<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>5
<FILENAME>dex9977q1e.txt
<DESCRIPTION>EX-99.77Q1
<TEXT>
<PAGE>

                                                               Sub-Item 77Q1(e)

                            MEMORANDUM OF AGREEMENT
                            (ADVISORY FEE WAIVERS)

   This Memorandum of Agreement is entered into as of the effective date on the
attached Exhibit A and B (each an "Exhibit" or, collectively the "Exhibits"),
between AIM Counselor Series Trust (Invesco Counselor Series Trust), AIM Equity
Funds (Invesco Equity Funds), AIM Funds Group (Invesco Funds Group), AIM Growth
Series (Invesco Growth Series), AIM International Mutual Funds (Invesco
International Mutual Funds), AIM Investment Funds (Invesco Investment Funds),
AIM Investment Securities Funds (Invesco Investment Securities Funds), AIM
Sector Funds (Invesco Sector Funds), AIM Tax-Exempt Funds (Invesco Tax-Exempt
Funds), AIM Treasurer's Series Trust (Invesco Treasurer's Series Trust), AIM
Variable Insurance Funds (Invesco Variable Insurance Funds), Invesco California
Municipal Income Trust, Invesco California Municipal Securities, Invesco
California Quality Municipal Securities, Invesco High Yield Investments Fund,
Inc., Invesco Municipal Income Opportunities Trust, Invesco Municipal Income
Opportunities Trust II, Invesco Municipal Income Opportunities Trust III,
Invesco Municipal Premium Income Trust, Invesco New York Quality Municipal
Securities, Invesco Quality Municipal Income Trust, Invesco Quality Municipal
Investment Trust, Invesco Quality Municipal Securities, Invesco Value Municipal
Bond Trust, Invesco Value Municipal Income Trust, Invesco Value Municipal
Securities, Invesco Value Municipal Trust, and Short-Term Investments Trust
(each a "Trust" or, collectively, the "Trusts"), on behalf of the funds listed
on the Exhibits to this Memorandum of Agreement (the "Funds"), and Invesco
Advisers, Inc. ("Invesco"). Invesco shall and hereby agrees to waive fees of
the Funds, on behalf of their respective classes as applicable, severally and
not jointly, as indicated in the Exhibits.

   For and in consideration of the mutual terms and agreements set forth herein
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, Invesco agrees that until at least the expiration date
set forth on Exhibit A (the "Expiration Date") and with respect to those Funds
listed on the Exhibit, Invesco will waive its advisory fees at the rate set
forth on the Exhibit.

   For and in consideration of the mutual terms and agreements set forth herein
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the Trusts and Invesco agree as follows:

    1. Invesco agrees that until the expiration date, if any, of the commitment
       set forth on the attached Exhibit B occurs, as such Exhibit B is amended
       from time to time, Invesco will waive advisory fees payable by an
       Investing Fund (defined below) in an amount equal to 100% of the net
       advisory fee Invesco receives on the Uninvested Cash (defined below)
       from the Affiliated Money Market Fund (defined below) in which the
       Investing Fund invests (the "Waiver").

       i. Invesco's Fund Accounting Group will calculate, and apply, the Waiver
          monthly, based upon the average investment of Uninvested Cash made by
          the Investing Fund during the previous month in an Affiliated Money
          Market Fund.

       ii.The Waiver will not apply to those Investing Funds that do not charge
          an advisory fee, either due to the terms of their advisory agreement,
          or as a result of contractual or voluntary fee waivers.

      iii.The Waiver will not apply to cash collateral for securities lending.

       For purposes of the paragraph above, the following terms shall have the
       following meanings:

       (a)"Affiliated Money Market Fund" - any existing or future Trust that
          holds itself out as a money market fund and complies with Rule 2a-7
          under the Investment Company Act of 1940, as amended;

       (b)"Investing Fund" - any Fund investing Cash Balances and/or Cash
          Collateral in an Affiliated Money Market Fund; and

       (c)"Uninvested Cash" - cash available and uninvested by a Trust that may
          result from a variety of sources, including dividends or interest
          received on portfolio securities,

<PAGE>

          unsettled securities transactions, strategic reserves, matured
          investments, proceeds from liquidation of investment securities,
          dividend payments, or new investor capital.

    2. Neither a Trust nor Invesco may remove or amend the Waiver to a Trust's
       detriment prior to requesting and receiving the approval of the Board of
       Trustee of the applicable Fund's Trust to remove or amend such Waiver.
       Invesco will not have any right to reimbursement of any amount so waived.

   The Boards of Trustees and Invesco may terminate or modify this Memorandum
of Agreement prior to the Expiration Date only by mutual written consent.
Invesco will not have any right to reimbursement of any amount so waived or
reimbursed.

   Subject to the foregoing paragraphs, Invesco agrees to review the
then-current waivers for each class of the Funds listed on the Exhibits on a
date prior to the Expiration Date to determine whether such waivers should be
amended, continued or terminated. The waivers will expire upon the Expiration
Date unless the Trusts and Invesco have agreed to continue them. The Exhibits
will be amended to reflect any such agreement.

   It is expressly agreed that the obligations of the Trusts hereunder shall
not be binding upon any of the Trustees, shareholders, nominees, officers,
agents or employees of the Trusts personally, but shall only bind the assets
and property of the Funds, as provided in each Trust's Agreement and
Declaration of Trust. The execution and delivery of this Memorandum of
Agreement have been authorized by the Trustees of each Trust, and this
Memorandum of Agreement has been executed and delivered by an authorized
officer of each Trust acting as such; neither such authorization by such
Trustees nor such execution and delivery by such officer shall be deemed to
have been made by any of them individually or to impose any liability on any of
them personally, but shall bind only the assets and property of the Funds, as
provided in each Trust's Agreement and Declaration of Trust.

   IN WITNESS WHEREOF, each of the Trusts, on behalf of itself and its Funds
listed in Exhibit A and B to this Memorandum of Agreement, and Invesco have
entered into this Memorandum of Agreement as of the Effective Date on the
attached Exhibits.

       AIM COUNSELOR SERIES TRUST (INVESCO COUNSELOR SERIES TRUST)
       AIM EQUITY FUNDS (INVESCO EQUITY FUNDS)
       AIM FUNDS GROUP (INVESCO FUNDS GROUP)
       AIM GROWTH SERIES (INVESCO GROWTH SERIES)
       AIM INTERNATIONAL MUTUAL FUNDS (INVESCO INTERNATIONAL MUTUAL FUNDS)
       AIM INVESTMENT FUNDS (INVESCO INVESTMENT FUNDS)
       AIM INVESTMENT SECURITIES FUNDS (INVESCO INVESTMENT SECURITIES FUNDS)
       AIM SECTOR FUNDS (INVESCO SECTOR FUNDS)
       AIM TAX-EXEMPT FUNDS (INVESCO TAX-EXEMPT FUNDS)
       AIM TREASURER'S SERIES TRUST (INVESCO TREASURER'S SERIES TRUST)
       AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)
       INVESCO CALIFORNIA MUNICIPAL INCOME TRUST
       INVESCO CALIFORNIA MUNICIPAL SECURITIES
       INVESCO CALIFORNIA QUALITY MUNICIPAL SECURITIES
       INVESCO HIGH YIELD INVESTMENTS FUND, INC.
       INVESCO MUNICIPAL INCOME OPPORTUNITIES TRUST
       INVESCO MUNICIPAL INCOME OPPORTUNITIES TRUST II
       INVESCO MUNICIPAL INCOME OPPORTUNITIES TRUST III
       INVESCO MUNICIPAL PREMIUM INCOME TRUST
       INVESCO NEW YORK QUALITY MUNICIPAL SECURITIES
       INVESCO QUALITY MUNICIPAL INCOME TRUST
       INVESCO QUALITY MUNICIPAL INVESTMENT TRUST
       INVESCO QUALITY MUNICIPAL SECURITIES
       INVESCO VALUE MUNICIPAL BOND TRUST

<PAGE>

       INVESCO VALUE MUNICIPAL INCOME TRUST
       INVESCO VALUE MUNICIPAL SECURITIES
       INVESCO VALUE MUNICIPAL TRUST
       SHORT-TERM INVESTMENTS TRUST
       on behalf of the Funds listed in the Exhibit
       to this Memorandum of Agreement


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

       INVESCO ADVISERS, INC.

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

<PAGE>

                         EXHIBIT A TO ADVISORY FEE MOA
                         -----------------------------

<TABLE>
<CAPTION>
                                                                                              EFFECTIVE EXPIRATION
AIM EQUITY FUNDS (INVESCO EQUITY FUNDS)                  WAIVER DESCRIPTION                     DATE       DATE
---------------------------------------  ---------------------------------------------------- --------- ----------
<S>                                      <C>                                                  <C>       <C>
     Invesco Constellation Fund          Invesco will waive advisory fees to the extent
                                         necessary so that advisory fees Invesco receives do
                                         not exceed the annualized rates listed below.        3/27/2006 12/31/2012
                                         0.695% of the first $250M
                                         0.615% of the next $4B
                                         0.595% of the next $750M
                                         0.57% of the next $2.5B
                                         0.545% of the next $2.5B
                                         0.52% of the excess over $10B
</TABLE>

<TABLE>
<CAPTION>
AIM TREASURER'S SERIES TRUST (INVESCO                                                       EFFECTIVE EXPIRATION
TREASURER'S SERIES TRUST)                               WAIVER DESCRIPTION                    DATE       DATE
-------------------------------------    -------------------------------------------------- --------- ----------
<S>                                      <C>                                                <C>       <C>
Premier Portfolio                        Invesco will waive advisory fees in the amount of
                                         0.07% of the Fund's average daily net assets       2/1/2011  12/31/2012
Premier U.S. Government Money Portfolio  Invesco will waive advisory fees in the amount of
                                         0.07% of the Fund's average daily net assets       2/1/2011  12/31/2012
</TABLE>

<PAGE>

                                  EXHIBIT "B"

          AIM COUNSELOR SERIES TRUST (INVESCO COUNSELOR SERIES TRUST)

<TABLE>
<CAPTION>
PORTFOLIO                                              EFFECTIVE DATE    COMMITTED UNTIL
---------                                             ------------------ ---------------
<S>                                                   <C>                <C>
Invesco California Tax-Free Income Fund               February 12, 2010  June 30, 2013
Invesco Core Plus Bond Fund                             June 2, 2009     June 30, 2013
Invesco Equally-Weighted S&P 500 Fund                 February 12, 2010  June 30, 2013
Invesco Floating Rate Fund                              July 1, 2007     June 30, 2013
Invesco S&P 500 Index Fund                            February 12, 2010  June 30, 2013
Invesco Global Real Estate Income Fund                  July 1, 2007     June 30, 2013
Invesco U.S. Quantitative Core Fund                     July 1, 2007     June 30, 2013
Invesco Van Kampen American Franchise Fund            February 12, 2010  June 30, 2013
Invesco Van Kampen Equity and Income Fund             February 12, 2010  June 30, 2013
Invesco Van Kampen Growth and Income Fund             February 12, 2010  June 30, 2013
Invesco Van Kampen Pennsylvania Tax Free Income Fund  February 12, 2010  June 30, 2013
Invesco Van Kampen Small Cap Growth Fund              February 12, 2010  June 30, 2013
</TABLE>

                    AIM EQUITY FUNDS (INVESCO EQUITY FUNDS)

<TABLE>
<CAPTION>
       PORTFOLIO                          EFFECTIVE DATE COMMITTED UNTIL
       ---------                          -------------- ---------------
       <S>                                <C>            <C>
       Invesco Charter Fund               July 1, 2007    June 30, 2013
       Invesco Constellation Fund         July 1, 2007    June 30, 2013
       Invesco Disciplined Equity Fund    July 14, 2009   June 30, 2013
       Invesco Diversified Dividend Fund  July 1, 2007    June 30, 2013
       Invesco Summit Fund                July 1, 2007    June 30, 2013
</TABLE>

                     AIM FUNDS GROUP (INVESCO FUNDS GROUP)

<TABLE>
<CAPTION>
    FUND                                      EFFECTIVE DATE COMMITTED UNTIL
    ----                                      -------------- ---------------
    <S>                                       <C>            <C>
    Invesco European Small Company Fund        July 1, 2007   June 30, 2013
    Invesco Global Core Equity Fund            July 1, 2007   June 30, 2013
    Invesco International Small Company Fund   July 1, 2007   June 30, 2013
    Invesco Small Cap Equity Fund              July 1, 2007   June 30, 2013
</TABLE>

                   AIM GROWTH SERIES (INVESCO GROWTH SERIES)

<TABLE>
<CAPTION>
    FUND                                    EFFECTIVE DATE   COMMITTED UNTIL
    ----                                   ----------------- ---------------
    <S>                                    <C>               <C>
    Invesco Convertible Securities Fund    February 12, 2010  June 30, 2013
    Invesco Global Quantitative Core Fund    July 1, 2007     June 30, 2013
    Invesco Mid Cap Core Equity Fund         July 1, 2007     June 30, 2013
    Invesco Small Cap Growth Fund            July 1, 2007     June 30, 2013
    Invesco Van Kampen Leaders Fund        February 12, 2010  June 30, 2013
    Invesco Van Kampen U.S. Mortgage Fund  February 12, 2010  June 30, 2013
</TABLE>

<PAGE>

      AIM INTERNATIONAL MUTUAL FUNDS (INVESCO INTERNATIONAL MUTUAL FUNDS)

<TABLE>
<CAPTION>
  FUND                                        EFFECTIVE DATE  COMMITTED UNTIL
  ----                                        --------------- ---------------
  <S>                                         <C>             <C>
  Invesco Asia Pacific Growth Fund             July 1, 2007   June 30, 2013
  Invesco European Growth Fund                 July 1, 2007   June 30, 2013
  Invesco Global Growth Fund                   July 1, 2007   June 30, 2013
  Invesco Global Opportunities Fund           August 1, 2012  June 30, 2013
  Invesco Global Select Companies Fund        August 1, 2012  June 30, 2013
  Invesco Global Small & Mid Cap Growth Fund   July 1, 2007   June 30, 2013
  Invesco International Growth Fund            July 1, 2007   June 30, 2013
  Invesco International Core Equity Fund       July 1, 2007   June 30, 2013
</TABLE>

                AIM INVESTMENT FUNDS (INVESCO INVESTMENT FUNDS)

<TABLE>
<CAPTION>
FUND                                               EFFECTIVE DATE    COMMITTED UNTIL
----                                              ------------------ ---------------
<S>                                               <C>                <C>
Invesco Balanced-Risk Allocation Fund*              May 29, 2009     June 30, 2013
Invesco Balanced-Risk Commodity Strategy Fund**   November 29, 2010  June 30, 2013
Invesco China Fund                                  July 1, 2007     June 30, 2013
Invesco Commodities Strategy Fund***              February 12, 2010  June 30, 2013
Invesco Developing Markets Fund                     July 1, 2007     June 30, 2013
Invesco Emerging Markets Equity Fund                May 11, 2011     June 30, 2013
Invesco Emerging Market Local Currency Debt Fund    June 14, 2010    June 30, 2013
Invesco Endeavor Fund                               July 1, 2007     June 30, 2013
Invesco Global Advantage Fund                     February 12, 2010  June 30, 2013
Invesco Global Health Care Fund                     July 1, 2007     June 30, 2013
Invesco International Total Return Fund             July 1, 2007     June 30, 2013
Invesco Pacific Growth Fund                       February 12, 2010  June 30, 2013
Invesco Premium Income Fund                       December 13, 2011  June 30, 2013
Invesco Small Companies Fund                        July 1, 2007     June 30, 2013
</TABLE>

     AIM INVESTMENT SECURITIES FUNDS (INVESCO INVESTMENT SECURITIES FUNDS)

<TABLE>
<CAPTION>
  FUND                                     EFFECTIVE DATE    COMMITTED UNTIL
  ----                                    ------------------ ---------------
  <S>                                     <C>                <C>
  Invesco Dynamics Fund                     July 1, 2007     June 30, 2013
  Invesco Global Real Estate Fund           July 1, 2007     June 30, 2013
  Invesco High Yield Fund                   July 1, 2007     June 30, 2013
  Invesco High Yield Securities Fund      February 12, 2010  June 30, 2013
  Invesco Limited Maturity Treasury Fund    July 1, 2007     June 30, 2013
  Invesco Money Market Fund                 July 1, 2007     June 30, 2013
  Invesco Municipal Bond Fund               July 1, 2007     June 30, 2013
  Invesco Real Estate Fund                  July 1, 2007     June 30, 2013
  Invesco Short Term Bond Fund              July 1, 2007     June 30, 2013
  Invesco U.S. Government Fund              July 1, 2007     June 30, 2013
  Invesco Van Kampen Corporate Bond Fund  February 12, 2010  June 30, 2013
</TABLE>
--------
*  Advisory fees to be waived by Invesco for Invesco Balanced-Risk Allocation
   Fund also include advisory fees that Invesco receives on the Uninvested Cash
   from the Affiliated Money Market Fund in which Invesco Cayman Commodity Fund
   I, Ltd. invests.
** Advisory fees to be waived by Invesco for Invesco Balanced-Risk Commodity
   Strategy Fund also include advisory fees that Invesco receives on the
   Uninvested Cash from the Affiliated Money Market Fund in which Invesco
   Cayman Commodity Fund III, Ltd. invests.
***Advisory fees to be waived by Invesco for Invesco Commodities Strategy Fund
   also include advisory fees that Invesco receives on the Uninvested Cash from
   the Affiliated Money Market Fund in which Invesco Cayman Commodity Fund II,
   Ltd. Invests.

<PAGE>

                                                               Sub-Item 77Q1(e)

                    AIM SECTOR FUNDS (INVESCO SECTOR FUNDS)

<TABLE>
<CAPTION>
 FUND                                          EFFECTIVE DATE   COMMITTED UNTIL
 ----                                         ----------------- ---------------
 <S>                                          <C>               <C>
 Invesco Energy Fund                            July 1, 2007     June 30, 2013
 Invesco Gold & Precious Metals Fund            July 1, 2007     June 30, 2013
 Invesco Leisure Fund                           July 1, 2007     June 30, 2013
 Invesco Technology Fund                        July 1, 2007     June 30, 2013
 Invesco Technology Sector Fund               February 12, 2010  June 30, 2013
 Invesco Utilities Fund                         July 1, 2007     June 30, 2013
 Invesco Value Fund                           February 12, 2010  June 30, 2013
 Invesco Van Kampen American Value Fund       February 12, 2010  June 30, 2013
 Invesco Van Kampen Comstock Fund             February 12, 2010  June 30, 2013
 Invesco Van Kampen Mid Cap Growth Fund       February 12, 2010  June 30, 2013
 Invesco Van Kampen Small Cap Value Fund      February 12, 2010  June 30, 2013
 Invesco Van Kampen Value Opportunities Fund  February 12, 2010  June 30, 2013
</TABLE>

                AIM TAX-EXEMPT FUNDS (INVESCO TAX-EXEMPT FUNDS)

<TABLE>
<CAPTION>
FUND                                               EFFECTIVE DATE   COMMITTED UNTIL
----                                              ----------------- ---------------
<S>                                               <C>               <C>
Invesco Tax-Exempt Cash Fund                        July 1, 2007     June 30, 2013
Invesco Tax-Free Intermediate Fund                  July 1, 2007     June 30, 2013
Invesco Van Kampen High Yield Municipal Fund      February 12, 2010  June 30, 2013
Invesco Van Kampen Intermediate Term Municipal
  Income Fund                                     February 12, 2010  June 30, 2013
Invesco Van Kampen Municipal Income Fund          February 12, 2010  June 30, 2013
Invesco Van Kampen New York Tax Free Income Fund  February 12, 2010  June 30, 2013
</TABLE>

        AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)

<TABLE>
<CAPTION>
FUND                                               EFFECTIVE DATE   COMMITTED UNTIL
----                                              ----------------- ---------------
<S>                                               <C>               <C>
Invesco V.I. Balanced-Risk Allocation Fund****    December 22, 2010  June 30, 2013
Invesco V.I. Core Equity Fund                       July 1, 2007     June 30, 2013
Invesco V.I. Diversified Income Fund                July 1, 2007     June 30, 2013
Invesco V.I. Diversified Dividend Fund            February 12, 2010  June 30, 2013
Invesco V.I. Equally-Weighted S&P 500 Fund        February 12, 2010  June 30, 2013
Invesco V.I. Global Core Equity Fund              February 12, 2010  June 30, 2013
Invesco V.I. Global Health Care Fund                July 1, 2007     June 30, 2013
Invesco V.I. Global Real Estate Fund                July 1, 2007     June 30, 2013
Invesco V.I. Government Securities Fund             July 1, 2007     June 30, 2013
Invesco V.I. High Yield Fund                        July 1, 2007     June 30, 2013
Invesco V.I. High Yield Securities Fund           February 12, 2010  June 30, 2013
Invesco V.I. International Growth Fund              July 1, 2007     June 30, 2013
Invesco V.I. Mid Cap Core Equity Fund               July 1, 2007     June 30, 2013
Invesco V.I. Money Market Fund                      July 1, 2007     June 30, 2013
Invesco V.I. S&P 500 Index Fund                   February 12, 2010  June 30, 2013
Invesco V.I. Small Cap Equity Fund                  July 1, 2007     June 30, 2013
Invesco V.I. Technology Fund                        July 1, 2007     June 30, 2013
Invesco V.I. Utilities Fund                         July 1, 2007     June 30, 2013
Invesco Van Kampen V.I. American FranchiseFund    February 12, 2010  June 30, 2013
Invesco Van Kampen V.I. Comstock Fund             February 12, 2010  June 30, 2013
Invesco Van Kampen V.I. Equity and Income Fund    February 12, 2010  June 30, 2013
Invesco Van Kampen V.I. Growth and Income Fund    February 12, 2010  June 30, 2013
Invesco Van Kampen V.I. Mid Cap Growth Fund       February 12, 2010  June 30, 2013
Invesco Van Kampen V.I. American Value Fund       February 12, 2010  June 30, 2013
Invesco Van Kampen V.I. Value Opportunities Fund    July 1, 2007     June 30, 2013
</TABLE>
--------
**** Advisory fees to be waived by Invesco for Invesco V.I. Balanced-Risk
     Allocation Fund also include an amount equal to advisory fees that Invesco
     receives from any money market fund or similarly pooled cash equivalent
     investment vehicle advised by Invesco and/or Invesco's affiliates in which
     Invesco Cayman Commodity Fund IV, Ltd. invests.

<PAGE>

                         SHORT-TERM INVESTMENTS TRUST

<TABLE>
<CAPTION>
      FUND                               EFFECTIVE DATE  COMMITTED UNTIL
      ----                               --------------  ---------------
      <S>                                <C>             <C>
      Government TaxAdvantage Portfolio  July 1, 2007    June 30, 2013
      STIC Prime Portfolio               July 1, 2007    June 30, 2013
      Treasury Portfolio                 July 1, 2007    June 30, 2013
</TABLE>

                               CLOSED-END FUNDS

<TABLE>
<CAPTION>
FUND                                               EFFECTIVE DATE  COMMITTED UNTIL
----                                               --------------  ---------------
<S>                                                <C>             <C>
Invesco California Insured Municipal Income Trust  June 1, 2010    June 30, 2013
Invesco California Municipal Securities            June 1, 2010    June 30, 2013
Invesco California Quality Municipal Securities    June 1, 2010    June 30, 2013
Invesco High Yield Investments Fund, Inc.          June 1, 2010    June 30, 2013
Invesco Municipal Income Opportunities Trust       June 1, 2010    June 30, 2013
Invesco Municipal Income Opportunities Trust II    June 1, 2010    June 30, 2013
Invesco Municipal Income Opportunities Trust III   June 1, 2010    June 30, 2013
Invesco Municipal Premium Income Trust             June 1, 2010    June 30, 2013
Invesco New York Quality Municipal Securities      June 1, 2010    June 30, 2013
Invesco Quality Municipal Income Trust             June 1, 2010    June 30, 2013
Invesco Quality Municipal Investment Trust         June 1, 2010    June 30, 2013
Invesco Quality Municipal Securities               June 1, 2010    June 30, 2013
Invesco Value Municipal Bond Trust                 June 1, 2010    June 30, 2013
Invesco Value Municipal Income Trust               June 1, 2010    June 30, 2013
Invesco Value Municipal Securities                 June 1, 2010    June 30, 2013
Invesco Value Municipal Trust                      June 1, 2010    June 30, 2013
</TABLE>

<PAGE>

                                                               Sub-Item 77Q1(e)

                             SUB-ADVISORY CONTRACT

   This contract is made as of August 27, 2012, by and among Invesco Advisers,
Inc. (the "Adviser") and each of Invesco Asset Management Deutschland GmbH;
Invesco Asset Management Limited; Invesco Asset Management (Japan) Limited;
Invesco Australia Limited; Invesco Hong Kong Limited; Invesco Senior Secured
Management, Inc. and Invesco Canada Ltd., (each a "Sub-Adviser" and,
collectively, the "Sub-Advisers").

   WHEREAS:

      A) The Adviser has entered into an investment advisory agreement with
   Invesco Municipal Income Opportunities Trust a closed-end management
   investment company registered under the Investment Company Act of 1940, as
   amended (the "1940 Act");

      B) The Adviser is authorized to delegate certain, any or all of its
   rights, duties and obligations under investment advisory agreements to
   sub-advisers, including sub-advisers that are affiliated with the Adviser;

      C) Each Sub-Adviser represents that it is registered with the
   U.S. Securities and Exchange Commission ("SEC") as an investment adviser
   under the Investment Advisers Act of 1940 ("Advisers Act"), or will be so
   registered prior to providing any services to any of the Funds under this
   Contract, and engages in the business of acting as an investment adviser; and

      D) The Sub-Advisers and their affiliates have personnel in various
   locations throughout the world and have been formed in part for the purpose
   of researching and compiling information and recommendations on the
   economies of various countries and securities of issuers located in such
   countries or on various types of investments and investment techniques, and
   providing investment advisory services in connection therewith.

   NOW THEREFORE, in consideration of the promises and the mutual covenants
   herein contained, it is agreed between the parties hereto as follows:

      1. Appointment. The Adviser hereby appoints each Sub-Adviser as a
   sub-adviser of the Trust for the period and on the terms set forth herein.
   Each Sub-Adviser accepts such appointment and agrees to render the services
   herein set forth, for the compensation herein provided.

      2. Duties as Sub-Adviser. Subject to paragraph 7 below, the Adviser may,
   in its discretion, appoint each Sub-Adviser to perform one or more of the
   following services with respect to all or a portion of the investments of
   the Trust. The services and the portion of the investments of the Trust to
   be advised or managed by each Sub-Adviser shall be as agreed upon from time
   to time by the Adviser and the Sub-Advisers. Each Sub-Adviser shall pay the
   salaries and fees of all personnel of such Sub-Adviser performing services
   for the Trust related to research, statistical and investment activities.

      (a) Investment Advice. If and to the extent requested by the Adviser,
   each Sub-Adviser shall provide investment advice to the Trust and the
   Adviser with respect to all or a portion of the investments of the Trust or
   with respect to various investment techniques, and in connection with such
   advice shall furnish the Trust and the Adviser

<PAGE>

   with such factual information, research reports and investment
   recommendations as the Adviser may reasonably require.

      (b) Order Execution. If and to the extent requested by the Adviser, each
   Sub-Adviser shall place orders for the purchase and sale of portfolio
   securities or other investments for the Trust. In so doing, each Sub-Adviser
   agrees that it shall comply with paragraph 3 below.

      (c) Discretionary Investment Management. If and to the extent requested
   by the Adviser, each Sub-Adviser shall, subject to the supervision of the
   Trust's Board of Trustees (the "Board") and the Adviser, manage all or a
   portion of the investments of the Trust in accordance with the investment
   objectives, policies and limitations provided in the Trust's Registration
   Statement and such other limitations as the Trust or the Adviser may impose
   with respect to the Trust by notice to the applicable Sub-Adviser(s) and
   otherwise in accordance with paragraph 5 below. With respect to the portion
   of the investments of the Trust under its management, each Sub-Adviser is
   authorized to: (i) make investment decisions on behalf of the Trust with
   regard to any stock, bond, other security or investment instrument,
   including but not limited to foreign currencies, futures, options and other
   derivatives, and with regard to borrowing money; (ii) place orders for the
   purchase and sale of securities or other investment instruments with such
   brokers and dealers as the Sub-Adviser may select; and (iii) upon the
   request of the Adviser, provide additional investment management services to
   the Trust, including but not limited to managing the Trust's cash and cash
   equivalents and lending securities on behalf of the Trust. In selecting
   brokers or dealers to execute trades for the Trust, each Sub-Adviser will
   comply with its written policies and procedures regarding brokerage and
   trading, which policies and procedures shall have been approved by the
   Board. All discretionary investment management and any other activities of
   each Sub-Adviser shall at all times be subject to the control and direction
   of the Adviser and the Board.

      3. Broker-Dealer Relationships. Each Sub-Adviser agrees that, in placing
   orders with brokers and dealers, it will attempt to obtain the best net
   result in terms of price and execution. Consistent with this obligation,
   each Sub-Adviser may, in its discretion, purchase and sell portfolio
   securities from and to brokers and dealers who sell shares of the Trust or
   provide the Trust, the Adviser's other clients, or a Sub-Adviser's other
   clients with research, analysis, advice and similar services. Each
   Sub-Adviser may pay to brokers and dealers, in return for such research and
   analysis, a higher commission or spread than may be charged by other brokers
   and dealers, subject to such Sub-Adviser determining in good faith that such
   commission or spread is reasonable in terms either of the particular
   transaction or of the overall responsibility of the Adviser and such
   Sub-Adviser to the Trust and their other clients and that the total
   commissions or spreads paid by the Trust will be reasonable in relation to
   the benefits to the Trust over the long term. In no instance will portfolio
   securities be purchased from or sold to a Sub-Adviser, or any affiliated
   person thereof, except in accordance with the applicable securities laws and
   the rules and regulations thereunder and any exemptive orders currently in
   effect. Whenever a Sub-Adviser simultaneously places orders to purchase or
   sell the same security on behalf of the Trust and one or more other accounts
   advised by such Sub-Adviser, such orders will be allocated as to price and
   amount among all such accounts in a manner believed to be equitable to each
   account.

      4. Books and Records. Each Sub-Adviser will maintain all required books
   and records with respect to the securities transactions of the Trust, and
   will furnish the Board and the Adviser with such periodic and special
   reports as the Board or the Adviser reasonably may request. Each Sub-Adviser
   hereby agrees that all records which it maintains for the

                                       2

<PAGE>

   Adviser are the property of the Adviser, and agrees to preserve for the
   periods prescribed by applicable law any records which it maintains for the
   Adviser and which are required to be maintained, and further agrees to
   surrender promptly to the Adviser any records which it maintains for the
   Adviser upon request by the Adviser.

      5. Further Duties.

      (a) In all matters relating to the performance of this Contract, each
   Sub-Adviser will act in conformity with the Agreement and Declaration of
   Trust, By-Laws and Registration Statement of the Trust and with the
   instructions and directions of the Adviser and the Board and will comply
   with the requirements of the 1940 Act, the rules, regulations, exemptive
   orders and no-action positions thereunder, and all other applicable laws and
   regulations.

      (b) Each Sub-Adviser shall maintain compliance procedures for the Trust
   that it and the Adviser reasonably believe are adequate to ensure compliance
   with the federal securities laws (as defined in Rule 38a-1 under the 1940
   Act) and the investment objective(s) and policies as stated in the Trust's
   prospectuses and statements of additional information. Each Sub-Adviser at
   its expense will provide the Adviser or the Fund's Chief Compliance Officer
   with such compliance reports relating to its duties under this Contract as
   may be requested from time to time. Notwithstanding the foregoing, each
   Sub-Adviser will promptly report to the Adviser any material violations of
   the federal securities laws (as defined in Rule 38a-1 under the 1940 Act)
   that it is or should be aware of or of any material violation of the
   Sub-Adviser's compliance policies and procedures that pertain to the Trust.

      (c) Each Sub-Adviser at its expense will make available to the Board and
   the Adviser at reasonable times its portfolio managers and other appropriate
   personnel, either in person or, at the mutual convenience of the Adviser and
   the Sub-Adviser, by telephone, in order to review the investment policies,
   performance and other investment related information regarding the Trust and
   to consult with the Board and the Adviser regarding the Trust's investment
   affairs, including economic, statistical and investment matters related to
   the Sub-Adviser's duties hereunder, and will provide periodic reports to the
   Adviser relating to the investment strategies it employs. Each Sub-Adviser
   and its personnel shall also cooperate fully with counsel and auditors for,
   and the Chief Compliance Officer of, the Adviser and the Trust.

      (d) Each Sub-Adviser will assist in the fair valuation of portfolio
   securities held by the Trust. The Sub-Adviser will use its reasonable
   efforts to provide, based upon its own expertise, and to arrange with
   parties independent of the Sub-Adviser such as broker-dealers for the
   provision of, valuation information or prices for securities for which
   prices are deemed by the Adviser or the Trust's administrator not to be
   readily available in the ordinary course of business from an automated
   pricing service. In addition, each Sub-Adviser will assist the Trust and its
   agents in determining whether prices obtained for valuation purposes
   accurately reflect market price information relating to the assets of the
   Trust at such times as the Adviser shall reasonably request, including but
   not limited to, the hours after the close of a securities market and prior
   to the daily determination of the Trust's net asset value per share.

      (e) Each Sub-Adviser represents and warrants that it has adopted a code
   of ethics meeting the requirements of Rule 17j-1 under the 1940 Act and the
   requirements of Rule 204A-1 under the Advisers Act and has provided the
   Adviser and the Board a copy of such code of ethics, together with evidence
   of its adoption, and will promptly provide copies of any changes thereto,
   together with evidence of their adoption. Upon request of

                                       3

<PAGE>

   the Adviser, but in any event no less frequently than annually, each
   Sub-Adviser will supply the Adviser a written report that (A) describes any
   issues arising under the code of ethics or procedures since the
   Sub-Adviser's last report, including but not limited to material violations
   of the code of ethics or procedures and sanctions imposed in response to the
   material violations; and (B) certifies that the procedures contained in the
   Sub-Adviser's code of ethics are reasonably designed to prevent "access
   persons" from violating the code of ethics.

      (f) Upon request of the Adviser, each Sub-Adviser will review draft
   reports to shareholders and other documents provided or available to it and
   provide comments on a timely basis. In addition, each Sub-Adviser and each
   officer and portfolio manager thereof designated by the Adviser will provide
   on a timely basis such certifications or sub-certifications as the Adviser
   may reasonably request in order to support and facilitate certifications
   required to be provided by the Trust's Principal Executive Officer and
   Principal Financial Officer and will adopt such disclosure controls and
   procedures in support of the disclosure controls and procedures adopted by
   the Trust as the Adviser, deems are reasonably necessary.

      (g) Unless otherwise directed by the Adviser or the Board, each
   Sub-Adviser will vote all proxies received in accordance with the Adviser's
   proxy voting policy or, if the Sub-Adviser has a proxy voting policy
   approved by the Board, the Sub-Adviser's proxy voting policy. Each
   Sub-Adviser shall maintain and shall forward to the Trust or its designated
   agent such proxy voting information as is necessary for the Trust to timely
   file proxy voting results in accordance with Rule 30b1-4 under the 1940 Act.

      (h) Each Sub-Adviser shall provide the Trust's custodian on each business
   day with information relating to all transactions concerning the assets of
   the Trust and shall provide the Adviser with such information upon request
   of the Adviser.

      6. Services Not Exclusive. The services furnished by each Sub-Adviser
   hereunder are not to be deemed exclusive and such Sub-Adviser shall be free
   to furnish similar services to others so long as its services under this
   Contract are not impaired thereby. Nothing in this Contract shall limit or
   restrict the right of any director, officer or employee of a Sub-Adviser,
   who may also be a Trustee, officer or employee of the Trust, to engage in
   any other business or to devote his or her time and attention in part to the
   management or other aspects of any other business, whether of a similar
   nature or a dissimilar nature.

      7. Use of Subsidiaries and Affiliates. Each Sub-Adviser may perform any
   or all of the services contemplated hereunder, including but not limited to
   providing investment advice to the Trust pursuant to paragraph 2(a) above
   and placing orders for the purchase and sale of portfolio securities or
   other investments for the Trust pursuant to paragraph 2(b) above, directly
   or through such of its subsidiaries or other affiliates, including each of
   the other Sub-Advisers, as such Sub-Adviser shall determine; provided,
   however, that performance of such services through such subsidiaries or
   other affiliates shall have been approved, when required by the 1940 Act, by
   (i) a vote of a majority of the independent Trustees who are not parties to
   this Contract or "interested persons" (as defined in the 1940 Act) of a
   party to this Contract, other than as Board members ("Independent
   Trustees"), cast in person at a meeting called for the purpose of voting on
   such approval, and/or (ii) a vote of a majority of that Trust's outstanding
   voting securities.

      8. Compensation.

      (a) The only fees payable to the Sub-Advisers under this Contract are for
   providing discretionary investment management services pursuant to
   paragraph 2(c) above. For such services, the Adviser will pay each
   Sub-Adviser a fee, computed daily and paid

                                       4

<PAGE>

   monthly, equal to (i) 40% of the monthly compensation that the Adviser
   receives from the Trust pursuant to its advisory agreement with the Trust,
   multiplied by (ii) the fraction equal to the net assets of the Trust as to
   which the Sub-Adviser shall have provided discretionary investment
   management services pursuant to paragraph 2(c) above for that month divided
   by the net assets of the Trust for that month. This fee shall be payable on
   or before the last business day of the next succeeding calendar month. This
   fee shall be reduced to reflect contractual or voluntary fee waivers or
   expense limitations by the Adviser, if any, in effect from time to time as
   set forth in paragraph 9 below. In no event shall the aggregate monthly fees
   paid to the Sub-Advisers under this Contract exceed 40% of the monthly
   compensation that the Adviser receives from the Trust pursuant to its
   advisory agreement with the Trust, as reduced to reflect contractual or
   voluntary fee waivers or expense limitations by the Adviser, if any.

      (b) If this Contract becomes effective or terminates before the end of
   any month, the fees for the period from the effective date to the end of the
   month or from the beginning of such month to the date of termination, as the
   case may be, shall be prorated according to the proportion which such period
   bears to the full month in which such effectiveness or termination occurs.

      (c) If a Sub-Adviser provides the services under paragraph 2(c) above to
   the Trust for a period that is less than a full month, the fees for such
   period shall be prorated according to the proportion which such period bears
   to the applicable full month.

      9. Fee Waivers and Expense Limitations. If, for any fiscal year of the
   Trust, the amount of the advisory fee which such Trust would otherwise be
   obligated to pay to the Adviser is reduced because of contractual or
   voluntary fee waivers or expense limitations by the Adviser, the fee payable
   to each Sub-Adviser pursuant to paragraph 8 above shall be reduced
   proportionately; and to the extent that the Adviser reimburses the Trust as
   a result of such expense limitations, such Sub-Adviser shall reimburse the
   Adviser that proportion of such reimbursement payments which the fee payable
   to each Sub-Adviser pursuant to paragraph 8 above bears to the advisory fee
   payable to the Adviser pursuant to its advisory agreement with the Trust.

      10. Limitation of Liability of Sub-Adviser and Indemnification. No
   Sub-Adviser shall be liable for any costs or liabilities arising from any
   error of judgment or mistake of law or any loss suffered by the Trust in
   connection with the matters to which this Contract relates except a loss
   resulting from willful misfeasance, bad faith or gross negligence on the
   part of such Sub-Adviser in the performance by such Sub-Adviser of its
   duties or from reckless disregard by such Sub-Adviser of its obligations and
   duties under this Contract. Any person, even though also an officer,
   partner, employee, or agent of a Sub-Adviser, who may be or become a
   Trustee, officer, employee or agent of the Trust, shall be deemed, when
   rendering services to the Trust or acting with respect to any business of
   the Trust, to be rendering such service to or acting solely for the Trust
   and not as an officer, partner, employee, or agent or one under the control
   or direction of such Sub-Adviser even though paid by it.

      11. Duration and Termination.

      (a) This Contract shall become effective with respect to each Sub-Adviser
   upon the later of the date hereabove written and the date that such
   Sub-Adviser is registered with the SEC as an investment adviser under the
   Advisers Act, if a Sub-Adviser is not so registered as of the date hereabove
   written; provided, however, that this Contract shall not take effect with
   respect to the Trust unless it has first been approved (i) by a vote of a
   majority of the Independent Trustees, cast in person at a meeting called for
   the

                                       5

<PAGE>

   purpose of voting on such approval, and (ii) by vote of a majority of the
   Trust's outstanding voting securities, when required by the 1940 Act.

      (b) Unless sooner terminated as provided herein, this Contract shall
   continue in force and effect until two years after its effective date
   determined in 11(a). Thereafter, if not terminated, this Contract shall
   continue automatically for successive periods not to exceed twelve months
   each, provided that such continuance is specifically approved at least
   annually (i) by a vote of a majority of the Trust's Independent Trustees,
   cast in person at a meeting called for the purpose of voting on such
   approval, and (ii) by the Board or by vote of a majority of the outstanding
   voting securities of the Trust.

      (c) Notwithstanding the foregoing, with respect to the Trust or any
   Sub-Adviser(s), this Contract may be terminated at any time, without the
   payment of any penalty, (i) by vote of the Fund's Board or by a vote of a
   majority of the outstanding voting securities of the Trust on sixty days'
   written notice to such Sub-Adviser(s); or (ii) by the Adviser on sixty days'
   written notice to such Sub-Adviser(s); or (iii) by a Sub-Adviser on sixty
   days' written notice to the Trust. Should this Contract be terminated with
   respect to a Sub-Adviser, the Adviser shall assume the duties and
   responsibilities of such Sub-Adviser unless and until the Adviser appoints
   another Sub-Adviser to perform such duties and responsibilities. Termination
   of this Contract with respect to one or more Sub-Adviser(s) shall not affect
   the continued effectiveness of this Contract with respect to any remaining
   Sub-Adviser(s). This Contract will automatically terminate in the event of
   its assignment.

      12. Amendment. No provision of this Contract may be changed, waived,
   discharged or terminated orally, but only by an instrument in writing signed
   by the party against which enforcement of the change, waiver, discharge or
   termination is sought, and, when required by the 1940 Act, no amendment of
   this Contract shall be effective until approved by vote of a majority of the
   Trust's outstanding voting securities.

      13. Notices. Any notices under this Contract shall be in writing,
   addressed and delivered, telecopied or mailed postage paid, to the other
   party entitled to receipt thereof at such address as such party may
   designate for the receipt of such notice. Until further notice to the other
   party, it is agreed that the address of the Trust and the Adviser shall be
   1555 Peachtree Street, N.E., Atlanta, Georgia 30309. Until further notice to
   the other party, it is agreed that the address of each Sub-Adviser shall be
   set forth in Exhibit I attached hereto.

      14. Governing Law. This Contract shall be construed in accordance with
   the laws of the State of Texas and the 1940 Act. To the extent that the
   applicable laws of the State of Texas conflict with the applicable
   provisions of the 1940 Act, the latter shall control.

      15. Multiple Sub-Advisory Agreements. This Contract has been signed by
   multiple parties; namely the Adviser, on one hand, and each Sub-Adviser, on
   the other. The parties have signed one document for administrative
   convenience to avoid a multiplicity of documents. It is understood and
   agreed that this document shall constitute a separate sub-advisory agreement
   between the Adviser and each Sub-Adviser with respect to the Trust, as if
   the Adviser and such Sub-Adviser had executed a separate sub-advisory
   agreement naming such Sub-Adviser as a sub-adviser to the Trust. With
   respect to any one Sub-Adviser, (i) references in this Contract to "a
   Sub-Adviser" or to "each Sub-Adviser" shall be deemed to refer only to such
   Sub-Adviser, and (ii) the term "this Contract" shall be construed according
   to the foregoing provisions.

                                       6

<PAGE>

      16. Miscellaneous. The captions in this Contract are included for
   convenience of reference only and in no way define or delimit any of the
   provisions hereof or otherwise affect their construction or effect. If any
   provision of this Contract shall be held or made invalid by a court
   decision, statute, rule or otherwise, the remainder of this Contract shall
   not be affected thereby. This Contract shall be binding upon and shall inure
   to the benefit of the parties hereto and their respective successors. Any
   question of interpretation of any term or provision of this Contract having
   a counterpart in or otherwise derived from a term or provision of the 1940
   Act or the Advisers Act shall be resolved by reference to such term or
   provision of the 1940 Act or the Advisers Act and to interpretations
   thereof, if any, by the United States Courts or in the absence of any
   controlling decision of any such court, by rules, regulations or orders of
   the SEC issued pursuant to said Acts. In addition, where the effect of a
   requirement of the 1940 Act or the Advisers Act reflected in any provision
   of the Contract is revised by rule, regulation or order of the SEC, such
   provision shall be deemed to incorporate the effect of such rule, regulation
   or order.

                                       7

<PAGE>

   IN WITNESS WHEREOF, the parties hereto have caused this Contract to be
executed by their officers designated as of the day and year first above
written.

                                          INVESCO ADVISERS, INC.

                                          Adviser

                                          BY:     /s/ John M. Zerr
                                                  ------------------------------
                                          NAME:   John M. Zerr
                                          TITLE:  Senior Vice President

                                       8

<PAGE>

<TABLE>
<S>                                                         <C>
INVESCO ASSET MANAGEMENT DEUTSCHLAND GMBH                   INVESCO ASSET MANAGEMENT LIMITED

Sub-Adviser                                                 Sub-Adviser

By: /s/ Christian Puschmann    /s/ Jens Langewand           By: /s/ G. J. Proudfoot
    ------------------------------------------------            -------------------------------------------------
Name:  Christian Puschmann         Jens Langewand           Name:  G. J. Proudfoot
Title: Managing Director           Managing Director        Title: Director

INVESCO ASSET MANAGEMENT (JAPAN) LIMITED                    INVESCO AUSTRALIA LIMITED

Sub-Adviser                                                 Sub-Adviser

By: /s/ Masakazu Hasegawa                                   By:  /s/ Nick Burrell    /s/ Mick O'Brien
    ------------------------------------------------            -------------------------------------------------
Name:  Masakazu Hasegawa                                    Name:  Nick Burrell          Mick O'Brien
Title: Managing Director                                    Title: Co Secretary          Chief Executive Officer

INVESCO HONG KONG LIMITED                                   INVESCO SENIOR SECURED MANAGEMENT, INC.

Sub-Adviser                                                 Sub-Adviser

By: /s/ Fanny Lee      /s/ Gracie Liu                       By: /s/ Jeffrey H. Kupor
    ------------------------------------------------            -------------------------------------------------
Name:  Fanny Lee           Gracie Liu                       Name:  Jeffrey H. Kupor
Title: Director            Director                         Title: Secretary & General Counsel

INVESCO CANADA LTD.

Sub-Adviser

By: /s/ Eric Adelson
    ------------------------------------------------
Name:  Eric Adelson
Title: Senior Vice President; Head of
       Legal-Canada; CCO; and Secretary
</TABLE>

                                       9

<PAGE>

                                   EXHIBIT I

                           ADDRESSES OF SUB-ADVISERS

Invesco Asset Management Deutschland GmbH
An der Welle 5, 1st Floor
Frankfurt, Germany 60322

Invesco Asset Management Limited
30 Finsbury Square
London, United Kingdom
EC2A 1AG
ENGLAND

Invesco Asset Management (Japan) Limited
25th Floor, Shiroyama Trust Tower
3-1, Toranoman 4-chome, Minato-Ku
Tokyo, Japan 105-6025

Invesco Australia Limited
333 Collins Street, Level 26
Melbourne Victoria 3000, Australia

Invesco Hong Kong Limited
32nd Floor
Three Pacific Place
1 Queen's Road East
Hong Kong

Invesco Senior Secured Management, Inc.
1166 Avenue of the Americas, 27th Floor
New York, NY 10036
USA

Invesco Canada Ltd.
5140 Yonge Street
Suite 900
Toronto, ON, M2N 6X7

                                      10

<PAGE>

                                                               Sub-Item 77Q1(g)

                         AGREEMENT AND PLAN OF MERGER

   THIS AGREEMENT AND PLAN OF MERGER ("Agreement") is adopted as of this 2nd
day of July, 2012 by and among (i) each of the Invesco closed-end registered
investment companies identified as a Merging Fund on Exhibit A hereto, each a
Delaware statutory trust (each a "Merging Fund"); (ii) each of the Invesco
closed-end registered investment companies identified as a Surviving Fund on
Exhibit A hereto, each a Delaware statutory trust (each a "Surviving Fund");
and (iii) Invesco Advisers, Inc. ("IAI"). The predecessor to each Merging Fund,
each a Massachusetts business trust except the predecessor to the Invesco High
Yield Investment Fund, Inc., which is a Maryland corporation (each a
"Predecessor Merging Fund"), and the predecessor to each Surviving Fund, each a
Massachusetts business trust (each a "Predecessor Surviving Fund"), joins this
agreement solely for the purposes of making the representations in paragraph
4.1 or 4.2, as applicable, and agreeing to be bound by paragraphs 5.1(a),
5.1(b), 5.1(d) and 5.1(i). Each Merging Fund and Surviving Fund are together
referred to herein as the "Funds" and each Predecessor Merging Fund and
Predecessor Surviving Fund are referred to individually as a "Predecessor Fund."

   WHEREAS, each Merging Fund and each Surviving Fund is a closed-end,
registered investment company of the management type; and

   WHEREAS, this Agreement is intended to be and is adopted as a "plan of
reorganization" with respect to each Merger (as defined below) within the
meaning of Section 368(a) of the United States Internal Revenue Code of 1986,
as amended (the "Code"), and Treasury Regulations Sections 1.368-2(g) and
1.368-3(a); and

   WHEREAS, each merger will consist of the merger of a Merging Fund into its
corresponding Surviving Fund, as set forth on Exhibit A, pursuant to the
provisions of the Delaware Statutory Trust Act, 12 Del. C. Section 3801, et
seq. (the "DSTA"), and will have the consequences described in Section 1.2
below (each such transaction, a "Merger" and collectively, the "Mergers"); and

   WHEREAS, a condition precedent to each Merger is the redomestication of the
Predecessor Merging Fund and the Predecessor Surviving Fund from a
Massachusetts business trust or Maryland corporation, as applicable, to a
Delaware statutory trust, which will include the transfer of all of the
Predecessor Fund's assets and assumption of all of the Predecessor Fund's
liabilities by the applicable Fund in exchange for the issuance by such Fund to
the Predecessor Fund of shares of beneficial interest of the Fund and the
distribution of those shares to the Predecessor Fund's shareholders (each a
"Redomestication");

   WHEREAS, the Boards of Trustees of each Surviving Fund and of each Merging
Fund have determined that the Merger is in the best interests of the Surviving
Fund and the Merging Fund, respectively, and the interests of the shareholders
of the Surviving Fund and the Merging Fund will not be diluted as a result of
the Merger;

   NOW, THEREFORE, in consideration of the premises and of the covenants and
agreements hereinafter set forth, and intending to be legally bound, the
parties hereto covenant and agree as follows:

<PAGE>

1. DESCRIPTION OF THE MERGERS

   1.1. It is the intention of the parties hereto that each Merger described
herein shall be conducted separately from the others, and a party that is not a
party to a Merger shall incur no obligations, duties or liabilities, nor make
any representations, warranties or covenants, with respect to such Merger by
reason of being a party to this Agreement. If any one or more Mergers should
fail to be consummated, such failure shall not affect the other Mergers in any
way.

   1.2. Subject to the terms and conditions herein set forth and on the basis
of the representations and warranties contained herein, with respect to each
Merging Fund and its corresponding Surviving Fund, at the Closing Time (as
defined below), the Merging Fund shall be merged with and into the Surviving
Fund, the separate existence of the Merging Fund as a Delaware Statutory Trust
and registered investment company shall cease, and the Surviving Fund will be
the surviving entity for all purposes, including accounting purposes and for
purposes of presenting investment performance history.

   1.3. Upon the terms and subject to the conditions of this Agreement, on the
Closing Date (as defined below), the applicable parties shall cause the Merger
to be consummated by filing a certificate of merger (a "Certificate of Merger")
with the Secretary of State of the State of Delaware in accordance with
Section 3815 of the DSTA. The Merger shall become effective at 9:15 a.m.
Eastern Time, as shall be specified in a Certificate of Merger duly filed with
the Secretary of the State of Delaware, or at such later date or time as the
parties shall agree and specify in the Certificate of Merger (the "Closing
Time").

   1.4. As a result of operation of the applicable provisions of the DSTA, the
following events occur simultaneously at the Closing Time, except as otherwise
provided herein:

      (a) all of the assets, property, goodwill, rights, privileges, powers and
   franchises of the Merging Fund, including, without limitation, all cash,
   securities, commodities and futures interests, claims (whether absolute or
   contingent, known or unknown, accrued or unaccrued and including, without
   limitation, any interest in pending or future legal claims in connection
   with past or present portfolio holdings, whether in the form of class action
   claims, opt-out or other direct litigation claims, or regulator or
   government-established investor recovery fund claims, and any and all
   resulting recoveries), dividends or interest receivable, deferred or prepaid
   expenses shown as an asset on the books of the Merging Fund on the Closing
   Date, goodwill, contractual rights, originals or copies of all books and
   records of the Merging Fund and all intangible property that is owned by the
   Merging Fund (collectively, the "Merging Fund Assets") shall vest in the
   Surviving Fund, and all of the liabilities, debts, obligations, restrictions
   and duties of the Merging Fund (whether known or unknown, absolute or
   contingent, accrued or unaccrued and including, without limitation, any
   liabilities of the Merging Fund to indemnify the trustees or officers of the
   Merging Fund or any other persons under the Merging Fund's Declaration of
   Trust or otherwise, and including all liabilities, debts, obligations,
   restrictions and duties of the Predecessor Fund assumed by the Merging Fund
   pursuant to the Redomestication) (collectively, the "Merging Fund
   Liabilities") shall become the liabilities, debts, obligations, restrictions
   and duties of the Surviving Fund;

                                      -2-

<PAGE>

      (b) Merging Fund common shares of beneficial interest (the "Merging Fund
   Common Shares") shall be converted into Surviving Fund common shares of
   beneficial interest (the "Surviving Fund Common Shares") and Merging Fund
   preferred shares of beneficial interest, if any (the "Merging Fund Preferred
   Shares"), shall be converted into Surviving Fund preferred shares of
   beneficial interest (the "Surviving Fund Preferred Shares"). Prior to the
   Closing Time or as soon as practicable thereafter, the Surviving Fund will
   open shareholder accounts on the share ledger records of the Surviving Fund
   in the names of and in the amounts due to the shareholders of the Merging
   Fund Common Shares and Merging Fund Preferred Shares (if any) based on their
   respective holdings in the Merging Fund as of the close of business on the
   Valuation Date, as more fully described in Section 3 below;

      (c) At the Closing Time, the agreement and declaration of trust and
   bylaws of the Surviving Fund in effect immediately prior to the Closing Time
   shall continue to be the agreement and declaration of trust and bylaws of
   the Surviving Fund, until and unless thereafter amended in accordance with
   their respective terms;

      (d) From and after the Closing Time, the trustees and officers of the
   Surviving Fund shall continue to be the trustees and officers of the
   combined Merging Fund and Surviving Fund, and such trustees and officers
   shall serve for such terms as are provided in the agreement and declaration
   of trust and the bylaws of the Surviving Fund; and

      (e) From and after the Closing Time, the Surviving Fund's investment
   objectives, strategies, policies and restrictions shall continue to be the
   investment objectives, strategies, policies and restrictions of the combined
   Merging Fund and Surviving Fund.

2. VALUATION

   2.1. Computations of value in connection with the Closing (as defined below)
of each Merger shall be as of immediately after the close of regular trading on
the New York Stock Exchange ("NYSE"), which shall reflect the declaration of
any dividends, on the business day immediately preceding the Closing Date (the
"Valuation Date").

   2.2. All computations of value of the Merging Fund, the Merging Fund Common
Shares, the Merging Fund Preferred Shares (if any), the Merging Fund Assets and
the Merging Fund Liabilities shall be made using the Merging Fund's valuation
procedures established by the Merging Fund's Board of Trustees. All
computations of value of the Surviving Fund, the Surviving Fund Common Shares,
the Surviving Fund Preferred Shares (if any) and the Surviving Fund's assets
and liabilities shall be made using the Surviving Fund's valuation procedures
established by the Surviving Fund's Board of Trustees.

3. CLOSING AND CLOSING DATE

   3.1. Each Merger shall close on August 27, 2012 or such other date as the
parties may agree with respect to any or all Mergers (the "Closing Date"). All
acts taking place at the closing of a Merger (the "Closing") shall be deemed to
take place simultaneously as of the Closing Time unless otherwise agreed to by
the parties. In the event that on the Valuation Date or the Closing

                                      -3-

<PAGE>

Date (a) the NYSE or another primary trading market for portfolio securities of
the Merging Fund (each, an "Exchange") shall be closed to trading or trading
thereupon shall be restricted, or (b) trading or the reporting of trading on
such Exchange or elsewhere shall be disrupted so that, in the judgment of the
Board of Trustees of the Merging Fund or the corresponding Surviving Fund or
the authorized officers of either of such entities, accurate appraisal of the
value of the net assets of the Surviving Fund or the Merging Fund,
respectively, is impracticable, the Closing Date shall be postponed until the
first business day after the day when trading shall have been fully resumed and
reporting shall have been restored.

   3.2. With respect to each Merger:

      (a) The Merging Fund's portfolio securities, investments or other assets
   that are represented by a certificate or other written instrument shall be
   transferred and delivered by the Merging Fund as of the Closing Date, or as
   soon as reasonably practicable thereafter, to the Surviving Fund's custodian
   for the account of the Surviving Fund, duly endorsed in proper form for
   transfer and in such condition as to constitute good delivery thereof.

      (b) No later than the Closing, the Merging Fund shall provide the
   Surviving Fund or its transfer agent with the names, addresses, dividend
   reinvestment elections and tax withholding status of the Merging Fund
   shareholders as of the Valuation Date and the information and documentation
   maintained by the Merging Fund or its agents relating to the identification
   and verification of the Merging Fund shareholders under the USA PATRIOT Act
   and other applicable anti-money laundering laws, rules and regulations and
   such other information as the Surviving Fund may reasonably request. The
   Surviving Fund and its transfer agent shall have no obligation to inquire as
   to the validity, propriety or correctness of any such instruction,
   information or documentation, but shall, in each case, assume that such
   instruction, information or documentation is valid, proper, correct and
   complete.

      (c) The Surviving Fund shall issue and deliver to the Merging Fund a
   confirmation evidencing the Surviving Fund Common Shares and Surviving Fund
   Preferred Shares, if any, to be credited on the Closing Date, or provide
   other evidence satisfactory to the Merging Fund that such shares have been
   credited to the Merging Fund shareholders' accounts on the books of the
   Surviving Fund.

      (d) Surviving Fund Common Shares of an aggregate net asset value equal to
   the aggregate net asset value of the Merging Fund Common Shares shall be
   issued by the Surviving Fund to the holders of the Merging Fund Common
   Shares in exchange for all of the Merging Fund Common Shares. The aggregate
   net asset value of such shares shall be determined as set forth in Section 2
   above.

      (e) Surviving Fund Preferred Shares of an aggregate liquidation
   preference equal to the aggregate liquidation preference of the Merging Fund
   Preferred Shares shall be issued by the Surviving Fund to the holders of the
   Merging Fund Preferred Shares, if any, in exchange for all of the Merging
   Fund Preferred Shares. The terms of the

                                      -4-

<PAGE>

   Surviving Fund Preferred Shares shall be substantially the same as the terms
   of the Merging Fund Preferred Shares.

      (f) The Surviving Fund shall not issue certificates representing
   Surviving Fund Common Shares in connection with the Merger. Any certificates
   representing ownership of Merging Fund Common Shares that remain outstanding
   at the Closing Time shall be deemed to be cancelled by operation of law and
   shall no longer evidence ownership of the Merging Fund or its shares.

4. REPRESENTATIONS AND WARRANTIES

   4.1. Each Merging Fund and Predecessor Merging Fund represents and warrants
to the corresponding Surviving Fund as follows:

      (a) The Merging Fund is duly formed as a statutory trust, validly
   existing, and in good standing under the laws of the State of Delaware with
   power under its agreement and declaration of trust and bylaws ("Governing
   Documents"), to own all of its Merging Fund Assets, to carry on its business
   as it is now being conducted and to enter into this Agreement and perform
   its obligations hereunder;

      (b) The Merging Fund is registered under the Investment Company Act of
   1940, as amended ("1940 Act"), as a closed-end management investment
   company, and such registration has not been revoked or rescinded and is in
   full force and effect;

      (c) No consent, approval, authorization, or order of any court,
   governmental authority, the Financial Industry Regulatory Authority
   ("FINRA") or any stock exchange on which shares of the Merging Fund are
   listed is required for the consummation by the Merging Fund of the
   transactions contemplated herein, except such as have been or will be
   obtained (at or prior to the Closing Time);

      (d) The Merging Fund is not obligated under any provision of its
   Governing Documents and is not a party to any contract or other commitment
   or obligation, and is not subject to any order or decree, which would be
   violated by its execution or performance under this Agreement, except
   insofar as the Funds have mutually agreed to amend such contract or other
   commitment or obligation to cure any potential violation as a condition
   precedent to the Merger;

      (e) The Merging Fund is authorized to issue an unlimited number of Common
   Shares and an unlimited number of Preferred Shares and all of the issued and
   outstanding shares of beneficial interest of the Merging Fund are, and on
   the Closing Date will be, duly authorized and validly issued and
   outstanding, fully paid and non-assessable by the Merging Fund and no
   shareholder of the Merging Fund will have any preemptive right of
   subscription or purchase in respect thereof and, in every state where
   offered or sold, such offers and sales by the Merging Fund have been in
   compliance in all material respects with applicable registration and/or
   notice requirements of the Securities Act of 1933, as amended (the "1933
   Act") and state and District of Columbia securities laws;

                                      -5-

<PAGE>

      (f) Except as otherwise disclosed to and accepted by or on behalf of the
   Surviving Fund, the Merging Fund will on the Closing Date have good title to
   the Merging Fund Assets and have full right, power and authority to sell,
   assign, transfer and deliver such Merging Fund Assets free of adverse
   claims, including any liens or other encumbrances, and upon delivery and
   payment for such Merging Fund Assets, the Surviving Fund will acquire good
   title thereto, free of adverse claims and subject to no restrictions on the
   full transfer thereof, including, without limitation, such restrictions as
   might arise under the 1933 Act, provided that the Surviving Fund will
   acquire Merging Fund Assets that are segregated as collateral for the
   Merging Fund's derivative positions, including, without limitation, as
   collateral for swap positions and as margin for futures positions, subject
   to such segregation and liens that apply to such Merging Fund Assets;

      (g) The financial statements of the Merging Fund for the Merging Fund's
   most recently completed fiscal year have been audited by the independent
   registered public accounting firm appointed by the Merging Fund's Board of
   Trustees. Such statements, as well as the unaudited, semi-annual financial
   statements for the semi-annual period next succeeding the Merging Fund's
   most recently completed fiscal year, if any, were prepared in accordance
   with accounting principles generally accepted in the United States of
   America ("GAAP") consistently applied, and such statements present fairly,
   in all material respects, the financial condition of the Merging Fund as of
   such date in accordance with GAAP;

      (h) The Merging Fund has no known liabilities of a material nature,
   contingent or otherwise, other than those shown as belonging to it on its
   statement of assets and liabilities as of the Merging Fund's most recently
   completed fiscal year or half-year and those incurred in the ordinary course
   of the Merging Fund's business as an investment company since such date;

      (i) There are no material legal, administrative or other proceedings
   pending or, to the knowledge of the Merging Fund, threatened against the
   Merging Fund which assert liability or which may, if successfully prosecuted
   to their conclusion, result in liability on the part of the Merging Fund,
   other than as have been disclosed to the Surviving Fund;

      (j) The registration statement filed by the Surviving Fund on Form N-14,
   which includes, among other things, a proxy statement of the Merging Fund
   and a prospectus of the Surviving Fund with respect to the transactions
   contemplated herein (including the statement of additional information
   incorporated by reference therein, the "Joint Proxy Statement/Prospectus"),
   and any supplement or amendment thereto or to the documents included or
   incorporated by reference therein (collectively, as so amended or
   supplemented, the "N-14 Registration Statement"), on its effective date, at
   the time of the shareholders meeting called to vote on the proposals set
   forth in the Joint Proxy Statement/Prospectus and on the Closing Date,
   insofar as it relates to the Merging Fund, (i) complied or will comply in
   all material respects with the 1933 Act, the Securities Exchange Act of
   1934, as amended (the "1934 Act"), and the 1940 Act and the rules and
   regulations thereunder (ii) did not or will not contain any untrue statement
   of a material fact or omit any material fact required to be stated therein
   or necessary to make the

                                      -6-

<PAGE>

   statements therein not misleading; and the Joint Proxy Statement/Prospectus,
   as of its date, at the time of the shareholders meeting called to vote on
   the proposals set forth therein and on the Closing Date, insofar as it
   relates to the Merging Fund, (i) complied or will comply in all material
   respects with the 1933 Act, the 1934 Act and the 1940 Act and the rules and
   regulations thereunder and (ii) did not or will not contain any untrue
   statement of a material fact or omit any material fact required to be stated
   therein or necessary to make the statements therein in light of the
   circumstances under which they were made, not misleading; provided, however,
   that the representations and warranties in this subsection shall apply only
   to statements in or omissions from the N-14 Registration Statement or the
   Joint Proxy Statement/Prospectus made in reliance upon and in conformity
   with information furnished by the Merging Fund for use in the N-14
   Registration Statement or the Joint Proxy Statement/Prospectus.

      (k) On the Closing Date, all material Returns (as defined below) of the
   Merging Fund required by law to have been filed by such date (including any
   extensions) shall have been filed and are or will be true, correct and
   complete in all material respects, and all Taxes (as defined below) shown as
   due or claimed to be due by any government entity shall have been paid or
   provision has been made for the payment thereof. To the Merging Fund's
   knowledge, no such Return is currently under audit by any federal, state,
   local or foreign Tax authority; no assessment has been asserted with respect
   to such Returns; there are no levies, liens or other encumbrances on the
   Merging Fund or its assets resulting from the non-payment of any Taxes; no
   waivers of the time to assess any such Taxes are outstanding nor are any
   written requests for such waivers pending; and adequate provision has been
   made in the Merging Fund financial statements for all Taxes in respect of
   all periods ended on or before the date of such financial statements. As
   used in this Agreement, "Tax" or "Taxes" means any tax, governmental fee or
   other like assessment or charge of any kind whatsoever (including, but not
   limited to, withholding on amounts paid to or by any person), together with
   any interest, penalty, addition to tax or additional amount imposed by any
   governmental authority (domestic or foreign) responsible for the imposition
   of any such tax. "Return" means reports, returns, information returns,
   elections, agreements, declarations, or other documents of any nature or
   kind (including any attached schedules, supplements and additional or
   supporting material) filed or required to be filed with respect to Taxes,
   including any claim for refund, amended return or declaration of estimated
   Taxes (and including any amendments with respect thereto);

      (l) The Merging Fund has elected to be a "regulated investment company"
   under Subchapter M of the Code and is a fund that is treated as a separate
   corporation under Section 851(g) of the Code. The Merging Fund has qualified
   for treatment as a regulated investment company for each taxable year since
   inception that has ended prior to the Closing Date and will have satisfied
   the requirements of Part I of Subchapter M of the Code to maintain such
   qualification for the period beginning on the first day of its current
   taxable year and ending on the Closing Date. The Merging Fund has no
   earnings or profits accumulated in any taxable year in which the provisions
   of Subchapter M of the Code did not apply to it. In order to (A) ensure
   continued qualification of the Merging Fund for treatment as a regulated
   investment company for tax purposes and (B) eliminate any tax liability of
   the Merging Fund arising by reason of undistributed investment

                                      -7-

<PAGE>

   company taxable income or net capital gain, the Merging Fund, before the
   Closing Date, will declare on or prior to the Valuation Date to the
   shareholders of the Merging Fund a dividend or dividends that, together with
   all previous such dividends, shall have the effect of distributing (i) all
   of Merging Fund's investment company taxable income for the taxable year
   ended prior to the Closing Date and substantially all of such investment
   company taxable income for the final taxable year ending on the Closing Date
   (in each case determined without regard to any deductions for dividends
   paid); (ii) all of Merging Fund's net capital gain recognized in its taxable
   year ended prior to the Closing Date and substantially all of any such net
   capital gain recognized in such final taxable year (in each case after
   reduction for any capital loss carryover); and (iii) at least 90 percent of
   the excess, if any, of the Merging Fund's interest income excludible from
   gross income under Section 103(a) of the Code over its deductions disallowed
   under Sections 265 and 171(a)(2) of the Code for the taxable year prior to
   the Closing Date and at least 90 percent of such net tax-exempt income for
   such final taxable year;

      (m) The execution, delivery and performance of this Agreement will have
   been duly authorized prior to the Closing Date by all necessary action, if
   any, on the part of the Board of Trustees of the Merging Fund and, subject
   to the approval of the shareholders of the Funds and the due authorization,
   execution and delivery of this Agreement by IAI, this Agreement will
   constitute a valid and binding obligation of the Merging Fund enforceable in
   accordance with its terms, subject, as to enforcement, to bankruptcy,
   insolvency, reorganization, moratorium and other laws relating to or
   affecting creditors' rights and to general equity principles;

      (n) All of the issued and outstanding Merging Fund Common Shares were
   offered for sale and sold in conformity with all applicable federal and
   state securities laws.

      (o) The books and records of the Merging Fund are true and correct in all
   material respects and contain no material omissions with respect to
   information required to be maintained under the laws, rules and regulations
   applicable to the Merging Fund;

      (p) The Merging Fund is not under the jurisdiction of a court in a
   Title 11 or similar case within the meaning of Section 368(a)(3)(A) of the
   Code;

      (q) The Merging Fund has no unamortized or unpaid organizational fees or
   expenses; and

      (r) There are no material contracts outstanding to which the Merging Fund
   is a party that have not been disclosed in the N-14 Registration Statement
   or that will not otherwise be disclosed to the Surviving Fund prior to the
   Closing Time.

   4.2. Each Surviving Fund and Predecessor Surviving Fund represents and
warrants to the corresponding Merging Fund as follows:

      (a) The Surviving Fund is duly formed as a statutory trust, validly
   existing, and in good standing under the laws of the State of Delaware, with
   power under its agreement and declaration of trust, as amended (the
   "Agreement and Declaration of

                                      -8-

<PAGE>

   Trust"), to own all of its properties and assets and to carry on its
   business as it is now being, and as it is contemplated to be, conducted, and
   to enter into this Agreement and perform its obligations hereunder;

      (b) The Surviving Fund is registered under the 1940 Act as a closed-end
   management investment company, and such registration has not been revoked or
   rescinded and is in full force and effect;

      (c) No consent, approval, authorization, or order of any court,
   governmental authority, FINRA or any stock exchange on which shares of the
   Surviving Fund are listed is required for the consummation by the Surviving
   Fund of the transactions contemplated herein, except such as have been or
   will be obtained (at or prior to the Closing Time);

      (d) The financial statements of the Surviving Fund for the Surviving
   Fund's most recently completed fiscal year have been audited by the
   independent registered public accounting firm appointed by the Surviving
   Fund's Board of Trustees. Such statements, as well as the unaudited,
   semi-annual financial statements for the semi-annual period next succeeding
   the Surviving Fund's most recently completed fiscal year, if any, were
   prepared in accordance with GAAP consistently applied, and such statements
   present fairly, in all material respects, the financial condition of the
   Surviving Fund as of such date in accordance with GAAP;

      (e) The Surviving Fund has no known liabilities of a material nature,
   contingent or otherwise, other than those shown as belonging to it on its
   statement of assets and liabilities as of the Surviving Fund's most recently
   completed fiscal year or half-year and those incurred in the ordinary course
   of the Surviving Fund's business as an investment company since such date;

      (f) There are no material legal, administrative or other proceedings
   pending or, to the knowledge of Surviving Fund, threatened against Surviving
   Fund which assert liability or which may, if successfully prosecuted to
   their conclusion, result in liability on the part of Surviving Fund, other
   than as have been disclosed to the Merging Fund;

      (g) The N-14 Registration Statement, on its effective date, at the time
   of the shareholders meeting called to vote on the proposals set forth in the
   Joint Proxy Statement/Prospectus and on the Closing Date, (i) complied or
   will comply in all material respects with the 1933 Act, the 1934 Act and the
   1940 Act and the rules and regulations thereunder and (ii) did not or will
   not contain any untrue statement of a material fact or omit any material
   fact required to be stated therein or necessary to make the statements
   therein not misleading; and the Joint Proxy Statement/Prospectus, as of its
   date, at the time of the shareholders meeting called to vote on the
   proposals set forth therein and on the Closing Date (i) complied or will
   comply in all material respects with the 1933 Act, the 1934 Act and the 1940
   Act and regulations thereunder and (ii) did not or will not contain any
   untrue statement of a material fact or omit any material fact required to be
   stated therein or necessary to make the statements therein in light of the
   circumstances under which they were made, not misleading; provided, however,
   that the representations and warranties in this subsection shall not apply
   to statements in or omissions from the

                                      -9-

<PAGE>

   N-14 Registration Statement or the Joint Proxy Statement/Prospectus made in
   reliance upon and in conformity with information furnished by the Merging
   Fund for use in the N-14 Registration Statement or the Joint Proxy
   Statement/Prospectus;

      (h) On the Closing Date, all material Returns of the Surviving Fund
   required by law to have been filed by such date (including any extensions)
   shall have been filed and are or will be true, correct and complete in all
   material respects, and all Taxes shown as due or claimed to be due by any
   government entity shall have been paid or provision has been made for the
   payment thereof. To the Surviving Fund's knowledge, no such Return is
   currently under audit by any federal, state, local or foreign Tax authority;
   no assessment has been asserted with respect to such Returns; there are no
   levies, liens or other encumbrances on the Surviving Fund or its assets
   resulting from the non-payment of any Taxes; and no waivers of the time to
   assess any such Taxes are outstanding nor are any written requests for such
   waivers pending; and adequate provision has been made in the Surviving Fund
   financial statements for all Taxes in respect of all periods ended on or
   before the date of such financial statements;

      (i) The Surviving Fund has elected to be a regulated investment company
   under Subchapter M of the Code and is a fund that is treated as a separate
   corporation under Section 851(g) of the Code. The Surviving Fund has
   qualified for treatment as a regulated investment company for each taxable
   year since inception that has ended prior to the Closing Date and will have
   satisfied the requirements of Part I of Subchapter M of the Code to maintain
   such qualification for the period beginning on the first day of its current
   taxable year and ending on the Closing Date. The Surviving Fund has no
   earnings or profits accumulated in any taxable year in which the provisions
   of Subchapter M of the Code did not apply to it;

      (j) All issued and outstanding Surviving Fund shares are, and on the
   Closing Date will be, duly authorized and validly issued and outstanding,
   fully paid and non-assessable by the Surviving Fund and, in every state
   where offered or sold, such offers and sales by the Surviving Fund have been
   in compliance in all material respects with applicable registration and/or
   notice requirements of the 1933 Act and state and District of Columbia
   securities laws or exemptions therefrom, and there will be a sufficient
   number of such shares registered under the 1933 Act or exempt from such
   registration and, as may be necessary, with applicable state securities
   commissions, to permit the issuances contemplated by this Agreement to be
   consummated;

      (k) The execution, delivery and performance of this Agreement will have
   been duly authorized prior to the Closing Date by all necessary action, if
   any, on the part of the Board of Trustees of the Surviving Fund and subject
   to the approval of the shareholders of the Funds and the due authorization,
   execution and delivery of this Agreement by IAI, this Agreement will
   constitute a valid and binding obligation of the Surviving Fund enforceable
   in accordance with its terms, subject, as to enforcement, to bankruptcy,
   insolvency, reorganization, moratorium and other laws relating to or
   affecting creditors' rights and to general equity principles;

                                     -10-

<PAGE>

      (l) The Surviving Fund Common Shares and Surviving Fund Preferred Shares
   (if any) to be issued and delivered to the Merging Fund, for the account of
   the Merging Fund shareholders, pursuant to the terms of this Agreement, will
   on the Closing Date have been duly authorized and, when so issued and
   delivered, will be duly and validly issued shares of the Surviving Fund, and
   will be fully paid and non-assessable by the Surviving Fund and no
   shareholder of the Surviving Fund will have any preemptive right of
   subscription or purchase in respect thereof;

      (m) The books and records of the Surviving Fund are true and correct in
   all material respects and contain no material omissions with respect to
   information required to be maintained under the laws, rules and regulations
   applicable to the Surviving Fund;

      (n) The Surviving Fund is not under the jurisdiction of a court in a
   Title 11 or similar case within the meaning of Section 368(a)(3)(A) of the
   Code; and

      (o) The Surviving Fund has no unamortized or unpaid organizational fees
   or expenses for which it does not expect to be reimbursed by Invesco or its
   affiliates.

5. COVENANTS OF THE SURVIVING FUND AND THE MERGING FUND

   5.1. With respect to each Merger:

      (a) The Surviving Fund, the Merging Fund and the corresponding
   Predecessor Funds each: (i) will operate its business in the ordinary course
   and substantially in accordance with past practices between the date hereof
   and the Closing Date for the Merger, it being understood that such ordinary
   course of business may include the declaration and payment of customary
   dividends and distributions, and any other distribution that may be
   advisable, and (ii) shall use its reasonable best efforts to preserve intact
   its business organization and material assets and maintain the rights,
   franchises and business and customer relations necessary to conduct the
   business operations of the Surviving Fund, the Merging Fund or the
   corresponding Predecessor Fund, as appropriate, in the ordinary course in
   all material respects.

      (b) Each Fund and Predecessor Fund agrees to mail to its shareholders of
   record entitled to vote at the meeting of shareholders at which action is to
   be considered regarding this Agreement, in sufficient time to comply with
   requirements as to notice thereof, the Joint Proxy Statement/Prospectus
   applicable to such Fund, to call a meeting of such shareholders and to take
   all other action necessary to obtain approval of the transactions
   contemplated herein.

      (c) The Merging Fund will provide the Surviving Fund with (1) a statement
   of the respective tax basis and holding period of all investments to be
   transferred by the Merging Fund to the Surviving Fund, (2) a copy (which may
   be in electronic form) of the shareholder ledger accounts including, without
   limitation, the name, address and taxpayer identification number of each
   shareholder of record, the number of shares of beneficial interest held by
   each shareholder, the dividend reinvestment elections applicable to each
   shareholder, and the backup withholding and nonresident alien withholding
   certifications, notices or records on file with the Merging Fund with
   respect to each shareholder, for all

                                     -11-

<PAGE>

   of the shareholders of record of the Merging Fund as of the close of
   business on the Valuation Date, who are to become holders of the Surviving
   Fund as a result of the transfer of Merging Fund Assets, certified by its
   transfer agent or its President or Vice-President to the best of their
   knowledge and belief, (3) the tax books and records of the Merging Fund for
   purposes of preparing any Returns required by law to be filed for tax
   periods ending after the Closing Date, and (4) if reasonably requested by
   the Surviving Fund in writing, all FASB ASC 740-10-25 (formerly FIN 48) work
   papers and supporting statements pertaining to the Merging Fund. The
   foregoing information to be provided within such timeframes as is mutually
   agreed by the parties. The Merging Fund agrees to cooperate with the
   Surviving Fund in filing any Return, amended return or claim for refund,
   determining a liability for taxes or a right to a refund of taxes or
   participating in or conducting any audit or other proceeding in respect of
   taxes. The Merging Fund agrees to retain for a period of seven (7) years
   following the Closing Date all Returns and work papers and all material
   records or other documents relating to tax matters for taxable periods
   ending on or before the Closing Date.

      (d) Subject to the provisions of this Agreement, the Surviving Fund, the
   Merging Fund and the corresponding Predecessor Funds will each take, or
   cause to be taken, all action, and do or cause to be done all things,
   reasonably necessary, proper or advisable to consummate and make effective
   the transactions contemplated by this Agreement.

      (e) It is the intention of the parties that each Merger will qualify as a
   reorganization with the meaning of Section 368(a)(1)(A) of the Code. None of
   the parties to a Merger shall take any action or cause any action to be
   taken (including, without limitation the filing of any tax Return) that is
   inconsistent with such treatment or results in the failure of such Merger to
   qualify as a reorganization within the meaning of Section 368(a)(1)(A) of
   the Code.

      (f) Any reporting responsibility of the Merging Fund, including, but not
   limited to, the responsibility for filing regulatory reports, tax Returns
   relating to tax periods ending on or prior to the Closing Date (whether due
   before or after the Closing Date), or other documents with the SEC, any
   state securities commission, and any federal, state or local tax authorities
   or any other relevant regulatory authority, is and shall remain the
   responsibility of the Merging Fund, except as otherwise is mutually agreed
   by the parties.

      (g) The Merging Fund undertakes that if the Merger is consummated, it
   will file an application pursuant to Section 8(f) of the 1940 Act for an
   order declaring that the Merging Fund has ceased to be a registered
   investment company.

      (h) The Surviving Fund and Predecessor Surviving Fund shall use their
   reasonable best efforts to cause the Surviving Fund Common Shares to be
   issued in the Merger to be approved for listing on each of the stock
   exchanges on which the corresponding Merging Fund Common Shares are listed.

                                     -12-

<PAGE>

      (i) If the Merging Fund has outstanding Merging Fund Preferred Shares,
   the Surviving Fund shall use its reasonable best efforts to obtain a rating
   on the Surviving Fund Preferred Shares from at least one nationally
   recognized statistical rating organization ("NRSRO") and include in its
   governing documents terms relating to the Surviving Fund Preferred Shares
   that are either substantially the same as such terms included in the
   Governing Documents of the Merging Fund in respect of the Merging Fund
   Preferred Shares or substantially the same as such terms included in the
   Merging Fund Governing Documents except for such changes as required by any
   NRSRO rating the Surviving Fund Preferred Shares, prior to the Closing.

      (j) If the Merging Fund has outstanding Merging Fund Preferred Shares or
   the Surviving Fund has outstanding Surviving Fund Preferred Shares, the
   combined Merging Fund and Surviving Fund will satisfy all of its obligations
   set forth in the Surviving Fund's declaration of trust, statement of
   preferences of the Surviving Fund Preferred Shares, registration rights
   agreement relating to the Surviving Fund Preferred Shares and the Surviving
   Fund Preferred Shares certificate (including, without limitation,
   satisfaction of the effective leverage ratio and minimum asset coverage
   covenants set forth in its statement of preferences) immediately after
   Closing.

      (k) If the Merging Fund has outstanding Merging Fund Preferred Shares or
   the Surviving Fund has outstanding Surviving Fund Preferred Shares,
   immediately after closing the Surviving Fund Preferred Shares shall be rated
   at least AA-/Aa3 by each rating agency rating, at the request of the
   Surviving Fund, the Surviving Fund Preferred Shares.

6. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE MERGING FUND

   6.1. With respect to each Merger, the obligations of the Merging Fund to
consummate the transactions provided for herein shall be subject, at the
Merging Fund's election, to the performance by the Surviving Fund of all of the
obligations to be performed by it hereunder on or before the Closing Time, and,
in addition thereto, the following conditions:

      (a) All representations and warranties of the Surviving Fund and the
   Predecessor Surviving Fund contained in this Agreement shall be true and
   correct in all material respects as of the date hereof and, except as they
   may be affected by the transactions contemplated by this Agreement, as of
   the Closing Date, with the same force and effect as if made on and as of the
   Closing Date;

      (b) The Surviving Fund shall have delivered to the Merging Fund on the
   Closing Date a certificate executed in its name by its President or Vice
   President and Treasurer, in form and substance reasonably satisfactory to
   the Merging Fund and dated as of the Closing Date, to the effect that the
   representations and warranties of or with respect to the Surviving Fund and
   the Predecessor Surviving Fund made in this Agreement are true and correct
   at and as of the Closing Date, except as they may be affected by the
   transactions contemplated by this Agreement;

      (c) The Surviving Fund and the Predecessor Surviving Fund shall have

                                     -13-

<PAGE>

   performed all of the covenants and complied with all of the provisions
   required by this Agreement to be performed or complied with by the Surviving
   Fund and the Predecessor Surviving Fund, on or before the Closing Date;

      (d) If the Merging Fund has outstanding Merging Fund Preferred Shares,
   the Surviving Fund shall have amended its governing documents to include
   terms relating to the Surviving Fund Preferred Shares that are either
   substantially identical to such terms included in the Governing Documents of
   the Merging Fund in respect of the Merging Fund Preferred Shares or
   substantially identical to such terms included in the Merging Fund Governing
   Documents except for such changes as required by any NRSRO rating the
   Surviving Fund Preferred Shares, and shall have obtained a rating on the
   Surviving Fund Preferred Shares from at least one NRSRO;

      (e) If the Surviving Fund has outstanding Surviving Fund Preferred
   Shares, immediately prior to Closing, the Surviving Fund Preferred Shares
   shall be rated at least AA-/Aa3 by each rating agency rating, at the request
   of the Surviving Fund; the Surviving Fund Preferred Shares; and

      (f) If the Surviving Fund has outstanding Surviving Fund Preferred
   Shares, the Surviving Fund shall have satisfied all of its obligations set
   forth in its declaration of trust, statement of preferences of the Surviving
   Fund Preferred Shares, registration rights agreement relating to the
   Surviving Fund Preferred Shares and the Surviving Fund Preferred Shares
   certificate (including, without limitation, satisfaction of the effective
   leverage ratio and minimum asset coverage covenants set forth in its
   statement of preferences) immediately prior to Closing.

7. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SURVIVING FUND

   7.1. With respect to each Merger, the obligations of the Surviving Fund to
consummate the transactions provided for herein shall be subject, at the
Surviving Fund's election, to the performance by the Merging Fund of all of the
obligations to be performed by it hereunder on or before the Closing Date and,
in addition thereto, the following conditions:

      (a) All representations and warranties of the Merging Fund and the
   Predecessor Merging Fund contained in this Agreement shall be true and
   correct in all material respects as of the date hereof and, except as they
   may be affected by the transactions contemplated by this Agreement, as of
   the Closing Date, with the same force and effect as if made on and as of the
   Closing Date;

      (b) The Merging Fund shall have delivered an unaudited statement of
   assets and liabilities and an unaudited schedule of investments as of the
   Valuation Date (together the "Closing Financial Statements") for the purpose
   of determining the number of Surviving Fund Common Shares and the number of
   Surviving Fund Preferred Shares, if any, to be issued to the Merging Fund's
   common shareholders and preferred shareholders, if any, and the Closing
   Financial Statements will fairly present the financial position of the
   Merging Fund as of the Valuation Date in conformity with GAAP applied on a
   consistent basis;

                                     -14-

<PAGE>

      (c) The Merging Fund shall have delivered to the Surviving Fund on the
   Closing Date a certificate executed in its name by its President or Vice
   President and Treasurer, in form and substance reasonably satisfactory to
   the Surviving Fund and dated as of the Closing Date, to the effect that the
   representations and warranties of or with respect to the Merging Fund and
   the Predecessor Merging Fund made in this Agreement are true and correct at
   and as of the Closing Date, except as they may be affected by the
   transactions contemplated by this Agreement;

      (d) The Merging Fund and the Predecessor Merging Fund shall have
   performed all of the covenants and complied with all of the provisions
   required by this Agreement to be performed or complied with by the Merging
   Fund and the Predecessor Merging Fund, on or before the Closing Date;

      (e) The Merging Fund shall have declared and paid or cause to be paid a
   distribution or distributions prior to the Closing that, together with all
   previous distributions, shall have the effect of distributing to its
   shareholders (i) all of Merging Fund's investment company taxable income for
   the taxable year ended prior to the Closing Date and substantially all of
   such investment company taxable income for the final taxable year ending on
   the Closing Date (in each case determined without regard to any deductions
   for dividends paid); (ii) all of Merging Fund's net capital gain recognized
   in its taxable year ended prior to the Closing Date and substantially all of
   any such net capital gain recognized in such final taxable year (in each
   case after reduction for any capital loss carryover); and (iii) at least 90
   percent of the excess, if any, of the Merging Fund's interest income
   excludible from gross income under Section 103(a) of the Code over its
   deductions disallowed under Sections 265 and 171(a)(2) of the Code for the
   taxable year prior to the Closing Date and at least 90 percent of such net
   tax-exempt income for such final taxable year; and

      (f) If the Merging Fund has outstanding Merging Fund Preferred Shares,
   the Merging Fund shall have satisfied all of its obligations set forth in
   its declaration of trust, statement of preferences of the Merging Fund
   Preferred Shares, registration rights agreement relating to the Merging Fund
   Preferred Shares and the Merging Fund Preferred Shares certificate
   (including, without limitation, satisfaction of the effective leverage ratio
   and minimum asset coverage covenants set forth in its statement of
   preferences) immediately prior to Closing.

8. FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SURVIVING FUND AND THE
   MERGING FUND

   With respect to each Merger, if any of the conditions set forth below have
not been satisfied on or before the Closing Date with respect to the Merging
Fund or the Surviving Fund, the Merging Fund or the Surviving Fund,
respectively, shall, at its option, not be required to consummate the
transactions contemplated for such Merger by this Agreement:

   8.1. The Agreement shall have been approved by the requisite vote of the
holders of the outstanding Common Shares and Preferred Shares of each Fund, as
set forth in the N-14 Registration Statement. Notwithstanding anything herein
to the contrary, neither the Merging

                                     -15-

<PAGE>

Fund nor the Surviving Fund may waive the conditions set forth in this
Section 8.1;

   8.2. On the Closing Date, no action, suit or other proceeding shall be
pending or, to the Merging Fund's or the Surviving Fund's knowledge, threatened
before any court or governmental agency in which it is sought to restrain or
prohibit, or obtain damages or other relief in connection with, this Agreement,
the transactions contemplated herein;

   8.3. All consents of other parties and all other consents, orders and
permits of federal, state and local regulatory authorities and national
securities exchanges for purposes of listing shares of the Funds, deemed
necessary by the Surviving Fund or the Merging Fund to permit consummation, in
all material respects, of the transactions contemplated hereby shall have been
obtained, except where failure to obtain any such consent, order or permit
would not involve a risk of a material adverse effect on the assets or
properties of the Surviving Fund or the Merging Fund, provided that either
party hereto may for itself waive any of such conditions;

   8.4. The N-14 Registration Statement shall have become effective under the
1933 Act and no stop orders suspending the effectiveness thereof shall have
been issued and, to the best knowledge of the parties hereto, no investigation
or proceeding for that purpose shall have been instituted or be pending,
threatened or known to be contemplated under the 1933 Act; and

   8.5. The Merging Fund and the Surviving Fund shall have received on or
before the Closing Date an opinion of Stradley Ronon Stevens & Young, LLP
("Stradley Ronon") in form and substance reasonably acceptable to the Merging
Fund and the Surviving Fund, as to the matters set forth on Schedule 8.5. In
rendering such opinion, Stradley Ronon may request and rely upon
representations contained in certificates of officers of the Merging Fund, the
Surviving Fund, IAI and others, and the officers of the Merging Fund, the
Surviving Fund and IAI shall use their best efforts to make available such
truthful certificates.

   8.6. If the Merging Fund has outstanding Merging Fund Preferred Shares, the
Merging Fund and the Surviving Fund shall have received on or before the
Closing Date an opinion of Skadden, Arps, Slate, Meagher & Flom LLP ("Skadden")
in form and substance reasonably acceptable to the Merging Fund and the
Surviving Fund, as to the matters set forth on Schedule 8.6. In rendering such
opinion, Skadden may request and rely upon representations contained in
certificates of officers of the Merging Fund, the Surviving Fund, IAI and
others, and the officers of the Merging Fund, the Surviving Fund and IAI shall
use their best efforts to make available such truthful certificates.

   8.7. The shareholders of each of the Merging Fund and the Surviving Fund
shall have approved the Redomestication of such fund to a Delaware statutory
trust, as described in the proxy materials related to such Redomestication
(including the N-14 Registration Statement), and each such Redomestication
shall have been consummated.

9. FEES AND EXPENSES

   9.1. Each Fund will bear its expenses relating to its Merger provided that
1) the Fund is expected to recoup those costs within 24 months following the
Merger as a result of reduced total annual fund operating expenses based on
estimates prepared by the Adviser and discussed with the Board and 2) the
Fund's total annual fund operating expenses did not exceed the

                                     -16-

<PAGE>

expense limit under the expense limitation arrangement in place with IAI at the
time such expenses were discussed with the Board. The Fund will bear these
expenses regardless of whether its Merger is consummated, subject to any
expense limitation arrangement in place with IAI. IAI will bear the Merger
costs of any Fund that does not meet the foregoing threshold.

10. FINALTAX RETURNS AND FORMS 1099 OF MERGING FUND

   10.1. After the Closing Date, except as otherwise agreed to by the parties,
the Merging Fund shall or shall cause its agents to prepare any federal, state
or local tax Returns, including any Forms 1099, required to be filed by the
Merging Fund with respect to its final taxable year ending on the Closing Date
and for any prior periods or taxable years and shall further cause such tax
Returns and Forms 1099 to be duly filed with the appropriate taxing authorities.

11. ENTIREAGREEMENT; SURVIVAL OF WARRANTIES AND COVENANTS

   11.1. The representations, warranties and covenants of the Funds and IAI
contained in this Agreement or in any document delivered pursuant hereto or in
connection herewith shall not survive the consummation of the transactions
contemplated hereunder; provided that the covenants to be performed after the
Closing shall survive the Closing. The representations, warranties and
covenants of each Predecessor Fund contained in this Agreement or in any
document delivered pursuant hereto or in connection herewith shall not survive
the consummation of the Redomestication of such Predecessor Fund.

12. TERMINATION

   With respect to each Merger, this Agreement may be terminated and the
transactions contemplated hereby may be abandoned (i) by mutual agreement of
the Merging Fund and the corresponding Surviving Fund, (ii) by the Merging Fund
if any condition of the Surviving Fund's obligations set forth in this
Agreement has not been fulfilled or waived by the Merging Fund, or (iii) by the
Surviving Fund if any condition of the Merging Fund's obligations set forth in
this Agreement has not been fulfilled or waived by the Surviving Fund,
notwithstanding approval thereof by such Funds' shareholders, if circumstances
should develop that, in such parties judgment, make proceeding with this
Agreement inadvisable.

13. AMENDMENTS

   This Agreement may be amended, modified or supplemented in such manner as
may be mutually agreed upon in writing by the parties; provided, however, that
following the approval of this Agreement by shareholders of a Merging Fund
and/or its corresponding Surviving Fund, no such amendment may have the effect
of changing the provisions for determining the number of Surviving Fund shares
to be paid to that Merging Fund's shareholders under this Agreement to the
detriment of such Merging Fund shareholders or shall otherwise materially amend
the terms of this agreement without their further approval.

14. HEADINGS;GOVERNING LAW; COUNTERPARTS; ASSIGNMENT; LIMITATION OF LIABILITY

   14.1. The Article and Section headings contained in this Agreement are for
reference

                                     -17-

<PAGE>

purposes only and shall not affect in any way the meaning or interpretation of
this Agreement.

   14.2. This Agreement shall be governed by and construed in accordance with
the laws of the State of Delaware and applicable federal law, without regard to
its principles of conflicts of laws.

   14.3. This Agreement shall bind and inure with respect to each Merger to the
benefit of the parties to the Merger and their respective successors and
assigns, but no assignment or transfer hereof or of any rights or obligations
hereunder shall be made by any such party without the written consent of the
other parties to such Merger. Nothing herein expressed or implied is intended
or shall be construed to confer upon or give any person, firm or corporation,
other than the parties with respect to such Merger and their respective
successors and assigns, any rights or remedies under or by reason of this
Agreement.

   14.4. This agreement may be executed in any number of counterparts, each of
which shall be considered an original.

   14.5. It is expressly agreed that the obligations of the parties hereunder
shall not be binding upon any of their respective directors or trustees,
shareholders, nominees, officers, agents, or employees personally, but shall
bind only the property of the applicable Merging Fund or the applicable
Surviving Fund as provided in the Governing Documents of the Merging Fund or
the Agreement and Declaration of Trust of the Surviving Fund, respectively. The
execution and delivery by such officers shall not be deemed to have been made
by any of them individually or to impose any liability on any of them
personally, but shall bind only the property of such party.

   14.6. Any notice, report, statement or demand required or permitted by any
provisions of this Agreement shall be in writing and shall be given by fax or
certified mail addressed to the Merging Fund and the Surviving Fund, each at
1555 Peachtree Street, N.E. Atlanta, GA 30309, Attention: Secretary, fax number
404-962-8357.

       IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
approved on behalf of the Surviving Fund and Merging Fund.

<TABLE>
<S>  <C>                                   <C>
INVESCO ADVISERS, INC.                     INVESCO VALUE MUNICIPAL INCOME TRUST,
                                           INVESCO VALUE MUNICIPAL BOND TRUST, INVESCO
By:  /s/ John M. Zerr                      VALUE MUNICIPAL SECURITIES, INVESCO VALUE
     -------------------------------
     Name:  John M. Zerr                   MUNICIPAL TRUST, INVESCO MUNICIPAL INCOME
     Title:  Senior Vice President         OPPORTUNITIES TRUST, INVESCO MUNICIPAL
                                           INCOME OPPORTUNITIES TRUST II, INVESCO
                                           MUNICIPAL INCOME OPPORTUNITIES TRUST III,
                                           INVESCO QUALITY MUNICIPAL INCOME TRUST,
                                           INVESCO QUALITY MUNICIPAL INVESTMENT TRUST,
                                           INVESCO QUALITY MUNICIPAL SECURITIES, INVESCO
                                           VAN KAMPEN CALIFORNIA VALUE MUNICIPAL
                                           INCOME TRUST, INVESCO CALIFORNIA MUNICIPAL
</TABLE>


                                     -18-

<PAGE>

                                             INCOME TRUST, INVESCO CALIFORNIA
                                             QUALITY MUNICIPAL SECURITIES,
                                             INVESCO CALIFORNIA MUNICIPAL
                                             SECURITIES, INVESCO VAN KAMPEN
                                             HIGH INCOME TRUST II, INVESCO HIGH
                                             YIELD INVESTMENTS FUND, INC.,
                                             INVESCO VAN KAMPEN MUNICIPAL
                                             OPPORTUNITY TRUST, INVESCO
                                             MUNICIPAL PREMIUM INCOME TRUST,
                                             INVESCO VAN KAMPEN SELECT SECTOR
                                             MUNICIPAL TRUST, INVESCO VAN
                                             KAMPEN TRUST FOR VALUE MUNICIPALS,
                                             INVESCO VAN KAMPEN TRUST FOR
                                             INVESTMENT GRADE NEW YORK
                                             MUNICIPALS, INVESCO NEW YORK
                                             QUALITY MUNICIPAL SECURITIES,
                                             INVESCO VAN KAMPEN MUNICIPAL
                                             TRUST, INVESCO VAN KAMPEN
                                             MASSACHUSETTS VALUE MUNICIPAL
                                             INCOME TRUST, INVESCO VAN KAMPEN
                                             OHIO QUALITY MUNICIPAL TRUST, AND
                                             INVESCO VAN KAMPEN TRUST FOR
                                             INVESTMENT GRADE NEW JERSEY
                                             MUNICIPALS

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

                                     -19-

<PAGE>

                                                               Sub-Item 77Q1(g)

                                   EXHIBIT A

                               CHART OF MERGERS

<TABLE>
<CAPTION>
                                       CORRESPONDING MERGING FUND (AND SHARE
 SURVIVING FUND (AND SHARE CLASSES)                  CLASSES)
 ----------------------------------    -------------------------------------
<S>                                    <C>
INVESCO VALUE MUNICIPAL INCOME TRUST   INVESCO VALUE MUNICIPAL BOND TRUST
   Common Shares                            Common Shares
   Preferred Shares                         Preferred Shares
INVESCO VALUE MUNICIPAL INCOME TRUST   INVESCO VALUE MUNICIPAL SECURITIES
   Common Shares                            Common Shares
INVESCO VALUE MUNICIPAL INCOME TRUST   INVESCO VALUE MUNICIPAL TRUST
   Common Shares                            Common Shares
   Preferred Shares                         Preferred Shares
INVESCO MUNICIPAL INCOME               INVESCO MUNICIPAL INCOME
OPPORTUNITIES TRUST                    OPPORTUNITIES TRUST II
   Common Shares                            Common Shares
INVESCO MUNICIPAL INCOME               INVESCO MUNICIPAL INCOME
OPPORTUNITIES TRUST                    OPPORTUNITIES TRUST III
   Common Shares                            Common Shares
INVESCO QUALITY MUNICIPAL INCOME       INVESCO QUALITY MUNICIPAL INVESTMENT
TRUST                                  TRUST
   Common Shares                            Common Shares
   Preferred Shares                         Preferred Shares
INVESCO QUALITY MUNICIPAL INCOME
TRUST                                  INVESCO QUALITY MUNICIPAL SECURITIES
   Common Shares                            Common Shares
   Preferred Shares                         Preferred Shares
INVESCO VAN KAMPEN CALIFORNIA VALUE    INVESCO CALIFORNIA MUNICIPAL INCOME
MUNICIPAL INCOME TRUST                 TRUST
   Common Shares                            Common Shares
   Preferred Shares                         Preferred Shares
INVESCO VAN KAMPEN CALIFORNIA VALUE    INVESCO CALIFORNIA QUALITY MUNICIPAL
MUNICIPAL INCOME TRUST                 SECURITIES
   Common Shares                            Common Shares
   Preferred Shares                         Preferred Shares
INVESCO VAN KAMPEN CALIFORNIA VALUE    INVESCO CALIFORNIA MUNICIPAL
MUNICIPAL INCOME TRUST                 SECURITIES
   Common Shares                            Common Shares
INVESCO VAN KAMPEN HIGH INCOME         INVESCO HIGH YIELD INVESTMENTS FUND,
TRUST II                               INC.
   Common Shares                            Common Shares
INVESCO VAN KAMPEN MUNICIPAL
OPPORTUNITY TRUST                      INVESCO MUNICIPAL PREMIUM INCOME TRUST
   Common Shares                            Common Shares
   Preferred Shares                         Preferred Shares
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                       CORRESPONDING MERGING FUND (AND SHARE
 SURVIVING FUND (AND SHARE CLASSES)                  CLASSES)
 ----------------------------------    -------------------------------------
<S>                                    <C>
INVESCO VAN KAMPEN MUNICIPAL           INVESCO VAN KAMPEN SELECT SECTOR
OPPORTUNITY TRUST                      MUNICIPAL TRUST
   Common Shares                            Common Shares
   Preferred Shares                         Preferred Shares
INVESCO VAN KAMPEN MUNICIPAL           INVESCO VAN KAMPEN TRUST FOR VALUE
OPPORTUNITY TRUST                      MUNICIPALS
   Common Shares                            Common Shares
   Preferred Shares                         Preferred Shares
INVESCO VAN KAMPEN TRUST FOR           INVESCO NEW YORK QUALITY MUNICIPAL
INVESTMENT GRADE NEW YORK MUNICIPALS   SECURITIES
   Common Shares                            Common Shares
   Preferred Shares                         Preferred Shares
INVESCO VAN KAMPEN MUNICIPAL TRUST     INVESCO VAN KAMPEN MASSACHUSETTS
                                       VALUE MUNICIPAL INCOME TRUST
   Common Shares                            Common Shares
   Preferred Shares                         Preferred Shares
INVESCO VAN KAMPEN MUNICIPAL TRUST     INVESCO VAN KAMPEN OHIO QUALITY
                                       MUNICIPAL TRUST
   Common Shares                            Common Shares
   Preferred Shares                         Preferred Shares
INVESCO VAN KAMPEN MUNICIPAL TRUST     INVESCO VAN KAMPEN TRUST FOR
                                       INVESTMENT GRADE NEW JERSEY MUNICIPALS
   Common Shares                            Common Shares
   Preferred Shares                         Preferred Shares
</TABLE>

                                     -21-

<PAGE>

SCHEDULE 8.5

                                  TAX OPINION

   (i) The acquisition by Surviving Fund of all of the assets of Merging Fund
in exchange for Surviving Fund shares and the assumption of the liabilities of
Merging Fund through a statutory merger will qualify as a reorganization within
the meaning of Section 368(a)(1)(A) of the Code and the Surviving Fund and
Merging Fund will each be a "party to a reorganization" within the meaning of
Section 368(b) of the Code.

   (ii) No gain or loss will be recognized by Merging Fund on the transfer of
its assets to, and the assumption of Merging Fund liabilities by, Surviving
Fund in exchange for Surviving Fund shares pursuant to Sections 361(a) and
357(a) of the Code.

   (iii) No gain or loss will be recognized by Surviving Fund on the receipt of
the Merging Fund assets in exchange for Surviving Fund shares and the
assumption by Surviving Fund of any liabilities of Merging Fund pursuant to
Section 1032(a) of the Code.

   (iv) No gain or loss will be recognized by Merging Fund upon the
distribution of Surviving Fund shares to the shareholders of Merging Fund
pursuant to Section 361(c) of the Code.

   (v) The tax basis of the Merging Fund assets received by the Surviving Fund
will be the same as the tax basis of such assets in the hands of the Merging
Fund immediately prior to the transfer pursuant to Section 362(b) of the Code.

   (vi) The holding periods of the Merging Fund assets in the hands of the
Surviving Fund will include the periods during which such assets were held by
the Merging Fund pursuant to Section 1223(2) of the Code.

   (vii) No gain or loss will be recognized by the shareholders of Merging Fund
on the receipt of Surviving Fund shares solely in exchange for Surviving Fund
shares pursuant to Section 354(a)(1) of the Code.

   (viii) The aggregate tax basis in Surviving Fund shares received by a
shareholder of the Merging Fund will be the same as the aggregate tax basis of
Merging Fund shares surrendered in exchange therefor pursuant to
Section 358(a)(1) of the Code.

   (ix) The holding period of Surviving Fund shares received by a shareholder
of the Merging Fund will include the holding period of the Merging Fund shares
surrendered in exchange therefor, provided that the shareholder held Merging
Fund shares as a capital asset on the Closing Date pursuant to Section 1223(1)
of the Code.

   (x) For purposes of Section 381 of the Code, the Surviving Fund will succeed
to and take into account, as of the date of the transfer as defined in
Section 1.381(b)-1(b) of the income tax regulations issued by the United States
Department of the Treasury (the "Income Tax Regulations"), the items of the
Merging Fund described in Section 381(c) of the Code, subject to

                                     -22-

<PAGE>

the conditions and limitations specified in Sections 381, 382, 383 and 384 of
the Code and the Income Tax Regulations thereunder.

   The foregoing opinion may state that no opinion is expressed as to the
effect of the Merger on a Merging Fund, Surviving Fund or any Merging Fund
Shareholder with respect to any asset as to which unrealized gain or loss is
required to be recognized for federal income tax purposes at the end of a
taxable year (or on the termination or transfer thereof) under a mark-to-market
system of accounting.

                                     -23-

<PAGE>

SCHEDULE 8.6

                            PREFERRED SHARE OPINION

The VMTP Shares issued by the Surviving Fund in the Merger in exchange for
Merging Fund VMTP Shares will be treated as equity of the Surviving Fund for
U.S. federal income tax purposes.

                                     -24-

<PAGE>

                                                               Sub-Item 77Q1(e)

                         INVESTMENT ADVISORY AGREEMENT

   THIS AGREEMENT is made this 27th day of August, 2012, by and between Invesco
Municipal Income Opportunities Trust, a Delaware statutory trust (the "Trust"),
and Invesco Advisers, Inc., a Delaware corporation (the "Adviser").

RECITALS

   WHEREAS, the Trust is registered under the Investment Company Act of 1940,
as amended (the "1940 Act"), as a closed-end management investment company;

   WHEREAS, the Adviser is registered under the Investment Advisers Act of
1940, as amended (the "Advisers Act"), as an investment adviser and engages in
the business of acting as an investment adviser;

   WHEREAS, the Trust and the Adviser desire to enter into an agreement to
provide for investment advisory services to the Trust upon the terms and
conditions hereinafter set forth;

   NOW THEREFORE, in consideration of the mutual covenants herein contained and
other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties agree as follows:

      1. Advisory Services. The Adviser shall act as investment adviser for the
   Trust and shall, in such capacity, supervise all aspects of the Trust's
   operations, including the investment and reinvestment of cash, securities or
   other properties comprising the Trust's assets, subject at all times to the
   policies and control of the Board of Trustees. The Adviser shall give the
   Trust the benefit of its best judgment, efforts and facilities in rendering
   its services as investment adviser.

      2. Investment Analysis and Implementation. In carrying out its
   obligations under Section 1 hereof, the Adviser shall:

          (a) supervise all aspects of the operations of the Trust;

          (b) obtain and evaluate pertinent information about significant
       developments and economic, statistical and financial data, domestic,
       foreign or otherwise, whether affecting the economy generally or the
       Trust, and whether concerning the individual issuers whose securities
       are included in the assets of the Trust or the activities in which such
       issuers engage, or with respect to securities which the Adviser
       considers desirable for inclusion in the Trust's assets;

          (c) determine which issuers and securities shall be represented in
       the Trust's investment portfolios and regularly report thereon to the
       Board of Trustees;

          (d) formulate and implement continuing programs for the purchases and
       sales of the securities of such issuers and regularly report thereon to
       the Board of Trustees; and

          (e) take, on behalf of the Trust, all actions which appear to the
       Trust necessary to carry into effect such purchase and sale programs and
       supervisory functions as aforesaid, including but not limited to the
       placing of orders for the purchase and sale of securities for the Trust.

<PAGE>

      3. Securities Lending Duties and Fees. The Adviser agrees to provide the
   following services in connection with the securities lending activities of
   the Trust: (a) oversee participation in the securities lending program to
   ensure compliance with all applicable regulatory and investment guidelines;
   (b) assist the securities lending agent or principal (the "Agent") in
   determining which specific securities are available for loan; (c) monitor
   the Agent to ensure that securities loans are effected in accordance with
   the Adviser's instructions and with procedures adopted by the Board of
   Trustees; (d) prepare appropriate periodic reports for, and seek appropriate
   approvals from, the Board of Trustees with respect to securities lending
   activities; (e) respond to Agent inquiries; and (f) perform such other
   duties as necessary.

      As compensation for such services provided by the Adviser in connection
   with securities lending activities, the Trust shall pay the Adviser a fee
   equal to 25% of the net monthly interest or fee income retained or paid to
   the Trust from such activities.

      4. Delegation of Responsibilities. The Adviser is authorized to delegate
   any or all of its rights, duties and obligations under this Agreement to one
   or more sub-advisors, and may enter into agreements with sub-advisers, and
   may replace any such sub-advisors from time to time in its discretion, in
   accordance with the 1940 Act, the Advisers Act, and rules and regulations
   thereunder, as such statutes, rules and regulations are amended from time to
   time or are interpreted from time to time by the staff of the Securities and
   Exchange Commission ("SEC"), and if applicable, exemptive orders or similar
   relief granted by the SEC and upon receipt of approval of such sub-advisors
   by the Board of Trustees and by shareholders (unless any such approval is
   not required by such statutes, rules, regulations, interpretations, orders
   or similar relief).

      5. Independent Contractors. The Adviser and any sub-advisors shall for
   all purposes herein be deemed to be independent contractors and shall,
   unless otherwise expressly provided or authorized, have no authority to act
   for or represent the Trust in any way or otherwise be deemed to be an agent
   of the Trust.

      6. Control by Board of Trustees. Any investment program undertaken by the
   Adviser pursuant to this Agreement, as well as any other activities
   undertaken by the Adviser on behalf of the Trust, shall at all times be
   subject to any directives of the Board of Trustees.

      7. Compliance with Applicable Requirements. In carrying out its
   obligations under this Agreement, the Advisor shall at all times conform to:

          (a) all applicable provisions of the 1940 Act and the Advisers Act
       and any rules and regulations adopted thereunder;

          (b) the provisions of the registration statement of the Trust, as the
       same may be amended from time to time under the Securities Act of 1933
       and the 1940 Act;

          (c) the provisions of the Trust's Declaration of Trust, as the same
       may be amended from time to time;

          (d) the provisions of the by-laws of the Trust, as the same may be
       amended from time to time; and

          (e) any other applicable provisions of state, federal or foreign law.

                                       2

<PAGE>

      8. Broker-Dealer Relationships. The Adviser is responsible for decisions
   to buy and sell securities for the Funds, broker-dealer selection, and
   negotiation of brokerage commission rates.

          (a) The Adviser's primary consideration in effecting a security
       transaction will be to obtain the best execution.

          (b) In selecting a broker-dealer to execute each particular
       transaction, the Adviser will take the following into consideration: the
       best net price available; the reliability, integrity and financial
       condition of the broker-dealer; the size of and the difficulty in
       executing the order; and the value of the expected contribution of the
       broker-dealer to the investment performance of the Trust on a continuing
       basis. Accordingly, the price to the Trust in any transaction may be
       less favorable than that available from another broker-dealer if the
       difference is reasonably justified by other aspects of the fund
       execution services offered.

          (c) Subject to such policies as the Board of Trustees may from time
       to time determine, the Adviser shall not be deemed to have acted
       unlawfully or to have breached any duty created by this Agreement or
       otherwise solely by reason of its having caused the Trust to pay a
       broker or dealer that provides brokerage and research services to the
       Adviser an amount of commission for effecting a fund investment
       transaction in excess of the amount of commission another broker or
       dealer would have charged for effecting that transaction, if the Adviser
       determines in good faith that such amount of commission was reasonable
       in relation to the value of the brokerage and research services provided
       by such broker or dealer, viewed in terms of either that particular
       transaction or the Adviser's overall responsibilities with respect to
       the Trust and to other clients of the Adviser as to which the Adviser
       exercises investment discretion. The Adviser is further authorized to
       allocate the orders placed by it on behalf of the Trust to such brokers
       and dealers who also provide research or statistical material, or other
       services to the Trust, to the Adviser, or to any sub-advisor. Such
       allocation shall be in such amounts and proportions as the Adviser shall
       determine and the Adviser will report on said allocations regularly to
       the Board of Trustees indicating the brokers to whom such allocations
       have been made and the basis therefor.

          (d) With respect to the Trust, to the extent the Adviser does not
       delegate trading responsibility to one or more sub-advisors, in making
       decisions regarding broker-dealer relationships, the Adviser may take
       into consideration the recommendations of any sub-advisor appointed to
       provide investment research or advisory services in connection with the
       Trust, and may take into consideration any research services provided to
       such sub-advisor by broker-dealers.

          (e) Subject to the other provisions of this Section 8, the 1940 Act,
       the Securities Exchange Act of 1934, and rules and regulations
       thereunder, as such statutes, rules and regulations are amended from
       time to time or are interpreted from time to time by the staff of the
       SEC, any exemptive orders issued by the SEC, and any other applicable
       provisions of law, the Adviser may select brokers or dealers with which
       it or the Trust are affiliated.

      9. Compensation. The compensation that the Trust shall pay the Adviser is
   set forth in Appendix I attached hereto.

      10. Expenses of the Trust. All of the ordinary business expenses incurred
   in the operations of the Trust and the offering of their shares shall be
   borne by the Trust unless specifically provided otherwise in this Agreement.
   These expenses borne by

                                       3

<PAGE>

   the Trust include but are not limited to brokerage commissions, taxes,
   legal, accounting, auditing, or governmental fees, the cost of preparing
   share certificates, custodian, transfer and shareholder service agent costs,
   expenses of issue, sale, redemption and repurchase of shares, expenses of
   registering and qualifying shares for sale, expenses relating to trustees
   and shareholder meetings, the cost of preparing and distributing reports and
   notices to shareholders, the fees and other expenses incurred by the Funds
   in connection with membership in investment company organizations and the
   cost of printing copies of prospectuses and statements of additional
   information distributed to the Trust's shareholders.

      11. Services to Other Companies or Accounts. The Trust understands that
   the Adviser now acts, will continue to act and may act in the future as
   investment manager or adviser to fiduciary and other managed accounts, and
   as investment manager or adviser to other investment companies, including
   any offshore entities, or accounts, and the Trust has no objection to the
   Adviser so acting, provided that whenever the Trust and one or more other
   investment companies or accounts managed or advised by the Adviser have
   available funds for investment, investments suitable and appropriate for
   each will be allocated in accordance with a formula believed to be equitable
   to each company and account. The Trust recognizes that in some cases this
   procedure may adversely affect the size of the positions obtainable and the
   prices realized for the Funds.

      12. Non-Exclusivity. The Trust understands that the persons employed by
   the Adviser to assist in the performance of the Adviser's duties under this
   Agreement will not devote their full time to such service and nothing
   contained in this Agreement shall be deemed to limit or restrict the right
   of the Adviser or any affiliate of the Adviser to engage in and devote time
   and attention to other businesses or to render services of whatever kind or
   nature. The Trust further understands and agrees that officers or directors
   of the Adviser may serve as officers or trustees of the Trust, and that
   officers or trustees of the Trust may serve as officers or directors of the
   Adviser to the extent permitted by law; and that the officers and directors
   of the Adviser are not prohibited from engaging in any other business
   activity or from rendering services to any other person, or from serving as
   partners, officers, directors or trustees of any other firm or trust,
   including other investment advisory companies.

      13. Effective Date, Term and Approval. This Agreement shall become
   effective with respect to the Trust, if approved by the shareholders of the
   Trust, on the date indicated above. If so approved, this Agreement shall
   thereafter continue in force and effect until two years after the date
   indicated above, and may be continued from year to year thereafter, provided
   that the continuation of the Agreement is specifically approved at least
   annually:

          (a) (i) by the Board of Trustees or (ii) by the vote of "a majority
       of the outstanding voting securities" of the Trust (as defined in
       Section 2(a)(42) of the 1940 Act); and

          (b) by the affirmative vote of a majority of the trustees who are not
       parties to this Agreement or "interested persons" (as defined in the
       1940 Act) of a party to this Agreement (other than as trustees of the
       Trust), by votes cast in person at a meeting specifically called for
       such purpose.

      14. Termination. This Agreement may be terminated as to the Trust at any
   time, without the payment of any penalty, by vote of the Board of Trustees
   or by vote of a majority of the outstanding voting securities of the Trust,
   or by the Adviser, on sixty (60) days' written notice to the other party.
   The notice provided for herein may be

                                       4

<PAGE>

   waived by the party entitled to receipt thereof. This Agreement shall
   automatically terminate in the event of its assignment, the term
   "assignment" for purposes of this paragraph having the meaning defined in
   Section 2(a)(4) of the 1940 Act.

      15. Amendment. No amendment of this Agreement shall be effective unless
   it is in writing and signed by the party against which enforcement of the
   amendment is sought.

      16. Liability of Adviser and Trust. In the absence of willful
   misfeasance, bad faith, gross negligence or reckless disregard of
   obligations or duties hereunder on the part of the Adviser or any of its
   officers, directors or employees, the Adviser shall not be subject to
   liability to the Trust or to any shareholder of the Trust for any act or
   omission in the course of, or connected with, rendering services hereunder
   or for any losses that may be sustained in the purchase, holding or sale of
   any security.

      17. Liability of Shareholders. Notice is hereby given that, as provided
   by applicable law, the obligations of or arising out of this Agreement are
   not binding upon any of the shareholders of the Trust individually but are
   binding only upon the assets and property of the Trust and that the
   shareholders shall be entitled, to the fullest extent permitted by
   applicable law, to the same limitation on personal liability as shareholders
   of private corporations for profit.

      18. Notices. Any notices under this Agreement shall be in writing,
   addressed and delivered, telecopied or mailed postage paid, to the other
   party entitled to receipt thereof at such address as such party may
   designate for the receipt of such notice. Until further notice to the other
   party, it is agreed that the address of the Trust and that of the Adviser
   shall be 1555 Peachtree Street, N.E., Atlanta, Georgia 30309.

      19. Questions of Interpretation. Any question of interpretation of any
   term or provision of this Agreement having a counterpart in or otherwise
   derived from a term or provision of the 1940 Act or the Advisers Act shall
   be resolved by reference to such term or provision of the 1940 Act or the
   Advisers Act and to interpretations thereof, if any, by the United States
   Courts or in the absence of any controlling decision of any such court, by
   rules, regulations or orders of the SEC issued pursuant to said Acts. In
   addition, where the effect of a requirement of the 1940 Act or the Advisers
   Act reflected in any provision of the Agreement is revised by rule,
   regulation or order of the SEC, such provision shall be deemed to
   incorporate the effect of such rule, regulation or order. Subject to the
   foregoing, this Agreement shall be governed by and construed in accordance
   with the laws (without reference to conflicts of law provisions) of the
   State of Texas.

      20. License Agreement. The Trust shall have the non-exclusive right to
   use the name "Invesco" to designate any current or future series of shares
   only so long as Invesco Advisers, Inc. serves as investment manager or
   adviser to the Trust with respect to such series of shares.

                                       5

<PAGE>

   IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in duplicate by their respective officers on the day and year first
written above.

                                          INVESCO MUNICIPAL INCOME
                                             OPPORTUNITIES TRUST

Attest:

/s/ Peter A. Davidson           By:     /s/ John M. Zerr
-----------------------                 --------------------------------------
 Assistant Secretary            Name:   John M. Zerr
(SEAL)                          Title:  Senior Vice President

Attest:                                    INVESCO ADVISERS, INC.

/s/ Peter A. Davidson           By:     /s/ John M. Zerr
-----------------------                 --------------------------------------
 Assistant Secretary            Name:   John M. Zerr
(SEAL)                          Title:  Senior Vice President

                                       6

<PAGE>

                                  APPENDIX I
                          COMPENSATION TO THE ADVISER

The Trust shall pay the Adviser, out of its assets, as full compensation for
all services rendered, an advisory fee for the Trust set forth below.

<TABLE>
<CAPTION>
 TRUST                                               ANNUAL RATE
 -----                                               -----------
 <S>                                    <C>
 Invesco Municipal Income                 0.50% as a percentage of average
 Opportunities Trust                              weekly net assets
</TABLE>

                                       7
</TEXT>
</DOCUMENT>
