failure, but in no event, later than one Business Day
   after the later of (x) the expiration of the foregoing grace period or
   (y) the earlier of (1) the discovery of such failure and (2) information
   confirming such failure becomes publicly available;

      (vi) notice of any change to any investment adviser or sub-adviser of the
   Trust within two Business Days after a resignation or a notice of removal
   has been received from or sent to any investment adviser or sub-adviser;
   provided, however, that this clause shall not apply to personnel changes of
   the investment adviser or sub-adviser, to the extent such information is
   publicly available or not involving any personnel listed as a portfolio
   manager of the Trust in public disclosure of the Trust;

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<PAGE>

      (vii) notice of any proxy solicitation as soon as reasonably practicable,
   but in no event, later than five Business Days after mailing thereof by the
   Trust's proxy agent;

      (viii) notice one Business Day after the occurrence thereof of (A) the
   failure of the Trust to pay the amount due on any senior securities or other
   debt at the time outstanding, and any period of grace or cure with respect
   thereto shall have expired; (B) the failure of the Trust to pay, or
   admitting in writing its inability to pay, its debts generally as they
   become due; or (C) the failure of the Trust to pay accumulated dividends on
   any additional preferred shares of beneficial interest of the Trust ranking
   pari passu with the VMTP Shares, and any period of grace or cure with
   respect thereto shall have expired, in each case, to the extent such
   information is publicly available;

      (ix) notice of the occurrence of any Increased Rate Event and any
   subsequent cure thereof as soon as reasonably practicable, but in no event,
   later than five days after knowledge of senior management of the Trust
   thereof; provided that the Trust shall not be required to disclose the
   reason for such Increased Rate Event unless such information is otherwise
   publicly available;

      (x) notice of any action, suit, proceeding or investigation formally
   commenced or threatened in writing against the Trust or the Investment
   Adviser in any court or before any governmental authority concerning this
   Certificate of Designation, the Declaration of Trust, the VMTP Shares or any
   Related Document, as promptly as practicable, but in no event, later than 10
   Business Days after knowledge of senior management of the Trust thereof, in
   each case, to the extent such information is publicly available;

      (xi) notice not later than three Business Days after each Valuation Date
   if such Valuation Date occurs on or prior to December 31, 2012, and notice
   one Business Day after each Valuation Date if such Valuation Date occurs
   after December 31, 2012, of the Trust's Effective Leverage Ratio, Minimum
   Asset Coverage and balances in the Liquidity Account, in each case, as of
   the close of business on such Valuation Date, which delivery may be made by
   means of posting on a publicly available section of the Trust's website;

      (xii) a report of portfolio holdings of the Trust as of the end of each
   month delivered no later than 15 days after the end of each month; and

      (xiii) when available, publicly available financial statements of the
   Trust's most recent fiscal year-end and the auditors' report with respect
   thereto, which shall present fairly, in all material respects, the financial
   position of the Trust at such date and for such period, in conformity with
   accounting principles generally accepted in the United States of America.

   The Trust shall require the Investment Adviser to inform the Trust as soon
as reasonably practicable after the Investment Adviser's knowledge or discovery
of the occurrence of any of the items set forth in Sections 13(k)(ix) and
13(k)(x) of this Certificate of Designation.

   (l) Tax Status of the Trust. The Trust will maintain its qualification as a
"regulated investment company" within the meaning of Section 851(a) of the Code
and to qualify the dividends made with respect to the VMTP Shares as tax-exempt
dividends to the extent designated by the Trust.

   (m) Maintenance of Existence. At any time the VMTP Shares are outstanding,
the Trust shall maintain its existence as a business trust or statutory trust
under the laws of the state in which it is organized or formed, with requisite
power to issue the VMTP Shares and to perform its obligations under this
Certificate of Designation and each other Related Document to which it is a
party.

   (n) Use of Proceeds. The Trust shall use the gross proceeds from the sale of
VMTP Shares to the Purchaser pursuant to the Purchase Agreement to redeem 100%
of the Trust's outstanding auction market preferred shares ("AMPS") as set
forth in this Section 13(o) and pending such redemption the Trust shall invest
such proceeds in Deposit Securities. The Trust shall give a notice of
redemption of the Trust's outstanding AMPS within two Business Days following
the Closing Date, or, if such date is impracticable pursuant to the governing
documents of

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<PAGE>

the Trust's outstanding AMPS, the earliest practicable date following the
Closing Date pursuant to the governing documents of the Trust's outstanding
AMPS, for redemption of the AMPS at the earliest practicable date pursuant to
the governing documents of the Trust's outstanding AMPS, which date is not be
greater than 60 days from the Closing Date.

   (o) Compliance with Law. At any time the VMTP Shares are outstanding, the
Trust shall comply with all laws, ordinances, orders, rules and regulations
that are applicable to it if the failure to comply could reasonably be expected
to have a material adverse effect on the Trust's ability to comply with its
obligations under this Certificate of Designation, any of the VMTP Shares, and
the other Related Documents to which it is a party.

   (p) Maintenance of Approvals: Filings, Etc. At any time the VMTP Shares are
outstanding, the Trust shall at all times maintain in effect, renew and comply
with all the terms and conditions of all consents, filings, licenses, approvals
and authorizations as are required under any Applicable Law for its performance
of its obligations under this Certificate of Designation and the other Related
Documents to which it is a party, except those as to which the failure to do so
could not reasonably be expected to have a material adverse effect on the
Trust's ability to comply with its obligations under this Certificate of
Designation, the VMTP Shares, and the other Related Documents to which it is a
party.

   (q) 1940 Act Registration. At any time the VMTP Shares are outstanding, the
Trust shall maintain its registration as a closed-end management investment
company under the 1940 Act.

   (r) Compliance with Eligible Assets Definition. At any time the VMTP Shares
are outstanding, the Trust shall maintain policies and procedures that it
believes are reasonably designed to ensure compliance with Section 6(c) of this
Certificate of Designation.

   (s) Access to Information Relating to Compliance with Eligible Assets
Definition. The Trust shall, upon request, provide a Beneficial Owner and such
of its internal and external auditors and inspectors as a Beneficial Owner may
from time to time designate, with reasonable access to publicly available
information and records of the Trust relevant to the Trust's compliance with
Section 6(c) of this Certificate of Designation, but only for the purposes of
internal and external audit.

   (t) Purchase by Affiliates. The Trust shall not, nor shall it permit, or
cause to be permitted, the Investment Adviser, or any account or entity over
which the Trust or the Investment Adviser exercises discretionary authority or
control or any of their respective affiliates (other than by the Trust, in the
case of a redemption permitted by this Certificate of Designation, in
connection with which the VMTP Shares subject to such redemption are to be
cancelled by the Trust upon such redemption) to purchase in the aggregate more
than 25% of the Outstanding VMTP Shares without the prior written consent of a
Majority of the Holders of the VMTP Shares Outstanding, and any such purchases
shall be void ab initio. For the avoidance of doubt, any right of first refusal
to purchase VMTP Shares granted by a Beneficial Owner shall be deemed to be
such prior written consent.

   (u) Audits. The audits of the Trust's financial statements shall be
conducted in accordance with the standards of the Public Company Accounting
Oversight Board (United States).

   (v) Personal Liability. The Declaration of Trust provides that the name
"Invesco Van Kampen California Value Municipal Income Trust" refers to the
trustees under the Declaration of Trust collectively as trustees, but not as
individuals or personally; and no trustee, shareholder, officer, employee or
agent of the Trust shall be held to any personal liability, nor shall resort be
had to their private property for the satisfaction of any obligation or claim
or otherwise in connection with the affairs of the Trust, but the Trust
property only shall be liable.

   (w) Termination. In the event that no VMTP Shares of a Series are
Outstanding, all rights and preferences of the VMTP Shares of such Series
established and designated hereunder shall cease and terminate, and all
obligations of the Trust under this Certificate of Designation with respect to
such Series shall terminate, other than in respect of the payment of and the
right to receive the Redemption Price in accordance with Section 10 of this
Certificate of Designation.

                                      39

<PAGE>

   (x) Actions on Other than Business Days. Unless otherwise provided herein,
if the date for making any payment, performing any act or exercising any right,
in each case as provided for in this Certificate of Designation, is not a
Business Day, such payment shall be made, act performed or right exercised on
the next succeeding Business Day, with the same force and effect as if made or
done on the nominal date provided therefor, and, with respect to any payment so
made, no dividends, interest or other amount shall accrue for the period
between such nominal date and the date of payment.

14.GLOBAL CERTIFICATE.

   At any time prior to the commencement of a Voting Period, (i) all of the
VMTP Shares Outstanding from time to time shall be represented by one or more
global certificates registered in the name of the Securities Depository or its
nominee and countersigned by the Redemption and Paying Agent and (ii) no
registration of transfer of VMTP Shares shall be made on the books of the Trust
to any Person other than the Securities Depository or its nominee.

   The foregoing restriction on registration of transfer shall be conspicuously
noted on the face or back of the certificates of VMTP Shares in such a manner
as to comply with the requirements of Section 8-204 of the Uniform Commercial
Code as in effect in the Commonwealth of Massachusetts, or any successor
provisions.

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<PAGE>

                                                                     APPENDIX A

                                ELIGIBLE ASSETS

On the Date of Original Issue and at all times thereafter that the VMTP Shares
are Outstanding:

1. "Eligible Assets" are defined to consist only of assets that conform to the
   following requirements as of the time of investment:

    A. Debt obligations. The following debt obligations which are not in
       payment default at the time of investment:

       i.     Debt obligations issued by a State, the District of Columbia or
              political subdivision thereof, including, but not limited to,
              limited obligation bonds, revenue bonds, and obligations that
              satisfy the requirements of Section 142(b)(1) of the Code issued
              by or on behalf of one or more States, or any public agency or
              authority of any State, or political subdivision of a State.

       ii.    Debt obligations issued by a U.S. Territory or political
              subdivision thereof, including limited obligation bonds, revenue
              bonds, and obligations that satisfy the requirements of section
              142(b)(1) of the Code issued by or on behalf of one or more U.S.
              Territories, or any public agency or authority of any U.S.
              Territory, or political subdivision of a U.S. Territory, which
              are rated in one of the four highest rating categories
              ("investment grade") by two or more NRSROs, or by one NRSRO if
              rated by only one NRSRO, or by one NRSRO, in the case of debt
              obligations that are Defeased Securities, or are determined by
              the Investment Adviser in good faith application of its internal
              credit rating standards to be the credit equivalent of investment
              grade.

       iii.   Debt obligations of the United States.

       iv.    Debt obligations issued, insured, or guaranteed by a department
              or an agency of the U.S. Government, if the obligation,
              insurance, or guarantee commits the full faith and credit of the
              United States for the repayment of the obligation.

       v.     Debt obligations of the Washington Metropolitan Area Transit
              Authority guaranteed by the Secretary of Transportation under
              Section 9 of the National Capital Transportation Act of 1969.

       vi.    Debt obligations of the Federal Home Loan Banks.

       vii.   Debt obligations, participations or other instruments of or
              issued by the Federal National Mortgage Association or the
              Government National Mortgage Association.

       viii.  Debt obligations which are or ever have been sold by the Federal
              Home Loan Mortgage Corporation pursuant to sections 305 or 306 of
              the Federal Home Loan Mortgage Corporation Act.

       ix.    Debt obligations of any agency named in 12 U.S.C. (S) 24(Seventh)
              as eligible to issue obligations that a national bank may
              underwrite, deal in, purchase and sell for the bank's own
              account, including qualified Canadian government obligations.

       x.     Debt obligations of issuers other than those specified in
              (i) through (ix) above that are rated in one of the three highest
              rating categories by two or more NRSROs, or by one NRSRO if the
              security has been rated by only one NRSRO and that are
              "marketable." For these purposes, an obligation is "marketable"
              if:

                                       1

<PAGE>

           -  it is registered under the Securities Act;

           -  it is offered and sold pursuant to Securities and Exchange
              Commission Rule 144A; 17 CFR 230.144A; or

           -  it can be sold with reasonable promptness at a price that
              corresponds reasonably to its fair value.

     xi.  Certificates or other securities evidencing ownership interests in a
          municipal bond trust structure (generally referred to as a tender
          option bond structure) that invests in (a) debt obligations of the
          types described in (i) or (ii) above or (b) depository receipts
          reflecting ownership interests in accounts holding debt obligations
          of the types described in (i) or (ii) above which with respect to
          both "a" and "b" are rated, or credit enhanced by a third party that
          is rated, in one of the three highest rating categories by two or
          more NRSROs, or by one NRSRO if such debt obligations or depository
          receipts or third party credit enhancement providers have been rated
          by only one NRSRO.

An asset shall not fail to qualify as an Eligible Asset solely by virtue of the
fact that:

           -  it provides for repayment of principal and interest in any form
              including fixed and floating rate, zero interest, capital
              appreciation, discount, leases, and payment in kind; or

           -  it is for long-term or short-term financing purposes.

  B. Derivatives

     i.   Interest rate derivatives;

     ii.  Swaps, futures, forwards, structured notes, options and swaptions
          related to Eligible Assets or on an index related to Eligible Assets;

     iii. Credit default swaps; or

     iv.  Common shares issued by open-end investment companies registered
          under the 1940 Act, swaps, futures, forwards, structured notes,
          options, swaptions, or other derivatives contracts that are designed
          solely to hedge the Trust's obligations under its deferred
          compensation plan, provided, that any such swap, future, forward,
          structured note, option, swaption, or other derivatives contract is
          not itself an equity security or a derivative based on a commodity,
          and may only be settled in cash (any asset under this clause iv, a
          "DEFERRED COMPENSATION HEDGE ASSET"); provided that the Deferred
          Compensation Hedge Assets so acquired do not constitute more than
          0.05% of the Trust's Managed Assets as of the time of investment.

  C. Other Assets

     i.   Securities issued by other investment companies (open- or closed-end
          funds and ETFs) that invest exclusively in Eligible Assets.

     ii.  Cash.

     iii. Repurchase agreements on assets described in A above.

     iv.  Taxable fixed-income securities issued by an issuer described in
          Section 1(A) (a "Permitted Issuer") that are not in default at the
          time of acquisition and that are acquired

                                       2

<PAGE>

          for the purpose of influencing control over such Permitted Issuer (or
          over a creditor group of such Permitted Issuer) the municipal bonds
          of such Permitted Issuer (a) the Trust already owns and (b) which
          have deteriorated or are expected shortly to deteriorate, with the
          expectation that such investment should enable the Trust to better
          maximize the value of its existing investment in the municipal bonds
          of such Permitted Issuer, provided that the taxable fixed-income
          securities of such issuer so acquired do not constitute more than
          0.5% of the Trust's Managed Assets as of the time of investment.

     v.   Any assets received by the Trust from a Permitted Issuer as the
          result of a default by the Permitted Issuer of its obligations under
          a debt obligation of such issuer described in Section 1(A) or of the
          bankruptcy or restructuring of the Permitted Issuer.

2. At any time that VMTP Shares are outstanding, for any investment company the
   securities of which are held by the Trust, other than shares of any money
   market fund, the Trust will provide or make available the following
   information to the Holders within 10 days after the public quarterly release
   of such information and on the Date of Original Issue (for the reporting
   period having ended most recently prior to the closing):

    i.   the identity of the investment company and the CUSIP Number, the
         number of shares owned, as of the end of the prior quarter, and the
         percentage of the investment company's equity represented by the
         Trust's investment, as of the end of the prior quarter;

    ii.  a representation that each such investment company invests solely in
         "Eligible Assets," which representation may be based upon the
         affirmative representation of the underlying investment company's
         investment adviser; and

    iii. the information contained in the most recently released financial
         statements of each such underlying investment company relating to the
         portfolio holdings of each such investment company.

                                       3

<PAGE>

                                                               Sub-Item 77Q1(a)

                             CERTIFICATE OF TRUST
                                      OF
          INVESCO VAN KAMPEN CALIFORNIA VALUE MUNICIPAL INCOME TRUST

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

   1. Name. The name of the trust formed hereby is Invesco Van Kampen
California Value Municipal Income Trust.

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

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

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

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

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

<PAGE>

                                                               Sub-Item 77Q1(a)

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

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

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

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

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

            Colin Meadows     President and Principal Executive Officer

            Sheri Morris      Treasurer and Principal Financial Officer

            John M. Zerr      Secretary and Chief Legal Officer

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

<PAGE>

                                                               Sub-Item 77Q1(a)

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

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

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

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

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

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

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

<PAGE>

                                                               Sub-Item 77Q1(a)

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

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

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

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

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

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

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>7
<FILENAME>dex9977q1e.txt
<DESCRIPTION>EX-99.77Q1
<TEXT>
<PAGE>

                                                                        77Q1(e)

                    MASTER INTERGROUP SUB-ADVISORY CONTRACT

   This contract is made as of August 27, 2012 by and among Invesco Advisers,
Inc. (the "Adviser") and each of Invesco Canada Ltd., Invesco Asset Management
Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management
(Japan) Limited, Invesco Australia Limited, Invesco Hong Kong Limited, and
Invesco Senior Secured Management, Inc. (each a "Sub-Adviser" and,
collectively, the "Sub-Advisers").

   WHEREAS:

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

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

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

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

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

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

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

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

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

      (c) Discretionary Investment Management. If and to the extent requested
   by the Adviser, each Sub-Adviser shall, subject to the supervision of the
   Trust's Board of Trustees (the "Board") and the Adviser, manage all or a
   portion of the investments of the Trust in accordance with the investment
   objectives, policies and limitations provided in the Trust's Registration
   Statement and such other limitations as the Trust or the Adviser may impose
   with respect to the Trust by notice to the applicable Sub-Adviser(s) and
   otherwise in accordance with

<PAGE>

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

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

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

      5. Further Duties.

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

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

      (c) Each Sub-Adviser at its expense will make available to the Board and
   the Adviser at reasonable times its portfolio managers and other appropriate
   personnel, either in person or, at the mutual convenience of the Adviser and
   the Sub-Adviser, by telephone, in order to review the investment policies,
   performance and other investment

                                      2

<PAGE>

   related information regarding the Trust and to consult with the Board and
   the Adviser regarding the Trust's investment affairs, including economic,
   statistical and investment matters related to the Sub-Adviser's duties
   hereunder, and will provide periodic reports to the Adviser relating to the
   investment strategies it employs. Each Sub-Adviser and its personnel shall
   also cooperate fully with counsel and auditors for, and the Chief Compliance
   Officer of, the Adviser and the Trust.

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

      (e) Each Sub-Adviser represents and warrants that it has adopted a code
   of ethics meeting the requirements of Rule 17j-1 under the 1940 Act and the
   requirements of Rule 204A-1 under the Advisers Act and has provided the
   Adviser and the Board a copy of such code of ethics, together with evidence
   of its adoption, and will promptly provide copies of any changes thereto,
   together with evidence of their adoption. Upon request of the Adviser, but
   in any event no less frequently than annually, each Sub-Adviser will supply
   the Adviser a written report that (A) describes any issues arising under the
   code of ethics or procedures since the Sub-Adviser's last report, including
   but not limited to material violations of the code of ethics or procedures
   and sanctions imposed in response to the material violations; and
   (B) certifies that the procedures contained in the Sub-Adviser's code of
   ethics are reasonably designed to prevent "access persons" from violating
   the code of ethics.

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

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

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

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

      7. Use of Subsidiaries and Affiliates. Each Sub-Adviser may perform any
   or all of the services contemplated hereunder, including but not limited to
   providing investment advice to the Trust pursuant to paragraph 2(a) above
   and placing orders for the purchase and sale of portfolio securities or
   other investments for the Trust pursuant to paragraph 2(b) above, directly
   or through such of its subsidiaries or other affiliates, including each of
   the other Sub-Advisers, as such Sub-Adviser shall determine; provided,
   however, that performance of such services

                                      3

<PAGE>

   through such subsidiaries or other affiliates shall have been approved, when
   required by the 1940 Act, by (i) a vote of a majority of the independent
   Trustees who are not parties to this Contract or "interested persons" (as
   defined in the 1940 Act) of a party to this Contract, other than as Board
   members ("Independent Trustees"), cast in person at a meeting called for the
   purpose of voting on such approval, and/or (ii) a vote of a majority of that
   Trust's outstanding voting securities.

      8. Compensation.

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

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

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

      9. Fee Waivers and Expense Limitations. If, for any fiscal year of the
   Trust, the amount of the advisory fee which such Trust would otherwise be
   obligated to pay to the Adviser is reduced because of contractual or
   voluntary fee waivers or expense limitations by the Adviser, the fee payable
   to each Sub-Adviser pursuant to paragraph 8 above shall be reduced
   proportionately; and to the extent that the Adviser reimburses the Trust as
   a result of such expense limitations, such Sub-Adviser shall reimburse the
   Adviser that proportion of such reimbursement payments which the fee payable
   to each Sub-Adviser pursuant to paragraph 8 above bears to the advisory fee
   under this Contract.

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

      11. Duration and Termination.

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

                                      4

<PAGE>

   majority of the Independent Trustees, cast in person at a meeting called for
   the purpose of voting on such approval, and (ii) by vote of a majority of
   the Trust's outstanding voting securities, when required by the 1940 Act.

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

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

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

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

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

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

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

                                      5

<PAGE>

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

                                          INVESCO ADVISERS, INC.

                                          Adviser

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

                                      6

<PAGE>

                                                                        77Q1(e)

<TABLE>
<S>                                             <C>
INVESCO ASSET MANAGEMENT DEUTSCHLAND GMBH       INVESCO ASSET MANAGEMENT LIMITED

Sub-Adviser                                     Sub-Adviser

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

INVESCO ASSET MANAGEMENT (JAPAN) LIMITED        INVESCO AUSTRALIA LIMITED

Sub-Adviser                                     Sub-Adviser

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

INVESCO HONG KONG LIMITED                       INVESCO SENIOR SECURED MANAGEMENT, INC.

Sub-Adviser                                     Sub-Adviser

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

INVESCO CANADA LTD.

Sub-Adviser

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

                                      7

<PAGE>

                                                                        77Q1(e)

                                   EXHIBIT A

                           ADDRESSES OF SUB-ADVISERS

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

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

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

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

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

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

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

                                       8

<PAGE>

                                                               Sub-Item 77Q1(e)

                     MASTER INVESTMENT ADVISORY AGREEMENT

   THIS AGREEMENT is made this 27th day of August, 2012, by and between Invesco
Van Kampen California Value Municipal Income Trust, a Delaware statutory
business trust (the "Trust"), and Invesco Advisers, Inc., a Delaware
corporation (the "Adviser").

                                   RECITALS

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

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

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

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

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

      2. Investment Analysis and Implementation. In carrying out its
   obligations under Section 1 hereof, the Adviser shall:

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

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

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

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

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

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

<PAGE>

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

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

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

      6. Control by Board of Trustees. Any investment program undertaken by the
   Adviser pursuant to this Agreement, as well as any other activities
   undertaken by the Adviser on behalf of the Funds, shall at all times be
   subject to any directives of the Board of Trustees.

      7. Compliance with Applicable Requirements. In carrying out its
   obligations under this Agreement, the Adviser shall at all times conform to:

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

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

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

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

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

      8. Broker-Dealer Relationships. The Adviser is responsible for decisions
   to buy and sell securities for the Trust, broker-dealer selection, and
   negotiation of brokerage commission rates.

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

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

          (c) Subject to such policies as the Board of Trustees may from time
       to time determine, the Adviser shall not be deemed to have acted
       unlawfully or to have breached any duty created by this Agreement or
       otherwise solely by reason of its having caused the Trust to pay a
       broker or dealer that provides brokerage and research services to the
       Adviser an amount of commission for effecting a fund investment
       transaction in excess of the amount of commission another broker or
       dealer would have charged for effecting that transaction, if the Adviser
       determines in good faith that such amount of commission was reasonable
       in relation to the value of

                                       2

<PAGE>

       the brokerage and research services provided by such broker or dealer,
       viewed in terms of either that particular transaction or the Adviser's
       overall responsibilities with respect to the Trust, and to other clients
       of the Adviser as to which the Adviser exercises investment discretion.
       The Adviser is further authorized to allocate the orders placed by it on
       behalf of the Trust to such brokers and dealers who also provide
       research or statistical material, or other services to the Trust, to the
       Adviser, or to any sub-adviser. Such allocation shall be in such amounts
       and proportions as the Adviser shall determine and the Adviser will
       report on said allocations regularly to the Board of Trustees indicating
       the brokers to whom such allocations have been made and the basis
       therefor.

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

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

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

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

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

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

      13. Effective Date, Term and Approval. This Agreement shall become
   effective with respect to the Trust, if approved by the shareholders of the
   Trust, on the date indicated above. If so approved, this Agreement shall

                                       3

<PAGE>

   thereafter continue in force and effect until two years after the date
   indicated above, and may be continued from year to year thereafter, provided
   that the continuation of the Agreement is specifically approved at least
   annually:

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

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

      14. Termination. This Agreement may be terminated as to the Trust at any
   time, without the payment of any penalty, by vote of the Board of Trustees
   or by vote of a majority of the outstanding voting securities of the Trust,
   or by the Adviser, on sixty (60) days' written notice to the other party.
   The notice provided for herein may be waived by the party entitled to
   receipt thereof. This Agreement shall automatically terminate in the event
   of its assignment, the term "assignment" for purposes of this paragraph
   having the meaning defined in Section 2(a)(4) of the 1940 Act.

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

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

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

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

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

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

                                       4

<PAGE>

   IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in duplicate by their respective officers on the day and year first
written above.

                              INVESCO VAN KAMPEN CALIFORNIA VALUE MUNICIPAL
                                              INCOME TRUST
Attest:

/s/ Peter A. Davidson         By:     /s/ John M. Zerr
-----------------------               --------------------------------------
Assistant Secretary           Name:   John M. Zerr
                              Title:  Senior Vice President

(SEAL)

Attest:                                  INVESCO ADVISERS, INC.

/s/ Peter A. Davidson         By:     /s/ John M. Zerr
-----------------------               --------------------------------------
Assistant Secretary           Name:   John M. Zerr
                              Title:  Senior Vice President

(SEAL)

                                       5

<PAGE>

                                  APPENDIX A

                          COMPENSATION TO THE ADVISER

   The Trust shall pay the Adviser, out of its assets, as full compensation for
all services rendered, an advisory fee for the Trust set forth below. Such fee
shall be calculated by applying the following annual rates to the average daily
managed assets of the Trust for the calendar year.

<TABLE>
<CAPTION>
TRUST NAME                                                    ADVISORY FEE RATE
----------                                                  ----------------------
<S>                                                         <C>
Invesco Van Kampen California Value Municipal Income Trust  .55% on managed assets
</TABLE>

"Managed assets" for this purpose means the Trust's net assets, plus assets
attributable to outstanding preferred shares and the amount of any borrowings
incurred for the purpose of leverage (whether or not such borrowed amounts are
reflected in the Trust's financial statements for purposes of generally
accepted accounting principles).

                                       6
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>8
<FILENAME>dex9977q1g.txt
<DESCRIPTION>EX-99.77Q1
<TEXT>
<PAGE>

                                                               Sub-Item 77Q1(g)

                         AGREEMENT AND PLAN OF MERGER

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

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

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

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

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

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

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

<PAGE>

1. DESCRIPTION OF THE MERGERS

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

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

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

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

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

                                     - 2 -

<PAGE>

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

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

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

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

2. VALUATION

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

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

3. CLOSING AND CLOSING DATE

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

                                     - 3 -

<PAGE>

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

   3.2. With respect to each Merger:

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

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

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

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

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

                                     - 4 -

<PAGE>

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

4. REPRESENTATIONS AND WARRANTIES

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

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

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

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

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

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

                                     - 5 -

<PAGE>

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

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

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

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

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

                                     - 6 -

<PAGE>

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

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

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

                                     - 7 -

<PAGE>

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

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

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

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

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

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

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

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

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

                                     - 8 -

<PAGE>

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

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

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

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

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

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

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

                                     - 9 -

<PAGE>

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

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

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

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

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

                                    - 10 -

<PAGE>

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

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

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

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

5. COVENANTS OF THE SURVIVING FUND AND THE MERGING FUND

   5.1. With respect to each Merger:

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

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

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

                                    - 11 -

<PAGE>

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

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

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

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

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

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

                                    - 12 -

<PAGE>

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

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

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

6. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE MERGING FUND

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

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

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

                                    - 13 -

<PAGE>

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

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

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

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

7. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SURVIVING FUND

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

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

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

                                    - 14 -

<PAGE>

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

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

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

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

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

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

   8.1. The Agreement shall have been approved by the requisite vote of the
holders of the outstanding Common Shares and Preferred Shares of each Fund, as
set forth in the N-14 Registration Statement. Notwithstanding anything herein
to the contrary, neither the Merging Fund nor the Surviving Fund may waive the
conditions set forth in this Section 8.1;

                                    - 15 -

<PAGE>

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

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

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

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

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

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

9. FEES AND EXPENSES

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

                                    - 16 -

<PAGE>

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

10. FINAL TAX RETURNS AND FORMS 1099 OF MERGING FUND

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

11. ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES AND COVENANTS

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

12. TERMINATION

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

13. AMENDMENTS

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

                                    - 17 -

<PAGE>

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

   14.1. The Article and Section headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

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

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

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

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

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

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

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

                                    - 18 -

<PAGE>

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

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

                                    - 19 -

<PAGE>

                                                               Sub-Item 77Q1(g)

                                   EXHIBIT A

                               CHART OF MERGERS

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

<PAGE>

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

                                    - 21 -

<PAGE>

SCHEDULE 8.5

                                  TAX OPINION

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

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

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

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

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

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

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

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

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

   (x) For purposes of Section 381 of the Code, the Surviving Fund will succeed
to and take into account, as of the date of the transfer as defined in
Section 1.381(b)-1(b) of the income tax regulations issued by the United States
Department of the Treasury (the "Income Tax Regulations"), the items of the
Merging Fund described in Section 381(c) of the Code, subject to the conditions
and limitations specified in Sections 381, 382, 383 and 384 of the Code and the
Income Tax Regulations thereunder.

                                    - 22 -

<PAGE>

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

                                    - 23 -

<PAGE>

SCHEDULE 8.6

                            PREFERRED SHARE OPINION

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

                                    - 24 -
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
