<SEC-DOCUMENT>0001193125-17-323030.txt : 20171027
<SEC-HEADER>0001193125-17-323030.hdr.sgml : 20171027
<ACCEPTANCE-DATETIME>20171027160336
ACCESSION NUMBER:		0001193125-17-323030
CONFORMED SUBMISSION TYPE:	NSAR-A
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20170831
FILED AS OF DATE:		20171027
DATE AS OF CHANGE:		20171027
EFFECTIVENESS DATE:		20171027

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Invesco Trust for Investment Grade New York Municipals
		CENTRAL INDEX KEY:			0000883265
		IRS NUMBER:				366981632
		STATE OF INCORPORATION:			MA
		FISCAL YEAR END:			1031

	FILING VALUES:
		FORM TYPE:		NSAR-A
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-06537
		FILM NUMBER:		171159446

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

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

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

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	VAN KAMPEN TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS
		DATE OF NAME CHANGE:	19981006

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	VAN KAMPEN AMERICAN CAPITAL TRUST FOR INVT GRADE NEW YORK MU
		DATE OF NAME CHANGE:	19960102
</SEC-HEADER>
<DOCUMENT>
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<TEXT>
      PAGE  1
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000 C000000 0000883265
000 D000000 N
000 E000000 NF
000 F000000 Y
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000 H000000 N
000 I000000 6.1
000 J000000 A
001 A000000 INVESCO TRUST FOR INVEST GRADE NY MUNICIPALS
001 B000000 811-06537
001 C000000 8002415477
002 A000000 1555 PEACHTREE ST., NE
002 B000000 ATLANTA
002 C000000 GA
002 D010000 30309
003  000000 N
004  000000 N
005  000000 N
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007 A000000 N
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008 A000001 Invesco Advisers, Inc.
008 B000001 A
008 C000001 801-33949
008 D010001 Atlanta
008 D020001 GA
008 D030001 30309
008 A000002 Invesco Asset Management Deutschland GmbH
008 B000002 S
008 C000002 801-67712
008 D010002 Frankfurt
008 D050002 Germany
008 D060002 60313
008 A000003 Invesco Asset Management Limited
008 B000003 S
008 C000003 801-50197
008 D010003 London
008 D050003 United Kingdom
008 D060003 EC2A1AG
008 A000004 Invesco Asset Management (Japan) Ltd.
008 B000004 S
008 C000004 801-52601
008 D010004 Tokyo
008 D050004 Japan
008 D060004 105-6025
008 A000005 Invesco Hong Kong Limited
008 B000005 S
008 C000005 801-47856
008 D010005 HONG KONG
      PAGE  2
008 D050005 HONG KONG
008 A000006 Invesco Senior Secured Management, Inc.
008 B000006 S
008 C000006 801-38119
008 D010006 NEW YORK
008 D020006 NY
008 D030006 10036
008 D040006 2727
008 A000007 Invesco Canada Ltd.
008 B000007 S
008 C000007 801-62166
008 D010007 TORONTO
008 D050007 CANADA
008 D060007 M2N 6X7
010 A000001 Invesco Management Group Inc.
010 B000001 33-67866
010 C010001 Houston
010 C020001 TX
010 C030001 77046
012 A000001 COMPUTERSHARE TRUST COMPANY, N.A.
012 B000001 85-11340
012 C010001 CANTON
012 C020001 MA
012 C030001 02021
013 A000001 PRICEWATERHOUSE COOPERS, LLP
013 B010001 HOUSTON
013 B020001 TX
013 B030001 77002
015 A000001 STATE STREET BANK AND TRUST CO.
015 B000001 C
015 C010001 BOSTON
015 C020001 MA
015 C030001 02111
015 E010001 X
018  000000 Y
019 A000000 Y
019 B000000  144
019 C000000 INVESCOFDS
021  000000        0
022 A000001 MESIROW FINANCIAL, INC.
022 B000001 36-3194849
022 C000001      3299
022 D000001     10130
022 A000002 WELLS FARGO SECURITIES, LLC
022 B000002 56-2326000
022 C000002      9080
022 D000002         0
022 A000003 MORGAN STANLEY & CO., INC.
022 B000003 13-2655998
022 C000003      1205
022 D000003      6706
      PAGE  3
022 A000004 GOLDMAN, SACHS & CO.
022 B000004 13-5108880
022 C000004      5627
022 D000004      1937
022 A000005 CITIGROUP GLOBAL MARKETS INC.
022 B000005 11-2418191
022 C000005      1592
022 D000005      5679
022 A000006 JEFFERIES & COMPANY, INC.
022 B000006 95-2622900
022 C000006      4407
022 D000006      2855
022 A000007 J.P. MORGAN SECURITIES LLC
022 B000007 13-4110995
022 C000007      4014
022 D000007      2500
022 A000008 UBS SECURITIES LLC
022 B000008 13-3873456
022 C000008         0
022 D000008      2724
022 A000009 SIEBERT, BRANDFORD, SHANK & CO., L.L.C.
022 B000009 13-3932653
022 C000009      2388
022 D000009         0
022 A000010 SAMUEL A RAMIREZ & CO, INC.
022 B000010 13-2695511
022 C000010      2386
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      PAGE  9
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SIGNATURE   KELLI GALLEGOS
TITLE       VICE PRESIDENT & ASSISTANT TREASURER

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77C
<SEQUENCE>2
<FILENAME>d473335dex9977c.txt
<DESCRIPTION>EX-99.77C
<TEXT>
<PAGE>

                                                                   Sub-Item 77C

              SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

            INVESCO TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS

A Joint Annual Meeting ("Meeting") of Shareholders of Invesco Trust for
Investment Grade New York Municipals (the "Fund") was held on September 8,
2017. The Meeting was held for the following purposes:

(1). Election of Trustees by Common Shareholders and Preferred Shareholders
     voting together as a single class.

(2). Election of Trustees by Preferred Shareholders voting as a separate class.

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

<TABLE>
<CAPTION>
                                                              Votes     Votes
Matters                                                        For     Withheld
-------                                                     ---------- --------
<C>   <S>                                                   <C>        <C>
(1).  TeresaM. Ressel...................................... 16,333,152 573,887
      Larry Soll........................................... 16,279,729 627,310
      Philip A. Taylor..................................... 16,287,084 619,955
      Christopher L. Wilson................................ 16,348,346 558,693
(2).  David C. Arch........................................        904       0
</TABLE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1A
<SEQUENCE>3
<FILENAME>d473335dex9977q1a.txt
<DESCRIPTION>EX-99.77Q1A
<TEXT>
<PAGE>

                                                               Sub-Item 77Q1(a)

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

                        Adopted effective June 13, 2017
               Capitalized terms not specifically defined herein
            shall have the meanings ascribed to them in the Trust's
        Second Amended and Restated Agreement and Declaration of Trust
                              (the "Agreement").

                                   ARTICLE I
                                    OFFICES

     Section 1. Registered Office. The registered office of Invesco Trust for
Investment Grade New York Municipals (the "Trust") shall be as set forth in the
Certificate of Trust.

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

                                  ARTICLE II
                                   TRUSTEES

     Section 1. Meetings of the Trustees. The Trustees of the Trust may hold
meetings, both regular and special, either within or without the State of
Delaware. Subject to any applicable requirements of the 1940 Act, (i) any
meeting, regular or special, of the Board of Trustees (or any committee or
sub-committee thereof) may be held by conference telephone or similar
communications equipment, by means of which all persons participating in the
meeting can hear each other at the same time, and participation by such means
shall constitute presence in person at a meeting and (ii) at all meetings of
the Trustees, every Trustee shall be entitled to vote by proxy, provided that
such proxy shall, before or after such meeting, be delivered to the Secretary
or other person responsible for recording the proceedings of such meeting. To
the extent permitted by the 1940 Act, a Trustee may provide any proxy through
written, electronic, telephonic, computerized, facsimile, telecommunications,
telex or by any other form of communication.

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

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

<PAGE>

     Section 4. Quorum. At all meetings of the Board of Trustees and any
committee or sub-committee thereof, one-third of the Trustees then in office or
one-third of the committee members or sub-committee members (but in no event
fewer than two Trustees), as applicable, shall constitute a quorum for the
transaction of business. The act of a majority of the Trustees, committee
members or sub-committee members present at any meeting at which there is a
quorum shall be the act of the Board of Trustees or such committee or
sub-committee, as applicable, except for any higher voting requirement as may
be specifically provided by applicable law or by the Governing Instrument. If a
quorum shall not be present at any meeting of the Board of Trustees or any
committee or sub-committee thereof, the Trustees, committee members or
sub-committee members, as applicable, present thereat may adjourn such meeting
from time to time, without notice other than announcement at the meeting, until
a quorum shall be present.

     Section 5. Designation, Powers, and Names of Committees; Sub-Committees;
Committee Charters.

       (a) The Board of Trustees shall have at a minimum the following five
committees: (1) an Audit Committee; (2) a Governance Committee; (3) an
Investments Committee; (4) a Valuation, Distribution and Proxy Oversight
Committee; and (5) a Compliance Committee. Each such Committee shall have a
written Charter governing its membership, duties and operations, and the Board
shall designate the powers of each such Committee in its Charter. The Board of
Trustees may terminate any such Committee by an amendment to these Bylaws. The
Board of Trustees may, by resolution passed by a majority of the whole Board,
establish one or more sub-committees of each such Committee, and the
membership, duties and operations of each such sub-committee shall be set forth
in the written Charter of the applicable Committee.

       (b) The Board of Trustees may, by resolution passed by a majority of the
whole Board, designate one or more additional committees, including ad hoc
committees to address specified issues, each of which may, if deemed advisable
by the Board of Trustees, have a written Charter. Each such additional
committee shall consist of two or more of the Trustees of the Trust. The Board
may designate one or more Trustees as alternate members of any such additional
committee, who may replace any absent or disqualified member at any meeting of
such committee. Each such additional committee, to the extent provided in the
resolution and/or in such committee's Charter, if applicable, shall have and
may exercise the powers of the Board of Trustees in the management of the
business and affairs of the Trust; provided, however, that in the absence or
disqualification of any member of such committee or committees, the member or
members thereof present at any meeting and not disqualified from voting,
whether or not such members constitute a quorum, may unanimously appoint
another member of the Board of Trustees to act at the meeting in the place of
any such absent or disqualified member. Such additional committee or committees
shall have such name or names as may be determined from time to time by
resolution adopted by the Board of Trustees and/or as set forth in the written
Charter of such committee or committees, if applicable.

     Section 6. Chair; Vice Chair. The Board of Trustees shall have a Chair,
who shall be a Trustee who is not an Interested Person. The Chair shall be
elected by a majority of the Trustees, including a majority of the Trustees who
are not Interested Persons. The Board of Trustees may also have a Vice Chair,
who shall be a Trustee. The Vice Chair shall be elected by a majority of the
Trustees, including a majority of the Trustees who are not Interested Persons.
The Chair shall preside at all meetings of the Shareholders and the Board of
Trustees, if the Chair is present, and shall approve the agendas of all
meetings of the Shareholders and the Board of Trustees. The Chair shall have
such other powers and duties as

                                      2

<PAGE>

shall be determined by the Board of Trustees, and shall undertake such other
assignments as may be requested by the Board of Trustees. If the Chair shall
not be present, the Vice Chair, if any, shall preside at all meetings of the
Shareholders and the Board of Trustees, if the Vice Chair is present. The Vice
Chair shall have such other powers and duties as shall be determined by the
Chair or the Board of Trustees, and shall undertake such other assignments as
may be requested by the Chair or the Board of Trustees.

                                  ARTICLE III
                                   OFFICERS

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

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

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

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

                                      3

<PAGE>

     Section 5. Principal Financial Officer. The Principal Financial Officer,
who shall also have a title of at least Vice President, shall be the chief
financial officer of the Trust and shall generally manage the financial affairs
of the Trust. The Principal Financial Officer shall be responsible for making
the certifications required of the Trust's principal financial officer by
Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 and the rules
promulgated thereunder.

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

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

     Section 8. Senior Officer. The Senior Officer, who shall also have a title
of at least Senior Vice President, shall be employed by or on behalf of the
Trust and shall have such powers and duties as are set forth in such Senior
Officer's Executive Employment Agreement.

     Section 9. Treasurer. The Treasurer shall have the care and custody of the
funds and securities of the Trust and shall deposit the same in the name of the
Trust in such bank or banks or other depositories, subject to withdrawal in
such manner as these Bylaws or the Board of Trustees may determine. The
Treasurer shall, if required by the Board of Trustees, give such bond for the
faithful discharge of duties in such form as the Board of Trustees may require.

     Section 10. Secretary. The Secretary shall (a) have custody of the seal of
the Trust, if any; (b) if requested, attend meetings of the Shareholders, the
Board of Trustees, and any committees or sub-committees of Trustees; (c) keep
or cause to be kept the minutes of all meetings of Shareholders, the Board of
Trustees and any committees or sub-committees thereof, and (d) issue all
notices of the Trust. The Secretary shall have charge of the Shareholder
records and such other books and papers as the Board may direct, and shall
perform such other duties as may be incidental to the office or which are
assigned by the Board of Trustees.

     Section 11. Anti-Money Laundering Compliance Officer. The Anti-Money
Laundering Compliance Officer shall have such powers and duties as are set
forth in the Anti-Money Laundering Program adopted by the Trust pursuant to the
USA PATRIOT Act of 2001 and the rules promulgated thereunder, as such Program
may be amended from time to time.

     Section 12. Assistant Officers. Assistant officers, which may include one
or more Assistant Vice Presidents, Assistant Secretaries and Assistant
Treasurers, shall perform such functions and have such responsibilities as the
Board of Trustees may assign to them or, to the extent not so assigned, by the
President, Vice President(s), Secretary or Treasurer, as applicable.

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     Section 13. Surety Bond. The Trustees may require any officer or agent of
the Trust to execute a bond (including, without limitation, any bond required
by the 1940 Act and the rules and regulations of the Commission) to the Trust
in such sum and with such surety or sureties as the Trustees may determine,
conditioned upon the faithful performance of his or her duties to the Trust,
including responsibility for negligence and for the accounting of any of the
Trust's property, funds, or securities that may come into his or her hands.

     Section 14. Authorized Signatories. Unless a specific officer is otherwise
designated in these Bylaws or in a resolution adopted by the Board of Trustees,
the proper officers of the Trust for executing agreements, documents and
instruments other than Internal Revenue Service forms shall be the Principal
Executive Officer, the President, any Vice President, the Principal Financial
Officer, the Chief Legal Officer, the Chief Compliance Officer, the Senior
Officer, the Treasurer, the Secretary, the Anti-Money Laundering Compliance
Officer, any Assistant Vice President, any Assistant Treasurer or any Assistant
Secretary. Unless a specific officer is otherwise designated in these Bylaws or
in a resolution adopted by the Board of Trustees, the proper officers of the
Trust for executing any and all Internal Revenue Service forms shall be the
Principal Executive Officer, the President, any Vice President, the Principal
Financial Officer, the Treasurer, the Secretary, any Assistant Treasurer or any
Assistant Secretary.

                                  ARTICLE IV
                           MEETINGS OF SHAREHOLDERS

     Section 1. Purpose. All meetings of the Shareholders for the election of
Trustees shall be held at such time and place as may be fixed from time to time
by the Trustees, or at such other place either within or without the State of
Delaware as shall be designated from time to time by the Trustees and stated in
the notice indicating that a meeting has been called for such purpose. Meetings
of Shareholders may be held for any purpose determined by the Trustees and may
be held at such time and place, within or without the State of Delaware as
shall be stated in the notice of the meeting or in a duly executed waiver of
notice thereof. At all meetings of the Shareholders, every Record Owner
entitled to vote on a matter to be voted on by such Shares shall be entitled to
vote on such matter at such meeting either in person or by written proxy signed
by the Record Owner or by his duly authorized attorney in fact. A Record Owner
may duly authorize such attorney in fact through written, electronic,
telephonic, computerized, facsimile, telecommunication, telex or oral
communication or by any other form of communication.

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

     Section 3. Notice of Meetings. Written notice of any meeting stating the
place, date, and hour of the meeting and the purpose or purposes for which the
meeting is called, shall be given not less than ten days before the date of the
meeting, to each Shareholder entitled to vote at such meeting in accordance
with Article V hereof. No notice of any meeting need be given to any
Shareholder who attends such meeting in person or to any Shareholder who waives
notice of such meeting (which waiver shall be filed with the records of such
meeting), whether before or after the time of the meeting. In the absence of
fraud, any irregularities in the notice of any meeting or the nonreceipt of any
such notice by any of the Shareholders shall not invalidate any action
otherwise properly taken at any such meeting.

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

     Section 5. Conduct of Meeting. Business transacted at any meeting of
Shareholders shall be limited to (a) the purpose stated in the notice, (b) such
other matters as are permitted to be presented at the meeting in accordance
with Section 1 of Article V, and (c) the adjournment of such meeting in
accordance with Section 14 of this Article IV.

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

     Section 7. Organization of Meetings.

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

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

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

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

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

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

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

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

     Section 14. Adjournments.

       (a) Prior to the date upon which any meeting of Shareholders is to be
held, the Board of Trustees may postpone such meeting one or more times for any
reason by giving notice to each Shareholder entitled to vote at the meeting so
postponed of the place, date and hour at which such meeting will be held. Such
notice shall be given not fewer than two (2) days

                                      7

<PAGE>

before the date of such meeting and otherwise in accordance with Article V. A
meeting of the Shareholders convened on the date for which it was called may be
adjourned from time to time without further notice to the Shareholders to a
date not more than 120 days after the original meeting date. A meeting of the
Shareholders may not be adjourned for more than 120 days after the original
meeting date for such meeting without giving the Shareholders notice of the
adjournment and the new meeting date. Except as otherwise set forth in Article
IV, Section 6 hereof, the vote of the holders of one-third of the Shares cast,
or the chair of the meeting in his or her discretion, shall have the power to
adjourn a meeting of the Shareholders with regard to a particular proposal
scheduled to be voted on at such meeting or to adjourn such meeting entirely.

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

     Section 15. Voting - Proxies. At all meetings of the Shareholders, every
Shareholder of record entitled to vote thereat shall be entitled to vote either
in person or by proxy, which term shall include proxies provided by such
Shareholder, or his duly authorized attorney, through written, electronic,
telephonic, computerized, facsimile, telecommunications, telex or oral
communication or by any other form of communication, each pursuant to such
voting procedures and through such systems as are authorized by the Board of
Trustees or any officer of the Trust. Proxies may be solicited in the name of
one or more Trustees or one or more officers of the Trust.

     Unless the proxy provides otherwise, it shall not be valid for more than
eleven (11) months before the date of the meeting. All proxies shall be
delivered to the secretary or other person responsible for recording the
proceedings before being voted. A valid proxy which does not state that it is
irrevocable shall continue in full force and effect unless (i) revoked by the
person executing it before the vote pursuant to that proxy is taken (a) by a
writing delivered to the Trust stating that the proxy is revoked, (b) by a
subsequent proxy executed by such person, (c) attendance at the meeting and
voting in person by the person executing that proxy, or (d) revocation by such
person using any electronic, telephonic, computerized or other alternative
means authorized by the Trustees for authorizing the proxy to act; or
(ii) written notice of the death or incapacity of the maker of that proxy is
received by the Trust before the vote pursuant to that proxy is counted. Unless
revoked, any proxy given in connection with a postponed or adjourned meeting
for which a new record date is fixed shall continue to be valid so long as the
Shareholder giving such proxy is a Shareholder of record on such new such
record date.

     A proxy with respect to Shares held in the name of two or more persons
shall be valid if executed by one of them unless at or prior to exercise of
such proxy the Trust receives a specific written notice to the contrary from
any one of them in which case such proxy shall not be valid and no vote shall
be received in respect of such Shares unless all persons holding such Shares
shall agree on their manner of voting. Unless otherwise specifically limited by
their terms, proxies shall entitle the Shareholder to vote at any adjournment
of a Shareholders' meeting.

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<PAGE>

     Section 16. Concerning Validity of Proxies, Ballots, Etc. At every meeting
of the Shareholders, all proxies shall be received and taken in charge of and
all ballots shall be received and canvassed by the secretary of the meeting,
who shall decide all questions touching the qualification of voters, the
validity of proxies, and the acceptance or rejection of votes, unless
inspectors of election shall have been appointed as provided below in this
section, in which event such inspectors of election shall decide all such
questions.

     A proxy purporting to be executed by or on behalf of a Record Owner shall
be deemed valid unless challenged at or prior to its exercise, and the burden
of proving invalidity shall rest on the challenger. Subject to the provisions
of the Delaware Act, the Agreement, or these By-laws, the General Corporation
Law of the State of Delaware relating to proxies, and judicial interpretations
thereunder, shall govern all matters concerning the giving, voting or validity
of proxies, as if the Trust were a Delaware corporation and the Shareholders
were stockholders of a Delaware corporation.

     At any election of Trustees, the Board of Trustees prior thereto may, or,
if they have not so acted, the chairman of the meeting may, appoint one or more
inspectors of election who shall first subscribe an oath or affirmation to
execute faithfully the duties of inspector at such election with strict
impartiality and according to the best of their ability, and shall after the
election make a certificate of the result of the vote taken. No candidate for
the office of Trustee shall be appointed as an inspector.

     The chairman of the meeting may cause a vote by ballot to be taken upon
any election or matter.

                                   ARTICLE V
                                    NOTICES

     Section 1. Advance Notice of Shareholder Nominees for Trustee and Other
Shareholder Proposals.

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

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

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

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

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

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<PAGE>

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

       (d) If and only if the annual meeting is not scheduled to be held within
a period that commences thirty (30) days before such anniversary date and ends
thirty (30) days after such anniversary date (an annual meeting date outside
such period being referred to herein as an "Other Annual Meeting Date"), such
Shareholder Notice shall be given in the manner provided herein by the later of
the close of business on (i) the date ninety (90) days prior to such Other
Annual Meeting Date or (ii) the tenth (10th) day following the date such Other
Annual Meeting Date is first publicly announced or disclosed; provided,
however, that if the Other Annual Meeting Date was disclosed in the proxy
statement for the prior year's annual meeting, than the dates for receipt of
the Shareholder Notice shall be calculated in accordance with Section 1(c) of
this Article V based on such Other Annual Meeting Date and disclosed in the
proxy statement for the prior year's annual meeting.

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

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

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

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

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

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<PAGE>

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

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

              (E) The information regarding each such Proposed Nominee required
       by paragraph (b) of Item 22 of Rule 14a-101 under the Exchange Act,
       adopted by the Commission (or the corresponding provisions of any
       regulation or rule subsequently adopted by the Commission applicable to
       the Trust);

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

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

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

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

            (2) Such other information as is required by Section 1(h) of this
     Article V.

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

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

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

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<PAGE>

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

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

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

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

            (3) Any other information relating to such Shareholder and such
     beneficial owner that would be required to be disclosed in a proxy
     statement or other filing required to be made in connection with the
     solicitation of proxies by such Person with respect to the proposed
     business to be brought by such Person before the annual meeting pursuant
     to Section 14 of the Exchange Act and the rules and regulations
     promulgated thereunder, whether or not such Person intends to deliver a
     proxy statement or solicit proxies; and

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

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

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

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

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

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<PAGE>

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

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

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

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

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

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

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

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

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

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<PAGE>

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

       (m) In the event the Trust calls a special meeting of Shareholders for
the purpose of electing one or more Trustees to the Board of Trustees, any
Record Owner or Nominee Holder, meeting the requirements of Section 1(l)(3) of
this Article V, may nominate a person or persons (as the case may be), for
election to such position(s) as specified in the Trust's notice of meeting, if
the appropriate Shareholder Notice shall be delivered to the Secretary of the
Trust at the principal executive office of the Trust not later than the close
of business on the tenth (10th) day following the day on which the date of the
special meeting and of the nominees proposed by the Board of Trustees to be
elected at such meeting is publicly announced or disclosed.

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

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

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

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

     Section 2. Methods of Giving Notice. Whenever, under the provisions of
applicable law or of the Governing Instrument, notice is required to be given
to any Trustee or Shareholder, it shall not, unless otherwise provided herein,
be construed to mean personal notice, but such notice may be given orally in
person, or by telephone (promptly confirmed in writing) or in writing, by mail
addressed to such Trustee at his or her last given address or to such
Shareholder at his address as it appears on the records of the Trust, with
postage thereon prepaid, and such notice shall be deemed to be given at the
time when the same shall be deposited in the United States mail. Notice to
Trustees or members of a committee or sub-committee may also be given by telex,
telegram, facsimile, electronic-mail or via overnight courier. If sent by telex
or facsimile, notice to a Trustee or member of a committee or sub-committee
shall be deemed to be given upon transmittal; if sent by telegram, notice to a
Trustee or member of a committee or sub-committee shall be deemed to be given
when the telegram, so addressed, is delivered to the telegraph company; if sent
by electronic-mail, notice to a Trustee or member of a committee or
sub-committee shall be deemed to be given and shall be presumed valid when the
Trust's electronic-mail server reflects the electronic-mail message as having
been sent; and if sent via overnight courier, notice to a Trustee or member of
a committee or sub-committee shall be deemed to be given when delivered against
a receipt therefor.

                                      14

<PAGE>

     Section 3. Written Waiver. Whenever any notice is required to be given
under the provisions of applicable law, or of the Governing Instrument, a
waiver thereof in writing, signed by the person or persons entitled to said
notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

                                  ARTICLE VI
                   UNCERTIFICATED SHARES AND SHARE OWNERSHIP

     Section 1. Uncertificated Shares. Except as otherwise required by
applicable law, the rules of any exchange on which the Trust is listed or the
Governing Instrument, the Trust shall not issue share certificates and no
Shareholder shall have the right to demand or require that a certificate be
issued to him, her or it.

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

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

     Section 4. Registered Shareholders. The ownership of Shares shall be
recorded on the books of the Trust or a transfer or similar agent for the
Trust, which books shall contain the names and addresses of the Shareholders
and the Shares held by each Shareholder. The record books of the Trust as kept
by the Trust or any transfer or similar agent, as the case may be, shall be
conclusive as to the identity of the Shareholders and as to the number of
Shares of the Trust held from time to time by each Shareholder. The Trust shall
be entitled to recognize the exclusive right of a person registered on its
books as the owner of Shares to receive dividends, and to vote as such owner,
and shall not be bound to recognize any equitable or other claim of interest in
such Share or Shares on the part of any other person, whether or not it shall
have express or other notice hereof. No Shareholder shall be entitled to
receive payment of any distribution or to have notice given to such Shareholder
of any meeting or other action in respect of the Trust until such Shareholder
has given its address and such other information as shall be required to such
officer or agent of the Trust as shall keep the record books of the Trust for
entry thereof.

                                      15

<PAGE>

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

                                  ARTICLE VII
                              GENERAL PROVISIONS

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

     Section 2. Severability. The provisions of these Bylaws are severable. If
any provision hereof shall be held invalid or unenforceable in any
jurisdiction, such invalidity or unenforceability shall attach only to such
provision only in such jurisdiction and shall not affect any other provision of
these Bylaws.

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

                                 ARTICLE VIII
                                INDEMNIFICATION

     Section 1. Indemnification.

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

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

                                      16

<PAGE>

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

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

     Section 2. Advance Payment of Indemnification Expenses. To the maximum
extent permitted by law, the Trust shall advance to any person who was or is a
party or is threatened to be made a party to, or is involved as a witness in,
any proceeding by reason of the fact that such person is or was a Trustee or
officer of the Trust the expenses actually and reasonably incurred by such
person in connection with the defense of such proceeding in advance of its
final disposition. To the maximum extent permitted by law, the Trust may
advance to any person who was or is a party or is threatened to be made a party
to any proceeding by reason of the fact that such person is or was a Covered
Person (other than a Trustee or officer of the Trust) the expenses actually and
reasonably incurred by such person in connection with the defense of such
proceeding in advance of its final disposition. Notwithstanding any provision
to the contrary contained herein, the Trust shall not advance expenses to any
Covered Person (including a Trustee or officer of the Trust) unless:

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

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

     Section 3. Determination of Entitlement to Indemnification. Any
indemnification required or permitted under this Article VIII (unless ordered
by a court) shall be made by the Trust only as authorized in the specific case
upon a reasonable determination, based upon a review of the facts, that the
Covered Person is entitled to indemnification because (i) he or she is not
liable by reason of disabling conduct, or (ii) in cases where there is no
liability, he or she

                                      17

<PAGE>

has not engaged in disabling conduct. Such determination shall be made by
(i) the vote of a majority of a quorum of qualifying Trustees; or (ii) if there
are no such Trustees, or if such Trustees so direct, by independent legal
counsel in a written opinion. Notwithstanding anything to the contrary in
Section 2 of this Article VIII, if a determination that a Covered Person
engaged in disabling conduct is made in accordance with this Section 3, no
further advances of expenses shall be made, and all prior advances, and
insurance premiums paid for by the Trust, if applicable, must be repaid.

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

     Section 5. Claims.

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

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

     Section 6. Definitions. For purposes of this Article VIII: (a) references
to "Trust" include any domestic or foreign predecessor entity of this Trust in
a merger, consolidation, or other transaction in which the predecessor's
existence ceased upon consummation of the transaction; (b) the term "disabling
conduct" means willful misfeasance, bad faith, gross negligence, or the
reckless disregard of the duties involved in the conduct of the Covered
Person's office with the Trust; (c) the term "expenses" includes, without
limitations, attorneys'

                                      18

<PAGE>

fees; (d) the term "proceeding" means any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal, administrative, or
investigative; and (e) the term "qualifying Trustee" means any Trustee who is
not an interested person (as defined in the 1940 Act) of the Trust and is not a
party to the proceeding.

                                  ARTICLE IX
                EXECUTION OF INSTRUMENTS, VOTING OF SECURITIES

     Section 1. Checks, Notes, Drafts, Etc. So long as the Trust shall employ a
custodian to keep custody of the cash and securities of the Trust, all checks
and drafts for the payment of money by the Trust may be signed in the name of
the Trust by the custodian. Except as otherwise authorized by the Board of
Trustees, all requisitions or orders for the assignment of securities standing
in the name of the custodian or its nominee, or for the execution of powers to
transfer the same, shall be signed in the name of the Trust by the Principal
Executive Officer, the President or a Vice President and by the Principal
Financial Officer or the Treasurer or an Assistant Treasurer. Promissory notes,
checks or drafts payable to the Trust may be endorsed only to the order of the
custodian or its nominee and only by the Principal Executive Officer, the
President, a Vice President, the Principal Financial Officer or the Treasurer
or by such other person or persons as shall be authorized by the Board of
Trustees.

     Section 2. Voting of Securities. Unless otherwise ordered by the Board of
Trustees, the Principal Executive Officer, the President or any Vice President
shall have full power and authority on behalf of the Trust to attend and to act
and to vote, or in the name of the Trust to execute proxies to vote, at any
meeting of shareholders of any company in which the Trust may hold stock. At
any such meeting such officer shall possess and may exercise (in person or by
proxy) any and all rights, powers and privileges incident to the ownership of
such stock. The Board of Trustees may by resolution from time to time confer
like powers upon any other person or persons.

                                   ARTICLE X
                                  AMENDMENTS

   Section 1. Amendments by Trustees. These Bylaws may be altered or repealed
by the Trustees, without the vote or approval of the Shareholders.

                                      19

<PAGE>

                                                               Sub-Item 77Q1(a)

                          SECOND AMENDED AND RESTATED
                      AGREEMENT AND DECLARATION OF TRUST

                                      OF

            INVESCO TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS

       SECOND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST of
Invesco Trust for Investment Grade New York Municipals is made the 13/th/ day
of June, 2017 by the parties signatory hereto, as Trustees;

       WHEREAS the Trust was formed on April 2, 2012 by its sole Trustee by the
filing of a Certificate of Trust with the office of the Secretary of State of
the State of Delaware pursuant to a Declaration of Trust, dated as of March 27,
2012, as amended and restated on May 15, 2012 (the "Original Declaration");

       WHEREAS, the initial sole Trustee has appointed the Trustees and
resigned and the initial Shareholder has elected the Trustees;

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

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

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

       NOW, THEREFORE, the Trustees hereby declare that:

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

       (ii) all cash, securities and other assets that the Trust may from time
to time acquire in any manner shall be managed and disposed of upon the terms
and conditions hereinafter set forth; and

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

                                   ARTICLE I
              NAME, DEFINITIONS, PURPOSE AND CERTIFICATE OF TRUST

     Section 1.1 Name. The name of the statutory trust is Invesco Trust for
Investment Grade New York Municipals, and the Trustees may transact the Trust's
affairs in that name or any other name as the Board of Trustees may from time
to time designate. The Trustees may, without Shareholder approval, change the
name of the Trust. Any name change of the Trust shall become effective upon the
filing of a certificate of amendment under the Delaware Act reflecting such
change. Any such action shall have the status of an amendment to this
Agreement. In the event of any name change, the Trustees shall cause notice to
be given to

                                      -1-

<PAGE>

the affected Shareholders within a reasonable time after the implementation of
such change, which notice will be deemed given if the changed name is reflected
in any shareholder report. The Trust shall constitute a Delaware statutory
trust in accordance with the Delaware Act.

     Section 1.2 Definitions. Whenever used herein, unless otherwise required
by the context or specifically provided in the Governing Instrument:

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

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

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

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

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

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

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

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

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

     (j) "Governing Instrument" means collectively, this Agreement, the Bylaws,
         and any instrument or resolution establishing Preferred Shares, and
         all written committee and sub-committee charters adopted by the
         Trustees, and any amendments or modifications thereto;

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

                                      -2-

<PAGE>

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

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

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

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

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

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

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

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

     (t) "Trust" means Invesco Trust for Investment Grade New York Municipals,
         the Delaware statutory trust formed under the Original Declaration, as
         amended and restated by this Agreement, and by filing of the
         Certificate of Trust with the office of the Secretary of State of the
         State of Delaware and governed by this Agreement, as such instruments
         may be further amended, restated or supplemented from time to time;

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

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

                                      -3-

<PAGE>

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

     Section 1.3 Purpose. The purpose of the Trust is to conduct, operate and
carry on the business of a closed-end management investment company registered
under the 1940 Act investing primarily in securities and other financial
instruments or property, and to carry on such other business as the Trustees
may from time to time determine pursuant to their authority under this
Agreement.

                                  ARTICLE II
                         SHARES OF BENEFICIAL INTEREST

     Section 2.1 Shares of Beneficial Interest.

     (a) The Trustees may, without Shareholder approval, authorize the creation
         and issuance of one or more classes of Shares (which classes may be
         designated as one or more series), with Shares of each such class or
         series having such par value (or no par value) and such preferences,
         voting powers, terms of redemption, if any, and special or relative
         rights or privileges (including conversion rights, if any) as the
         Trustees may determine. Subject to applicable law, the Trustees may,
         without Shareholder approval, authorize the Trust to issue
         subscription or other rights representing interests in Shares to
         existing Shareholders or other persons subject to such terms and
         conditions as the Trustees may determine. The number of Shares of each
         class or series authorized shall be unlimited, and, unless otherwise
         provided in the Governing Instrument, the Shares so authorized may be
         represented in part by fractional Shares. The Trustees may without
         Shareholder approval from time to time divide or combine the Shares of
         any class or series into a greater or lesser number without thereby
         changing the proportionate beneficial interest in the class or series.
         All Shares issued hereunder, including without limitation, Shares
         issued in connection with a dividend or other distribution in Shares
         or a split or reverse split of shares, when issued on the terms
         determined by the Trustees, shall be fully paid and nonassessable.

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

                                      -4-

<PAGE>

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

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

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

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

     Section 2.2 Other Securities. The Trustees may, subject to the
requirements of the 1940 Act and the Governing Instrument, authorize the
creation and issuance of such other securities of the Trust as they determine
to be necessary, desirable or appropriate, having such terms, rights,
preferences, privileges, limitations and restrictions as the Trustees see fit,
including debt securities or other securities senior to any Shares or other
securities of the Trust. The Trustees are hereby authorized and empowered to
amend, restate or supplement this Agreement as they deem necessary or
appropriate in connection with the creation and issuance of any such securities
without approval of Shareholders. The Trustees are also authorized to take such
actions and retain such Persons as they see fit to offer and sell such
securities.

     Section 2.3 Personal Liability of Shareholders. No Shareholder of the
Trust shall be personally liable for the debts, liabilities, obligations and
expenses incurred by, contracted for, or otherwise existing with respect to,
the Trust. Neither the Trust nor the Trustees, nor any officer, employee, or
agent of the Trust shall have any power to bind personally any Shareholder or
to call upon any Shareholder for the payment of any sum of money or assessment
whatsoever other than (i) such as the Shareholder may at any time personally
agree to pay by way of subscription for any Shares or otherwise, or (ii) any
indemnification payment owed to the Trust by the Shareholder pursuant to
Section 8.5. The Shareholders shall be entitled, to the fullest extent
permitted by applicable law, to the same limitation of personal liability as is
extended under the Delaware General Corporation Law to stockholders of private
corporations for profit.

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

                                      -5-

<PAGE>

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

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

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

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

     Section 2.5 Assent to Agreement. Every Shareholder, by virtue of having
purchased a Share, shall be bound by the terms of the Governing Instrument. The
death, incapacity, dissolution, termination, or bankruptcy of a Shareholder
during the continuance of the Trust shall not operate to terminate the Trust
nor entitle the representative of any deceased Shareholder to an accounting or
to take any action in court or elsewhere against the Trust or the Trustees, but
only to rights of said deceased, incapacitated, dissolved, terminated or
bankrupt Shareholder under the Governing Instrument. Ownership of Shares shall
not entitle the Shareholder to any title in or to the whole or any part of the
Trust Property or right to call for a partition or division of the same or for
an accounting, nor shall the ownership of Shares constitute the Shareholders as
partners. Ownership of Shares shall not make the Shareholders third party
beneficiaries of any contract entered into by the Trust.

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

                                      -6-

<PAGE>

                                  ARTICLE III
                                 THE TRUSTEES

     Section 3.1 Management of the Trust.

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

     (b) The Trustees shall have power to conduct the business of the Trust and
         carry on its operations in any and all of its branches and maintain
         offices both within and without the State of Delaware, in any and all
         states of the United States of America, in the District of Columbia,
         in any and all commonwealths, territories, dependencies, colonies, or
         possessions of the United States of America, and in any and all
         foreign jurisdictions and to do all such other things and execute all
         such instruments as they deem necessary, proper or desirable in order
         to promote the interests of the Trust although such things are not
         herein specifically mentioned. Any determination as to what is in the
         interests of the Trust made by the Trustees in good faith shall be
         conclusive. In construing the provisions of this Agreement, the
         presumption shall be in favor of a grant of power to the Trustees.

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

     Section 3.2 Number of Trustees. The Board shall consist of such number of
Trustees as shall be fixed from time to time by a majority of the Trustees;
provided, however, that the number of Trustees shall in no event be less than
two (2) nor more than fifteen (15); and provided further that the number of
Trustees shall be increased automatically to such number as is required to
effectuate Section 3.4(b). The natural persons who have executed this Agreement
shall be the Trustees as of the date hereof.

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

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

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

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

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

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

                                      -7-

<PAGE>

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

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

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

         (2) Any Trustee may be removed at any time, with or without cause, by
             written instrument signed by at least 75% of the number of
             Trustees prior to such removal, specifying the date when such
             removal shall become effective;

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

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

     Section 3.4 Election, Vacancies and Appointment of Trustees.

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

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

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

         (2) The two Trustees to be elected solely by the holders of Preferred
             Shares shall be elected by the affirmative vote of a majority of
             the outstanding Preferred Shares present in person or by proxy and
             entitled to vote at an annual meeting of Shareholders (or special
             meeting in lieu thereof at which

                                      -8-

<PAGE>

             Trustees are elected) at which a quorum is present, voting as a
             separate class, and, subject to Section 3.4(b)(3) below, the
             remaining Trustees shall be elected by the Common Shares and
             Preferred Shares voting together as provided in Section 3.4(a)
             above.

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

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

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

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

     Section 3.6 Effect of Death, Resignation, etc. of a Trustee. The
declination to serve, death, resignation, retirement, removal, incapacity, or
inability of the Trustees, or any one of them, shall not operate to terminate
the Trust or to revoke any existing agency created pursuant to the terms of
this Agreement. Whenever there shall be fewer than the designated number of
Trustees, until additional Trustees are elected or appointed as provided herein
to bring the total number of Trustees equal to the designated number, the
Trustees in office, regardless of their number, shall have all the powers
granted to the Trustees and shall discharge all the duties imposed upon the
Trustees by this Agreement.

                                      -9-

<PAGE>

     Section 3.7 Ownership of Assets of the Trust. The assets of the Trust
shall be held separate and apart from any assets now or hereafter held in any
capacity other than as Trustee hereunder by the Trustees or any successor
Trustees. Legal title in all of the assets of the Trust and the right to
conduct any business shall at all times be considered to be held by or in the
name of the Trust, except that the Trustees may cause legal title to any Trust
Property to be held by the Trustees or in the name of any other Person as
nominee on behalf of the Trust. The right, title and interest of the Trustees
in the Trust Property shall vest automatically in each Person who may hereafter
become a Trustee. Upon the resignation, retirement, removal, declination to
serve, incapacity, or death of a Trustee, he or she shall automatically cease
to have any right, title or interest in any of the Trust Property, and the
right, title and interest of such Trustee in the Trust Property shall vest
automatically in the remaining Trustees. Such vesting and cessation of title
shall be effective whether or not conveyancing documents have been executed and
delivered. No creditor of any Trustee shall have any right to obtain
possession, or otherwise exercise legal or equitable remedies with respect to,
any Trust Property with respect to any claim against, or obligation of, such
Trustee in its individual capacity and not related to the Trust. No Shareholder
shall be deemed to have a severable ownership in any individual asset of the
Trust, or any right of partition or possession thereof, but each Shareholder
shall have, except as otherwise provided for herein, a proportionate undivided
beneficial interest in the Trust. The Shares shall be personal property giving
only the rights specifically set forth in this Agreement or the Delaware Act.

     Section 3.8 Legal Standard. The Trustees shall be subject to the same
fiduciary duties to which the directors of a Delaware corporation would be
subject if the Trust were a Delaware corporation, the Shareholders were
shareholders of such Delaware corporation and the Trustees were directors of
such Delaware corporation. Without limiting the generality of the foregoing,
all actions and omissions of the Trustees shall be evaluated under the doctrine
commonly referred to as the "business judgment rule," as defined and developed
under Delaware law, to the same extent that the same actions or omissions of
directors of a Delaware corporation in a substantially similar circumstance
would be evaluated under such doctrine. Except to the extent required by
applicable law or expressly stated herein, (a) no Trustee or Trust officer
shall have any fiduciary duty or other legal duty or obligation to the Trust,
the Shareholders or any other Person, and (b) the Trust shall have no fiduciary
duty or other legal duty or obligation to the Shareholders or any other Person
except the Trustees. Unless otherwise expressly provided herein or required by
federal law including the 1940 Act, the Trustees shall act in their sole
discretion and may take any action or exercise any power without any vote or
consent of the Shareholders.

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

                                     -10-

<PAGE>

                                  ARTICLE IV
                            POWERS OF THE TRUSTEES

     Section 4.1 Powers. Subject to the provisions of this Agreement, the
business of the Trust shall be managed by the Trustees, and the Trustees shall
have all powers necessary or convenient to carry out that responsibility
including the power to engage in securities transactions of all kinds on behalf
of the Trust. The Trustees in all instances shall act as principals, and are
and shall be free from the control of the Shareholders. The Trustees shall have
full power and authority to do any and all acts and to make and execute any and
all contracts and instruments that they may consider necessary or appropriate
in connection with the management of the Trust.

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

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

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

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

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

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

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

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

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

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

                                     -11-

<PAGE>

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

     (k) To sell or exchange any or all of the assets of the Trust;

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

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

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

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

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

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

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

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

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

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

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

                                     -12-

<PAGE>

     (w) Subject to the 1940 Act, to engage in any other lawful act or activity
         in which a statutory trust organized under the Delaware Act may
         engage; and

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

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

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

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

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

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

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

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

                                     -13-

<PAGE>

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

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

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

     Section 4.8 Determinations by Trustees. The Trustees may make any
determinations they deem necessary with respect to the provisions of this
Agreement, including the following matters: the amount of the assets,
obligations, liabilities and expenses of the Trust or any class; the amount of
the net income of the Trust or any class from dividends, capital gains,
interest or other sources for any period and the amount of assets at any time
legally available for the payment of dividends or distributions; which items
are to be treated as income and which as capital or principal; the amount,
purpose, time of creation, increase or decrease, alteration or cancellation of
any reserves or charges and the propriety thereof (whether or not any
obligation or liability for which such reserves or charges were created shall
have been paid or discharged); the market value, or any other price to be
applied in determining the market value, or the fair value, of any security or
other asset owned or held by the Trust or any class; the number of Shares of
the Trust or any class issued or issuable; and the net asset value per Share.

                                   ARTICLE V
                 INVESTMENT ADVISER, PRINCIPAL UNDERWRITER AND
                                TRANSFER AGENT

     Section 5.1 Investment Adviser.

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

                                     -14-

<PAGE>

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

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

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

     Section 5.4 Miscellaneous.

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

     (b) The authority of the Trustees hereunder to authorize the Trust to
         enter into contracts or other agreements or arrangements shall include
         the authority of the Trustees to modify, amend, waive any provision
         of, supplement, assign all or a portion of, novate, or terminate such
         contracts, agreements or arrangements. The enumeration of any specific
         contracts in this Article V shall in no way be deemed to limit the
         power and authority of the Trustees as otherwise set forth in this
         Agreement to authorize the Trust to employ, contract with or make
         payments to such Persons as the Trustees may deem desirable for the
         transaction of the business of the Trust.

                                     -15-

<PAGE>

                                  ARTICLE VI
                    SHAREHOLDERS' VOTING POWERS AND MEETING

     Section 6.1 Voting Powers.

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

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

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

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

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

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

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

     (d) Except as otherwise provided in the Governing Instrument, on any
         matter submitted to a vote of the Shareholders, all Shares shall be
         voted together as a single class, except when required by applicable
         law, Section 3.4(b) or when the Trustees have determined that the
         matter affects the interests of one or more (but not all) classes or
         affects one or more classes differently, then the Shareholders of each
         such affected class shall be entitled to vote separately thereon.

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

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

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

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

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

                                     -16-

<PAGE>

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

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

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

                                  ARTICLE VII
                         DISTRIBUTIONS AND REPURCHASES

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

     Section 7.2 Repurchase of Shares With Shareholder Consent.

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

                                     -17-

<PAGE>

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

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

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

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

                                 ARTICLE VIII
                  LIMITATION OF LIABILITY AND INDEMNIFICATION

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

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

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

                                     -18-

<PAGE>

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

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

                                  ARTICLE IX
                             CERTAIN TRANSACTIONS

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

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

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

                                     -19-

<PAGE>

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

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

         (2) Collect its assets;

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

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

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

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

     (d) On dissolution of the Trust, following completion of winding up of its
         business, any one (1) Trustee shall execute, and cause to be filed, a
         certificate of cancellation, with the office of the Secretary of State
         of the State of Delaware in accordance with the provisions of
         Section 3810 of the Delaware Act, whereupon the Trust shall terminate
         and the Trustees and the Trust shall be discharged from all further
         liabilities and duties hereunder with respect thereto. The Trustees
         shall not be personally liable to the claimants of the dissolved Trust
         by reason of the Trustees' actions in winding up the Trust's affairs
         if the Trustees complied with Section 3808(e) of the Delaware Act.

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

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

                                     -20-

<PAGE>

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

     Section 9.3 Merger or Consolidation; Conversion; Reorganization.

     (a) Merger or Consolidation.

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

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

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

     (b) Conversion.

         (1) The Board of Trustees may cause:

                 (A) The Trust to convert to an "other business entity" (as
              defined in Section 3801 of the Delaware Act) formed or organized
              under the laws of the State of Delaware as permitted pursuant to
              Section 3821 of the Delaware Act;

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

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

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

                                     -21-

<PAGE>

     (c) Reorganization.

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

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

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

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

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

     Section 9.5 Principal Shareholder Transactions.

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

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

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

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

                                     -22-

<PAGE>

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

     (c) The provisions of this Section 9.5 shall not be applicable to any such
         transaction between the Trust and any entity of which a majority of
         the outstanding shares of all classes and series of a stock normally
         entitled to vote in elections of directors is owned of record and
         beneficially by the Trust and its subsidiaries.

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

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

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

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

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

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

                                   ARTICLE X
                                 MISCELLANEOUS

     Section 10.1 Trust Not a Partnership; Taxation.

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

                                     -23-

<PAGE>

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

     Section 10.2 Trustee's Good Faith Action, Expert Advice, No Bond or
Surety. The exercise by the Trustees of their powers and discretion hereunder
in good faith shall be binding upon everyone interested. Subject to the
provisions of Article VIII and to this Section 10.2, the Trustees shall not be
liable for errors of judgment or mistakes of fact or law. The Trustees may take
advice of counsel or other experts with respect to the meaning and operation of
this Agreement, and subject to the provisions of Article VIII and this
Section 10.2, shall be under no liability for any act or omission in accordance
with such advice or for failing to follow such advice. The Trustees shall not
be required to give any bond as such, nor any surety if a bond is obtained.

     Section 10.3 Filing of Copies, References, Headings. The original or a
copy of this Agreement or any amendment hereto or any supplemental agreement
shall be kept at the office of the Trust. Headings are placed herein for
convenience of reference only and in case of any conflict, the text of this
Agreement, rather than the headings, shall control. This Agreement and any
document, consent or instrument referenced in or contemplated by this Agreement
or the Bylaws may be executed in any number of counterparts, each of which
shall be deemed an original but all of which together will constitute one and
the same instrument. To the extent permitted by the 1940 Act, (i) any document,
consent, instrument or notice referenced in or contemplated by this Agreement
or the Bylaws that is to be executed by one or more Trustees may be executed by
means of original, facsimile or electronic signature and (ii) any document,
consent, instrument or notice referenced in or contemplated by this Agreement
or the Bylaws that is to be delivered by one or more Trustees may be delivered
by facsimile or electronic means (including e-mail), unless, in the case of
either clause (i) or (ii), otherwise determined by the Trustees. The terms
"include," "includes" and "including" and any comparable terms shall be deemed
to mean "including, without limitation." Any reference to any statute, law,
code, rule or regulation shall be deemed to refer to such statute, law, code,
rule or regulation as amended or restated from time to time and any successor
thereto.

     Section 10.4 Governing Law.

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

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

                                     -24-

<PAGE>

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

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

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

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

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

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

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

              (G) The establishment of fiduciary or other standards or
              responsibilities or limitations on the indemnification, acts or
              powers of trustees or other Persons, which are inconsistent with
              the limitations of liabilities or authorities and powers of the
              Trustees or officers of the Trust set forth or referenced in the
              Governing Instrument.

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

     Section 10.5 Amendments. Except as specifically provided in Article VI
hereof or otherwise expressly limited by the Governing Instrument, the Trustees
may, without any Shareholder vote, amend this Agreement by making an amendment
to this Agreement, an agreement supplemental hereto, or an amended and restated
trust instrument. Any such amendment to any Article of this Agreement except to
Section 3.2 to change the minimum or maximum number of Trustees, to Section 3.3
to declassify the Board, to Article VI or Article IX, to the extent required by
Section 6.2, to Section 8.4, or to this Section 10.5, having been approved by a
Majority Trustee Vote, shall become effective, unless otherwise provided by
such Trustees (notwithstanding that the section being amended may require a
higher Trustee vote), upon being executed by a duly authorized officer of the
Trust. Any amendment to Section 3.2 to change the minimum or maximum number of
Trustees or to this Section 10.5, having been approved by the affirmative vote
of 75% of the Board of Trustees shall become effective upon being executed by a
duly authorized officer of the Trust. For the avoidance of doubt, any
determination of the number of Trustees within the minimum and maximum range
may be determined by a majority of the Trustees and the provisions of
Section 3.4(b) to increase the

                                     -25-

<PAGE>

size of the Board are not subject to a Majority Trustee Vote. Any amendment to
Section 3.3 to declassify the Board or to Article VI or Article IX, or, to the
extent required by Section 6.2, Section 8.4, having been approved by the
requisite vote of the Board of Trustees followed by the requisite vote of the
Shareholders as provided in Section 9.1, shall become effective upon being
executed by a duly authorized officer of the Trust. A certification signed by a
duly authorized officer of the Trust setting forth an amendment to this
Agreement and reciting that it was duly adopted by the Shareholders or by the
Trustees as aforesaid, or a copy of this Agreement, as amended, executed by a
majority of the Trustees, or a duly authorized officer of the Trust, shall be
conclusive evidence of such amendment when lodged among the records of the
Trust.

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

     Section 10.7 Record Owners' Right to Shareholder List and Other Records.
Except as may be required by Regulation 14A promulgated under the 1934 Act, no
Shareholder shall have the right to obtain from the Trust a list of the Trust's
Shareholders. Except as required by the 1940 Act or as expressly provided in
the Governing Instrument, Shareholders shall have no right to inspect the
records, documents, accounts and books of the Trust. Any request to inspect the
records of the Trust shall be submitted by the Shareholder to the Trust in
writing. Upon receipt of any such request, the Trustees shall determine whether
delivery of records pertaining to such request is required by the 1940 Act or
is otherwise necessary or appropriate, as determined by the Trustees in their
sole discretion, and whether such request complies with the requirements of the
1940 Act and, if so, establish procedures for such inspection. To preserve the
integrity of the records, the Trust may provide certified copies of Trust
records rather than originals. The Trust shall not be required to create
records or obtain records from third parties to satisfy a Shareholder request.
The Trust may require a requesting Shareholder to pay in advance or otherwise
indemnify the Trust for the costs and expenses of such Shareholder's inspection
of records. The rights provided for in this Section 10.7 shall not extend to
any Person who is a Shareholder but not also a Record Owner.

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

     Section 10.9 Use of the Name "Invesco". The Board of Trustees expressly
agrees and acknowledges that the name "Invesco" is the sole property of Invesco
Ltd. ("Invesco"). Invesco has granted to the Trust a non-exclusive license to
use such name as part of the name of the Trust now and in the future. The Board
of Trustees further expressly agrees and

                                     -26-

<PAGE>

acknowledges that the non-exclusive license granted herein may be terminated by
Invesco if the Trust ceases to use Invesco or one of its Affiliated Persons as
investment adviser or to use other Affiliated Persons or successors of Invesco
for such purposes. In such event, the non-exclusive license may be revoked by
Invesco and the Trust shall cease using the name "Invesco" or any name
misleadingly implying a continuing relationship between the Trust and Invesco
or any of its Affiliated Persons, as part of its name unless otherwise
consented to by Invesco or any successor to its interests in such name.

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

     Section 10.10 Jurisdiction and Waiver of Jury Trial. In accordance with
Section 3804(e)of the Delaware Act, any suit, action or proceeding brought by
or in the right of any Shareholder or any person claiming any interest in any
Shares seeking to enforce any provision of, or based on any matter arising out
of, or in connection with, this Agreement or the Trust, any class or any
Shares, including any claim of any nature against the Trust, any Class, the
Trustees or officers of the Trust, shall be brought exclusively in the Court of
Chancery of the State of Delaware to the extent there is subject matter
jurisdiction in such court for the claims asserted or, if not, then in the
Superior Court of the State of Delaware, and all Shareholders and other such
Persons hereby irrevocably consent to the jurisdiction of such courts (and the
appropriate appellate courts therefrom) in any such suit, action or proceeding
and irrevocably waive, to the fullest extent permitted by law, any objection
they may make now or hereafter have to the laying of the venue of any such
suit, action or proceeding in such court or that any such suit, action or
proceeding brought in any such court has been brought in an inconvenient forum
and further, IN CONNECTION WITH ANY SUCH SUIT, ACTION, OR PROCEEDING BROUGHT IN
THE SUPERIOR COURT IN THE STATE OF DELAWARE, ALL SHAREHOLDERS AND ALL OTHER
SUCH PERSONS HEREBY IRREVOCABLY WAIVE THE RIGHT TO A TRIAL BY JURY TO THE
FULLEST EXTENT PERMITTED BY LAW. All Shareholders and other such Persons agree
that service of summons, complaint or other process in connection with any
proceedings may be made by registered or certified mail or by overnight courier
addressed to such Person at the address shown on the books and records of the
Trust for such Person or at the address of the Person shown on the books and
records of the Trust with respect to the Shares that such Person claims an
interest in. Service of process in any such suit, action or proceeding against
the Trust or any Trustee or officer of the Trust may be made at the address of
the Trust's registered agent in the State of Delaware. Any service so made
shall be effective as if personally made in the State of Delaware.

                                     -27-

<PAGE>

       This agreement may be executed in counterparts, each of which
counterpart shall be deemed to be an original, and all of which, when taken
together shall constitute one and the same instrument.

       IN WITNESS WHEREOF, the undersigned, being all of the Trustees of the
Trust, have executed this instrument as of the 13/th/ day of June, 2017.


By:  /s/ David C. Arch                   By:  /s/ Teresa M. Ressel
     ----------------------------------       ---------------------------------
     David C. Arch                            Teresa M. Ressel
     Trustee                                  Trustee

By:  /s/ James T. Bunch                  By:  /s/ Larry Soll
     ----------------------------------       ---------------------------------
     James T. Bunch                           Larry Soll
     Trustee                                  Trustee

By:  /s/ Bruce L. Crockett               By:  /s/ Margaret Ann Barnett Stern
     ----------------------------------       ---------------------------------
     Bruce L. Crockett                        Margaret Ann Barnett Stern
     Trustee                                  Trustee

By:  /s/ Jack M. Fields                  By:  /s/ Raymond Stickel, Jr.
     ----------------------------------       ---------------------------------
     Jack M. Fields                           Raymond Stickel, Jr.
     Trustee                                  Trustee

By:  /s/ Martin L. Flanagan              By:  /s/ Philip A. Taylor
     ----------------------------------       ---------------------------------
     Martin L. Flanagan                       Philip A. Taylor
     Trustee                                  Trustee

By:  /s/ Cynthia L. Hostetler            By:  /s/ Robert C. Troccoli
     ----------------------------------       ---------------------------------
     Cynthia L. Hostetler                     Robert C. Troccoli
     Trustee                                  Trustee

By:  /s/ Eli Jones                       By:  /s/ Christopher L. Wilson
     ----------------------------------       ---------------------------------
     Eli Jones                                Christopher L. Wilson
     Trustee                                  Trustee

By:  /s/ Prema Mathai-Davis
     ----------------------------------
     Prema Mathai-Davis
     Trustee

                                     -28-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1E
<SEQUENCE>4
<FILENAME>d473335dex9977q1e.txt
<DESCRIPTION>EX-99.77Q1E
<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 Advantage Municipal Income Trust II, Invesco Bond
Fund, Invesco California Value Municipal Income Trust, Invesco Dynamic Credit
Opportunities Fund, Invesco Exchange Fund, Invesco High Income 2023 Target Term
Fund, Invesco High Income Trust II, Invesco Management Trust, Invesco Municipal
Income Opportunities Trust, Invesco Municipal Opportunity Trust, Invesco
Municipal Trust, Invesco Pennsylvania Value Municipal Income Trust, Invesco
Quality Municipal Income Trust, Invesco Securities Trust, Invesco Senior Income
Trust, Invesco Trust for Investment Grade Municipals, Invesco Trust for
Investment Grade New York Municipals and Invesco Value Municipal Income 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, unsettled
               securities transactions, strategic reserves, matured
               investments, proceeds from liquidation of investment securities,
               dividend payments, or new investor capital.

<PAGE>

     2.  Neither a Trust nor Invesco may remove or amend the Waiver to a
         Trust's detriment prior to the Expiration Date without 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.

     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 Invesco has 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    INVESCO CALIFORNIA VALUE MUNICIPAL
 COUNSELOR SERIES TRUST)                INCOME TRUST
 AIM EQUITY FUNDS (INVESCO EQUITY       INVESCO DYNAMIC CREDIT OPPORTUNITIES
 FUNDS)                                 FUND
 AIM FUNDS GROUP (INVESCO FUNDS GROUP)  INVESCO EXCHANGE FUND
 AIM GROWTH SERIES (INVESCO GROWTH      INVESCO HIGH INCOME 2023 TARGET TERM
 SERIES)                                FUND
 AIM INTERNATIONAL MUTUAL FUNDS         INVESCO HIGH INCOME TRUST II
 (INVESCO INTERNATIONAL MUTUAL FUNDS)   INVESCO MANAGEMENT TRUST
 AIM INVESTMENT FUNDS (INVESCO          INVESCO MUNICIPAL INCOME
 INVESTMENT FUNDS)                      OPPORTUNITIES TRUST
 AIM INVESTMENT SECURITIES FUNDS        INVESCO MUNICIPAL OPPORTUNITY TRUST
 (INVESCO INVESTMENT SECURITIES FUNDS)  INVESCO MUNICIPAL TRUST
 AIM SECTOR FUNDS (INVESCO SECTOR       INVESCO PENNSYLVANIA VALUE MUNICIPAL
 FUNDS)                                 INCOME TRUST
 AIM TAX-EXEMPT FUNDS (INVESCO          INVESCO QUALITY MUNICIPAL INCOME TRUST
 TAX-EXEMPT FUNDS)                      INVESCO SECURITIES TRUST
 AIM TREASURER'S SERIES TRUST (INVESCO  INVESCO SENIOR INCOME TRUST
 TREASURER'S SERIES TRUST)              INVESCO TRUST FOR INVESTMENT GRADE
 AIM VARIABLE INSURANCE FUNDS (INVESCO  MUNICIPALS
 VARIABLE INSURANCE FUNDS)              INVESCO TRUST FOR INVESTMENT GRADE
 INVESCO ADVANTAGE MUNICIPAL INCOME     NEW YORK MUNICIPALS
 TRUST II                               INVESCO VALUE MUNICIPAL INCOME TRUST
 INVESCO BOND FUND

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>

<TABLE>
<CAPTION>
                              EXHIBIT A TO ADVISORY FEE MOA
AIM COUNSELOR
SERIES TRUST
(INVESCO COUNSELOR                                                               EXPIRATION
SERIES TRUST)                      WAIVER DESCRIPTION             EFFECTIVE DATE    DATE
------------------       ---------------------------------------  -------------- ----------
<C>                      <S>                                      <C>            <C>
Invesco Strategic Real   Invesco will waive advisory fees in an
Return Fund                 amount equal to the advisory fees
                             earned on underlying affiliated
                                       investments                  4/30/2014    06/30/2019

AIM INVESTMENT
FUNDS (INVESCO                                                                   EXPIRATION
INVESTMENT FUNDS                   WAIVER DESCRIPTION             EFFECTIVE DATE    DATE
----------------         ---------------------------------------  -------------- ----------
Invesco Balanced-Risk    Invesco will waive advisory fees in an
Commodity Strategy          amount equal to the advisory fees
Fund                         earned on underlying affiliated
                                       investments                   02/24/15    06/30/2019

Invesco Global Targeted  Invesco will waive advisory fees in an
Returns Fund                amount equal to the advisory fees
                             earned on underlying affiliated
                                       investments                  12/17/2013   06/30/2019

AIM TREASURER'S
SERIES TRUST
(INVESCO TREASURER'S                                                             EXPIRATION
SERIES TRUST)                      WAIVER DESCRIPTION             EFFECTIVE DATE    DATE
--------------------     ---------------------------------------  -------------- ----------
Premier Portfolio        Invesco will waive advisory fees in the
                         amount of 0.07% of the Fund's average
                         daily net assets                            2/1/2011    12/31/2017

Premier U.S.             Invesco will waive advisory fees in the
Government Money         amount of 0.07% of the Fund's average
Portfolio                daily net assets                            2/1/2011    12/31/2017

Premier Tax-Exempt       Invesco will waive advisory fees in the
Portfolio                amount of 0.05% of the Fund's average
                         daily net assets                           06/01/2016   12/31/2017
</TABLE>

<PAGE>

                                  EXHIBIT "B"

          AIM COUNSELOR SERIES TRUST (INVESCO COUNSELOR SERIES TRUST)

PORTFOLIO                                      EFFECTIVE DATE   COMMITTED UNTIL
---------                                    ------------------ ---------------
Invesco American Franchise Fund              February 12, 2010   June 30, 2019
Invesco California Tax-Free Income Fund      February 12, 2010   June 30, 2019
Invesco Core Plus Bond Fund                     June 2, 2009     June 30, 2019
Invesco Equally-Weighted S&P 500 Fund        February 12, 2010   June 30, 2019
Invesco Equity and Income Fund               February 12, 2010   June 30, 2019
Invesco Floating Rate Fund                      July 1, 2007     June 30, 2019
Invesco Global Real Estate Income Fund          July 1, 2007     June 30, 2019
Invesco Growth and Income Fund               February 12, 2010   June 30, 2019
Invesco Low Volatility Equity Yield Fund        July 1, 2007     June 30, 2019
Invesco Pennsylvania Tax Free Income Fund    February 12, 2010   June 30, 2019
Invesco S&P 500 Index Fund                   February 12, 2010   June 30, 2019
Invesco Short Duration High Yield Municipal
  Fund                                       September 30, 2015  June 30, 2019
Invesco Small Cap Discovery Fund             February 12, 2010   June 30, 2019
Invesco Strategic Real Return Fund             April 30, 2014    June 30, 2019

                    AIM EQUITY FUNDS (INVESCO EQUITY FUNDS)

PORTFOLIO                                    EFFECTIVE DATE COMMITTED UNTIL
---------                                    -------------- ---------------
Invesco Charter Fund                          July 1, 2007   June 30, 2019
Invesco Diversified Dividend Fund             July 1, 2007   June 30, 2019
Invesco Summit Fund                           July 1, 2007   June 30, 2019

                     AIM FUNDS GROUP (INVESCO FUNDS GROUP)

FUND                                             EFFECTIVE DATE COMMITTED UNTIL
----                                             -------------- ---------------
Invesco European Small Company Fund               July 1, 2007   June 30, 2019
Invesco Global Core Equity Fund                   July 1, 2007   June 30, 2019
Invesco International Small Company Fund          July 1, 2007   June 30, 2019
Invesco Small Cap Equity Fund                     July 1, 2007   June 30, 2019

                   AIM GROWTH SERIES (INVESCO GROWTH SERIES)

FUND                                          EFFECTIVE DATE   COMMITTED UNTIL
----                                         ----------------- ---------------
Invesco Alternative Strategies Fund          October 14, 2014   June 30, 2019
Invesco Convertible Securities Fund          February 12, 2010  June 30, 2019
Invesco Global Low Volatility Equity Yield
  Fund                                         July 1, 2007     June 30, 2019
Invesco Mid Cap Core Equity Fund               July 1, 2007     June 30, 2019
Invesco Multi-Asset Inflation Fund           October 14, 2014   June 30, 2019
Invesco Quality Income Fund                  February 12, 2010  June 30, 2019
Invesco Small Cap Growth Fund                  July 1, 2007     June 30, 2019

      AIM INTERNATIONAL MUTUAL FUNDS (INVESCO INTERNATIONAL MUTUAL FUNDS)

FUND                                          EFFECTIVE DATE   COMMITTED UNTIL
----                                         ----------------- ---------------
Invesco Asia Pacific Growth Fund               July 1, 2007     June 30, 2019
Invesco European Growth Fund                   July 1, 2007     June 30, 2019
Invesco Global Growth Fund                     July 1, 2007     June 30, 2019
Invesco Global Opportunities Fund             August 3, 2012    June 30, 2019
Invesco Global Responsibility Equity Fund      June 30, 2016    June 30, 2019
Invesco Global Small & Mid Cap Growth Fund     July 1, 2007     June 30, 2019
Invesco International Companies Fund         December 21, 2015  June 30, 2019
Invesco International Core Equity Fund         July 1, 2007     June 30, 2019
Invesco International Growth Fund              July 1, 2007     June 30, 2019
Invesco Select Opportunities Fund             August 3, 2012    June 30, 2019

<PAGE>

                AIM INVESTMENT FUNDS (INVESCO INVESTMENT FUNDS)

FUND                                           EFFECTIVE DATE   COMMITTED UNTIL
----                                         ------------------ ---------------
Invesco All Cap Market Neutral Fund          December 17, 2013   June 30, 2019
Invesco Balanced-Risk Allocation Fund/1/        May 29, 2009     June 30, 2019
Invesco Balanced-Risk Commodity Strategy
  Fund/2/                                    November 29, 2010   June 30, 2019
Invesco Developing Markets Fund                 July 1, 2007     June 30, 2019
Invesco Emerging Markets Equity Fund            May 11, 2011     June 30, 2019
Invesco Emerging Markets Flexible Bond
  Fund/3/                                      June 14, 2010     June 30, 2019
Invesco Endeavor Fund                           July 1, 2007     June 30, 2019
Invesco Global Health Care Fund                 July 1, 2007     June 30, 2019
Invesco Global Infrastructure Fund              May 2, 2014      June 30, 2019
Invesco Global Market Neutral Fund           December 17, 2013   June 30, 2019
Invesco Global Targeted Returns Fund/5/      December 17, 2013   June 30, 2019
Invesco Greater China Fund                      July 1, 2007     June 30, 2019
Invesco Long/Short Equity Fund               December 17, 2013   June 30, 2019
Invesco Low Volatility Emerging Markets Fund December 17, 2013   June 30, 2019
Invesco Macro Allocation Strategy Fund/4/    September 25, 2012  June 30, 2019
Invesco Macro International Equity Fund      December 17, 2013   June 30, 2019
Invesco Macro Long/Short Fund                December 17, 2013   June 30, 2019
Invesco MLP Fund                              August 29, 2014    June 30, 2019
Invesco Multi-Asset Income Fund/6/           December 13, 2011   June 30, 2019
Invesco Pacific Growth Fund                  February 12, 2010   June 30, 2019
Invesco Select Companies Fund                   July 1, 2007     June 30, 2019
Invesco World Bond Fund                         July 1, 2007     June 30, 2019

     AIM INVESTMENT SECURITIES FUNDS (INVESCO INVESTMENT SECURITIES FUNDS)

FUND                                          EFFECTIVE DATE   COMMITTED UNTIL
----                                         ----------------- ---------------
Invesco Corporate Bond Fund                  February 12, 2010  June 30, 2019
Invesco Global Real Estate Fund                July 1, 2007     June 30, 2019
Invesco Government Money Market Fund           July 1, 2007     June 30, 2019
Invesco High Yield Fund                        July 1, 2007     June 30, 2019
Invesco Real Estate Fund                       July 1, 2007     June 30, 2019
Invesco Short Duration Inflation Protected
  Fund                                         July 1, 2007     June 30, 2019
Invesco Short Term Bond Fund                   July 1, 2007     June 30, 2019
Invesco U.S. Government Fund                   July 1, 2007     June 30, 2019


--------
/1/  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.
/2/  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.
/3/  Advisory fees to be waived by Invesco for Invesco Emerging Markets
     Flexible Bond Fund also include advisory fees that Invesco receives on the
     Uninvested Cash from the Affiliated Money Market Fund in which Invesco
     Emerging Markets Flexible Bond Cayman, Ltd. invests.
/4/  Advisory fees to be waived by Invesco for Invesco Macro Allocation
     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 V, Ltd. invests.
/5/  Advisory fees to be waived by Invesco for Invesco Global Targeted Returns
     Fund also include advisory fees that Invesco receives on the Uninvested
     Cash from the Affiliated Money Market Fund in which Invesco Cayman
     Commodity Fund VII, Ltd. invests.
/6/  Advisory fees to be waived by Invesco for Invesco Multi-Asset Income Fund
     also include advisory fees that Invesco receives on the Uninvested Cash
     from the Affiliated Money Market Fund in which Invesco Multi-Asset Income
     Cayman, Ltd. invests.

<PAGE>

                    AIM SECTOR FUNDS (INVESCO SECTOR FUNDS)

<TABLE>
<CAPTION>
 FUND                                          EFFECTIVE DATE   COMMITTED UNTIL
 ----                                         ----------------- ---------------
 <S>                                          <C>               <C>
 Invesco American Value Fund                  February 12, 2010  June 30, 2019
 Invesco Comstock Fund                        February 12, 2010  June 30, 2019
 Invesco Energy Fund                            July 1, 2007     June 30, 2019
 Invesco Dividend Income Fund                   July 1, 2007     June 30, 2019
 Invesco Gold & Precious Metals Fund            July 1, 2007     June 30, 2019
 Invesco Mid Cap Growth Fund                  February 12, 2010  June 30, 2019
 Invesco Small Cap Value Fund                 February 12, 2010  June 30, 2019
 Invesco Technology Fund                        July 1, 2007     June 30, 2019
 Invesco Technology Sector Fund               February 12, 2010  June 30, 2019
 Invesco Value Opportunities Fund             February 12, 2010  June 30, 2019
</TABLE>

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

<TABLE>
<CAPTION>
 FUND                                          EFFECTIVE DATE   COMMITTED UNTIL
 ----                                         ----------------- ---------------
 <S>                                          <C>               <C>
 Invesco High Yield Municipal Fund            February 12, 2010  June 30, 2019
 Invesco Intermediate Term Municipal Income
   Fund                                       February 12, 2010  June 30, 2019
 Invesco Municipal Income Fund                February 12, 2010  June 30, 2019
 Invesco New York Tax Free Income Fund        February 12, 2010  June 30, 2019
 Invesco Tax-Exempt Cash Fund                   July 1, 2007     June 30, 2019
 Invesco Limited Term Municipal Income Fund     July 1, 2007     June 30, 2019
</TABLE>

        AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)

<TABLE>
<CAPTION>
 FUND                                          EFFECTIVE DATE   COMMITTED UNTIL
 ----                                         ----------------- ---------------
 <S>                                          <C>               <C>
 Invesco V.I. American Franchise Fund         February 12, 2010  June 30, 2019
 Invesco V.I. American Value Fund             February 12, 2010  June 30, 2019
 Invesco V.I. Balanced-Risk Allocation
   Fund/7/                                    December 22, 2010  June 30, 2019
 Invesco V.I. Comstock Fund                   February 12, 2010  June 30, 2019
 Invesco V.I. Core Equity Fund                  July 1, 2007     June 30, 2019
 Invesco V.I. Core Plus Bond Fund              April 30, 2015    June 30, 2019
 Invesco V.I. Diversified Dividend Fund       February 12, 2010  June 30, 2019
 Invesco V.I. Equally-Weighted S&P 500 Fund   February 12, 2010  June 30, 2019
 Invesco V.I. Equity and Income Fund          February 12, 2010  June 30, 2019
 Invesco V.I. Global Core Equity Fund         February 12, 2010  June 30, 2019
 Invesco V.I. Global Health Care Fund           July 1, 2007     June 30, 2019
 Invesco V.I. Global Real Estate Fund           July 1, 2007     June 30, 2019
 Invesco V.I. Government Money Market Fund      July 1, 2007     June 30, 2019
 Invesco V.I. Government Securities Fund        July 1, 2007     June 30, 2019
 Invesco V.I. Growth and Income Fund          February 12, 2010  June 30, 2019
 Invesco V.I. High Yield Fund                   July 1, 2007     June 30, 2019
 Invesco V.I. International Growth Fund         July 1, 2007     June 30, 2019
 Invesco V.I. Managed Volatility Fund           July 1, 2007     June 30, 2019
 Invesco V.I. Mid Cap Core Equity Fund          July 1, 2007     June 30, 2019
 Invesco V.I. Mid Cap Growth Fund             February 12, 2010  June 30, 2019
 Invesco V.I. S&P 500 Index Fund              February 12, 2010  June 30, 2019
 Invesco V.I. Small Cap Equity Fund             July 1, 2007     June 30, 2019
 Invesco V.I. Technology Fund                   July 1, 2007     June 30, 2019
 Invesco V.I. Value Opportunities Fund          July 1, 2007     June 30, 2019
</TABLE>

/7/  Advisory fees to be waived by Invesco for Invesco V.I. 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 IV, Ltd. invests.

<PAGE>

                             INVESCO EXCHANGE FUND

<TABLE>
<CAPTION>
FUND                                           EFFECTIVE DATE   COMMITTED UNTIL
----                                         ------------------ ---------------
<S>                                          <C>                <C>
Invesco Exchange Fund                        September 30, 2015  June 30, 2019
</TABLE>

                           INVESCO SECURITIES TRUST

<TABLE>
<CAPTION>
 FUND                                          EFFECTIVE DATE  COMMITTED UNTIL
 ----                                         ---------------- ---------------
 <S>                                          <C>              <C>
 Invesco Balanced-Risk Aggressive Allocation
   Fund/8/                                    January 16, 2013  June 30, 2019
</TABLE>

                           INVESCO MANAGEMENT TRUST

<TABLE>
<CAPTION>
  FUND                                         EFFECTIVE DATE COMMITTED UNTIL
  ----                                         -------------- ---------------
  <S>                                          <C>            <C>
  Invesco Conservative Income Fund              July 1, 2014   June 30, 2019
</TABLE>

                               CLOSED-END FUNDS

<TABLE>
<CAPTION>
FUND                                           EFFECTIVE DATE   COMMITTED UNTIL
----                                         ------------------ ---------------
<S>                                          <C>                <C>
Invesco Advantage Municipal Income Trust II     May 15, 2012     June 30, 2019
Invesco Bond Fund                             August 26, 2015    June 30, 2019
Invesco California Value Municipal Income
  Trust                                         May 15, 2012     June 30, 2019
Invesco Dynamic Credit Opportunities Fund       May 15, 2012     June 30, 2019
Invesco High Income 2023 Target Term Fund    November 28, 20016  June 30, 2019
Invesco High Income Trust II                    May 15, 2012     June 30, 2019
Invesco Municipal Income Opportunities Trust  August 26, 2015    June 30, 2019
Invesco Municipal Opportunity Trust             May 15, 2012     June 30, 2019
Invesco Municipal Trust                         May 15, 2012     June 30, 2019
Invesco Pennsylvania Value Municipal Income
  Trust                                         May 15, 2012     June 30, 2019
Invesco Quality Municipal Income Trust        August 26, 2015    June 30, 2019
Invesco Senior Income Trust                     May 15, 2012     June 30, 2019
Invesco Trust for Investment Grade
  Municipals                                    May 15, 2012     June 30, 2019
Invesco Trust for Investment Grade New York
  Municipals                                    May 15, 2012     June 30, 2019
Invesco Value Municipal Income Trust            June 1, 2010     June 30, 2019
</TABLE>

/8/  Advisory fees to be waived by Invesco for Invesco Balanced-Risk Aggressive
     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 VI, Ltd. invests.
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
