<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

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                               TABLE OF CONTENTS

<TABLE>
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<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>

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<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

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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 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

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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 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

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<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

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<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.

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<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>
