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<TYPE>EX-99.77Q1 OTHR EXHB
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<FILENAME>dex9977q1a.txt
<DESCRIPTION>EX-99.77Q1
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                                                               Sub-Item 77Q1(a)

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

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

                                   ARTICLE I
                                    OFFICES

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

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

                                  ARTICLE II
                                   TRUSTEES

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

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

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

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

<PAGE>

committee members present at any meeting at which there is a quorum shall be
the act of the Board of Trustees or such committee or sub-committee, as
applicable, except as may be otherwise specifically provided by applicable law
or by the Governing Instrument. If a quorum shall not be present at any meeting
of the Board of Trustees or any committee or sub-committee thereof, the
Trustees, committee members or sub-committee members, as applicable, present
thereat may adjourn such meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.

   Section 5. Designation, Powers, and Names of Committees; Sub-Committees;
Committee Charters. Subject to Section 4.3 of the Agreement, the Board of
Trustees may, by resolution passed by a majority of the whole Board, designate
one or more committees, including ad hoc committees to address specified
issues, each of which may, if deemed advisable by the Board of Trustees, have a
written Charter. Each committee shall consist of two or more of the Trustees of
the Trust. The Board may designate one or more Trustees as alternate members of
any committee, who may replace any absent or disqualified member at any meeting
of such committee. Each committee, other than ad hoc committees, shall have a
written charter governing its membership, duties and operations, and the Board
shall designate the powers of each such committee in its charter. Each
committee, to the extent provided in the resolution and/or in such committee's
charter, if applicable, shall have and may exercise the powers of the Board of
Trustees in the management of the business and affairs of the Trust; provided,
however, that in the absence or disqualification of any member of such
committee or committees, the member or members thereof present at any meeting
and not disqualified from voting, whether or not such members constitute a
quorum, may unanimously appoint another member of the Board of Trustees to act
at the meeting in the place of any such absent or disqualified member. Any
committee or committees shall have such name or names as may be determined from
time to time by resolution adopted by the Board of Trustees and/or as set forth
in the written charter of such committee or committees, if applicable. The
Board of Trustees may terminate any such committee at its discretion. Subject
to Section 4.3 of the Agreement, the Board of Trustees may, by resolution
passed by a majority of the whole Board, establish one or more sub-committees
of any committee, and the membership, duties and operations of each such
sub-committee shall be set forth in the written charter of the applicable
committee.

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

                                      2

<PAGE>

                                  ARTICLE III
                                   OFFICERS

   Section 1. Executive Officers. The executive officers shall include a
Principal Executive Officer, a President, one or more Vice Presidents, which
may include one or more Executive Vice Presidents and/or Senior Vice Presidents
(the number thereof to be determined by the Board of Trustees), a Principal
Financial Officer, a Chief Legal Officer, a Chief Compliance Officer, a
Treasurer, a Secretary and an Anti-Money Laundering Compliance Officer. The
Board of Trustees may also in its discretion appoint Assistant Vice Presidents,
Assistant Secretaries, Assistant Treasurers, and other officers, agents and
employees, who shall have such authority and perform such duties as the Board
may determine. The Board of Trustees may fill any vacancy that may occur in any
office. Any two offices, except for those of President and Vice President, may
be held by the same person, but no officer shall execute, acknowledge or verify
any instrument on behalf of the Trust in more than one capacity, if such
instrument is required by law or by these Bylaws to be executed, acknowledged
or verified by two or more officers.

   Section 2. Term of Office. Unless otherwise specifically determined by the
Board of Trustees, the officers shall serve at the pleasure of the Board of
Trustees. If the Board of Trustees in its judgment finds that the best
interests of the Trust will be served, the Board of Trustees may remove any
officer of the Trust at any time with or without cause. The Trustees may
delegate this power to the President (without supervision by the Trustees) with
respect to any other officer. Such removal shall be without prejudice to the
contract rights, if any, of the person so removed. Any officer may resign from
office at any time by delivering a written resignation to the Trustees or the
President. Unless otherwise specified therein, such resignation shall take
effect upon delivery.

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

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

   Section 5. Principal Financial Officer. The Principal Financial Officer, who
shall also have a title of at least Vice President, shall be the chief
financial officer of the Trust and shall generally manage the financial affairs
of the Trust. The Principal Financial Officer shall be responsible for making
the certifications required of the Trust's principal financial officer by

                                      3

<PAGE>

Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, as amended, and the
rules promulgated thereunder.

   Section 6. Chief Legal Officer. The Chief Legal Officer, who shall also have
a title of at least Senior Vice President, shall generally manage the legal
affairs of the Trust. The Chief Legal Officer shall be responsible for
receiving up-the-ladder reports within the Trust of any evidence of material
violations of securities laws or breaches of fiduciary duty or similar
violations by the Trust, as required by Section 307 of the Sarbanes-Oxley Act
of 2002, as amended, and the rules promulgated thereunder.

   Section 7. Chief Compliance Officer. The Chief Compliance Officer, who shall
also have a title of at least Senior Vice President, shall be responsible for
administering the Trust's policies and procedures adopted pursuant to Rule
38a-1(a)(1) under the 1940 Act.

   Section 8. Treasurer. The Treasurer shall have the care and custody of the
funds and securities of the Trust and shall deposit the same in the name of the
Trust in such bank or banks or other depositories, subject to withdrawal in
such manner as these Bylaws or the Board of Trustees may determine. The
Treasurer shall, if required by the Board of Trustees, give such bond for the
faithful discharge of duties in such form as the Board of Trustees may require.

   Section 9. Secretary. The Secretary shall (a) have custody of the seal of
the Trust, if any; (b) if requested, attend meetings of the Shareholders, the
Board of Trustees, and any committees or sub-committees of Trustees; (c) keep
or cause to be kept the minutes of all meetings of Shareholders, the Board of
Trustees and any committees or sub-committees thereof; and (d) issue all
notices of the Trust. The Secretary shall have charge of the Shareholder
records and such other books and papers as the Board may direct, and shall
perform such other duties as may be incidental to the office or which are
assigned by the Board of Trustees.

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

   Section 11. Assistant Officers. Assistant officers, which may include one or
more Assistant Vice Presidents, Assistant Secretaries and Assistant Treasurers,
shall perform such functions and have such responsibilities as the Board of
Trustees may assign to them or, to the extent not so assigned, by the
President, Vice President(s), Secretary or Treasurer, as applicable.

   Section 12. Surety Bond. The Trustees may require any officer or agent of
the Trust to execute a bond (including, without limitation, any bond required
by the 1940 Act and the rules and regulations of the Commission) to the Trust
in such sum and with such surety or sureties as the Trustees may determine,
conditioned upon the faithful performance of his or her duties to the Trust,
including responsibility for negligence and for the accounting of any of the
Trust's property, funds, or securities that may come into his or her hands.

   Section 13. Authorized Signatories. Unless a specific officer is otherwise
designated in these Bylaws or in a resolution adopted by the Board of Trustees,
the proper officers of the Trust for executing agreements, documents and
instruments other than Internal Revenue Service forms shall be the Principal
Executive Officer, the President, any Vice President, the

                                      4

<PAGE>

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

                                  ARTICLE IV
                           MEETINGS OF SHAREHOLDERS

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

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

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

   Section 4. Special Meetings. Special meetings of the Shareholders, for any
purpose or purposes, unless otherwise prescribed by applicable law or by the
Agreement, may be called by the Chair or by a majority of the Trustees. For the
avoidance of doubt, Shareholders shall have no power to call special meetings
of Shareholders.

   Section 5. Conduct of Meeting. Business transacted at any meeting of
Shareholders shall be limited to (a) the purpose stated in the notice, (b) such
other matters as are permitted to

                                      5

<PAGE>

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

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

   Section 7. Organization of Meetings.

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

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

   Section 8. Voting Standard. When a quorum is present at any meeting, the
vote of the Shares as set forth in the Agreement shall decide any question
brought before such meeting, unless a different vote is required by the express
provision of applicable law, the Governing Instrument or applicable contract,
in which case such express provision shall govern and control the decision of
such question. Where a separate vote by classes is required, the preceding
sentence shall apply to such separate votes by classes.

   Section 9. Voting Procedure. Each Record Owner as of the record date
established pursuant to Section 13 of this Article IV shall be entitled to one
vote for each whole Share and a

                                      6

<PAGE>

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

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

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

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

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

   Section 14. Adjournments.

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

       (b) A meeting of Shareholders may be adjourned from time to time without
further notice to Shareholders to a date not more than 120 days after the
original meeting date. A meeting of Shareholders may not be adjourned for more
than 120 days after the original

                                      7

<PAGE>

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

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

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

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

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

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

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

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

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

       (d) If and only if the annual meeting is not scheduled to be held within
a period that commences thirty (30) days before such anniversary date and ends
thirty (30) days after such anniversary date (an annual meeting date outside
such period being referred to herein as an "Other Annual Meeting Date"), such
Shareholder Notice shall be given in the manner

                                      8

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

          (2) A representation whether the Shareholder or the beneficial owner,
   if any, intends or is part of a group which intends to solicit proxies from
   Shareholders in support of such proposal or nomination;

          (3) Any other information relating to such Shareholder and such
   beneficial owner that would be required to be disclosed in a proxy statement
   or other

                                      10

<PAGE>

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

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

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

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

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

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

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

       (i) A Shareholder providing notice of any nomination or other business
proposed to be brought before an annual meeting of Shareholders shall further
update and supplement such notice, if necessary, so that the information
provided or required to be provided in the notice of the annual meeting
delivered pursuant to Section 3 of this Article shall be true and correct as of
the record date for determining the Record Owners entitled to receive notice of
the annual meeting of Shareholders and such update and supplement shall be
received by the Secretary at the principal executive offices of the Trust not
later than five (5) business days before the record date for determining the
Shareholders entitled to receive notice of the annual meeting of Record Owners.

                                      11

<PAGE>

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

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

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

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

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

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

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

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

       (m) In the event the Trust calls a special meeting of Shareholders for
the purpose of electing one or more Trustees to the Board of Trustees, any
Record Owner or Nominee Holder, meeting the requirements of Section 15(l)(3)
above, may nominate a person or persons (as the case may be), for election to
such position(s) as specified in the Trust's notice of meeting, if the
appropriate Shareholder Notice shall be delivered to the Secretary of the Trust
at the principal executive office of the Trust not later than the close of
business on the tenth (10th) day following the day on which the date of the
special meeting and of the nominees proposed by the Board of Trustees to be
elected at such meeting is publicly announced or disclosed.

                                      12

<PAGE>

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

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

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

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

                                   ARTICLE V
                                    NOTICES

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

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

                                  ARTICLE VI
                   UNCERTIFICATED SHARES AND SHARE OWNERSHIP

   Section 1. Uncertificated Shares. Except as otherwise required by applicable
law, the rules of any exchange on which the Trust is listed or the Governing
Instrument, the Trust

                                      13

<PAGE>

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

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

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

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

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

                                  ARTICLE VII
                              GENERAL PROVISIONS

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

   Section 2. Severability. The provisions of these Bylaws are severable. If
any provision hereof shall be held invalid or unenforceable in any
jurisdiction, such invalidity or

                                      14

<PAGE>

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

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

                                 ARTICLE VIII
                                INDEMNIFICATION

   Section 1. Indemnification.

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

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

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

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

   Section 2. Advance Payment of Indemnification Expenses. To the maximum
extent permitted by law, the Trust shall advance to any person who was or is a
party or is threatened to be made a party to, or is involved as a witness in,
any proceeding by reason of the fact that such person is or was a Trustee or
officer of the Trust the expenses actually and reasonably incurred by such
person in connection with the defense of such proceeding in advance of its

                                      15

<PAGE>

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

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

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

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

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

                                      16

<PAGE>

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

   Section 5. Claims.

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

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

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

                                  ARTICLE IX
                                  AMENDMENTS

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

                                      17

<PAGE>

                                                               Sub-Item 77Q1(a)

            AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST

                                      OF

          INVESCO VAN KAMPEN CALIFORNIA VALUE MUNICIPAL INCOME TRUST

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

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

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

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

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

       NOW, THEREFORE, the Trustees hereby declare that:

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

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

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

                                   ARTICLE I
              NAME, DEFINITIONS, PURPOSE AND CERTIFICATE OF TRUST

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

                                      -1-

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

                                      -2-

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

                                      -3-

<PAGE>

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

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

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

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

                                  ARTICLE II
                         SHARES OF BENEFICIAL INTEREST

   Section 2.1 Shares of Beneficial Interest.

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

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

                                      -4-

<PAGE>

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

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

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

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

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

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

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

                                      -5-

<PAGE>

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

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

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

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

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

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

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

                                      -6-

<PAGE>

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

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

                                  ARTICLE III
                                 THE TRUSTEES

   Section 3.1 Management of the Trust.

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

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

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

   Section 3.2 Number of Trustees. The Board shall consist of such number of
trustees as shall be fixed from time to time by a majority of the Trustees;
provided, however, that the number of trustees shall in no event be less than
two (2) nor more than eleven (11); and provided further that the number of
trustees shall be increased automatically to such number as is required to
effectuate Section 3.4(b). The natural persons who have executed this Agreement
shall be the Trustees as of the date hereof.

                                      -7-

<PAGE>

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

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

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

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

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

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

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

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

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

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

                                      -8-

<PAGE>

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

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

   Section 3.4 Election, Vacancies and Appointment of Trustees.

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

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

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

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

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

                                      -9-

<PAGE>

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

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

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

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

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

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

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

                                     -10-

<PAGE>

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

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

                                  ARTICLE IV
                            POWERS OF THE TRUSTEES

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

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

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

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

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

                                     -11-

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

                                     -12-

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

                                     -13-

<PAGE>

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

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

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

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

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

                                     -14-

<PAGE>

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

                                   ARTICLE V
                 INVESTMENT ADVISER, PRINCIPAL UNDERWRITER AND
                                TRANSFER AGENT

   Section 5.1 Investment Adviser.

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

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

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

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

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

                                     -15-

<PAGE>

                                  ARTICLE VI
                    SHAREHOLDERS' VOTING POWERS AND MEETING

   Section 6.1 Voting Powers.

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

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

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

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

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

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

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

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

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

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

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

                                     -16-

<PAGE>

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

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

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

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

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

                                  ARTICLE VII
                         DISTRIBUTIONS AND REPURCHASES

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

                                     -17-

<PAGE>

   Section 7.2 Repurchase of Shares With Shareholder Consent.

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

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

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

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

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

                                 ARTICLE VIII
                  LIMITATION OF LIABILITY AND INDEMNIFICATION

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

                                     -18-

<PAGE>

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

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

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

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

                                  ARTICLE IX
                             CERTAIN TRANSACTIONS

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

                                     -19-

<PAGE>

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

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

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

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

       (2)  Collect its assets;

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

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

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

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

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

                                     -20-

<PAGE>

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

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

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

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

   Section 9.3 Merger or Consolidation; Conversion; Reorganization.

   (a) Merger or Consolidation.

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

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

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

   (b) Conversion.

       (1)  The Board of Trustees may cause:

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

                                     -21-

<PAGE>

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

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

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

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

   (c) Reorganization.

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

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

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

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

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

                                     -22-

<PAGE>

   Section 9.5 Principal Shareholder Transactions.

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

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

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

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

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

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

                                     -23-

<PAGE>

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

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

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

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

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

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

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

                                   ARTICLE X
                                 MISCELLANEOUS

   Section 10.1 Trust Not a Partnership; Taxation.

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

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

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

                                     -24-

<PAGE>

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

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

   Section 10.4 Governing Law.

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

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

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

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

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

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

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

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

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

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

                                     -25-

<PAGE>

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

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

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

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

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

                                     -26-

<PAGE>

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

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

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

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

                                     -27-

<PAGE>

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

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

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

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

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

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

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

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

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

                                     -28-

<PAGE>

                                                                        77Q1(a)

                       AMENDMENT TO DECLARATION OF TRUST

                                      for

          INVESCO VAN KAMPEN CALIFORNIA VALUE MUNICIPAL INCOME TRUST

                                  CERTIFICATE

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

                                          Dated this 14th day of May, 2012

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

                                       1

<PAGE>

                               TABLE OF CONTENTS

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

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

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

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

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

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

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

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

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

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

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

<PAGE>

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

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

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

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

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

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

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

<PAGE>

          INVESCO VAN KAMPEN CALIFORNIA VALUE MUNICIPAL INCOME TRUST

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

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

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

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

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

                                  DESIGNATION

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

                                  DEFINITIONS

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

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

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

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

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

   "CLOSING DATE" means May 15, 2012.

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

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

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

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

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

                                       5

<PAGE>

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

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

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

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

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

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

   (1) cash or any cash equivalent;

   (2) any U.S. Government Security;

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

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

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

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

                                       6

<PAGE>

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

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

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

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

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

   "EFFECTIVE LEVERAGE RATIO" means the quotient of:

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

   divided by

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

                                       7

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

                                       8

<PAGE>

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

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

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

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

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

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

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

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

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

                                       9

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

                                      10

<PAGE>

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

   "MANAGED ASSETS" means the Trust's total assets (including any assets
attributable to money borrowed for investment purposes) minus the sum of the
Trust's accrued liabilities (other than money borrowed for investment
purposes). For the avoidance of doubt, assets attributable to money borrowed
for investment purposes includes the portion of the Trust's assets in a tender
option bond trust of which the Trust owns the residual interest (without regard
to the value of the residual interest to avoid double counting).

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

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

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

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

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

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

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

   "MOODY'S GUIDELINES" means the guidelines applicable to Moody's then current
ratings of VMTP Shares provided by Moody's in connection with Moody's ratings
of a Series of VMTP Shares at the request of the Trust (a copy of which is
available to Holders on request to the Trust), in effect on the date hereof and
as may be amended

                                      11

<PAGE>

from time to time, provided, however that any such amendment will not be
effective for thirty (30) days from the date that Moody's provides final notice
of such amendment to the Trust or such earlier date as the Trust may elect.

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

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

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

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

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

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

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

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

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

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

                                      12

<PAGE>

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

   "PERMITTED ISSUER" shall have the meaning set forth in Appendix A of this
Certificate of Designation.

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

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

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

   "PURCHASER" means the purchaser on the Date of Original Issue as set forth
in the Purchase Agreement.

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

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

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

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

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

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

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

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

                                      13

<PAGE>

annum in such table directly below the percentage per annum set forth opposite
the lowest applicable credit rating most recently assigned to such Series by
any Rating Agency in such table prior to such Rate Determination Date.

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

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

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

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

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

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

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

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

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<PAGE>

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

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

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

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

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

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

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

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

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

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

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

   "SEC" means the Securities and Exchange Commission.

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

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

   "SERIES" shall have the meaning as set forth in the Recitals of this
Certificate of Designation.

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

   "SIFMA" shall have the meaning as set forth in the Recitals of this
Certificate of Designation.

                                      15

<PAGE>

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

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

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

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

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

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

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

   "TRUST" shall have the meaning as set forth in the Recitals of this
Certificate of Designation.

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

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

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

   "VMTP SHARES" shall have the meaning as set forth in the Recitals of this
Certificate of Designation.

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

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

   The headings preceding the text of Sections included in this Certificate of
Designation are for convenience only and shall not be deemed part of this
Certificate of Designation or be given any effect in interpreting this
Certificate of Designation. The use of the masculine, feminine or neuter gender
or the singular or plural form of words herein shall not limit any provision of
this Certificate of Designation. The use of the terms "including" or "include"
shall in all cases herein mean "including, without limitation" or "include,
without limitation," respectively. Reference to any Person includes such
Person's successors and assigns to the extent such successors and assigns are
permitted by the terms of any applicable agreement, and reference to a Person
in a particular capacity excludes such

                                      16

<PAGE>

Person in any other capacity or individually. Reference to any agreement
(including this Certificate of Designation), document or instrument means such
agreement, document or instrument as amended or modified and in effect from
time to time in accordance with the terms thereof and, if applicable, the terms
hereof. Except as otherwise expressly set forth herein, reference to any law
means such law as amended, modified, codified, replaced or re-enacted, in whole
or in part, including rules, regulations and enforcement procedures.

                                      17

<PAGE>

                                     TERMS

1. NUMBER OF AUTHORIZED SHARES.

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

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

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

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

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

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

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

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<PAGE>

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

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

2. DIVIDENDS.

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

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

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

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

   (e) Applicable Rates and Calculation of Dividends.

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

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<PAGE>

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

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

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

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

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

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

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

                                      20

<PAGE>

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

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

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

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

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

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

4. VOTING RIGHTS.

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

   (b) Voting for Additional Trustees.

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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).

                                      22

<PAGE>

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

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

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

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

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

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

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

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

                                      23

<PAGE>

5. AMENDMENTS AND RATING AGENCIES.

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

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

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

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

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

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

                                      24

<PAGE>

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

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

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

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

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

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

                                      25

<PAGE>

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

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

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

6. MINIMUM ASSET COVERAGE AND OTHER FINANCIAL REQUIREMENTS.

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

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

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

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

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

                                      26

<PAGE>

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

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

7. BASIC MAINTENANCE AMOUNT.

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

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

8. RESTRICTIONS ON DIVIDENDS AND OTHER DISTRIBUTIONS.

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

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

                                      27

<PAGE>

asset coverage as may in the future be specified in or under the 1940 Act as
the minimum asset coverage for senior securities which are shares of stock of a
closed-end investment company as a condition of declaring dividends on its
common shares or stock) after deducting the amount of such dividend or
distribution or the price or other amount paid in respect of such purchase or
acquisition, as the case may be.

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

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

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

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<PAGE>

10.  REDEMPTION.

   (a)  Optional Redemption.

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

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

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

   (b)  Term/Mandatory Redemption.

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

                                      29

<PAGE>

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

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

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<PAGE>

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

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

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<PAGE>

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

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

           Number of Months                   Value of Deposit Securities
Preceding Month of Term Redemption Date as Percentage of Term Redemption Amount
--------------------------------------- ---------------------------------------
                   5                                      20%
                   4                                      40%
                   3                                      60%
                   2                                      80%
                   1                                     100%

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

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

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

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<PAGE>

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

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

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

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

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

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<PAGE>

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

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

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

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

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

                                      34

<PAGE>

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

11.  LIQUIDATION RIGHTS.

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

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

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

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

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

   (f) Definition of Liabilities. For the avoidance of doubt, for purposes of
Section 9.2 of the Declaration of Trust, "liabilities" of the Trust shall
include all claims and obligations, including all contingent, conditional, or
unmatured claims and obligations known to the Trust, all claims and obligations
which are known to the Trust, but for which the identity of the claimant is
unknown, and all claims and obligations that have not been

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<PAGE>

made known to the Trust or that have not arisen but, based on the facts known
to the Trust, are likely to arise or to become known to the Trust within 10
years after the date of dissolution.

12.  TRANSFERS.

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

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

13.  MISCELLANEOUS.

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

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

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

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

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

                                      36

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

                                      37

<PAGE>

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

      (viii) notice one Business Day after the occurrence thereof of (A) the
   failure of the Trust to pay the amount due on any senior securities or other
   debt at the time outstanding, and any period of grace or cure with respect
   thereto shall have expired; (B) the failure of the Trust to pay, or
   admitting in writing its inability to pay, its debts generally as they
   become due; or (C) the failure of the Trust to pay accumulated dividends on
   any additional preferred shares of beneficial interest of the Trust ranking
   pari passu with the VMTP Shares, and any period of grace or cure with
   respect thereto shall have expired, in each case, to the extent such
   information is publicly available;

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

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

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

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

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

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

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

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

   (n) Use of Proceeds. The Trust shall use the gross proceeds from the sale of
VMTP Shares to the Purchaser pursuant to the Purchase Agreement to redeem 100%
of the Trust's outstanding auction market preferred shares ("AMPS") as set
forth in this Section 13(o) and pending such redemption the Trust shall invest
such proceeds in Deposit Securities. The Trust shall give a notice of
redemption of the Trust's outstanding AMPS within two Business Days following
the Closing Date, or, if such date is impracticable pursuant to the governing
documents of

                                      38

<PAGE>

the Trust's outstanding AMPS, the earliest practicable date following the
Closing Date pursuant to the governing documents of the Trust's outstanding
AMPS, for redemption of the AMPS at the earliest practicable date pursuant to
the governing documents of the Trust's outstanding AMPS, which date is not be
greater than 60 days from the Closing Date.

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

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

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

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

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

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

   (u) Audits. The audits of the Trust's financial statements shall be
conducted in accordance with the standards of the Public Company Accounting
Oversight Board (United States).

   (v) Personal Liability. The Declaration of Trust provides that the name
"Invesco Van Kampen California Value Municipal Income Trust" refers to the
trustees under the Declaration of Trust collectively as trustees, but not as
individuals or personally; and no trustee, shareholder, officer, employee or
agent of the Trust shall be held to any personal liability, nor shall resort be
had to their private property for the satisfaction of any obligation or claim
or otherwise in connection with the affairs of the Trust, but the Trust
property only shall be liable.

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

                                      39

<PAGE>

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

14.GLOBAL CERTIFICATE.

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

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

                                      40

<PAGE>

                                                                     APPENDIX A

                                ELIGIBLE ASSETS

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

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

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

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

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

       iii.   Debt obligations of the United States.

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

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

       vi.    Debt obligations of the Federal Home Loan Banks.

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

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

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

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

                                       1

<PAGE>

           -  it is registered under the Securities Act;

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

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

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

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

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

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

  B. Derivatives

     i.   Interest rate derivatives;

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

     iii. Credit default swaps; or

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

  C. Other Assets

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

     ii.  Cash.

     iii. Repurchase agreements on assets described in A above.

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

                                       2

<PAGE>

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

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

2. At any time that VMTP Shares are outstanding, for any investment company the
   securities of which are held by the Trust, other than shares of any money
   market fund, the Trust will provide or make available the following
   information to the Holders within 10 days after the public quarterly release
   of such information and on the Date of Original Issue (for the reporting
   period having ended most recently prior to the closing):

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

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

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

                                       3

<PAGE>

                                                               Sub-Item 77Q1(a)

                             CERTIFICATE OF TRUST
                                      OF
          INVESCO VAN KAMPEN CALIFORNIA VALUE MUNICIPAL INCOME TRUST

   This Certificate of Trust of Invesco Van Kampen California Value Municipal
Income Trust (the "Trust"), is being duly executed and filed on behalf of the
Trust by the undersigned, as trustee, to form a statutory trust under the
Delaware Statutory Trust Act (12 Del. C. Section 3801 et seq.) (the "Act").

   1. Name. The name of the trust formed hereby is Invesco Van Kampen
California Value Municipal Income Trust.

   2. Registered Office; Registered Agent. The business address of the Trust's
registered office in the State of Delaware is 1209 Orange Street, Wilmington,
DE 19801, New Castle County. The name of the Trust's registered agent at such
address is The Corporation Trust Company.

   3. Investment Company. The Trust will be a registered investment company
under the Investment Company Act of 1940, as amended.

   4. Effective Date. This Certificate of Trust shall be effective upon filing.

   IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of
Trust in accordance with Section 3811(a)(1) of the Act.

                                                  /s/ John M. Zerr
                                                  ------------------------------
                                                  Name: John M. Zerr
                                                  Title: Trustee

<PAGE>

                                                               Sub-Item 77Q1(a)

       DECLARATION OF TRUST, dated as of March 27, 2012, by the individual
trustee identified on the signature page hereto (the "Trustee"). The Trustee
hereby agrees as follows:

       1. The trust created hereby (the "Trust") shall be known as "Invesco Van
Kampen California Value Municipal Income Trust" in which name the Trustee may
conduct the business of the Trust, make and execute contracts, and sue and be
sued.

       2. The Trustee hereby declares that he will hold the trust estate in
trust for such persons as are or may become entitled to a beneficial interest
in the trust estate. It is the intention of the parties hereto that the Trust
created hereby constitute a statutory trust under Chapter 38 of Title 12 of the
Delaware Code, 12 Del. Code (S) 3801 et seq., and that this document
constitutes the governing instrument of the Trust. The Trustee is hereby
authorized and directed to execute and file a certificate of trust in the
office of the Secretary of State of the State of Delaware. The Trust is hereby
established by the Trustee for the purpose of becoming a registered investment
company under the Investment Company Act of 1940, as amended (the "1940 Act"),
and engaging in such other activities as are necessary, convenient or
incidental thereto.

       3. The Trustee intends to enter into an amended and restated Agreement
and Declaration of Trust and to appoint additional trustees thereunder to
provide for the contemplated operation of the Trust created hereby. Prior to
the execution and delivery of such amended and restated Agreement and
Declaration of Trust, the Trustee shall not have any duty or obligation
hereunder or with respect to the trust estate, except as required by law.

       4. The following persons be, and they hereby are, elected to the offices
listed opposite their names, each to serve (a) until the first meeting of the
Board of Trustees and until his successor shall have been elected and shall
have qualified, (b) until his death or (c) until he shall have resigned or have
been removed by the Trustee:

            Colin Meadows     President and Principal Executive Officer

            Sheri Morris      Treasurer and Principal Financial Officer

            John M. Zerr      Secretary and Chief Legal Officer

       5. The Trustee and the officers of the Trust are hereby authorized:
(i) to prepare and file with the Securities and Exchange Commission (the
"Commission") and execute, in each case on behalf of the Trust, (a) a
Registration Statement on Form 8-A (including any pre-effective or
post-effective amendments thereto) relating to the registration of the
securities of the Trust under Section 12(b) of the Securities Exchange Act of
1934, as amended (the "1934 Act"), (b) the Notification of Registration on
Form N-8A relating to the registration of the Trust under the 1940 Act, and
(c) any additional filing, request, report or application or amendment thereto
with the Commission that may be required from time to time under the 1940 Act,
the Securities Act of 1933, as amended (the "1933 Act") or the 1934 Act, and
the rules and regulations promulgated thereunder; (ii) to prepare, execute and
file, in each case on behalf of the Trust, such applications, reports, surety
bonds, irrevocable consents, appointments of attorney for service of process
and other papers and documents as shall be necessary or desirable to register
the securities of the Trust under the securities or "blue sky" laws of such
jurisdictions as the

<PAGE>

                                                               Sub-Item 77Q1(a)

Trustee and officers may deem necessary or desirable; (iii) to negotiate the
terms of, and execute on behalf of the Trust, such investment advisory
agreements and other contracts among the Trust and any other persons relating
to the operation of the Trust or the issuance of the securities of the Trust,
satisfactory to each such party and (iv) to make any and all necessary filings
and to take any and all actions, including, without limitation, the execution
and delivery of any and all documents, amendments, certificates or other
instruments, that they, together with and upon the advice of counsel, shall
deem necessary or advisable to conduct the business of the Trust, such
determination to be conclusively evidenced by the taking of such actions and
steps and the execution and delivery of such documents, amendments,
certificates or other instruments.

       6. The number of Trustees initially shall be one (1) and thereafter the
number of Trustees shall be such number as shall be fixed in an amended and
restated Agreement and Declaration of Trust. The sole Trustee may resign upon
acceptance of the trusts by the additional trustees appointed by the sole
Trustee.

       7. (a) The Trustees and the officers of the Trust (the "Fiduciary
Indemnified Persons") shall not be liable, responsible or accountable in
damages or otherwise to the Trust, the Trustees or any holder of the Trust's
securities (the Trust and any holder of the Trust's securities being a "Covered
Person") for any loss, damage or claim incurred by reason of any act or
omission performed or omitted by the Fiduciary Indemnified Persons in good
faith on behalf of the Trust and in a manner the Fiduciary Indemnified Persons
reasonably believed to be within the scope of authority conferred on the
Fiduciary Indemnified Persons by this Declaration of Trust or by law, except
that the Fiduciary Indemnified Persons shall be liable for any such loss,
damage or claim incurred by reason of the Fiduciary Indemnified Person's gross
negligence or willful misconduct with respect to such acts or omissions.

          (b) The Fiduciary Indemnified Persons shall be fully protected in
relying in good faith upon the records of the Trust and upon such information,
opinions, reports or statements presented to the Trust by any person as to
matters the Fiduciary Indemnified Persons reasonably believes are within such
other person's professional or expert competence and who has been selected with
reasonable care by or on behalf of the Trust, including information, opinions,
reports or statements as to the value and amount of the assets, liabilities,
profits, losses, or any other facts pertinent to the trust estate.

       8. The Trust shall, to the fullest extent permitted by applicable law,

          (a) indemnify and hold harmless each Fiduciary Indemnified Person
from and against any loss, damage, liability, tax, penalty, expense or claim of
any kind or nature whatsoever incurred by the Fiduciary Indemnified Persons by
reason of the creation, operation or termination of the Trust in a manner the
Fiduciary Indemnified Persons reasonably believed to be within the scope of
authority conferred on the Fiduciary Indemnified Persons by this Declaration of
Trust, except that no Fiduciary Indemnified Persons shall be entitled to be
indemnified in respect of any loss, damage or claim incurred by the Fiduciary
Indemnified Persons by reason of gross negligence or willful misconduct with
respect to such acts or omissions; and

          (b) advance expenses (including legal fees) incurred by a Fiduciary
Indemnified Person in defending any claim, demand, action, suit or proceeding,
from time to

<PAGE>

                                                               Sub-Item 77Q1(a)

time, prior to the final disposition of such claim, demand, action, suit or
proceeding, upon receipt by the Trust of an undertaking by or on behalf of such
Fiduciary Indemnified Persons to repay such amount if it shall be determined
that such Fiduciary Indemnified Person is not entitled to be indemnified as
authorized in the preceding subsection.

       9. The provisions of Section 8 shall survive the resignation or removal
of the Fiduciary Indemnified Persons.

       10. The Trust may terminate without issuing any securities at the
election of the Trustees.

       11. This Declaration of Trust and the rights of the parties hereunder
shall be governed by and interpreted in accordance with the laws of the State
of Delaware and all rights and remedies shall be governed by such laws without
regard to the principles of conflict of laws.

       IN WITNESS WHEREOF, the parties hereto have caused this Declaration of
Trust to be duly executed as of the day and year first above written.

                                                    /s/ John M. Zerr
                                                  ------------------------------
                                                           John M. Zerr
__

</TEXT>
</DOCUMENT>
