SecProbe.io

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 February 23, 2026

 VIA EDGAR

 Mr. David Manion
 Division of Investment Management
 Securities and Exchange Commission
 100 F Street N.E.
 Washington DC  20549

 RE:

 AIM Counselor Series Trust (Invesco Counselor Series Trust) (File No. 811-09913), AIM International Mutual Funds (Invesco International Mutual Funds) (File No. 811-06463), AIM Investment Funds (Invesco Investment Funds) (File No.
 811-05426), AIM Investment Securities Fund (Invesco Investment Securities Funds) (File No. 811-05686), Invesco Management Trust (File No. 811-22957), AIM Sector Funds (Invesco Sector Funds) (File No. 811-03826), AIM Tax-Exempt Funds (Invesco
 Tax-Exempt Funds) (File No. 811-07890), AIM Treasurer's Series Trust (Invesco Treasurer's Series Trust) (File No. 811-05460), and Short-Term Investments Trust (File No. 811-02729), Invesco Actively Managed Exchange-Traded Fund Trust (File No.
 811-22148), Invesco Exchange-Traded Fund Trust (File No. 811-21265), Invesco Exchange-Traded Fund Trust II (File No. 811-21977), and Invesco Exchange-Traded Self-Indexed Fund Trust (File No. 811-23304), Invesco Advantage Municipal Income
 Trust II (File No. 811-07868), Invesco Bond Fund (File No. 811-02090), Invesco California Value Municipal Income Trust (File No. 811-07404), Invesco High Income Trust II (File No. 811-05769), Invesco Municipal Income Opportunities Trust (File
 No. 811-05597), Invesco Municipal Opportunity Trust (File No. 811-06567), Invesco Municipal Trust (File No. 811-06362), Invesco Pennsylvania Value Municipal Income Trust (File No. 811-07398), Invesco Quality Municipal Income Trust (File No.
 811-06591), Invesco Senior Income Trust (File No. 811-08743), Invesco Senior Loan Fund (File No. 811-05845), Invesco Trust for Investment Grade Municipals (File No. 811-06471), Invesco Trust for Investment Grade New York Municipals (File No.
 811-06537), Invesco Value Municipal Income Trust (File No. 811-06590) (each, a “Registrant” and collectively, the “Registrants”)

 Dear Mr. Manion:

 On behalf of the Registrants and each respective series of the Registrants listed in Exhibit A, as applicable (each such mutual fund or ETF, a “Fund,” and collectively, the “Funds”), this letter responds to comments provided by the staff of the
 Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “Commission” or “SEC”) to the undersigned on January 16, 2026, with respect to the Registrants’ respective shareholder reports filed on Form N-CSR and Form
 N-CEN for the fiscal years ended on the dates listed in Exhibit A, as applicable.

 The Staff’s comments are summarized below in italicized text. The Registrants’ responses are set out immediately under the restated comment.

 Global Comments

 1.

 Comment :

 The N-CSR disclosure states, in the Notes to the Financials – Segment Reporting, that the Adviser will act as a Fund’s chief operating decision maker (“CODM”). Please consider naming the titles of the persons at
 the Adviser that comprise the “group” acting as the CODM. Alternatively, please explain how all personnel of the Adviser are considered a group for purpose of the CODM definition. See Accounting Standards Codification (ASC) 280-10-50-5.

 Response :

 The Registrants have revised the applicable disclosure to name the titles of the persons at the Adviser that comprise the group acting as the CODM. The revised disclosure is below (underlined language added):

 “Subject to the oversight and, when applicable, approval of the Board of Trustees, portfolio managers and senior executives at the Adviser act as the Trust’s chief operating decision maker (“CODM”), assessing performance and making
 decisions about resource allocation within the Trust.”

 2.

 Comment :

 The Funds’ N-CEN filings do not consistently report the Legal Entity Identifier (“LEI”) for each of the Funds’ custodians. Please include the LEI for the Funds’ custodians in future N-CEN filings.

 Response :

 The Registrants acknowledge that the LEI for certain sub-custodians was omitted from the Funds’ N-CEN filings and will be included in future filings.

 Fund Specific Comments

 3.

 Comment :

 Invesco Pennsylvania Municipal Fund appears to have had a net asset value (“NAV”) error during the fiscal year ended February 28, 2025. Please describe the nature and circumstances
 of the NAV error, associated internal control implications, mitigating actions, and whether any related reprocessing or reimbursement has been completed.

 Response :

 A NAV error occurred with respect to Invesco Pennsylvania Municipal Fund for one day due to the improper application of a valuation for a manually priced fixed income security. The error was identified the following day by the Registrant
 during the daily review of manually priced securities, a key control within the valuation process. Upon review, the controls were deemed reasonable and have been reinforced and, where necessary, enhanced to prevent recurrence. Shareholder
 redemptions were reprocessed and the third-party administrator reimbursed the Fund for losses associated with shareholder subscriptions affected by the error.

 4.

 Comment :

 The Schedule of Investments in the N-CSR filings for certain Funds, such as Invesco Limited Term Municipal Income Fund and Invesco Rochester Municipal Opportunities Fund, show that the Funds hold MuniFund
 Preferred Shares. The footnote related to the Funds’ MuniFund Preferred Share holdings does not disclose the applicable rates of those holdings. Please include such information in future N-CSR filings.

 Response :

 The applicable rates for MuniFund Preferred Shares held by the Funds will be included in future N-CSR filings, as requested.

 5.

 Comment :

 Certain Funds hold loans that are tied to an applicable reference rate; however, the rate shown in the financial statements does not tie to the applicable reference rate. For example, see X Corp. held by Invesco
 Corporate Bond Fund, Invesco High Yield Fund and Invesco Short-Term Bond Fund. Please explain how the rates shown in the financial statements were determined and how they reconcile to the applicable reference rates.

 Response :

 The Registrants acknowledge that although the reference rates disclosed within the Schedules of Investments were accurate, the end of period rate disclosed for certain loans was inadvertently understated. The end of period rate has been
 corrected within the Schedules of Investments issued subsequent to the period reviewed as shown in Exhibit A.

 6.

 Comment :

 The N-CSR filings for certain Funds do not include the required disclosure regarding the usage of certain derivatives in the Notes to the Financials. Specifically, the usage for call options purchased and
 written is not included; see

 2

 Invesco Bond Fund as an example. Please add such disclosure in the Notes to the Financials in future N-CSR filings.

 Response :

 The Notes to the Financials related to derivatives used by the Funds will be reviewed to confirm that all such Notes include the requisite disclosure regarding derivatives usage.  Specifically, the Note “Call Options Purchased and Written”
 included in the Notes to the Financials for certain Funds, including Invesco Bond Fund, will be updated to include the specific usage of call options purchased and written.

 7.

 Comment :

 The Statement of Assets and Liabilities for   Invesco Senior Income Trust and Invesco Municipal Income Opportunities Trust
 show receivables for “Fund expenses absorbed.”   Please explain the transactions to which these receivables relate.

 Response :

 The Registrants confirm that the receivables for “Fund expenses absorbed” represent amounts related to deferred offering costs incurred in connection with the common share “shelf” registration pursuant to Rule 415 under the Securities Act
 of 1933, as amended. Costs incurred by the Funds in relation to the shelf offering are recorded as deferred offering costs and amortized pro rata as common shares are sold. Effective with the August 31, 2025 reporting cycle, Invesco updated
 the presentation to classify these as prepaid expenses on the Statement of Assets and Liabilities.

 8.

 Comment :

 The Notes to the Financials in the N-CSRs for the Invesco Corporate Bond BulletShares ETFs and Invesco High Yield BulletShares ETFs include disclosure regarding Rule 17a-7 transactions conducted by such ETFs
 that appear to be related to Level 2 securities. Please explain how such transactions comport with Rule 17a-7 and Rule 2a-5 which defines readily available market quotations to mean “a market quotation is readily available only when that
 quotation is a quoted price (unadjusted) in active markets for identical investments that the fund can access at the measurement date, provided that a quotation will not be readily available if it is not reliable.”

 Response :

 Section 17(a) of the 1940 Act prohibits the purchase or sale of securities between a registered fund and its affiliates. Rule 17a-7 was adopted to address potential affiliated transaction issues raised by cross-trades. Rule 17a-7, as
 pertinent here, exempts from the prohibitions of Section 17(a) certain purchases and sales between registered investment companies or separate series of registered investment companies and certain affiliated persons, where any affiliation
 arises solely because they have a common investment adviser. 1   To rely on the exemption, among other conditions set forth in the rule, the transactions must be purchases or sales of a security “for which market quotations are
 readily available.” Certain debt instruments, however, may not have an active trading market but can be valued using alternative approaches of “Level 2” fair valuation that ensure appropriate fair valuation of the securities. The

 1   The SEC has indicated its view that investment companies that share a common investment adviser (or have investment advisers that are affiliated persons of one another) may be deemed to be “under common control”.  See Payment of Asset-Based Sales Loads by Registered Open-End Mgmt. Inv. Companies , Release No. IC-16431 (June 13, 1988) (“Funds that share a common investment adviser may, depending on the circumstances,
 be deemed to be under common control, and, therefore, to be “affiliated persons” of each other under section 2(a)(3)(C) of the [1940] Act”).  But   see   Exemption of Certain Purchase or Sale Transactions Between A Registered Inv. Co.
 & Certain Affiliated Persons Thereof , Release No. IC-11676 (Mar. 10, 1981) (“[R]ule [17a-7] does not represent a Commission finding that investment companies having common officers, directors or investment advisers are always affiliated
 persons or affiliated persons of an affiliated person. They may or may not be, depending on the facts. The rule enables the parties to go forward without resolving that question if the requirements of the rule are met.”)

 3

 SEC staff has granted a series of no-action letters that permit cross trades in reliance on such Level 2 valuations. 2

 The Invesco BulletShares ETFs invest in these types of Level 2 valued securities.  In order to reduce costs to their shareholders, the Invesco Corporate Bond BulletShares ETFs, and Invesco High Yield BulletShares ETFs engage in
 cross-trades (specifically, with other Invesco BulletShares ETFs that invest in the same respective fixed-income asset classes) in reliance on these no-action letters issued by the SEC staff. In issuing such no-action relief, the SEC staff in
 United Municipal Bond Fund I agreed that it would not recommend that the SEC take any enforcement action under Section 17(a) of the 1940 Act if an open-end fund, in reliance on Rule 17a-7, engaged in a cross trade for municipal bonds for
 which market quotations are not readily available, provided that the fund complied with the following conditions:

 (1) the bonds are valued by averaging prices obtained from at least three independent matrix pricing services, or by averaging three independent bid prices, or by averaging three prices obtained from some combination of independent pricing
 services and independent bid prices;
 (2) the independent matrix pricing services are not affiliated persons of the Funds or affiliated persons of affiliated persons of the Funds as defined in Section 2(a)(3) of the 1940 Act;
 (3) the independent matrix pricing services are not engaged directly or through affiliated persons in underwriting or distributing the municipal bonds;
 (4) no brokerage commission, fee (except for customary transfer fees and matrix pricing servicing fees) or other remuneration is paid in connection with the transactions; and
 (5) the funds comply with paragraphs (c), (e), and (f) of Rule 17a-7. 3

 In cross trading their respective securities, the Invesco BulletShares Municipal Bond ETFs, the Invesco Corporate Bond BulletShares ETFs and Invesco High Yield BulletShares ETFs comply with these stated conditions for relief under these
 letters.

 We note that in the Rule 2a-5 Adopting Release, when discussing how new definitions in the rule might limit the ability of funds to engage in cross-trades, the SEC cited to United Municipal Bond Fund I and United Municipal Bond Fund II and
 noted that the letters remain in effect. 4   As the SEC neither rescinded nor expressly limited the scope of the Municipal Bond Fund Letters either at the time it adopted Rule 2a-5 or subsequent to that rule’s issuance, the
 Registrant is of the view that the letters currently remain available.  We are unaware of any statement from the SEC staff indicating these letters have been withdrawn. As a result, the Funds believe that the cross-trading of fixed-income
 securities by the

 2   See
 United Municipal Bond Fund, SEC No-Action Letter (pub. avail. July 30, 1992) (“United Municipal Bond Fund I”); United Municipal Bond Fund, SEC No-Action Letter (pub. avail. Jan. 27, 1995) (“United Municipal Bond Fund II”); and Federated Municipal
 Funds, SEC No-Action Letter (pub. avail. Nov. 20, 2006) (“Federated”) (collectively, the “Municipal Bond Fund Letters”).
 3   Subsequent to the issuance of United
 Municipal Bond Fund I, the staff issued United Municipal Bond Fund II, which endorsed United Municipal Bond Fund I and modified the requirements of the earlier letter to permit the use an evaluated price provided by a single, independent pricing
 service.  Later, in issuing the Federated letter, the staff reasserted the positions taken in both United Municipal Bond Fund I and United Municipal Bond Fund II and clarified that any independent pricing service may be used.
 4   See   Good Faith Determination of Fair Value , SEC Rel. No. IC-34128 (Dec. 3, 2020) at pp. 94-95 (“Rule 2a-5 Adopting Release”): “We also understand that many cross trades today are done taking into consideration certain
 letters by our staff that address, among other things, the application of the term readily available market quotations in the context of certain transactions under rule 17a-7.  The staff is reviewing these letters to determine whether these
 letters, or portions thereof, should be withdrawn. Separately, consideration of potential revisions to rule 17a-7 is on the rulemaking agenda.  We welcome input from the public as we undertake our consideration of rule 17a-7.”

 4

 Invesco Corporate Bond BulletShares ETFs and Invesco High Yield BulletShares ETFs involves facts and circumstances that are substantially similar to those described in the Municipal Bond Fund Letters and have made such trades (at
 significant cost savings to fund shareholders) in reliance on the relief promulgated in those letters.

 9.

 Comment :

 The Statement of Assets and Liabilities for   Invesco MSCI EAFE Income Advantage ETF, Invesco S&P 500 Equal-Weighted
 Advantage ETF, and Invesco QQQ Income Advantage ETF show receivables for “Fund expenses absorbed” yet these ETFs have a unitary fee. Please explain what expenses were ab

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 CORRESP

 Invesco Advisers, Inc.
 11 Greenway Plaza Houston, TX
77046-1173 January 21, 2026
 Filed via EDGAR U.S. Securities and Exchange
Commission 100 F Street, NE Washington, DC 20549
 Attention: Ms. Jaea Hahn

 Re:
 Invesco California Value Municipal Income Trust (the “Fund”)
 File Nos. 333-290221 and 811-07404
 Dear Ms. Hahn: On behalf of the Fund, below are the
Fund’s responses to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) that were conveyed telephonically by Ms. Hahn to Amy Shapiro and Taylor Edwards on
January 7, 2026 with regard to the Fund’s shelf offering registration statement on Form N-2 (the “Registration Statement”). The Registration Statement was filed with the SEC on
September 12, 2025. Each comment from the Staff is included below, followed by the Fund’s response to the comment. Terms not defined
herein shall have the meaning set forth for that term in the Registration Statement. Disclosure Comments
 Prospectus Comments:
 General

 1.
 Comment : Where a comment is made regarding disclosure in one location, it is applicable to all similar
disclosure appearing elsewhere in the Registration Statement. Please make all conforming changes. Response : The
Fund acknowledges the Staff’s comment and will make such changes as applicable.

 2.
 Comment : We note that the Registration Statement contains bracketed disclosures ( e.g. , fee
table). We may have comments on such portions when you complete them in any pre-effective amendment, on disclosures made in response to this letter, on information supplied supplementally, or on exhibits filed
in any pre-effective amendment. Response : The Fund acknowledges the
Staff’s comment.

 3.
 Comment : Please advise us if you expect to submit any exemptive application(s) or no-action request(s) in connection with the Registration Statement.

 Response : The Fund confirms that it has not submitted, and does not expect to submit,
any exemptive applications or no-action requests in connection with the Registration Statement. However, the Fund, along with other Invesco Funds, filed an application on October 9, 2025 for relief from
Section 17(a) of the 1940 Act, and pursuant to Section 17(d) of the 1940 Act and Rule 17d-1 thereunder, under both Sections 17(b) and 6(c) of the 1940 Act (Accession No. 0002071844-25-000202), which would potentially impact the operations of the Fund if granted and if the Fund desires to rely on it. In the event the exemptive relief is granted and the Fund desires to
rely on it, the Fund will review the Registration Statement and make necessary updates.

 4.
 Comment : Please confirm the Fund does not intend to issue preferred shares within a year from the
effective date of the Registration Statement. Response : As of the date of this letter, the Fund does not have a
present intention to issue additional preferred shares within a year from the effective date of the Registration Statement. The Fund notes the disclosure regarding preferred shares under the sections “Use of Leverage” and
“Description of Capital Structure” in the Registration Statement and “Preferred Shares Risk” in the Fund’s annual shareholder report that is incorporated by reference. If the Fund were to issue additional preferred
shares, it would review the Registration Statement and make any necessary updates regarding such additional preferred shares, when issued.
 Prospectus Summary
 Use of Proceeds, p. 1

 5.
 Comment : We note the disclosure that states the net proceeds will be invested by the Fund within three
to six months after an offering. Supplementally, if it is expected that it would take the Fund more than six months for the Fund to invest the net proceeds, please explain why and the consequences of such delay. If longer than six months, the
reasons for any expected delay should be stated. Response : The Fund confirms that the net proceeds will be
invested by the Fund within three to six months after an offering. The Fund also respectfully notes that the following disclosure explains the reasons for any potential delay:
 It is currently anticipated that the Fund will be able to invest substantially all of the net proceeds of an offering of Securities in
accordance with its investment objective and policies within three to six months after the completion of any such offering or the receipt of such proceeds, depending on the availability of appropriate investment opportunities consistent with the
Fund’s investment objective and market conditions. [emphasis added] Summary of Taxation, p. 9

 6.
 Comment : In the “Summary of Taxation” section, please clarify the tax status of the
Fund’s California distributions. Response : The Fund has revised the disclosure as requested.
 Use of Leverage, p. 9

 7.
 Comment : In the fourth paragraph, there is a reference to “Municipal Market Data (MMD) Rate
Locks.” If MMD Rate Locks are principal investments of the Fund, discuss what these are in the Summary and provide the appropriate risk disclosure.
 Response : The Fund confirms that MMD Rate Locks are not principal investments of the Fund.
 Taxation of Common Shareholders, p. 28

 8.
 Comment : The first sentence states that “50% of the Fund’s total assets consist of municipal
securities”. Please reconcile that with the Fund’s 80% investment policy.

 Response : The Fund notes that the first sentence under the section “Taxation of
Common Shareholders” reflects the Fund’s intention to qualify each year to pay exempt-interest dividends. The disclosure reflects the applicable requirement that at the close of each quarter of the Fund’s taxable year at least 50%
of the Fund’s total assets consist of Municipal Securities, which are exempt from federal and California income tax. The Fund respectfully notes that this limitation is separate and distinct from the Fund’s 80% investment policy which is
intended to comply with the requirements of Rule 35d-1 under the 1940 Act. While the federal tax law requirement in order to pay tax-exempt dividends is that at least
50% of the total Fund assets must consist of Municipal Securities, the Fund in fact intends to have 80% or more of its net assets consist of Municipal Securities under normal market conditions. However, the Fund has added the following disclosure to
distinguish the federal tax law requirement from the Fund’s 80% investment policy: The Fund intends to qualify each year to pay
exempt-interest dividends by satisfying the requirement that at the close of each quarter of the Fund’s taxable year at least 50% of the Fund’s total assets consists of Municipal Securities, which are exempt from federal and California
income tax. While the federal tax law requirement in order to pay tax-exempt dividends is that at least 50% of the total Fund assets must consist of Municipal Securities, the Fund in fact intends to have
80% or more of its net assets consist of Municipal Securities under normal market conditions. See “Investment Restrictions” in the SAI for more information.
 Statement of Additional Information Comments:
 Investment Restrictions, p. S-16

 10.
 Comment : On page 16 of the SAI, with respect to the revisions to policy number 8, please include an
explanatory note regarding what would qualify as a “municipal security” for the 80% investment policy.
 Response : The Fund has added the following disclosure to the SAI as the second to last paragraph under the section titled
“Investment Restrictions”: For purposes of the foregoing, “municipal securities” are obligations issued by or
on behalf of states, territories or possessions of the United States, the District of Columbia and their cities, counties, political subdivisions, agencies and instrumentalities, the interest on which, in the opinion of bond counsel or other counsel
to the issuers of such securities, is, at the time of issuance, exempt from federal income tax. The Adviser does not conduct its own analysis of the tax status of the interest paid by municipal securities held by the Fund, but will rely on the
opinion of counsel to the issuer of such instrument. Please direct questions or comments relating to the above to me at 212-652-4277 or Taylor Edwards at 212-652-4208.

 Very truly yours,

 /s/ Amy Shapiro

 Amy Shapiro

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              Stradley Ronon Stevens & Young, LLP

              2005 Market Street, Suite 2600

              Philadelphia, PA  19103

              Telephone  215.564.8000

              Fax  215.564.8120

              www.stradley.com

               June 28, 2024

    Filed via EDGAR

    Mr. Timothy Worthington

    U.S. Securities and Exchange Commission

    100 F Street, NE

    Washington, DC 20549

            Re:

            Invesco Advantage Municipal Income Trust II

            CIK No. 0000908993; 1940 Act No. 811-07868

            Invesco Bond Fund

            CIK No. 0000005094; 1940 Act No. 811-02090

            Invesco California Value Municipal Income Trust

            CIK No. 0000895531; 1940 Act No. 811-07404

            Invesco High Income 2024 Target Term Fund

              CIK No. 0001698508; 1940 Act No. 811-23251

            Invesco High Income Trust II

            CIK No. 0000846671; 1940 Act No. 811-05769

            Invesco Municipal Income Opportunities Trust

            CIK No. 0000835333; 1940 Act No. 811-05597

            Invesco Municipal Opportunity Trust

            CIK No. 0000884152; 1940 Act No. 811-06567

            Invesco Municipal Trust

            CIK No. 0000877463; 1940 Act No. 811-06362

            Invesco Pennsylvania Value Municipal Income Trust

            CIK No. 0000895528; 1940 Act No. 811-07398

            Invesco Quality Municipal Income Trust

            CIK No. 0000885125; 1940 Act No. 811-06591

            Invesco Senior Income Trust

            CIK No. 0001059386; 1940 Act No. 811-08743

            Invesco Trust for Investment Grade Municipals

            CIK No. 0000880892; 1940 Act No. 811-06471

            Invesco Trust for Investment Grade New York Municipals

            CIK No.  0000883265; 1940 Act No. 811-06537

            Invesco Value Municipal Income Trust

            CIK No. 0000885601; 1940 Act No. 811-06590

            (each of the above, a “Fund”)

    Dear Mr. Worthington:

    On behalf of the above-referenced Funds, submitted herewith under the EDGAR system, is the Funds’ response to the supplemental comment
      of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) that you communicated to Mena Larmour on June 28, 2024, relating to your initial comments received on June 25, 2024, with regard to the Preliminary Proxy Statement
      and other materials (the “Proxy Statement”) and to the Funds’ correspondence

    filing relating to the Proxy Statement dated June 26, 2024 (the “Initial Response Letter”).  The Proxy Statement was filed with the SEC
      on June 17, 2024. The Proxy Statement relates to the Joint Annual Meeting of Shareholders of the Funds and Joint Special Meeting of Shareholders of the Funds, each scheduled to be held on August 29, 2024.

    The comment from the Staff is summarized below, followed by the Funds’ response to the comment.  Terms not defined herein shall have the
      meaning set forth for that term in the Proxy Statement.

            1.

            Comment: Please further review the Funds’ response to Comment 4 from the
                Staff in the Initial Response Letter and specifically consider whether the current Proxy Statement disclosure should be revised in light of NYSE Rule 452 given the Proposals to be voted on at the Second Meeting.

            Response: Rule 452.10 and Rule 452.11 address when a NYSE member organization may give a proxy to vote stock.  It is the Funds’ understanding that because broker-dealers, in the absence of specific authorization from their
                customers, will not have discretionary authority to vote any shares held beneficially by their customers on the matters expected to be presented at the Second Meeting, there are unlikely to be any “broker non-votes” at the Second Meeting.
                Accordingly, the Funds will revise the Proxy Statement as follows:

            “With respect to the Sub-Proposals of the Investment Restriction Proposals, broker non-votes at the Second Meeting will have the same effect as a vote against.  Broker

                non-votes will be deemed present for quorum purposes of the Second Meeting.  Because the Second Meeting involves only non-routine matters, it is expected that broker-dealers, in the absence of specific authorization from their
                customers, will not have discretionary authority to vote any shares held beneficially by their customers, and therefore there are unlikely to be any broker non-votes at the Second Meeting.

    Please direct questions or comments relating to the above to me at 215-564-8014 or Jennifer Hillman at 215-564-8623.

                Very truly yours,

                /s/ Mena Larmour

                Mena Larmour

  2

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                Stradley Ronon Stevens & Young, LLP

                2005 Market Street, Suite 2600

                Philadelphia, PA  19103

                Telephone  215.564.8000

                Fax  215.564.8120

              June 26, 2024

    Filed via EDGAR

    Mr. Timothy Worthington

    U.S. Securities and Exchange Commission

    100 F Street, NE

    Washington, DC 20549

            Re:

            Invesco Advantage Municipal Income Trust II

                 CIK No. 0000908993; 1940 Act No. 811-07868

            Invesco Bond Fund

                 CIK No. 0000005094; 1940 Act No. 811-02090

            Invesco California Value Municipal Income Trust

                 CIK No. 0000895531; 1940 Act No. 811-07404

            Invesco High Income 2024 Target Term Fund

                CIK No. 0001698508; 1940 Act No. 811-23251

            Invesco High Income Trust II

                 CIK No. 0000846671; 1940 Act No. 811-05769

            Invesco Municipal Income Opportunities Trust

                CIK No. 0000835333; 1940 Act No. 811-05597

            Invesco Municipal Opportunity Trust

                 CIK No. 0000884152; 1940 Act No. 811-06567

            Invesco Municipal Trust

                 CIK No. 0000877463; 1940 Act No. 811-06362

            Invesco Pennsylvania Value Municipal Income Trust

                 CIK No. 0000895528; 1940 Act No. 811-07398

            Invesco Quality Municipal Income Trust

                 CIK No. 0000885125; 1940 Act No. 811-06591

            Invesco Senior Income Trust

                 CIK No. 0001059386; 1940 Act No. 811-08743

            Invesco Trust for Investment Grade Municipals

                 CIK No. 0000880892; 1940 Act No. 811-06471

            Invesco Trust for Investment Grade New York Municipals

                 CIK No.  0000883265; 1940 Act No. 811-06537

            Invesco Value Municipal Income Trust

                 CIK No. 0000885601; 1940 Act No. 811-06590

                 (each of the above, a “Fund”)

    Dear Mr. Worthington:

    On behalf of the above-referenced Funds, submitted herewith under the EDGAR system, are the Funds’ responses to the comments of the
      staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) that you communicated to Mena Larmour on June 25, 2024 with regard to the Preliminary Proxy Statement and other materials (the “Proxy Statement”).  The Proxy Statement was
      filed with the SEC on June 17, 2024. The Proxy Statement relates to the Joint

    Annual Meeting of Shareholders of the Funds and Joint Special Meeting of Shareholders of the Funds, each scheduled to be held on August
      29, 2024.

    Each comment from the Staff is summarized below, followed by the Funds’ response to the comment.  Terms not defined herein shall have
      the meaning set forth for that term in the Proxy Statement.

            1.

            Comment: Where applicable, please briefly outline shareholder rights of
                appraisal or similar rights of dissenters with respect to any matter to be acted upon and indicate any procedures required to be followed by dissenting security holders in order to perfect such rights, including any deadlines. If
                shareholders do not have appraisal rights, please affirmatively so state in the Proxy Statement.

            Response: Disclosure indicating that the shareholders have no appraisal rights with respect to
                their shares will be added to the “Voting at the Meetings” section of the Proxy Statement.

            2.

            Comment:  Please state supplementally which
                two trustees of the Funds are elected solely by the Preferred Shareholders of the applicable Funds in accordance with Section 18(a)(2)(C) of the 1940 Act.

            Response:  The Funds confirm that Anthony J.
                LaCava, Jr. and Prema Mathai-Davis are elected solely by the Preferred Shareholders of the applicable Funds.

            3.

            Comment: In the section titled “Important
                Information To Help You Understand and Vote on the Proposals” under the question “Proposal 2 of the Second Meeting – What Are These Non-Standard Fundamental Investment Restrictions,” please clarify which state securities laws or other
                regulatory authorities are outdated or no longer effective.

            Response: The Funds have revised the disclosure as
                requested.

            4.

            Comment:  Under the section titled “Voting
                at the Meetings – Broker Non-Votes,” the Staff notes that the Second Meeting relates entirely to non-routine matters. Please amend the disclosure to note that if a beneficial owner of a Fund does not provide voting instructions to the
                broker with respect to the Proposals in the Second Meeting, the broker cannot give a proxy and such shares will not be counted as present for quorum purposes.

            Response:  The Funds respectfully note that
                pursuant to the Funds’ governing documents, broker non-votes do not represent votes cast for a proposal but will be counted for purposes of determining whether a quorum is present. Specifically, Article IV, Section 11 of each Fund’s Amended
                and Restated Bylaws states “At any meeting of Shareholders, the [Fund] 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.” Additionally, the Funds are not in a position to opine on whether a broker is permitted or not permitted to return a proxy card, and
                therefore respectfully decline to make the proposed change.

            5.

            Comment: Please provide information regarding the
                principal underwriter of the Funds, including the underwriter’s name and address.

            Response: The Funds respectfully submit that they
                do not have a current principal underwriter.

            6.

            Comment:  Please confirm that, if the
                Standard Restriction Proposals are approved, each Fund’s registration statement will explain for each fundamental policy what is currently required or permitted by the 1940 Act and the rules and regulations thereunder, or by the
                interpretive guidance thereof by the SEC or SEC staff.

            Response:  Each Fund confirms that it will add the
                requested disclosure in any future registration statements filed by the Fund.

      2

    Please direct questions or comments relating to the above to me at 215-564-8014 or Jennifer Hillman at 215-564-8623.

                Very truly yours,

                /s/ Mena Larmour

                Mena Larmour

  3

CORRESP
1
filename1.htm

  January 17, 2024

  VIA EDGAR

  Mr. Jeff Long

  Division of Investment Management

  Securities and Exchange Commission

  100 F Street N.E.

  Washington DC  20549

          RE:

          AIM Growth Series (Invesco Growth Series) (File No. 811-02699), AIM International Mutual Funds (Invesco International Mutual Funds) (File No. 811-06463), AIM Investment Funds (Invesco Investment Funds)
            (File No. 811-05426), AIM Investment Securities Funds (Invesco Investment Securities Funds) (File No. 811-05686), AIM Sector Funds (Invesco Sector Funds) (File No. 811-03826), and AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds) (File No.
            811-07890) (each, an “OEF Registrant” and collectively, the “OEF Registrants”); Invesco Advantage Municipal Income Trust II (File No. 811-07868), Invesco Bond Fund (File No. 811-02090), Invesco California Value Municipal Income Trust (File No.
            811-07404), Invesco High Income 2023 Target Term Fund (File No. 811-23186); Invesco High Income 2024 Target Term Fund (File No. 811-23251), Invesco High Income Trust II (File No. 811-05769), Invesco Municipal Income Opportunities Trust (File
            No. 811-05597), Invesco Municipal Opportunity Trust (File No. 811-06567), Invesco Municipal Trust (File No. 811-06362), Invesco Pennsylvania Value Municipal Income Trust (File No. 811-07398), Invesco Quality Municipal Income Trust (File No.
            811-06591), Invesco Senior Income Trust (File No. 811-08743), Invesco Trust for Investment Grade Municipals (File No. 811-06471), Invesco Trust for Investment Grade New York Municipals (File No. 811-06537), Invesco Value Municipal Income Trust
            (File No. 811-06590) and Invesco Senior Loan Fund (File No. 811-05845) (each, a “CEF Registrant” and collectively, the “CEF Registrants”); Invesco Exchange-Traded Fund Trust (File No. 811-21265), Invesco Exchange-Traded Fund Trust II (File No.
            811-21977), and Invesco Exchange-Traded Self-Indexed Fund Trust (File No. 811-23304) (each, an “ETF Registrant” and collectively, the “ETF Registrants” and together, with the OEF Registrants and CEF Registrants, the “Registrants”)

  Dear Mr. Long:

  On behalf of the Registrants and each respective series of the Registrants listed in Exhibit A, as applicable (each such mutual fund or ETF, a “Fund,” and collectively, the
    “Funds”), this letter responds to comments provided by the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “Commission” or “SEC”) to the undersigned on December 6, 2023, with respect to the
    Registrants’ respective shareholder reports filed on Form N-CSR for the fiscal years ended on the dates listed in Exhibit A, as applicable.

  The Staff’s comments are summarized below in italicized text. The Registrants’ responses are set out immediately under the restated comment.

          1.

          Comment:

          Certain Funds, such as Invesco EQV Emerging Markets All Cap Fund, Invesco Global Strategic Income Fund and Invesco International Bond Fund, invest in

          foreign currencies. Please explain the Registrant’s accounting policies under generally accepted accounting principles (“GAAP”) regarding foreign currencies in countries including
            where currency controls are in place. Please also discuss whether differences, if any, between offshore and onshore exchange rates or currency controls impacted the liquidity or valuation of the Funds’ holdings during the applicable fiscal
            year.

          Response:

          All securities, including foreign exchange transactions, and foreign exchange rates used for translation between local currency of an asset or liability
              and operating currency are valued within the Funds financial statements in accordance with US GAAP.  ASC 830-20-30-1 states “At the date a foreign currency transaction is recognized, each asset, liability, revenue, expense, gain, or loss arising from the transaction shall be measured initially in the functional currency of the recording entity by use of the exchange rate in effect at that date.”  The starting point for Invesco’s foreign
              currency valuation/translation is the spot rate provided daily by a third-party pricing service.  The Adviser’s valuation team performs due diligence on the third-party pricing vendor in accordance with requirements under SEC Rule 2a-5 and
              the Adviser’s Valuation Policy.  In addition, robust controls exist within the Adviser’s valuation process to identify, and where applicable, challenge and override foreign exchange rates which are not reliable or reflective of where
              transactions could be settled. This type of override would require approval by the Adviser’s Valuation Committee.  Factors such as broker quotations or bids, executed transactions and other third-party vendor provided foreign exchange rates
              are utilized by the Adviser’s valuation team to evaluate the reliability of vendor-provided foreign exchange rates and formulate a recommendation to the Adviser’s Valuation Committee should the valuation team determine that the rates provided
              are not reliable or reflective of where transactions could be settled.

          For countries in which currency controls are in place, the Adviser’s valuation team reviews the FX rates provided by the third-party vendor and would recommend a challenge and
            override to such rates, along with a recommended rate, to the Adviser’s Valuation Committee should the valuation team determine that the rates provided are not reliable or reflective of where transactions could be settled.

          Differences between onshore and offshore foreign exchange rates for specific currencies exist and reflect the difference in repatriation rates that an “onshore” or “offshore”
            investor would expect to receive when repatriating foreign currency to the operating currency of the Fund. A determination is made, partially based on the Fund’s domicile as to whether the Fund is an onshore or offshore investor for a
            particular market, and the Adviser then instructs the Fund’s third-party administrator to apply the appropriate foreign exchange rate (onshore or offshore).  Additionally, the Adviser’s valuation team
            utilizes the Fund’s independent third-party administrator to ensure consistency in rate determination (onshore vs offshore) where applicable, across the third-party Fund Administrator’s client base.  The foreign exchange rate determination
            (onshore vs offshore) and ongoing rate monitoring are subject to the aforementioned controls and oversight process performed by the Adviser’s valuation team and overseen by the Adviser’s Valuation Committee. Throughout the Funds’ fiscal year,
            the Adviser’s valuation team continued to observe pricing transparency across all foreign exchange rates and did not make any recommendations to override the vendor provided foreign exchange rates to the Adviser’s Valuation Committee.

    2

          2.

          Comment:

          The 2021 annual report for Invesco Dynamic Media ETF identified that net investment income included a significant dividend during the period; subsequent annual reports have shown
            net investment income without identification of a significant dividend. Please discuss in correspondence the Registrant’s accounting policies for identifying special/significant dividends and confirm such policies are applied consistently.

          Response:

          The Registrant’s policy with respect to significant dividends is to identify any dividends paid during the period that are unique or special in nature and outside of a security’s
            normal recurring payment cadence. If such dividend is identified, additional disclosure is added to the financial highlights if the dividend income impact to a Fund is greater than 5% of gross income and the per share impact is greater than
            0.50% of NAV. The Registrant confirms that the policy is applied consistently and that there were no significant dividends requiring additional disclosure in the fiscal years ending 2022 or 2023 for Invesco Dynamic Media ETF.

          3.

          Comment:

          Invesco Energy Fund and Invesco Comstock Select Fund show prospectus total expense ratios that are 6 basis points less than the total expense ratios in the Funds’ audited financial
            highlights. The prospectus total expense ratios for these Funds are footnoted to indicate that “Other Expenses” have been restated. Please explain why each Fund’s “Other Expenses” were restated.

          Response:

          Both Funds incurred non-routine expenses for legal and printing costs associated with the issuance of a proxy statement for shareholder vote to change each Fund’s sub-classification
            under the Investment Company Act of 1940 from diversified to non-diversified during the fiscal year ended April 30, 2023. These expenses were excluded from “Other Expenses” in the prospectus fee table pursuant to Instruction 3(d)(iii) as the
            Funds are not likely to incur these costs going forward.

          4.

          Comment:

          The Notes to the Financial Statements for Invesco Emerging Markets Local Debt Fund discuss a new expense limitation agreement for the Fund that commenced outside the period covered
            by the annual report. Please explain. Note that expense limitation agreements should only be disclosed if they were in effect during the period covered by the report.

          Response:

          The disclosure in the notes to the financial statements includes the expense limitation in place during the reporting period ended October 31, 2022. That expense limitation was set
            to expire March 31, 2023. While it is not required, the Registrant’s policy is to disclose a new expense limitation for the upcoming year if there is a change to the expense limitation that will go into effect prior to the shareholder receiving
            the next semi-annual report.

    3

          5.

          Comment:

          Please note that Form N-CSR, Item 4 was updated to add Items 4(i) and 4(j) as part of the Holding Foreign Companies Accountable Act Disclosure (SEC Release No. 34–93701; IC–34431).
            Please confirm that responses to these Items will be included in Form N-CSRs filed for the Registrants.

          Response:

          The Registrants confirm that responses to Items 4(i) and 4(j) will be included in the Registrants’ Form N-CSR filings.

  Please do not hesitate to contact me at 713-214-4345 if you have any questions or wish to discuss any of the responses presented above.

          Sincerely,

          /s/ Adrien Deberghes

          Adrien Deberghes

        Principal
          Financial Officer, Treasurer and

        Vice President
          of the OEF Registrants and

          CEF Registrant and Vice President of the ETF Registrants

          cc:

          Kelli Gallegos

          Melanie Ringold

          Taylor Edwards

          Patricia Jones

          Mark Greer

          Adam Henkel

          Mena Larmour

    4

  EXHIBIT A

          Registrant Name

          Series Name

          FYE Reviewed

          AIM Growth Series (Invesco Growth Series)

          Invesco Main Street Small Cap Fund

          12/31/2022

          AIM Growth Series (Invesco Growth Series)

          Invesco Main Street Mid Cap Fund

          12/31/2022

          AIM Growth Series (Invesco Growth Series)

          Invesco International Diversified Fund

          12/31/2022

          AIM International Mutual Funds (Invesco International Mutual Funds)

          Invesco Global Focus Fund

          10/31/2022

          AIM Investment Funds (Invesco Investment Funds)

          Invesco Emerging Markets Local Debt Fund

          10/31/2022

          AIM Investment Funds (Invesco Investment Funds)

          Invesco Global Strategic Income Fund

          10/31/2022

          AIM Investment Funds (Invesco Investment Funds)

          Invesco International Bond Fund

          10/31/2022

          AIM Investment Funds (Invesco Investment Funds)

          Invesco EQV Emerging Markets All Cap Fund

          10/31/2022

          AIM Investment Securities Funds (Invesco Investment Securities Funds)

          Invesco Global Real Estate Fund

          2/28/2023

          AIM Investment Securities Funds (Invesco Investment Securities Funds)

          Invesco Short Term Bond Fund

          2/28/2023

          AIM Investment Securities Funds (Invesco Investment Securities Funds)

          Invesco Income Fund

          2/28/2023

          AIM Investment Securities Funds Invesco Investment Securities Funds)

          Invesco Intermediate Bond Factor Fund

          2/28/2023

          AIM Investment Securities Funds (Invesco Investment Securities Funds)

          Invesco Real Estate Fund

          2/28/2023

          AIM Investment Securities Funds (Invesco Investment Securities Funds)

          Invesco Short Duration Inflation Protected Fund

          2/28/2023

          AIM Investment Securities Funds (Invesco Investment Securities Funds)

          Invesco Government Money Market Fund

          2/28/2023

          AIM Investment Securities Funds (Invesco Investment Securities Funds)

          Invesco High Yield Fund

          2/28/2023

          AIM Investment Securities Funds (Invesco Investment Securities Funds)

          Invesco Corporate Bond Fund

          2/28/2023

          AIM Sector Funds (Invesco Sector Funds)

          Invesco Value Opportunities Fund

          4/30/2023

          AIM Sector Funds (Invesco Sector Funds)

          Invesco Dividend Income Fund

          4/30/2023

    5

          Registrant Name

          Series Name

          FYE Reviewed

          AIM Sector Funds (Invesco Sector Funds)

          Invesco Technology Fund

          4/30/2023

          AIM Sector Funds (Invesco Sector Funds)

          Invesco Comstock Select Fund

          4/30/2023

          AIM Sector Funds (Invesco Sector Funds)

          Invesco Small Cap Value Fund

          4/30/2023

          AIM Sector Funds (Invesco Sector Funds)

          Invesco Comstock Fund

          4/30/2023

          AIM Sector Funds (Invesco Sector Funds)

          Invesco Energy Fund

          4/30/2023

          AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds)

          Invesco Municipal Income Fund

          2/28/2023

          AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds)

          Invesco Pennsylvania Municipal Fund

          2/28/2023

          AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds)

          Invesco Rochester New York Municipals Fund

          2/28/2023

          AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds)

          Invesco Rochester Limited Term New York Municipal Fund

          2/28/2023

          AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds)

          Invesco Intermediate Term Municipal Income Fund

          2/28/2023

          AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds)

          Invesco California Municipal Fund

          2/28/2023

          AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds)

          Invesco Rochester Municipal Opportunities Fund

          2/28/2023

          AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds)

          Invesco Limited Term Municipal Income

          2/28/2023

          AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds)

          Invesco AMT-Free Municipal Income Fund

          2/28/2023

          AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds)

          Invesco New Jersey Municipal Fund

          2/28/2023

          AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds)

          Invesco Limited Term California Municip

CORRESP
1
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    May 17, 2022

    VIA EDGAR

    Mr. David Manion

    Division of Investment Management

    Securities and Exchange Commission

    100 F Street N.E.

    Washington DC  20549

            RE:

            AIM Counselor Series Trust (Invesco Counselor Series Trust) (File No. 811-09913); AIM Funds Group (Invesco Funds Group) (File No. 811-01540); AIM Investment Securities Fund (Invesco Investment Securities Funds) (File No. 811-05686); AIM
              Tax-Exempt Funds (Invesco Tax-Exempt Funds) (File No. 811-07890); AIM Sector Funds (Invesco Sector Funds) (File No. 811-03826); AIM Equity Funds (Invesco Equity Funds) (File No. 811-01424); AIM Investment Funds (Invesco Investment Funds)
              (File No. 811-05426); AIM International Mutual Funds (Invesco International Mutual Funds) (File No. 811-06463); AIM Growth Series (Invesco Growth Series) (File No. 811-02699); AIM Variable Insurance Funds (Invesco Variable Insurance Funds)
              (File No. 811-07452); Invesco Exchange Fund (File No. 811-02611) (each, an “OEF Registrant” and collectively, the “OEF Registrants”) and Invesco Advantage Municipal Income Trust II (File No. 811-07868), Invesco Bond Fund (File No. 811-02090),
              Invesco California Value Municipal Income Trust (File No. 811-07404), Invesco Dynamic Credit Opportunities Fund (File No. 811-22043), Invesco High Income 2023 Target Term Fund (File No. 811-23186), Invesco High Income 2024 Target Term Fund
              (File No. 811-23251), Invesco High Income Trust II (File No. 811-05769), Invesco Municipal Income Opportunities Trust (File No. 811-05597), Invesco Municipal Opportunity Trust (File No. 811-06567), Invesco Municipal Trust (File No.
              811-06362), Invesco Pennsylvania Value Municipal Income Trust (File No. 811-07398), Invesco Quality Municipal Income Trust (File No. 811-06591), Invesco Senior Income Trust (File No. 811-08743), Invesco Trust for Investment Grade Municipals
              (File No. 811-06471), Invesco Trust for Investment Grade New York Municipals (File No. 811-06537), Invesco Value Municipal Income Trust (File No. 811-06590) and Invesco Senior Loan Fund (File No. 811-05845) (each, an “CEF Registrant” and
              collectively, the “CEF Registrants” and together, with the OEF Registrants, the “Registrants”)

    Dear Mr. Manion:

    On behalf of the Registrants and each respective series of the Registrants listed in Exhibit A, as applicable (each, a “Fund,” and collectively, the “Funds”) this letter responds to comments provided by the staff of the Division of Investment
      Management (the “Staff”) of the Securities Exchange Commission (the “Commission” or “SEC”) to the undersigned on April 8, 2022, with respect to the Registrants’ respective shareholder reports filed on Form N-CSR for the fiscal years ended on the
      dates listed in Exhibit A, as applicable.

    The Staff’s comments are summarized below in italicized text. The Registrants’ responses are set out immediately under the restated comment.

            1.

            Comment:

            Invesco Peak Retirement 2025 Fund, Invesco Peak Retirement 2030 Fund, Invesco Peak Retirement 2035 Fund and Invesco Peak Retirement 2040 Fund disclose the Bloomberg U.S. Aggregate Bond Index as each Fund’s
              broad-based benchmark index.  The Staff notes that over 50% of the underlying funds of such Invesco Peak Retirement Funds appear to be equity funds.  Please explain why the Bloomberg U.S. Aggregate Bond Index is an appropriate benchmark index
              for such Invesco Peak Retirement Funds in light of the Funds’ significant exposure to equities.

            Response:

            The Registrant believes the Bloomberg U.S. Aggregate Bond Index is an appropriate broad-based securities market index for the Invesco Peak Retirement 2025 Fund, Invesco Peak Retirement 2030 Fund, Invesco Peak Retirement 2035 Fund and
              Invesco Peak Retirement 2040 Fund (herein, the “Funds”) for purposes of comparing performance.  Form N-1A defines an appropriate broad-based securities market index as one administered by an organization that is not an affiliated person of
              the fund, its investment adviser, or principal underwriter, unless the index is widely recognized and used.1  The Commission has described such an index as “one that
              provides investors with a performance indicator of the overall applicable stock or bond markets, as applicable,” while also stating that a fund would have “considerable flexibility in selecting a broad-based index that it believes best
              reflects the market(s) in which it invests.”2  The Registrant believes the Bloomberg U.S Aggregate Bond Index meets the Form N-1A definition and is also one that provides investors in
              the Funds with a performance indicator of a relevant overall market.  The Funds are designed for investors expecting to retire in each Fund’s respective specified year in its name and/or begin to withdraw their retirement assets around that
              year.  While each Fund had exposure to more than 50% in underlying equity funds as of the most recent fiscal year end, each Fund’s portfolio also had significant exposure to non-equity funds, i.e., significantly in fixed income, as well as
              alternative and/or money market funds.  Each Fund’s principal investment strategy indicates in its prospectus that the Fund “follows a glide path that adjusts the combination of underlying funds to generally become more conservative over
              time, until the Fund reaches its destination point, which is approximately 15 years after the target retirement date stated in the Fund’s name.”  As investors’ appetite for risk tends to decline as they get closer to their specified target
              retirement date for these Funds – and the Funds’ portfolios gradually become more conservative - the Registrant believes it is reasonable to compare the Funds’ performance against a benchmark that represents the more conservative U.S.
              investment-grade, fixed income market.

          Importantly, we emphasize that the Funds also compare their performance against custom, style-specific benchmarks which are blended benchmarks composed of the following indexes:  Russell
            3000 Index, MSCI EAFE Index and the Bloomberg U.S. Aggregate Bond Index. The Registrant believes the full performance presentation meets the N-1A requirement, provides investors with a comprehensive picture regarding how each Fund’s performance
            compares against relevant indices, and is practically relevant and useful.

            2.

            Comment:

            Invesco Convertible Securities Fund appears to disclose convertible securities held by the Fund as Level 1 per the GAAP hierarchy and as referenced in Note 1

    1 N-1A Item 27(b)(7), Instruction 5.

    2 Tailored Shareholder Reports, Treatment of Annual Prospectus Updates for Existing Investors, and Improved Fee and Risk Disclosure for Mutual Funds and Exchange-Traded
      Funds; Fee Information in Investment Company Advertisements, Rel. No. 33-10814 (Aug. 5, 2020).

      2

            to the Financial Statements.  Please explain how these convertible securities were determined to be Level 1.

            Response:

            The Registrant notes that, as of December 31, 2021, a majority of the Fund’s portfolio, specifically $1,047,730,846, was comprised of securities that were determined to be Level 2 per the GAAP hierarchy.  The convertible securities held by
              the Fund were assigned as Level 2 due to the prices being determined using other significant observable inputs.  The Level 1 securities held by the Fund were primarily preferred stocks and money market funds which are listed on an exchange
              and the quoted prices are readily available. The Registrant has reviewed the language in Note 1 to the Financial Statements and will remove the parenthetical exception-based reference regarding convertible securities going forward.

            3.

            Comment:

            Invesco Convertible Securities Fund holds zero coupon convertible bonds with a 0.00% interest rate. Please explain the accounting for these instruments, including
                how portions of the discount are determined to be associated with the equity and fixed income components of the instrument.

            Response:

            Zero coupon convertible bonds do not accrue interest but do amortize and/or accrete premiums and discounts until call/conversion date. Upon conversion date, a new cusip and holding will be received by the Fund at which time it will be
              accounted for as an equity instrument.

            4.

            Comment:

            Invesco Global Core Equity Fund recorded a non-cash dividend of $579,721 in its Statement of Operations for the fiscal year ended December 31, 2021.  Please discuss the nature of this income (for example, is it
              warrants, rights, etc.).

            Response:

            This was the result of a special dividend paid by Constellation Software Inc. in the form of a dividend-in-kind of subordinate voting shares of Topicus.com for each common share of Constellation Software Inc. held on December 28, 2020 in
              connection with the acquisition by Constellation Software Inc. of 100% of the shares of Topicus.com.

            5.

            Comment:

            The disclosure in various annual reports provided in accordance with Accounting Standards Codification No. 815 (Derivatives and Hedging) indicates that notional value was used to determine the fair valuation of
              certain derivatives but does not indicate the frequency with which such value was determined.  Please consider adding in future shareholders reports the frequency of such determinations (e.g. daily, monthly, etc.).

            Response:

            The Registrants believe that the shareholder reports comply with Accounting Standards Codification No. 815 (Derivatives and Hedging) requirements of disclosure and that the current disclosure provides sufficient information to
              shareholders. The Registrants believe that including additional data points in the already lengthy disclosure may be confusing to shareholders, and therefore respectfully decline to make the change at this time.

            6.

            Comment:

            Invesco Oppenheimer V.I. International Growth Fund held a preferred interest in Zee Entertainment Enterprises Ltd. (“Zee”) as of December 31, 2021 with a par value of $599,541 and cost of $0.  Please discuss: 1)
              how the preferred holding was acquired and why no cost was assigned to it; and 2) why it was determined to be Level 1 per the GAAP hierarchy.

            Response:

            These are “Preference Shares” awarded by Zee to equity shareholders as a bonus at no cost to the equity shareholders and not purchased in the open

      3

            market, hence zero cost.  The security is valued as Level 1 because the security was readily available and priced on the Bombay Stock Exchange (BSE).

            7.

            Comment:

            For Funds that have a wholly-owned subsidiary (“Subsidiary”) organized under the laws of the Cayman Islands, please consider disclosing the percentage of net assets held in the Subsidiary and related current
              value rather than, or in addition to, the maximum percentage amount that could be invested in the Subsidiary.

            Response:

            The Registrants believe that the current disclosure complies with applicable requirements and provides sufficient information to shareholders. The Registrants fully consolidate the Subsidiary financial statements with the Fund’s financial
              statements and believe that including additional information about the Subsidiary may be confusing to shareholders, and therefore respectfully decline to make the change at this time.

            8.

            Comment:

            Please confirm whether Invesco Multi-Asset Income Fund and Invesco Income Advantage International Fund present equity-linked notes (“ELNs”) by issuer or underlying reference asset in the Schedule of Investments.
              If ELNs are presented by issuer, consider adding underlying reference asset in future shareholder reports.

            Response:

            The Registrants confirm that ELNs currently reference the issuer and not the underlying reference asset in the shareholder reports.  For future shareholder reports, the underlying reference asset will be included in the ELN security
              description on the Schedule of Investments.

            9.

            Comment:

            The registration statements for certain Funds were supplemented to add risk disclosure regarding Chinese variable interest entities (“VIEs”). Please explain why some Funds with exposure to China were not
              supplemented.

            Response:

            The Registrants confirm that risk disclosure regarding Chinese VIEs was added to all Funds with exposure to China.  For some Funds, the disclosure was incorporated into a Fund’s registration statement during its annual update as the timing
              of the supplement coincided with such Funds’ annual updates.

            10.

            Comment:

            Invesco Equally Weighted S&P 500 Fund’s financial statements for the prior fiscal year ended August 31, 2020, include the effect of an Adviser pay-in for an economic loss as a result of a delay in
              rebalancing to the index that occurred on April 24, 2020.  Please discuss: 1) how the error was detected and procedures put in place to mitigate re-occurrence; and 2) whether the error resulted in a net asset value (“NAV”) error and
              remediation to shareholders.

            Response:

            On April 24, 2020, S&P rebalanced the S&P 500 Equal Weight Index (the “S&P 500 EW Index”); such rebalancing had previously been scheduled for March 31, 2020 but was postponed due to market volatility and other circumstances
              surrounding the coronavirus pandemic.  The Fund’s portfolio managers did not realize the S&P 500 EW Index was rebalanced until April 29, 2020, at which time they promptly rebalanced the Fund’s portfolio accordingly.

            Shortly after the rebalancing error was identified, the Fund’s investment team implemented internal control and process enhancements designed to prevent the re-occurrence of the error.

            The Adviser decided to transition management of the Fund from the existing team to the investment team in Invesco Capital Management LLC’s (“ICM”) ETFs and Indexed Strategies Group. This change was effective on July 13, 2020.

            Upon assuming management of the Fund, ICM’s investment team immediately implemented its standard index fund management procedures and added the

      4

            Fund to its proprietary platform. ICM’s investment team has successfully rebalanced the Fund since assuming responsibility for its management.

            Finally, the Adviser’s Investment Risk Management team has enhanced its process for daily monitoring of active/excess returns and tracking error in passive funds.

            In addition to the trade error Adviser pay-in, Invesco remediated the Fund and certain shareholders who transacted in the Fund during the period consistent with the provisions of the Fund’s NAV Error Correction Policy.

            11.

            Comment:

            Certain Funds that hold Arkansas River Power Authority bonds disclose such bonds as issued by the state of Arkansas.  Please correct this in future shareholder reports.

            Response:

            The Registrants confirm that future shareholder reports will remove the reference indic

CORRESP
1
filename1.htm

CORRESP

 Stradley Ronon Stevens & Young, LLP

2005 Market Street, Suite 2600

Philadelphia, PA 19103

Telephone 215.564.8000

Fax 215.564.8120

 June 22, 2021

Filed via EDGAR

 Mr. Patrick Scott

U.S. Securities and Exchange Commission

 100 F Street, NE

Washington, DC 20549

 Re:

 Invesco Advantage Municipal Income Trust II

    CIK No. 0000908993; 1940 Act
No. 811-07868

 Invesco Bond Fund

    CIK No. 0000005094; 1940 Act
No. 811-02090

 Invesco California Value Municipal Income Trust

    CIK No. 0000895531; 1940 Act
No. 811-07404

 Invesco High Income 2023 Target Term Fund

    CIK No. 0001682811; 1940 Act
No. 811-23186

 Invesco High Income 2024 Target Term Fund

    CIK No. 0001698508; 1940 Act
No. 811-23251

 Invesco High Income Trust II

    CIK No. 0000846671; 1940 Act
No. 811-05769

 Invesco Municipal Income Opportunities Trust

    CIK No. 0000835333; 1940 Act
No. 811-05597

 Invesco Municipal Opportunity Trust

    CIK No. 0000884152; 1940 Act
No. 811-06567

 Invesco Municipal Trust

    CIK No. 0000877463; 1940 Act
No. 811-06362

 Invesco Pennsylvania Value Municipal Income Trust

    CIK No. 0000895528; 1940 Act
No. 811-07398

 Invesco Quality Municipal Income Trust

    CIK No. 0000885125; 1940 Act
No. 811-06591

 Invesco Senior Income Trust

    CIK No. 0001059386; 1940 Act
No. 811-08743

 Invesco Trust for Investment Grade Municipals

    CIK No. 0000880892; 1940 Act
No. 811-06471

 Invesco Trust for Investment Grade New York
Municipals

     CIK No. 0000883265; 1940 Act
No. 811-06537

 Invesco Value Municipal Income Trust

    CIK No. 0000885601; 1940 Act
No. 811-06590

     (each of the above, a
“Fund”)

 Dear Mr. Scott:

On behalf of the above-referenced Funds, submitted herewith under the EDGAR system, are the Fund’s responses to the comments of the staff
(the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) that you communicated to Mena Larmour on June 21, 2021 with regard to the Preliminary Proxy Statement and other materials (the “Proxy
Statement”). The Proxy Statement was filed with the SEC on June 10, 2021. The Proxy Statement relates to the Joint Annual Meeting of Shareholders of the Funds scheduled to be held on August 6, 2021.

Each comment from the Staff is summarized below, followed by the Funds’ response to the comment. Terms not defined herein shall have
the meaning set forth for that term in the Proxy Statement.

1.

Comment: Under the description of the Fundamental Restriction Proposal on page 2 of the Proxy Statement, consider drawing more attention, with bold font or otherwise, to the discussion in the second paragraph regarding the
additional investment opportunities provided by the removal of the investment restriction as well as the related risks.

Response: The Funds have revised the disclosure, as requested, by highlighting the referenced disclosure in bold font.

2.

 Comment: In the section “Voting at the Meeting – Required Vote,” consider adding an explanation as to why Proposal 1
and Proposal 2 have different voting standards this may be helpful information to shareholders.

Response: The Funds have revised the referenced disclosure to include an explanation as to why Proposal 1 and Proposal 2 have different voting
standards, as requested.

3.

Comment: In the section titled “The Proposals,” please include separate sections discussing Proposal 1(a) and Proposal 1(b).

Response: The Funds have revised the characterization of the Proposals in the Proxy Statement to be “Proposal 1 – Election of
Trustees” and “Proposal 2 – Removal of Fundamental Restriction”
instead of “Proposals 1(a) and 1(b)” and “Proposal 2.”
Proposals 1(a) and 1(b) in the Proxy Statement were the same in terms of the matter to be acted upon (i.e., the same Nominees
for Trustee were included in each
Proposal); the only difference between the Proposals was the shareholders voting on each
Proposal as some Funds have Common Shares only and some Funds have Preferred Shares and Common Shares. After
consideration, the Funds determined that it
would be more streamlined for shareholders to present Proposal 1 as one trustee
election proposal rather than bifurcate it based on who can vote on the Proposal (Common Shares only or Common and
Preferred Shares). In light of the change in the
characterization of Proposal 1 as one proposal instead of Proposal 1(a) and
Proposal 1(b), the Funds respectfully decline to make the suggested change as it is no longer applicable to the current construct
of the Proposals.

4.

 Comment: Regarding the Trustee biographical information in the Proxy Statement, please ensure that the information for the Interested
Trustee is provided separately from the information for the Independent Trustees.

Response: The Funds note the comment and will confirm that the Trustee biographical information for the Interested Trustee is provided separately from
the information for the

Independent Trustees in the definitive proxy statement filing.

5.

Comment: Please confirm that the information required by Item 407(d)(1) through 407(d)(3) of Regulation S-K is included in the Proxy Statement and revise the Proxy Statement to
incorporate such information if it is not already provided.

Response: The Funds confirm that the information responsive to Item 407(d)(1) through 407(d)(3) of Regulation S-K is
included in the Proxy Statement, specifically noting the
information on pages 19 and 25.

6.

Comment: In the section titled “The Proposals,” please clarify that the Fundamental Restriction Proposal is Proposal 2.

Response: The Funds have revised the disclosure accordingly, specifically by adding “Proposal 2” to the heading for the
Fundamental Restriction Proposal.

7.

Comment: In the second paragraph of the discussion of the Fundamental Restriction Proposal, please add in plain English what is meant by “alpha opportunities.”

Response: The Funds have revised the disclosure as requested.

8.

Comment: Please provide the proxy cards supplementally with the EDGAR correspondence responding to these comments, as the as-filed proxy cards were difficult to decipher. Please also
confirm that the proxy cards comply with the requirements of Rule 14a-4 of the Securities Exchange Act of 1934, as amended.

Response: The proxy cards are attached as Appendix A to this letter. The Funds confirm that the proxy cards comply with the
requirements of Rule 14a-4 of the Securities Exchange
Act of 1934, as amended. The Funds further note the response to
Comment #3 above and that the characterization of the Proposals outlined in the response to Comment #3 is reflected in the
proxy cards. The Funds further note that because Invesco
Bond Fund does not have Preferred Shares, the Preferred Share proxy
card does not include Proposal 2 as it is not applicable to any of the Funds on such card.

 Please direct questions or comments relating to the above to me at 215-564-8014 or Claire Olivar at 215-564-8681.

Very truly yours,

/s/ Mena Larmour

Mena Larmour

 APPENDIX A

 EVERY SHAREHOLDER’S VOTE IS IMPORTANT! VOTE THIS PROXY CARD TODAY! EASY VOTING OPTIONS: Please detach at perforation before
mailing. INVESCO FUNDS (the “Funds”) PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES (the “Board”) PROXY FOR THE JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 6, 2021 COMMON SHARES The undersigned holder of
Common Shares of the Fund(s) listed on the reverse side hereby revokes all previous proxies for his/her Common Shares of the Fund(s) and appoints Andrew Schlossberg, Jeffrey H. Kupor, Sheri S. Morris, Melanie Ringold, Adrienne Ruffle, and Elizabeth
Nelson, and any one of them separately, proxies with full power of substitution in each, and hereby authorizes them to represent and to vote, as designated, at the Joint Annual Meeting of Shareholders to be held only online via live webcast, and at
any adjournment(s), postponement(s) or delay(s) thereof, all of the Common Shares of the Fund(s) which the undersigned would be entitled to vote if personally present. To access the virtual meeting, enter the following Virtual Shareholder Meeting
link, Meetings.computershare.com/MM6Q9FC on August 6, 2021, prior to 2:00 p.m., Central Daylight Time, and enter the 14-digit control number from the shaded box. Please refer to the Proxy Statement for a
discussion of these matters, including instructions related to meeting attendance. THIS PROXY CARD, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN. IF THIS PROXY CARD IS SIGNED AND RETURNED WITH NO CHOICE INDICATED, THE SHARES
WILL BE VOTED “FOR ALL” THE NOMINEES AT THE DISCRETION OF THE PROXIES. PROXIES ARE AUTHORIZED TO VOTE, IN THEIR DISCRETION, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING AND IN ACCORDANCE WITH THE VOTING STANDARDS SET
FORTH IN THE PROXY STATEMENT WITH RESPECT TO ANY ADJOURNMENT OR POSTPONEMENT OF THE MEETING. NOTE: If you vote by telephone or on the Internet, please do NOT return your proxy card as it may cancel out your telephone or Internet vote. VOTE VIA THE
INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-337-3503 INV_32121_061621 PLEASE VOTE VIA INTERNET OR TELEPHONE OR
MARK, SIGN, DATE ON THE REVERSE SIDE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE. xxxxxxxxxxxxxx code

 VERY SHAREHOLDER’S VOTE IS IMPORTANT! VOTE THIS PROXY CARD TODAY! Important Notice Regarding the Availability of Proxy Materials
for the Joint Annual Meeting of Shareholders to Be Held on August 6, 2021 The Proxy Statement for this meeting is available at: https://www.proxy-direct.com/inv-32121 QUESTIONS ABOUT THIS PROXY? If you
have any questions about how to vote your proxy or about the Joint Annual Meeting in general, please call toll-free (866) 856-3065. Representatives are available to assist you Monday through Friday 9 a.m. to
10 p.m. Eastern time. FUNDS FUNDS FUNDS Invesco Advantage Municipal Income Trust II Invesco Bond Fund Invesco California Value Municipal Income Trust Invesco High Income Trust II Invesco High Income 2023 Target Term Fund Invesco High Income 2024
Target Term Fund Invesco Municipal Income Opportunities Trust Invesco Municipal Opportunity Trust Please detach at perforation before mailing. This proxy is solicited on behalf of the Board. The Board recommends voting “FOR ALL” of the
nominees. TO VOTE, MARK A BOX BELOW IN BLUE OR BLACK INK. EXAMPLE: X A Proposal 1. Election of Trustees. To withhold authority to vote for any individual nominee(s) mark the “For All Except” and write the nominee number on the line
provided. 01. Jack M. Fields 02. Martin L. Flanagan 03. Elizabeth Krentzman 04. Robert C. Troccoli 05. James D. Vaughn FOR WITHHOLD FOR ALL FOR WITHHOLD FOR ALL ALL ALL EXCEPT ALL ALL EXCEPT 01 Invesco Advantage Municipal Income Trust II
ï,£ ï,£ ï,£ 02 Invesco Bond Fund ï,£ ï,£ ï,£ 03 Invesco California Value Municipal Income Trust ï,£ ï,£ ï,£ 04 Invesco High Income Trust II
ï,£ ï,£ ï,£ 05 Invesco High Income 2023 Target Term Fund ï,£ ï,£ ï,£ 06 Invesco High Income 2024 Target Term Fund ï,£ ï,£ ï,£ 07 Invesco Municipal
Income Opportunities Trust ï,£ ï,£ ï,£ 08 Invesco Municipal Opportunity Trust ï,£ ï,£ ï,£ 2. To approve the removal of the fundamental restriction prohibiting investments in options
that are not options on debt securities or in closing purchase transactions, as reflected in Invesco Bond Fund’s registration statement. FOR AGAINST ABSTAIN Invesco Bond Fund ï,£ ï,£ ï,£ B Authorized Signatures
— This section must be completed for your vote to be counted. — Sign and Date Below Note: Please sign exactly as your name(s) appear(s) on this Proxy Card, and date it. When shares are held jointly, one or more owners should sign
personally. When signing as attorney, executor, guardian, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature. Date (mm/dd/yyyy) — Please print
date below Signature 1 — Please keep signature within the box Signature 2 — Please keep signature within the box Scanner bar code xxxxxxxxxxxxxx INV1 32121 xxxxxxxx

 EVERY SHAREHOLDER’S VOTE IS IMPORTANT! VOTE THIS PROXY CARD TODAY! EASY VOTING OPTIONS: Please detach at perforation before
mailing. INVESCO FUNDS (the “Funds”) PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES (the “Board”) PROXY FOR THE JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 6, 2021 COMMON SHARES The undersigned holder of
Common Shares of the Fund(s) listed on the reverse side hereby revokes all previous proxies for his/her Common Shares of the Fund(s) and appoints Andrew Schlossberg, Jeffrey H. Kupor, Sheri S. Morris, Melanie Ringold, Adrienne Ruffle, and Elizabeth
Nelson, and any one of them separately, proxies with full power of substitution in each, and hereby authorizes them to represent and to vote, as designated, at the Joint Annual Meeting of Shareholders to be held only online via live webcast, and at
any adjournment(s), postponement(s) or delay(s) thereof, all of the Common Shares of the Fund(s) which the undersigned would be entitled to vote if personally present. To access the virtual meeting, enter the following Virtual Shareholder Meeting
link, Meetings.computershare.com/MM6Q9FC on August 6, 2021, prior to 2:00 p.m., Central Daylight Time, and enter the 14-digit control number from the shaded box. Please refer to the Proxy Statement for a
discussion of these matters, including instructions related to meeting attendance. THIS PROXY CARD, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN. IF THIS PROXY CARD IS SIGNED AND RETURNED WITH NO CHOICE INDICATED, THE SHARES
WILL BE VOTED “FOR ALL” THE NOMINEES AT THE DISCRETION OF THE PROXIES. PROXIES ARE AUTHORIZED TO VOTE, IN THEIR DISCRETION, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING AND IN ACCORDANCE WITH THE VOTING STANDARDS SET
FORTH IN THE PROXY STATEMENT WITH RESPECT TO ANY ADJOURNMENT OR POSTPONEMENT OF THE MEETING. NOTE: If you vote by telephone or on the Internet, please do NOT return your proxy card as it may cancel out your telephone or Internet vote. VOTE VIA THE
INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-337-3503 INV_32121_061621 PLEASE VOTE VIA INTERNET OR TELEPHONE OR
MARK, SIGN, DATE ON THE REVERSE SIDE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE. xxxxxxxxxxxxxx code

 EVERY SHAREHOLDER’S VOTE IS IMPORTANT! VOTE THIS PROXY CARD TODAY! Important Notice Regarding the Availability of Proxy Materials
for the Joint Annual Meeting of Shareholders to Be Held on August 6, 2021 The Proxy Statement for this meeting is available at: https://www.proxy-direct.com/inv-32121 QUESTIONS ABOUT THIS PROXY? If you
have any questions about how to vote your proxy or about the Joint Annual Meeting in general, please call toll-free (866) 856-3065. Representatives are available to assist you Monday through Friday 9 a.m. to
10 p.m. Eastern time. FUNDS FUNDS FUNDS Invesco Municipal Trust Invesco Pennsylvania Value Municipal Income Trust Invesco Quality Municipal Income Trust Invesco Senior Income Trust Invesco Trust for Investment Grade Municipals Invesco Trust for
Investment Grade NY Municipals Invesco Value Municipal Income Trust Please detach at perforation before mailing. This proxy is solicited on behalf of the Board. The Board recommends voting “FOR ALL” of the nominees. TO VOTE, MARK A BOX
BELOW IN BLUE OR BLACK INK. EXAMPLE: X A Proposal 1. Election of Trustees. To withhold authority to vote for any individual nominee(s) mark the “For All Except” and write the nominee number on the line provided. 01. Jack M. Fields 02.
Martin L. Flanagan 03. Elizabeth Krentzman 04. Robert C. Troccoli 05. James D. Vaughn FOR WITHHOLD FOR ALL FOR WITHHOLD FOR ALL ALL ALL EXCEPT ALL ALL EXCEPT 01 Invesco Municipal Trust ï,£ ï,£ ï,£ 02 Invesco
Pennsylvania Value Municipal Income Trust ï,£ ï,£ ï,£ 03 Invesco Quality Municipal Income Trust ï,£ ï,£ ï,£ 04 Invesco Senior Income Trust ï,£

CORRESP
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CORRESP

 December 2, 2020

VIA EDGAR

 Ms. Christina DiAngelo Fettig

Division of Investment Management

 Securities and Exchange
Commission

 100 F Street N.E.

 Washington DC 20549

RE:
 Invesco Exchange-Traded Fund Trust II (File No. 811-21977)
(the “ETF Registrant”) and Invesco Advantage Municipal Income Trust II (File No. 811-07868), Invesco Bond Fund (File No. 811-02090), Invesco
California Value Municipal Income Trust (File No. 811-07404), Invesco Dynamic Credit Opportunities Fund (File No. 811-22043), Invesco High Income 2023 Target
Term Fund (File No. 811-23186), Invesco High Income 2024 Target Term Fund (File No. 811-23251), Invesco High Income Trust II (File No. 811-05769), Invesco Municipal Income Opportunities Trust (File No. 811-05597), Invesco Municipal Opportunity Trust (File
No. 811-06567), Invesco Municipal Trust (File No. 811-06362), Invesco Pennsylvania Value Municipal Income Trust (File
No. 811-07398), Invesco Quality Municipal Income Trust (File No. 811-06591), Invesco Senior Income Trust (File
No. 811-08743), Invesco Trust for Investment Grade Municipals (File No. 811-06471), Invesco Trust for Investment Grade New York Municipals (File No. 811-06537), Invesco Value Municipal Income Trust (File No. 811-06590) and Invesco Senior Loan Fund (File
No. 811-05845) (each, a “CEF Registrant” and collectively, the “CEF Registrants” and together, with the ETF Registrant, the “Registrants”)

Dear Ms. Fettig:

 On behalf of the Registrants and each
respective series of the CEF Registrants and the series of the ETF Registrant listed in Exhibit A (each, a “Fund,” and collectively, the “Funds”), this letter responds to comments provided by the staff of the Division of
Investment Management (the “Staff”) of the Securities Exchange Commission (the “Commission” or “SEC”) to the undersigned on April 8, 2020, with respect to the Registrants’ respective shareholder reports filed
on Form N-CSR for the fiscal years ended February 28, 2019, August 31, 2019 and October 31, 2019, each as applicable, and the annual reports on Form N-CEN
for the fiscal years ended February 28, 2019, August 31, 2019, October 31, 2019.

 The Staff’s comments are summarized below in
italicized text. The Registrants’ responses are set out immediately under the restated comment.

I.
 FINANCIAL STATEMENT AND N-CSR COMMENTS

A.
 Comments applicable to the ETF Registrant and CEF Registrants.

1.

Comment:

In the investments in affiliates table following each Fund’s Schedule of Investments, as applicable, please include information regarding investments in affiliated money market funds and affiliated securities lending cash
collateral vehicles.

Response:

The Funds will add these investments to the affiliates table going forward.

2.

Comment:

With respect to Invesco Senior Loan ETF (“BKLN”) and Invesco Senior Income Trust (“VVR”), please confirm why the total return, on a net asset value (“NAV”) basis, in the Financial Highlights is
different from that shown in Management’s Discussion of Fund Performance (“MDFP”).

Response:

At the reporting period end, each of BKLN and VVR booked adjusting entries in conformity with Generally Accepted Accounting Principles causing a difference between each Fund’s financial reporting NAV and NAV for shareholder
transactions resulting in the difference between the total returns disclosed in the Financial Highlights and MDFP. The Financial Highlights schedule includes a footnote describing this fact pattern.

3.

Comment:

With respect to BKLN, Invesco Dynamic Credit Opportunities Fund (“VTA”), VVR, and Invesco Senior Loan Fund, if the risk of the discontinuation of LIBOR is a principal risk to the Fund, please tailor the disclosure to
describe how such discontinuation could affect the Fund’s investments.

Response:

The Registrants have been closely monitoring the discontinuation and replacement of LIBOR. The potential effects of the LIBOR phase-out, including increased volatility, reduced liquidity, a
reduction in the value of some LIBOR-based investments, and/or costs incurred in closing out new positions and entering into new agreements, has been disclosed in BKLN’s statement of additional information. Additionally, the risk of the
uncertainty regarding the future use of LIBOR and the nature of any replacement rate is disclosed in the prospectus for Invesco Senior Loan Fund.

At this time, the Registrants believe the discontinuation of LIBOR should not pose a significant risk to BKLN, VTA, VVR and Invesco Senior Loan Fund. However, the ETF Registrant has determined to add the disclosure from the
statement of additional information to BKLN’s financial reports and prospectus and the CEF Registrants will add disclosure to the financial reports for VTA, VVR and Invesco Senior Loan Fund.

4.

Comment:

For Funds that have a strategy to invest in investment grade debt securities but have significant investments in the lowest tranche of debt securities rated as investment grade, please consider tailoring the risk disclosure to
include the risks related to those specific securities.

Response:

Each CEF Registrant that has a strategy to invest in investment grade securities and has significant investments in the lowest tranche of debt securities rated as investment grade will add risk disclosure related to the risks of
those specific securities to its shareholder report.

We believe that down-grading corporate debt, in context of the index-based structure of the ETFs, is currently contemplated by the ETFs’ existing disclosure. For example, the Invesco Fundamental Investment Grade Corporate
Bond ETF (“PFIG”) existing “Fixed Income Securities Risk” disclosure states that “[t]here is a possibility that the credit rating of a fixed-income security may be downgraded after purchase, which may adversely affect the
value of the security.” Furthermore, PFIG is passively managed to track an index that is focused on investment grade corporate debt. As disclosed in its prospectus, the index automatically eliminates any bonds that are downgraded to below
investment grade on a monthly basis, and the Fund, which is managed to follow the index, would follow suit. As a result, any holdings of below investment grade debt that might exist in PFIG would be limited to no more than one month, and would
be consistent with the composition of the index being tracked. The current “Index Risk” disclosure notes that the “Fund would not necessarily buy or sell a security unless that security is added or removed, respectively, from its
Underlying Index, even if that security generally is underperforming.”

 2

Although we believe the existing disclosure is sufficient, we will enhance the “Fixed Income Securities Risk” disclosure going forward, to reflect the following: “[t]here is a possibility that the credit rating of
a fixed-income security may be downgraded after purchase, which may occur quickly and without advanced warning following sudden market downturns or unexpected developments involving an issuer, and which may adversely affect the liquidity and value
of the security.”

 B. Comments applicable to the ETF Registrant only.

5.

Comment:

Please consider enhancing the disclosure to the Funds’ shareholder reports on Form N-CSR, as applicable, to include information on how shareholders can access the financial
statements of underlying funds as suggested in the Dear CFO Letter 1997-02 (November 7, 1997) (the “CFO Letter”).

Response:

As suggested in the CFO Letter, for any Fund that invests a significant percentage of its assets in a single underlying fund, the ETF Registrant will consider providing information on how shareholders may access the financial
statements of the underlying funds. Additionally, going forward, the Funds will include a statement that the financial statements for affiliated underlying funds are available at www.invesco.com/us.

6.

Comment:

Explain how the ETF Registrant determined that proxy-related fees are extraordinary expenses, as defined in Item 3, Instruction 3(c)(ii) of Form N-1A. The Staff notes that the ETF
Registrant uses different terminology (e.g., non-recurring and extraordinary, in the Financial Highlights and Fee Table, respectively) when describing proxy fees. Additionally, please state whether
proxy-related fees are specified as extraordinary expenses in the Funds’ advisory agreements and/or expense cap arrangements.

Response:

The ETF Registrant determined that the proxy-related fees are extraordinary for a number of reasons, starting with an examination of the text of Instruction 3(c)(ii) to Item 3 of Form N-1A.
That instruction states that “extraordinary expenses” refers to “expenses that are distinguished by their unusual nature and by the infrequency of occurrence.” The ETF Registrant considered the nature of proxy expenses for an open-end management investment company organized as a business or statutory trust and operated as an ETF, and determined that expenditures for proxy statements are both unusual in nature, and occur infrequently, and
thus such use is consistent with this instruction.

First, it is the ETF Registrant’s view that expenses for proxy statements are unusual in nature. The instruction notes that an expense has an “unusual nature” when “the expense has a high degree of abnormality
and is clearly unrelated to, or only incidentally related to, the ordinary and typical activities of the fund, taking into account the environment in which the fund operates.” Although proxying shareholders when it is necessary and required is
an important aspect of fund governance, proxy expenses are simply not a part of an ETF’s ordinary and typical activities, which are related to the investing, holding, and reinvesting of its assets in securities. As a result, the expense for
proxying shareholders is – at best – only incidentally related to the daily activities of the ETF.

Second, the expenses are infrequent in their occurrence. The instruction notes that an expense has an infrequent occurrence when “the expense is not reasonably expected to recur in the foreseeable future, taking into
consideration the environment in which the fund operates.” The instruction further states that the “environment of a fund” includes such factors as the characteristics of the

 3

industry or industries in which it operates, the geographical location of its operations, and the nature and extent of governmental regulation. Although proxying shareholder might occur during the life-cycle of an ETF, it occurs
highly infrequently. ETFs are not required by exchange listing rules, state law, or the federal securities laws to have annual meetings of shareholders that would necessitate frequent proxying of shareholders. As a result, an ETF – in contrast
to an entity that may need to proxy shareholders annually or even regularly – expends its assets for proxy costs infrequently.

The ETF Registrant also took into account the fact that the concept of “extraordinary expenses” no longer is a GAAP accounting concept subject to GAAP interpretation, but rather is a disclosure concept. See
Disclosure Update and Simplification, SEC Rel. No. IC-33203, n. 471 (Aug. 17, 2018). As a result, after weighing the facts, the ETF Registrant determined that its presentation of proxy expenses as
extraordinary expenses was appropriate “in order to disclose to investors the ongoing level of expense that can be expected.” Id.

The ETF Registrant acknowledges using different terminology when describing proxy fees. The ETF Registrant believes that the phrase “non-recurring extraordinary expenses” better
communicates the concepts to investors, and balances the text of the form with plain English considerations. First, we use “extraordinary” as used in the form. The addition of the adjective
“non-recurring” is consistent with the plain English requirements of Rule 421, the goal of the Form to promote “concise, straightforward, and easy to understand language,” and the
observation that the Form should be administered “in a way that will allow variances in disclosure or presentation if appropriate for the circumstances involved while remaining consistent with the objectives of Form N-1A.”

Invesco Capital Management LLC (the ETF Registrant’s investment adviser) (the “Adviser”) provides investment management services to series of the ETF Registrant pursuant to investment advisory agreements that
contain a unitary fee or non-unitary fee . In the case of non-unitary fee Funds, the investment advisory agreement is supplemented by an Excess Expense Agreement
(“Fee Cap”). The Funds’ unitary fee investment advisory agreements do not expressly reference proxy expenses in the exclusions to the unitary fee, although as noted above, these costs would be deemed to be “other extraordinary
expenses.” Similarly, the Fee Cap does not expressly reference proxy expenses in the list of expenses excluded from the scope of the Fee Cap, although again, those costs would fall within the catch-all
“other extraordinary expenses.”

The Adviser and the Board of Trustees (the “Board”) of the Invesco ETF complex (collectively, the “Invesco ETFs”) have previously considered the wording of the current unitary fee arrangements and Fee Caps and
agreed that proxy costs will be borne by the Funds outside of the unitary fee or the Fee Cap, unless there are direct financial or managerial benefits to the Adviser from the proxy proposals, and that if a proxy proposal has direct benefits to the
Adviser, as well as benefits for the Funds, then the Board and the Adviser will determine how to allocate proxy costs. The Adviser believes that this agreement on proxy costs inures to the benefit of the Funds because it potentially reduces the
expenses that the Funds would be responsible for outside of the unitary fee or the Fee Cap. This agreement was expressed in the subsequent investment advisory agreements entered into by the Adviser and the Invesco Actively Managed Exchange-Traded
Commodity Fund Trust and the Invesco Exchange-Traded Self-Indexed Fund Trust.

 4

In order to provide further clarity as to how proxy costs are treated under the terms of its unitary fee arrangements, the ETF Registrant will take steps to revise its investment advisory agreement to expressly reflect its
longstanding interpretation of the existing agreement. It will do so by breaking-out proxy costs from the catch-all provision of “other extraordinary expenses”
and will note that proxy expenses are excluded from the unitary fee, except that the Adviser will bear proxy expenses related to: (i) changes to an investment advisory agreement, (ii) the election of any Board member who is an
“interested person” of the Invesco ETFs, or (iii) any other matters that directly benefit the Adviser.

7.

Comment:

The annual report for each of Invesco Preferred ETF, Invesco International BuyBack Achievers ETF, Invesco MSCI Global Timber ETF, and Invesco Global Water ETF states that the Fund is
non-diversified. The Staff notes, however, that each Fund appears to have been operating as diversified for more than three years. Please confirm whether any such Fund has been operating as diversified for
more than three years and, if so, that the Fund will obtain shareholder approval prior to changing its operating status back to non-diversified.

Response:

For each of the above-listed Funds, a Fund may, from time to time, operate as diversified based on the composition of such Fund’s underlying index. However, none of these Funds has operated as diversified for a continuous
three-year period. If a Fund were to operate in a diversified manner continuously for a three-year period, we confirm that the Fund would seek shareholder approval prior to changing its operating status back to
non-diversified, unless the Fund could rely on the no-action letter issued to Stradley Ronon Stevens & Young, LLP on June 24, 2019.

8.

Comment:

In the August 31, 2019 annual report for Invesco Preferred E

CORRESP
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filename1.htm

CORRESP

 Invesco

PO Box 4333

 Houston, TX 77210-4333

11 Greenway Plaza, Suite 1000

 Houston, TX 77046

 713 626 1919

www.invesco.com/us

 September 12, 2017

 VIA
EDGAR

 Christina DiAngelo Fettig

 Division of Investment
Management

 U.S. Securities and Exchange Commission

 100 F
Street, N.E.

 Washington, DC 20549

Re:
AIM Funds Group (Invesco Funds Group), AIM Growth Series (Invesco Growth Series), AIM Investment Securities Funds (Invesco Investment Securities Funds), AIM Tax-Exempt Funds
(Invesco Tax-Exempt Funds), Invesco Exchange Fund, Invesco Advantage Municipal Income Trust II, Invesco Bond Fund, Invesco California Value Municipal Income Trust, Invesco Dynamic Credit Opportunities Fund,
Invesco High Income Trust II, Invesco Municipal Income Opportunities Trust, Invesco Municipal Opportunity Trust, Invesco Municipal Trust, Invesco Pennsylvania Value Municipal Income Trust, Invesco Quality Municipal Income Trust, Invesco Senior
Income Trust, Invesco Senior Loan Fund, Invesco Trust for Investment Grade Municipals, Invesco Trust for Investment Grade New York Municipals and Invesco Value Municipal Income Trust (each, a “Trust” and collectively, the
“Trusts”)/(I/C File Nos. 811-01540, 811-02699, 811-05686, 811-07890, 811-02611, 811-07868, 811-02090, 811-07404, 811-22043, 811-05769, 811-05597, 811-06567, 811-06362, 811-07398, 811-06591, 811-08743, 811-05845, 811-06471, 811-06537, 811-06590, respectively).

 Financial Statement Review

Dear Ms. Fettig:

 On behalf of the Trusts, thank you for speaking
with Matthew DiClemente of Stradley Ronon Stevens & Young, LLP, counsel to the Trusts, and myself on May 3, 2017 about the Trusts’ financial statements described herein (each, a “Financial Statement” and collectively,
the “Financial Statements”). In furtherance of our discussions, set forth below are our responses to the oral comments provided by the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) regarding the Financial Statements. (For your convenience, we have restated your oral comments below, followed by our written responses.)

1.
Comment: For the Invesco Funds identified on Exhibit A of this letter, the internal control reports filed in EDGAR did not include certain identifying information (noted in Exhibit A) regarding the
accounting firm. Please refile these reports so that the missing information appears in the report.

 1

 Response: The N-SARs identified on Exhibit A were
refiled on May 26, 2017 to include the missing information regarding the accounting firm.

2.
Comment: Invesco Trust for Investment Grade New York Municipals N-SAR filed on April 29, 2014 omitted its internal control report. Please file the missing report.

 Response: The N-SAR was refiled on May 26, 2017 to include the missing
report.

3.
Comment: Invesco Senior Loan Fund N-CSR filed on May 12, 2016 omitted the disclosure required by Item 8. As this Fund is a
closed-end fund, the Staff believes the Item 8 information should be included.

Response: The Fund will include this disclosure in its future N-CSR filings.

4.
Comment: With respect to all closed-end funds, in Item 8(a)(1) of N-CSR filings, disclose the date as of which the information
therein is provided.

 Response: The Fund will note in future filings that the information required by Item
8(a)(1) is as of the filing date.

5.
Comment: The Managers Discussion of Fund Performance section of the Invesco Municipal Income Opportunities Trust shareholder report states that the Trust invests primarily in municipal securities rated BB or
better by Standard & Poor’s or Ba or better by Moody’s, or if not rated, securities we determine to be of comparable quality at the time of investment. Supplementally confirm that Invesco deemed the unrated securities held by the
Trust to be of comparable quality to securities rated BB or better by S&P or Ba or better by Moody’s.

 Response:
We confirm that Invesco deemed the unrated securities held by the Trust to be of comparable quality to securities rated BB or better by S&P or Ba or better by Moody’s.

6.
Comment: Each Invesco Funds identified on Exhibit B of this letter include disclosures regarding derivatives and other investment types in the principal investment strategies and principal investment risks
section of the summary prospectus. These funds do not appear to have invested in the derivative or investment type for the past three years. Please consider moving the disclosure to the statutory prospectus, as investing in derivatives or
investments does not appear to be part of this fund’s principal investment strategy.

 Response: The portfolio
managers of the Funds identified on Exhibit B have expressed interest in using derivatives to benefit the Funds under certain market conditions. Although recent market conditions have not been favorable for such use, the portfolio managers believe
market conditions could favor the use of derivatives in the next twelve months. We therefore believe

 - 2 -

that the derivatives and other investments types described in the prospectus continue be part of each Fund’s principal investment strategy and respectfully decline to make the requested
changes to the prospectus disclosure at this time.

7.
Comment: The portfolio turnover for the Invesco Shot Duration Inflation Protected Fund was over 100% for the past three years. Disclose the risk of high portfolio turnover in the prospectus. In addition, the
prospectus of the Invesco Short Duration Inflation Protected Fund states “The Fund normally seeks to maintain an average portfolio effective duration that is within +/- 1 year of the duration of the Index, which was 1.61 years as of
February 29, 2016.” The fact sheet for this fund states that the weighted average effective maturity (years) is 3.00 and the effective duration is 2.95. Please confirm if the fund’s average portfolio effective duration remains within +/-1 year of the Index duration.

 Response: Prior to its repositioning effective
December 31, 2015, Invesco Short Duration Inflation Protected Fund (formerly known as Invesco Limited Maturity Treasury Fund) included active trading strategy and risk disclosure in its prospectus because the Fund engaged in frequent trading of
portfolio securities as part of its principal investment strategies, resulting in a portfolio turnover rate in excess of 100%. The Fund’s portfolio turnover rate for the fiscal year ended in 2016, however, exceeded 100% due to the Fund’s
repositioning to its new investment strategy and was not a result of the Fund engaging in ordinary course frequent trading of portfolio securities. Because frequent trading of portfolio securities is no longer a principal investment strategy of the
Fund, the Fund respectfully declines to make the requested changes to its prospectus disclosure. We note that the Fund’s portfolio turnover rate for the fiscal year ended in 2017 was 41%.

As of May 31, 2017, the average portfolio effective duration remains within +/- one year of the Index duration.

8.
Comment: Invesco Short Term Bond Fund prospectus states “The Fund will attempt to maintain an effective dollar-weighted average portfolio maturity and duration of less than three years.” The
Staff’s position is that funds using “short-term” in their name must maintain a dollar-weighted average maturity, not an effective maturity, of less than three years (See Rule 35d-1
Adopting Release at note 45).

 Response: The Invesco Short Term Bond Fund will revise the disclosure by removing the
term “effective” in connection with the Fund’s next annual update.

9.
 Comment: The prospectus of each of the Global Core Equity and Global Real Estate Funds states “Under
normal circumstances, the Fund will provide exposure to investments that are economically tied to at least three different countries, including the U.S.” The Staff’s current position for funds that include “Global” in their name
is that, under normal circumstances, the fund will provide exposure to investments that are economically tied to at least three different

 - 3 -

countries, including the U.S. and that at least 40%, but no less than 30%, of the Fund’s net assets will provide exposure to investments that are economically tied to countries other than
the U.S. In the next annual prospectus update for these Funds, please update the prospectus disclosure accordingly.

 Response: The
Invesco Global Core Equity Fund and the Invesco Global Real Estate Fund will make the requested disclosure changes in connection with their next annual update.

10.
Comment: The MDFP for the Invesco Corporate Bond Fund refers to contingent convertible bonds (CoCos) as part of the Fund’s principal investment strategies. If CoCo’s are part of the Fund’s
principal investment strategies, consider whether additional risk disclosure is appropriate. Please also supplementally provide the percentage of the Fund’s assets that was invested in CoCos as of a recent date.

Response: The MDFP states that, among other factors that contributed to the fund’s performance, “security selection within
contingent convertible bonds also added value”. The Funds’ disclosure policies are to include additional strategy and risk disclosure if the Fund’s investment in a certain security type exceeds threshold levels. The Fund’s
investment in contingent convertible bonds at 2/29/16 did not exceed the threshold levels for additional disclosure. The percentage of the Fund’s assets that were invested in contingent convertible bonds at 4/30/17 was approximately 3%.

11.
Comment: With respect to the Invesco Tax Exempt Cash Fund, explain the nature of the recent restatement in the fee table.

Response: The current fee table was restated to reflect contractual fee changes that became effective 6/1/16. Other Expenses were
restated to reflect an increase of 0.03% in administrative expenses and Management Fees were restated to reflect a fee rate reduction from 0.35% to 0.20%.

12.
Comment: Invesco Exchange Fund invests over 25% of its assets in issuers that each represent more than 5% of the Fund’s assets. Please supplementally confirm whether and how this fund meets the
diversification test under Section 5(b) of the Investment Company Act of 1940 (the “1940 Act”).

 Response:
The Invesco Exchange Fund complied with the diversification test under Section 5(b) of the 1940 Act at the time it made the investments. No additional investments have been made in any securities that would change the Fund’s
diversification status under the test.

13.
 Comment: The shareholder report of the Invesco Dynamic Credit Opportunities Fund indicates that the Fund
invests in forward foreign currency contracts. Please explain why these

 - 4 -

instruments are not described in the summary of investment policy section of the Fund’s prospectus.

Response: The synopsis in both the Fund’s initial registration statement filed on June 26, 2007, pursuant to which shares have
been issued (the “2007 Registration Statement”), and the shelf registration statement filed on June 24, 2016, pursuant to which shares have not been issued (the “2016 Shelf Registration Statement”), both provide disclosure
regarding the ability to use different types of transactions to hedge currency risk. Specifically, the “Investment Policies” section in the synopsis of the 2016 Shelf Registration Statement and the “Portfolio Contents” section in
the synopsis of the 2007 Registration Statement provide that, “[t]o address foreign currency risks, the Fund may enter into foreign currency swaps and other hedging transactions.” Other sections of the synopsis then provide additional
detail on the use of forward foreign currency contracts. For example, the disclosure under “Foreign Securities Risk” in the synopsis to each registration statement provides that “[t]he Fund may, from time to time, seek to protect the
value of some portion or all of its portfolio holdings against currency risks by engaging in currency hedging transactions, such as currency futures contracts, currency forward contracts and options on currencies. Such transactions may include
entering into forward currency exchange contracts….” Additionally, the disclosure in “Strategic Transactions Risk” in the synopsis to each registration statement provides that [t]he Fund may utilize options, forward contracts,
futures contracts and options on futures contracts....” The Trust believes that the foregoing disclosure is adequate and meets the requirements of Form N-2.

14.
Comment: For Invesco money market funds, the Staff could not locate the link to the website disclosure required by Rule 2a-7(h)(10)(iv) under the 1940 Act. Please identify
where this link can be found.

 Response: The required link to money market fund website disclosure required by Rule 2a-7(h)(10)(iv) under the 1940 Act can be found on Invesco’s public website under:

 https://www.invesco.com/portal/site/us/investors/money-market-and-liquidity-funds/

15.
Comment: In the Schedule of Investments of the Invesco U.S. Government Fund, disclose the date when the Fund is unconditionally able to demand payment.

Response: We did not identify any holdings of Invesco U.S. Government Fund that have a demand feature.

16.
Comment: For Invesco closed-end funds that had outstanding preferred shares in 2015, confirm whether the Funds show the debt issuance cost as direct deduction from the
related debt liability rather than an asset per ASU 2015-03.

 - 5 -

 Response: FASB ASU 2015-03 Simplifying the
Presentation of Debt Issuance Costs was effective for fiscal year ends beginning after December 15, 2015. The closed end funds that have outstanding preferred shares began showing debt costs as direct deduction rather than as an asset for the
fiscal year end beginning March 1, 2016. Prior to adopting the new standard, the funds considered the effect and determined the impact on the funds’ financial position and results of operations was not material.

17.
Comment: For Invesco closed-end funds that had outstanding debt leverage, disclose in the notes to the financial statements the fair value of liabilities even if fair value
option is not elected under ASC 825-10-50.

Response: The Trusts will include this information for all Funds going forward.

18.
Comment: In future shareholder reports, disclose the manner of settlement of related party fees (e.g., quarterly) . In addition, provide more specificity regarding the services and fees paid to affiliates.

 Response: While we believe that the shareholder reports comply with Form N-1A
Item 19(d), instruction No. 1 (and, for the closed-end funds, Form N-2, Items 20(4) and (8)) requirements for disclosure of affiliated services, we will
review our disclosure going forward.

19.
Comment: In the Statement of Assets and Liabilities included in the shareholder reports for Invesco Senior Income Trust and Invesco Senior Loan Fund, confirm whether the “receivables for investments
matured” were fair valued and also whether the receivables are current.

 Response: The Trusts confirm that
receivables for investments matured are fair valued and current. Going forward the Trusts will include them in the ASC 820 leveling tables.

20.
Comment: For the Invesco High Yield Fund, a portion of its distribution appears to be a return of capital but not reflected in the Statement of Changes in Net Assets or the financial highlights.

 Response: The fund’s disclosure practice has been to show returns of capital separately in the Statement of
Changes in Net Assets if the return of capital exceeded tolerance levels. The return of capital was identified in the notes to the financial statements and recorded on the balance sheet as a permanent book/tax difference.

21.
Comment: With respect to the derivative disclosure included in the notes to a fund’s financial statements, consider adding more specificity regarding the reason why the fund invested in derivative

CORRESP
1
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CORRESP

 VIA EDGAR

July 24, 2014

 Mr. Jeff Long

Ms. Christina Fettig

 Division of Investment Management

Securities and Exchange Commission

 100 F Street, N.E.

Washington, DC 20549

Re:
AIM Funds Group (Invesco Funds Group), AIM Growth Series (Invesco Growth Series), AIM Investment Securities Funds (Invesco Investment Securities Funds), AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds), AIM Sector
Funds (Invesco Sector Funds), AIM Counselor Series Trust (Invesco Counselor Series Trust), AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust, AIM Equity Funds (Invesco Equity Funds), AIM
International Mutual Funds (Invesco International Mutual Funds), AIM Investment Funds (Invesco Investment Funds), Invesco Securities Trust, Invesco Exchange Fund, Invesco Advantage Municipal Income Trust II, Invesco Bond Fund, Invesco California
Value Municipal Income Trust, Invesco Dynamic Credit Opportunities Fund, Invesco High Income Trust II, Invesco Municipal Income Opportunities Trust, Invesco Municipal Opportunity Trust, Invesco Municipal Trust, Invesco Pennsylvania Value Municipal
Income Trust, Invesco Quality Municipal Income Trust, Invesco Senior Income Trust, Invesco Senior Loan Fund, Invesco Trust for Investment Grade Municipals, Invesco Trust for Investment Grade New York Municipals and Invesco Value Municipal Income
Trust (each, a “Trust” and collectively, the “Trusts”)/(I/C File Nos. 811-01540, 811-02699, 811-05686, 811-07890, 811-03826, 811-09913, 811-05460, 811-02729, 811-01424, 811-06463, 811-05426, 811-22793, 811-02611, 811-07868,
811-02090, 811-07404, 811-22043, 811-05769, 811-05597, 811-06567, 811-06362, 811-07398, 811-06591, 811-08743, 811-05845, 811-06471, 811-06537, 811-06590, respectively).

Financial Statement Review

 Dear Mr. Long and
Ms. Fettig:

 On behalf of the Trusts, thank you for speaking with us on February 27, 2014 about the Trusts’ financial
statements dated as of December 31, 2012, February 28, 2013, April 30, 2013, August 31, 2013 and October 31, 2013 (each, a “Financial Statement” and collectively, the “Financial
Statements”). In furtherance of our discussions, set forth below are our responses to the oral comments provided by the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) regarding the Financial Statements. (For your convenience, we have restated your oral comments below, followed by our written responses.)

 1

1.
Filing History

i.
Comment: An amended N-CSR was filed for the AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds) and AIM Counselor Series Trust (Invesco Counselor Series Trust) on July 5, 2013 and November 8, 2013,
respectively, in order to modify certain information replying to Item 1. Please explain what information was changed and state whether modified reports were mailed to fund shareholders.

Response: The N-CSRs were amended to correct the total return numbers provided for style-specific benchmarks included in the average
annual total returns charts for certain funds. The corrected information was distributed to Fund shareholders and posted to the fund website.

ii.
Comment: An amended N-CSR was filed for the Invesco Senior Loan Fund on May 9, 2013 in order to modify certain information replying to Item 1. Please explain what information was changed and state
whether modified reports were mailed for fund shareholders. Going forward, please include a separate correspondence or cover letter to describe these types of changes.

Response: The N-CSR was amended to include five full years of audited information in the financial highlights section. The corrected
information was distributed to fund shareholders and posted to the fund website. Going forward, we will consider including additional correspondences to describe these types of changes.

2.
Management’s Discussion of Fund Performance

i.
Comment: In the Management’s Discussion of Fund Performance, the Invesco Gold and Precious Metals Fund has an index that is referred to as a “price only index.” Please describe that term. Also,
please address why it is not appropriate to provide an index that includes reinvested dividends.

 Response: A
‘price only index’ is an index showing a normalized average of prices for a given class of goods or services in a given region during a given interval of time. We believe it is appropriate to disclose the ‘price only index’ for
this Fund because it provides historical data over the life of the Fund while the total return version of the index does not have sufficient historical data.

3.
Average Annual Total Returns Chart

i.
Comment: Going forward, consider disclosing the returns of the fund benchmark in the average annual total returns chart for open-end funds for the standard time periods.

Response: We have considered the benchmark disclosure in light of this comment and have determined that we will continue to disclose
fund benchmarks in a manner that is compliant with regulatory requirements.

 2

4.
Schedule of Investments

i.
Comment: The Invesco Gold and Precious Metals Fund discloses 63.27% of its assets in Canadian holdings as of April 30, 2013. Please confirm that the prospectus references the concentration of country risks.

 Response: Going forward we will add a risk related to geographic concentration.

ii.
Comment: The Invesco Pacific Growth Fund discloses 50.38% of its assets in Japanese holdings as of October 31, 2013. Please confirm that the prospectus references the concentration of country risks.

 Response: The prospectus includes disclosure related to the risks of investing foreign securities and also discusses
the risks of geographic concentration.

iii.
Comment: For the Invesco Exchange Fund, the sum of individual holdings accounting for more than 5% of its portfolio exceeds 50%. Please confirm that the Fund meets the tax diversification requirements of
Subchapter M of the Internal Revenue Code for registered investment companies.

 Response: The Fund is treated as a
partnership for U.S. federal income tax purposes and therefore is not subject to the tax diversification requirements of Subchapter M of the Internal Revenue Code for registered investment companies.

iv.
Comment: The Invesco Balanced-Risk Allocation Fund discloses swap agreement holdings. Consider identifying the type of swap agreement going forward.

Response: The financial statements include a derivatives table for swap agreements which specifically states the type of swap
agreement, the primary risk exposure, as well as collateral held, if any.

v.
Comment: Certain funds (e.g. Invesco Senior Income Trust and Invesco Floating Rate Fund) invest in PIK bonds. Going forward, please disclose the cash portion of the interest rate separate from the in-kind portion
of the interest rate.

 Response: Going forward, we will disclose the cash portion of the interest rate for PIK bonds
separate from the in-kind portion.

vi.
Comment: The Invesco Balanced-Risk Retirement Now Fund, Invesco Balanced-Risk Retirement 2020 Fund and Invesco Balanced-Risk Retirement 2030 Fund each disclose large holdings (60.16%, 87.70% and 78.90%
respectively, as of December 31, 2012) in the Invesco Balanced-Risk Allocation Fund. Please confirm whether shareholders of the Retirement Funds are sent a copy of or link to the shareholder report for the Invesco Balanced-Risk Allocation Fund.

 Response: The shareholder reports of the Retirement Funds include a discussion of the risks and strategies of the
Invesco Balanced-Risk Allocation Fund as well as a description of the fund-of-funds structure and disclosure that the financial statements of the underlying funds are publicly available. Shareholders of the Retirement Funds are not specifically sent
a copy of or link to the shareholder report for the Invesco Balanced-Risk Allocation Fund, but the report is available on Invesco’s public website.

 3

5.
Statement of Assets and Liabilities

i.
Comment: Going forward, please consider breaking out amounts payable to affiliates.

Response: We consider the materiality of the individual components that make up the amounts payable to affiliates when determining
whether to break them out individually and will continue to do so going forward. We believe this complies with GAAP.

ii.
Comment: Please include a line item for ‘commitments and contingent liabilities’ and a reference on the balance sheet amount to details in the financial statement pursuant to Rule 6-04(15) of Regulation
S-X. See, for example, the Invesco Technology Fund.

 Response: The amount of the commitment is disclosed as a
footnote to the Schedule of Investments. The amount of the commitment is not material and does not meet the criteria for accrual under GAAP, therefore we do not include a line item on the balance sheet.

6.
Statement of Operations

i.
Comment: For closed-end funds, under Expenses, please review whether individual expenses in the ‘Interest, facilities and maintenance fees’ category total greater than 5% of total expenses. If so, break
out the expense separately or consider breaking out the components of interest, facilities and maintenance fees in the footnotes.

Response: None of the components, other than interest, are greater than 5% of total expenses. Currently, the interest, facilities and
maintenance fees line item represents the aggregate costs incurred by a fund due to the use of leverage, which we believe represents the costs incurred due to financing and provides clarity to the reader of the financial statements. Under the
significant accounting policy section of the notes to the financial statements, a description of the nature of the specific services included in the interest, facilities and maintenance section line item is provided for each fund. Going forward, we
will consider breaking out the components in the Notes to Financial Statements if any exceed 5% of total expenses.

7.
Financial Highlights

i.
Comment: For the Invesco Balanced-Risk Allocation Fund, note (e) in the October 31, 2013 report describes a revision to the portfolio turnover rate. Please describe how this calculation was revised.

 Response: The calculation of the portfolio turnover rate presented in the October 31, 2011 annual report
incorrectly included in the monthly average value of portfolio securities (denominator) securities whose maturities or expiration dates at the time of acquisition were one year or less. Such securities were correctly excluded from the amounts of
purchases and sales (numerator). Commencing with the April 30, 2012 semiannual report, the calculation of the October 31, 2011 portfolio turnover was revised to more appropriately exclude these items from both the numerator and the
denominator. As the staff has noted, this revision was disclosed in a footnote to the financial highlights.

 4

ii.
Comment: For the Invesco Low Volatility Equity Yield Fund, the portfolio turnover rate for 2012 was 45% while the rate for 2013 was 107%. Please confirm the Fund’s policy for compliance with Item 16(e)
of Form N-1A.

 Response: We confirm that the Statement of Additional Information for the Fund provides the reason for
the Fund’s significant variation in portfolio turnover rate pursuant to Item 16(e) of Form N-1A.

8.
Notes to Financial Statements

i.
Comment: Note 1 describes federal income taxes. Please consider expanding the disclosure going forward to be more consistent with sample guidance in the AICPA Audit Guide for Investment Companies, Chapter 7,
Section 194.

 Response: Going forward, we will expand the policy note for federal income taxes to more closely
follow the example in the AICPA Audit Guide for Investment Companies, Chapter 7, Section 194.

ii.
Comment: Note J describes foreign currency transactions and states that certain foreign securities may be subject to foreign taxes. Going forward for funds that pay such taxes and where such taxes are disclosed,
please state specific taxes paid.

 Response: Each fund discloses such taxes, if any, in the Statement of Operations.
Going forward, we will enhance the footnote disclosure to the extent a fund is subject to foreign taxes.

iii.
Comment: With respect to the description of derivatives in the notes, please use more specificity when describing what investments a particular fund made during the period.

Response: For funds with significant derivatives usage, the use of specific derivatives and their impact on the funds’
performance, as well as the risks associated with investing in derivatives, is disclosed in the fund’s Management’s Discussion of Fund Performance section. Schedules of derivatives holdings at period end categorized by risk type are
included with the Schedule of Investments. Current balances and activity for the types of derivatives in which a fund invested during the reporting period are included on the Statement of Assets and Liabilities and Statement of Operations,
respectively. The Notes to the Financial Statements further describe the risks of the types of derivatives used by the funds. The derivatives tables included in the notes to the financial statements specifies the type of derivatives, collateral
held, if any and the type of investment risk . We believe the funds’ disclosures comply with GAAP requirements.

iv.
Comment: With respect to funds that use swap agreements, note 1 for swap agreements states that “[t]he Fund segregates liquid securities having a value at least equal to the amount of the potential
obligation of a Fund under any swap transaction.” Please describe what is meant by the phrase ‘potential obligation.’

Response: The term ‘potential obligation’ means the net amount owed (if any) under the swap contract determined on a daily
marked-to-market basis, provided that the swap agreement requires netting. For swaps whose ISDAs do not require netting, ‘potential obligation’ means the notional amount of the swap contract.

 5

v.
Comment: For the Invesco High Yield Fund, please confirm that the Fund covers the full notional value of written credit default swaps.

Response: Yes, we confirm that the Invesco High Yield Fund covers the full notional value of written credit default swaps.

vi.
Comment: For any fund that invests in total return swaps as part of its principal investment strategies, please add disclosure addressing costs embedded in such swaps, such as third party management fees, and add
an explanatory line to the fee table, as applicable.

 Response: We considered the sample fee table disclosure of the
Insignia Macro Fund suggested by the Staff and note that the footnotes in that document indicate that the fund invests through swap agreements in underlying funds managed by commodity trading advisors. The fees charged by those commodity trading
advisors for management and performance are embedded in the swap agreements. Invesco funds do not currently use swaps to invest in underlying funds that charge management and performance fees in this manner. Thus, we do not believe our funds incur
this type of embedded costs. We will monitor swap agreement usage going forward and consider appropriate disclosure changes as needed.

vii.
Comment: Going forward, in Note 2, for funds with tiered advisory fee rates, please consider disclosing the effective fee rate paid.

Response: We will include the disclosure going forward.

viii.
Comment: Going forward, if fees waived are subject to recapture, disclose the recapture arrangement.

Response: Waived fees are not subject to recapture after a fiscal period end.

ix.
Comment: Going forward, consider adding more detail regarding fee rates for affiliated services such as transfer agency and administrative services.

Response: While we believe that we are in compliance with the Form N-1A Item 19(d), instruction No. 1 (and, for the
closed-end funds, Form N-2, Items 20(4) and (8)) requirements for disclosure of affiliated services, we will review our disclosure goin

CORRESP
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    invescocorresp07022012.htm

[INVESCO ADVISERS]

July 2, 2012

Via EDGAR

Vincent DiStefano

Division of Investment Management

U.S. Securities and Exchange Commission

100 F. Street, N.E.

Washington, DC 20549

Re:           Invesco Value Municipal Income Trust (File No. 811-06590)

Invesco Value Municipal Bond Trust (File No. 811-06053)

Invesco Value Municipal Trust (File No. 811-06434)

Invesco Van Kampen California Value Municipal Income Trust (File No. 811-07404)

Invesco California Municipal Income Trust (File No. 811-07344)

Invesco California Quality Municipal Securities (File No. 811-07564)

Invesco Van Kampen Trust for Investment Grade New York Municipals (File No. 811-06537)

Invesco New York Quality Municipal Securities (File No. 811-07562)

Invesco Van Kampen Municipal Opportunity Trust (File No. 811-06567)

Invesco Municipal Premium Income Trust (File No. 811-05688)

Invesco Van Kampen Select Sector Municipal Trust (File No. 811-08000)

Invesco Van Kampen Trust for Value Municipals (File No. 811-06472)

Invesco Quality Municipal Income Trust (File No. 811-06591)

Invesco Quality Municipal Investment Trust (File No. 811-06346)

Invesco Quality Municipal Securities (File No. 811-07560)

Invesco Van Kampen Municipal Trust (File No. 811-06362)

Invesco Van Kampen Massachusetts Value Municipal Income Trust (File No. 811-07088)

Invesco Van Kampen Ohio Quality Municipal Trust (File No. 811-06364)

Invesco Van Kampen Trust for Investment Grade New Jersey Municipals (File No. 811-06536)

Dear Mr. DiStefano:

On behalf of the above named registrants (the “Funds”), below you will find the Funds’ responses to the comments conveyed by you via telephone on June 29, 2012, with regard to the Funds’ Schedule 14A preliminary proxy statements (the “Proxy Statements”) filed with the U.S. Securities and Exchange Commission (“SEC”) on June 19, 2012 to be furnished to the holders of

Variable Rate Muni Term Preferred Shares (“VMTPs”) of the Funds in connection with a meeting of shareholders that is scheduled to be held on July 17, 2012.

For your convenience, we have summarized each of your comments in bold and have set forth the Funds’ response immediately below each comment.  Any disclosure changes required by these responses will be incorporated into a definitive proxy statement filing.  Capitalized terms not otherwise defined in this letter are used as defined in the Proxy Statements.  Each comment applied to all Proxy Statements unless otherwise noted.

1.

Comment:  Please explain why a Schedule 14A proxy statement is being used to solicit shareholder approval instead of a Form N-14 proxy statement/prospectus.

Response:  Form N-14 was adopted so as to allow management investment companies registered under the Investment Company Act of 1940 (“1940 Act”) to register securities under the Securities Act of 1933, as amended (the “Securities Act”).1  A proxy statement/prospectus on Form N-14 also satisfies the requirements of Schedule 14A for proxy solicitation subject to that regulation.2

Each Fund’s outstanding VMTPs were privately offered under Section 4(2) of the Securities Act and are not registered under the Securities Act, and the VMTPs to be issued in each reorganization and each merger contemplated by the Proxy Statements will not be registered under the Securities Act.  Therefore, in contrast to each Fund’s common shares, no registration of the VMTPs is required under the Securities Act, which makes the use of Form N-14 in connection with the solicitation of votes by the holders of each Fund’s outstanding VMTPs unnecessary.

2.

Comment:  The second paragraph under “What are the reasons for the proposed Redomestications?” indicates that as Delaware statutory trusts the Funds may merge with no delay in transactions that are expected to qualify as tax-free reorganizations.  Please explain why this can be done by Delaware statutory trusts but not Massachusetts business trusts.

Response: To qualify as a tax free reorganization under Section 368(a)(1)(A) of the Internal Revenue Code of 1986, as amended, the mergers must be “statutory mergers.”  Massachusetts business trusts cannot effect a “statutory merger” because the applicable Massachusetts statute has no merger provision.  It was therefore necessary to reorganize each Massachusetts business trust into an entity type that provided for statutory mergers (i.e., a Delaware statutory trust) prior to merging.

3.

Comment:  Under the “What effect will a Redomestication have on me as a shareholder?” section of the Proxy Statements, explain why shareholder approval of the

1

See Form N-14 General Instruction A.

2

See Form N-14 General Instruction D.1.

2

advisory and sub-advisory agreements and election of trustees of the DE Funds, as described therein, do not need to be unbundled as separate proposals.

Response:  Shareholders of the Funds do not own shares of the DE Funds and, therefore, have no standing to vote on matters affecting the DE Funds unless and until shareholders approve the Redomestications and the Redomestications are consummated.  Therefore, unbundling is not appropriate in this instance.  Examples of other proxy statements disclosing a similar arrangement include PNC Advantage Funds (Form DEF 14A filed on October 16, 2009) and Voyageur Mutual Funds (Form N-14 filed on October 25, 2004).

4.

Comment: Under the “How do the laws governing each Fund pre-and post-Redomestication compare?” section of the Proxy Statements, please highlight all material differences between the statutes governing Massachusetts business trusts and Delaware statutory trusts.

Response:  The Funds believe that all material differences between the statutes governing Massachusetts business trusts and Delaware statutory trusts are highlighted in the “How do the laws governing each Fund pre-and post-Redomestication compare?” section of the Proxy Statements.  Further detail regarding these differences and other differences that the Funds believe are non-material between the statutes governing Massachusetts business trusts and Delaware statutory trusts is provided in Exhibit C to the Proxy Statements.

5.

Comment:  Under the “What will happen if shareholders of a Fund do not approve Proposal 1?” section of the Proxy Statements, describe what other courses of action for the Funds may be taken by the Boards if the Redomestications are not approved by shareholders.

Response:  The Funds have revised the disclosure to indicate that the other courses of action for the Funds to be taken by the Boards include continuing to operate as Massachusetts business trusts.  The Proxy Statements also disclose that no Merger will occur unless the Redomestication (Proposal 1) has been consummated.

6.

Comment:  In the “What are the reasons for the proposed Mergers?” section of the Proxy Statements, please explain why the figures provided are as of July 31, 2011 and not a more recent date.

Response:  The figures provided are as of July 31, 2011 because that is the date of the information considered by the Boards when the Boards approved the Redomestication and Merger transactions in October and November, 2011.

7.

Comment:  In the “How do the Funds’ principal risks compare?” section of the Proxy Statement in which Invesco Value Municipal Income Trust (IIM) is the Acquiring Fund, please explain the risks involved with the use of leverage.

Response:  Disclosure regarding the risks involved with the use of leverage has been added to the “How do the Funds’ principal risks compare?” section in the Proxy Statement in which IIM is the Acquiring Fund.

3

8.

Comment:  Please disclose any applicable advisory fee waiver recoupment provisions in a footnote to the expense tables.

Response:  The Funds’ advisory fee waivers do not include recoupment provisions and therefore no disclosure has been added.

9.

Comment:  Under the “What will happen if shareholders of a Fund do not approve a Merger?” section of the Proxy Statements, describe what other courses of action for a Fund may be taken by the Board if a Merger is not approved by shareholders.

Response:  The Funds have revised the disclosure to indicate that the other courses of action for a Fund to be taken by the Board if a Merger is not approved include continuing to operate the Fund without merging.

10.

Comment:  In the “Principal Investment Strategies” section of the Proxy Statements, any 80% policies required by Rule 35d-1 should be revised to state “80% of total assets or net assets plus any borrowings.”

Response:  Where applicable, disclosure regarding a Fund’s investment policy to invest at least 80% of total assets as required by Rule 35d-1 is currently included as the last paragraph in the “Principal Investment Strategies” section of the Proxy Statements.

11.

Comment:  In the Proxy Statement in which Invesco Value Municipal Income Trust (IIM) is the Acquiring Fund, please disclose any differences in the Target and Acquiring Funds’ average weighted maturity and duration.

Response:  The Funds confirm that there are no significant differences between the average weighted maturity and duration of IIM and the Target Funds proposed to be merged into IIM.

12.

Comment:  In the “Principal Investment Strategies” and “Principal Risks of an Investment in the Funds” section of each Proxy Statement, any discussion of derivatives should include detailed, fund-specific disclosure per the SEC staff’s July 30, 2010 letter to the Investment Company Institute entitled “Derivatives-Related Disclosures by Investment Companies.”

Response:  The Funds confirm that the derivatives disclosure in the “Principal Investment Strategies” section of each Proxy Statement discusses the specific types of derivatives, and specific risks of those derivatives, to be used principally by the Funds.

13.

Comment:  In the “Principal Investment Strategies” section of each Proxy Statement, please disclose any material differences between the historical portfolio turnover rates of the Acquiring Fund and the Target Fund(s).

Response: The Funds confirm that there were no material differences between the historical portfolio turnover rates of any Target Fund and its corresponding Acquiring Fund.

4

14.

Comment:  In the “Principal Risks of an Investment in the Funds” section of the Proxy Statement in which Invesco Value Municipal Income Trust (IIM) is the Acquiring Fund, it appears that preferred shares risk is the only risk not common to all Funds.  Please confirm.

Response:  The Funds confirm that preferred shares risk is the only risk not common to all Funds in the Proxy Statement in which Invesco Value Municipal Income Trust (IIM) is the Acquiring Fund.

15.

Comment:  In Proposal 3 of the Proxy Statement in which Invesco Value Municipal Income Trust (IIM) is the Acquiring Fund, please clarify that the advisory fee will increase significantly if the Amendment is approved.

Response:  The Funds have revised the disclosure as requested.

16.

Comment:  A footnote to the fee table indicates that pro forma fees are estimated as if the Merger had been completed as of March 1, 2011.  Why are the pro forma figures not as of a more recent date?

Response:  Pursuant to Rule 11-02 of Regulation S-X and in reliance on discussion with the SEC’s accounting reviewer for the Funds, pro forma fees were computed assuming that the transaction was consummated at the beginning of the most recently completed fiscal year of the Acquiring Fund.  Each Acquiring Fund’s most recently completed fiscal year ended on February 29, 2012.  Pro forma fees were computed assuming that the Merger was completed at the beginning of such fiscal year, which was March 1, 2011.

17.

Comment:  In the “Principal Investment Strategies” section of the Proxy Statement in which Invesco Van Kampen Municipal Opportunity Trust (VMO) is the Acquiring Fund, please explain why there is a separate comparison section for Invesco Municipal Premium Income Trust (PIA).

Response:  The Acquiring Fund (VMO) and two of the three Target Funds (VKL and VIM) have similar investment strategies as each was formerly part of the Van Kampen fund family prior to their acquisition by Invesco in 2010.  In contrast, PIA, the third Target Fund, has investment strategies that are distinguishable from VKL, VIM and the Acquiring Fund because PIA was part of a different fund family (Morgan Stanley) prior to its acquisition by Invesco in 2010.  The Funds believe that separate comparisons of PIA and the two other Target Funds (VKL and VIM) better highlight the differences between their respective investment strategies and the investment strategies of the Acquiring Fund.  The Funds believe that these differences would be lost if all three Target Funds were combined into a single comparison.

18.

Comment:  In the “Board Considerations in Approving the Mergers” section of the Proxy Statement in which Invesco Van Kampen Municipal Opportunity Trust (VMO) is the Acquiring Fund, please explain why there is a separate section disclosing the board considerations for Invesco Municipal Premium Income Trust (PIA).

5

Response:  VMO, VKL and VIM share a common Board.  PIA, however, has a different Board, which separately considered the reorganization of PIA. The Funds believe that the differences in the considerations of PIA’s Board and the Boards of VMO, VKL and VIM would be diluted if PIA’s Board considerations were included with the discussion of the other Funds’ Board considerations.

19.

Comment:  In the “What are the reasons for the proposed Mergers?” section of the Proxy Statement in which Invesco Van Kampen Municipal Trust (VKQ) is the Acquiring Fund, you state that “[t]he Mergers seek to combine Funds with investment objectives, strategies and related risks that are similar…”  Please revise, as this sentence does not seem accurate given the differences among the Target Funds and the Acquiring Fund.

Response:  The above referenced sentence has been revised in the Proxy Statement in which VKQ is the Acquiring Fund to note the differences among the Target Funds and Acquiring Fund given each Target Fund’s focus on its respective state municipal securities.  The Funds also note the bolded language on the following page of the Proxy Statement in which VKQ is the Acquiring Fund that highlights that the Target Funds will lose the benefit of their respective state tax exemption to the extent that the Acquiring Fund invests in securities whose distributions are not exempt from the respective state income tax or to the extent that a Fund is no longer eligible to pass through to investors the tax-exempt nature of its income for state tax purposes.

20.

Comment:  The “What are the reasons for the proposed Mergers?” section of the Proxy Statement in which Invesco Van Kampen Municipal Trust (VKQ) is the Acquiring Fund, you note that the combined fund on a pro forma basis had a more than 0.20% higher Common Share distribution yield than each Target Fund.  This statement should be accompanied by cautionary language.

Response:  The above referenced statement has been revised to include cautionary language.

21.

Comment:  In the “How do the Funds’ investment objectives and principal investment strategies compare?” section of the Proxy Statement in which Invesco Van Kampen Municipal Trust (VKQ) is the Acquiring Fund, you state that “[t]he Funds have similar investment objectives…”  Please revise, as this does not seem accurate given the differences among the Target Funds and the Acquiring Fund.

Response:  The Funds have revised the disclosure in the Proxy Statement in which VKQ is the Acquiring Fund to reflect the differences among the Target Funds and Acquiring Fund given each Target Fund’s focus on its respective state municipal securities.

22.

Comment:  In the “How do the Funds’ principal risks compare?” section of the Proxy Statement in which Invesco Van Kampen Municipal Trust (VKQ) is the Acquiring Fund, ple

CORRESP
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[INVESCO ADVISERS]

June 5, 2012

Via EDGAR

Vince DiStefano

Jeff Long

U.S. Securities and Exchange Commission

100 F. Street, N.E.

Washington, DC 20549

Re:          Invesco Value Municipal Income Trust (IIM) (File No. 333-180582)

Invesco Van Kampen Municipal Trust (VKQ) (File No. 333-180599)

Invesco Municipal Income Opportunities Trust (OIA) (File No. 333-180587)

Invesco Quality Municipal Income Trust (IQI) (File No. 333-180594)

Invesco Van Kampen High Income Trust II (VLT) (File No. 333-180591)

Invesco Van Kampen California Value Municipal Income Trust (VCV) (File No. 333-

180598)

Invesco Van Kampen Municipal Opportunity Trust (VMO) (File No. 333-180596)

Invesco Van Kampen Trust for Investment Grade New York Municipals (VTN) (File No.

333-180595)

Dear Messrs. DiStefano and Long:

On behalf of the above named registrants (the “Registrants”), below you will find the Registrants’ responses to the comments conveyed by you via telephone on May 29, 2012 and May 30, 2012, with regard to Pre-Effective Amendment No. 1 to the Registrants’ Registration Statements on Form N-14 8C (the “N-14s”) filed with the U.S. Securities and Exchange Commission (“SEC”) on May 15, 2012, relating to the mergers of certain other closed-end Invesco Funds (the “Target Funds”) with and into one of the Registrants (as such, the “Acquiring Funds” and, together with the Target Funds, the “Funds”).

For your convenience, we have summarized each of your comments in bold and have set forth the Registrants’ response immediately below each comment.  Any disclosure changes required by these responses will be incorporated into a post-effective amendment filing to the N-14s.  Capitalized terms not otherwise defined in this letter are used as defined in the N-14s.

1.

Comment:  In the Invesco Value Municipal Income Trust (IIM) N-14, please clarify that footnote (a) to the expense table applies to all Target Funds.

Response:  The Registrant will make the requested revision.

2.

Comment:  In the Invesco Value Municipal Income Trust (IIM) N-14, please explain whether a fee waiver applies if the merger with IMS is the only merger approved.  Please also explain whether a fee waiver applies if the merger with IMT is the only merger approved.

Response: The Registrants will revise footnote (j) to the expense table to identify the fee waiver that would apply if the merger with IMS or IMT is the only merger approved.

3.

Comment:  In the Invesco Value Municipal Income Trust (IIM) N-14, consider whether additional disclosure should be added to footnote (h) to the “Interest and Related Expenses” line item of the expense table to explain why “Interest and Related Expenses” of the Target Funds are different than those disclosed in the Target Funds’ February 29, 2012 annual reports.

Response: The following disclosure will be added to footnote (h): “Interest and Related Expenses reflect the interest and other costs associated with the issuance of Variable Rate Muni Term Preferred Shares, which occurred after February 29, 2012, the Fund’s most recent fiscal year end.”

4.

Comment:  In the Invesco Van Kampen High Income Trust II (VLT) N-14, the Acquiring Fund’s current expense ratio is approximately 40 basis points lower than the expense ratio in the Acquiring Fund’s February 29, 2012 annual report.  Please explain the reason for the lower expense ratio.

Response: The expense table in the VLT N-14 reflects a reduction in litigation-related expenses that is expected to occur during the current fiscal year.

5.

Comment:  In the Invesco Van Kampen High Income Trust II (VLT) N-14, it appears that the fee waiver should be 29 basis points instead of 25 basis points given the expense cap.  Please explain.

Response:  Subsequent to filing the N-14s, the Registrant’s discovered that the pro forma expense limit for VLT should have been 1.10% instead of 1.07%.  The footnote will be adjusted accordingly.  The one (1) basis point difference between the fee waiver shown and the expense cap is due to litigation expenses (included in Other Expenses), which, in addition to interest expenses, are excluded from the expense cap.

6.

Comment:  In the pro forma narrative for Invesco Van Kampen Municipal Trust (VKQ) N-14, it appears that footnotes 3 and 5 to the pro forma adjustments should be reversed. Please confirm and revise accordingly.

Response:  The Registrant will make the requested revision.

7.

Comment:  Under “What effect will a Redomestication have on me as a shareholder?,” make more prominent the disclosure that shareholders will experience diminution of control under the Delaware statutory trust.

Response: The Registrants will make the requested change and include in the first paragraph of this section disclosure regarding the diminution of control under the Delaware statutory trust.

8.

Comment:In the Invesco Van Kampen Municipal Trust (VKQ) N-14, confirm whether the tax-equivalent yield referenced in the “Board Considerations” section was calculated to reflect adjustments for state tax.

Response:  The Registrant (VKQ) confirms that the tax-equivalent yield referenced in the Board Considerations was calculated to reflect adjustments for state tax.

In connection with the Registrants’ responses to the SEC Staff’s comments on the N-14s, as requested by the Staff, the Registrants acknowledge that:  (i) the Registrants are responsible for the adequacy of the disclosure in the Registrants’ filings; (ii) Staff comments or changes to disclosure in response to Staff comments in the filings reviewed by the Staff do not foreclose the SEC from taking any action with respect to the filings; and (iii) the Registrants may not assert Staff comments as a defense in any proceeding initiated by the SEC under the federal securities laws of the United States.

Please do not hesitate to contact me at 630-684-6927 if you have any questions or wish to discuss any of the responses presented above.

Very truly yours,

/s/Melissa Nguyen

Melissa Nguyen

Counsel

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[INVESCO ADVISERS]

May 15, 2012

Via EDGAR

Vincent DiStefano

Division of Investment Management

U.S. Securities and Exchange Commission

100 F. Street, N.E.

Washington, DC 20549

Re:

Invesco Value Municipal Income Trust (IIM) (File No. 333-180582)

Invesco Van Kampen Municipal Trust (VKQ) (File No. 333-180599)

Invesco Municipal Income Opportunities Trust (OIA) (File No. 333-180587)

Invesco Quality Municipal Income Trust (IQI) (File No. 333-180594)

Invesco Van Kampen High Income Trust II (VLT) (File No. 333-180591)

Invesco Van Kampen California Value Municipal Income Trust (VCV) (File No. 333-180598)

Invesco Van Kampen Municipal Opportunity Trust (VMO) (File No. 333-180596)

Invesco Van Kampen Trust for Investment Grade New York Municipals (VTN) (File No.333-180595)

Dear Mr. DiStefano:

On behalf of the above named registrants (the “Registrants”), below you will find the Registrants’ responses to the comments conveyed by you via telephone on May 4, 2012, with regard to the Registrants’ Registration Statements on Form N-14 8C (the “N-14s”) filed with the U.S. Securities and Exchange Commission (“SEC”) on April 5, 2012, relating to the mergers of certain other closed-end Invesco Funds (the “Target Funds”) with and into one of the Registrants (as such, the “Acquiring Funds” and, together with the Target Funds, the “Funds”).

For your convenience, we have summarized each of your comments in bold and have set forth the Registrants’ response immediately below each comment.  Any disclosure changes required by these responses will be incorporated into a pre-effective amendment filing to the N-14s.  Capitalized terms not otherwise defined in this letter are used as defined in the N-14s.  Each comment applied to all N-14s unless otherwise noted.

1.

Comment:  The N-14s contain many blanks that must be completed.

Response:  All blanks will be completed in a pre-effective amendment filing to each N-14.

2.

Comment:  Under “What effect will a Redomestication have on me as a shareholder?” highlight in the body of the document the material differences between a Massachusetts business trust and a Delaware statutory trust, including an explanation that shareholders will experience diminution of control under the Delaware statutory trust.  Please also discuss the material differences between the statutes governing Massachusetts business trusts and Delaware statutory trusts in the body of the document.

Response: The Registrants have made the requested revisions.

3.

Comment:  The section “What are the reasons for the proposed Mergers?” in certain N-14s indicates that shareholders will become shareholders of a larger Fund that may have “lower expense ratios, which could increase yields.”  Please confirm that this statement is consistent with the information in the expense tables for each N-14.

Response:  This statement will be included in only those N-14s with lower pro forma post-Merger expense ratios.

4.

Comment:  In the “How do the Funds’ principal risks compare?” section of each N-14, please highlight any material differences between the principal risks of the Acquiring Fund and the Target Fund(s).

Response: The Registrants have reviewed and, where necessary, revised the disclosure in the “How do the Funds’ principal risks compare?” section to better highlight the material differences between the Target Funds’ and Acquiring Funds’ principal risks.

5.

Comment:  Please include the full name of each Target Fund and Acquiring Fund in the headings to the expense table, except that abbreviations may be used for the pro forma columns.

Response: The Registrants have revised the expense table headings to include the full name of each Target Fund and Acquiring Fund.

6.

Comment:  A footnote to the fee table indicates that pro forma fees are estimated as if the Reorganization had been completed as of March 1, 2011.  Why are the pro forma figures not as of a more recent date?

Response:  Pursuant to Rule 11-02 of Regulation S-X and in reliance on discussion with the SEC’s accounting reviewer for the Registrants, pro forma fees were computed assuming that the transaction was consummated at the beginning of the most recently completed fiscal year of the Acquiring Fund.  Each Acquiring Fund’s most recently completed fiscal year ended on

February 29, 2012.  Pro forma fees were computed assuming that the Merger was completed at the beginning of such fiscal year, which was March 1, 2011.

7.

Comment:  Please disclose any applicable advisory fee waiver recoupment provisions in a footnote to the expense tables.

Response:  The Registrants have added the requested disclosure, where applicable.

8.

Comment:  In the expense tables and the “How do the management, investment adviser and other service providers of the Funds compare?” section of each N-14, please show the net effective advisory fee rate for the Target and Acquiring Funds.

Response:  The Registrants have added disclosure that shows the net effective advisory fee rate for the Target and Acquiring Funds.

9.

Comment:  Under the “Will there be any tax consequences resulting from the Mergers?” section of each N-14, disclose if there will be any pre-merger sale of non-conforming securities that will result in taxable gain to shareholders of the Target Funds.

Response:  Management performed an analysis regarding the tax impact of any portfolio repositioning expected to occur in connection with each Merger proposed and concluded that the portfolio repositioning, if any, would not have a material impact on the Funds.

10.

Comment:  In the “Principal Investment Strategies” section of the N-14s, any 80% policies required by Rule 35d-1 should be revised to state “80% of total assets or net assets plus any borrowings.”

Response:  The Registrants have revised the disclosure as requested.

11.

Comment:  In the “Principal Investment Strategies” section of each N-14, any discussion of derivatives should include detailed, fund-specific disclosure per the SEC staff’s July 30, 2010 letter to the Investment Company Institute entitled “Derivatives-Related Disclosures by Investment Companies.”

Response:  The Registrants confirm that the derivatives disclosure in the “Principal Investment Strategies” section of each N-14 discusses the specific types of derivatives, and specific risks of those derivatives, to be used principally by the Funds, and therefore complies with the SEC’s July 30, 2010 guidance.

12.

Comment:  In the “Principal Investment Strategies” section of each N-14, please disclose any material differences between the historical portfolio turnover rates of the Acquiring Fund and the Target Fund(s).

Response: The Registrants confirm that there were no material differences between the historical portfolio turnover rates of any Target Fund and its corresponding Acquiring Fund.

13.

Comment:  In the “Principal Risks of an Investment in the Funds” section of each N-14, please clarify that pay-in-kind bonds are speculative and subject to a higher risk of default.

Response: The Registrants have revised the disclosure as requested.

14.

Comment:  Please revise the “Election of Trustees by the Funds” section of each N-14 so that any information that is required to be in the body of the document by Schedule 14A is included in the body of the document rather than in an exhibit thereto.

Response: The Registrants have revised the disclosure to include the Trustee bios and certain other trustee-related information in the body of the document.  Schedule 14A has no requirement as to the contiguity of the information included in the N-14s with respect to trustee elections and, therefore, the Registrants have maintained certain trustee-related and other information in exhibits that the Registrants believed would detract from the principal information to be conveyed regarding the election proposal.

15.

Comment:  Please clarify in the exhibit “Information Regarding the Funds’ Trustees” that the column “Other directorships held by the Trustees” includes all other directorships held over the past five years.

Response: The exhibit has been revised to clarify that the column “Other directorships held by the Trustees” includes all other directorships held by the Trustees for the past five years.

16.

Comment:  Please explain why Appendix C entitled “Strategic Transactions” is included as an appendix to the joint SAI.

Response: Appendix C “Strategic Transactions” is included as an appendix to the SAI because it describes non-principal strategies that are part of the fundamental policies of certain Funds per their original N-2s, which policies have not been changed by shareholder approval since that time.  This disclosure is required by Items 12(b) and 13(b) of Form N-14.

17.

Comment:  The fee table in certain N-14s indicates that Target Fund expenses are increasing as a result of the Merger.  Please state clearly in a prominent place in the proxy statement/prospectus that expenses are increasing, where applicable.

Response:  Where applicable, the N-14s will state, in bold, underlined text, that the total expenses of the Acquiring Fund are higher than those of the Target Fund.

18.

Comment:  In the Invesco Value Municipal Income Trust (IIM) N-14, Please disclose any differences in the Target and Acquiring Funds’ average weighted maturity and duration.

Response:  The Registrant confirms that there are no significant differences between the average weighted maturity and duration of the Target Funds and those of the Acquiring Fund.

19.

Comment:  In the “Capital Structure of the Funds” section, please highlight the differences in capital structure between IMS and the Acquiring Fund in a prominent place for IMS shareholders.

Response:  The Registrant has revised the disclosure as requested.

20.

Comment:  Please explain why IIM is the Acquiring Fund in this Merger.

Response:  Management considered, among other factors, the following factors in recommending to the Funds’ Boards of Trustees that IIM be the accounting survivor: (i) the advisory fee structure of IIM will be the structure for the surviving fund; (ii) the portfolio management team, objective, strategy, policies and restrictions of IIM will be those of the surviving fund; (iii) the survivor fund will have leverage levels consistent with IIM’s current leverage; and (iv) IIM has higher assets than the Target Funds.

21.

Comment:  In the Invesco Van Kampen Municipal Trust (VKQ) N-14, in the “What are the reasons for the proposed Mergers?” section of the N-14, you state that “[t]he Mergers are being proposed to reduce the number of closed-end funds with similar investment processes and investment philosophies managed by the Adviser.”  Please revise, as this sentence does not seem accurate for this N-14 given the differences among the Target Funds and the Acquiring Fund.

Response:  The above referenced sentence has been removed.

22.

Comment:  In the Invesco Van Kampen Municipal Trust (VKQ) N-14, in the “What effect will a Merger have on me as a shareholder?” section of the N-14, please highlight (by using bold font and/or underlining) that Target Fund shareholders will lose the benefit of their respective Massachusetts, Ohio or New Jersey state tax exemptions if the Mergers are approved.

Response:  The Registrant has revised the disclosure as requested.

23.

Comment:  In the Invesco Van Kampen Municipal Trust (VKQ) N-14, please highlight all significant differences among the strategies and risks of the Funds in the sections “How do the Funds’ investment objectives and principal investment strategies compare?” and “How do the Funds’ principal risks compare?”

Response:  The Registrant has revised the disclosure as requested.

24.

Comment:  In the Invesco Van Kampen Municipal Trust (VKQ) N-14, in the “How do the after tax performance records of the Funds compare?” section, please disclose any impact on after-tax performance that would result if the increased state specific taxes are factored into the after-tax return figures.

Response:  The Registrant does not regularly calculate after-tax performance returns at the state level and, therefore, has not included after-tax returns but has revised the disclosure to highlight that Target Fund shareholders located in Massachusetts, New Jersey and Ohio will not benefit from state tax

exemption to the same extent as shareholders of the Acquiring Fund, which would impact performance returns and yield.

25.

Comment:  In the Invesco Van Kampen Municipal Trust (VKQ) N-14, in the “Principal Risks of an Investment in the Funds” section, please show the differences in the Funds’ risk profiles given that the Target Funds are state specific and the Acquiring Fund is not.

Response: The Registrants have revised the disclosure as requested.

26.

Comment:  In the Invesco Van Kampen Municipal Trust (VKQ) N-14, in the “Board Considerations in Approving the Mergers” section, you state that the Boards considered that “Target Fund shareholders living in Massachusetts, Ohio or New Jersey, respectively, will lose the benefit of their respective Massachusetts, Ohio or New Jersey state tax exemption…”  Please state what the Board concluded regarding this loss of tax benefits.

Response: The Registrant has revised the disclosure.

27.

Comment:  With respect to the Invesco Municipal Income Opportunities Trust (OIA) N-14, please confirm whether any of the Funds use leverage and, if so, add disclosure describing the differences in the risks of such Funds given their use of leverage.

Response:  OIA and the Target Funds each employ leverage through tender option bonds.  Each Fund’s use of leverage, including the amount that each Fund is levered as a percentage of its assets, is substantially the same.

28.

Comment:  In the Invesco Quality Municipal Income Trust (IQI) N-14, in the footnote to the expense table marked by an asterisk please confirm the accuracy of these statements regarding the time period required for shareholders to recoup the costs of the Mergers.

Response:  The Registrant has revised the disclosure.

29.

Comment:  In the Invesco Van Kampen California Value Municipal Income Trust (VCV) N-14, in the “Board Considerations in Approving the Mergers” section, you state that “each Target Fund’s Board considered the Acquiring Fund’s contractual advisory fee rate in light of the benefits of retaining the Adviser as the Acquiring Fund’s investment adviser…”  Please explain whether the Board considered the magnitude of the difference in advisory fee rates between the Target Fund and the Acquiring Fund.

Response:  The Registrant has revised the disclosure to expand on the Target Funds’ Boards’ conclusions regarding the advisory fee rates differences.

30.

Comment:  In the Invesco Van Kampen High Income Trust II (VLT) N-14, the “Principal Risks of an Investment in the Funds” section indicates that the risks of the

Funds are identical, but the Funds’ strategies suggest that the Target Fund is riskier than the Acquiring Fund given its greater exposure to foreign and below investment-grade investments.  Please confirm and include additional risk disclosure, if applicable.

Response: Although the Acquiring Fund may, under certain circumstances, invest a higher percentage of its assets in below investment grade securities and a higher percentage of its assets in foreign securities than the Target Fund, in fact, the Acquiring Fund typically does not utilize the greater flexibility afforded by its prospectus and generally invests in such securities in amounts that are comparable to the Target Fund.  Accordingly, the Registrant believes that the current risk disclosure is adequate.

In connection with the Registrants’ responses to the SEC Staff’s comments on the N-14s, as requested by the Staff, the Registrants acknowledge that:  (i) the Registrants are responsible for the adequacy of the disclosure in the Registrants’ filin

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[Invesco Letterhead]

March 23, 2012

Via EDGAR

Chief, Office of Information Technology

Division of Corporate Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Re:

Continuing Hardship Exemption Request on Behalf of Invesco Value Municipal Income Trust (CIK# 0000885601), Invesco Municipal Income Opportunities Trust (CIK# 0000835333), Invesco Quality Municipal Income Trust (CIK# 0000885125), Invesco Van Kampen California Value Municipal Income Trust (CIK# 0000895531), Invesco Van Kampen High Income Trust II (CIK# 0000846671), Invesco Van Kampen Municipal Opportunity Trust (CIK# 0000884152), Invesco Van Kampen Municipal Trust (CIK# 0000877463), and Invesco Van Kampen Trust for Investment Grade New York Municipals (CIK# 0000883265) (the “Registrants”).

Dear Chief of the Office of Information Technology:

Pursuant to Rule 202 under Regulation S-T, the Registrants respectfully request that the Division of Corporate Finance (the “Division”) grant the Registrants a continuing hardship exemption to prevent the Registrants from incurring the undue burden and expenses of electronically filing certain documents as exhibits, as discussed below.

On November 28-30, 2011, the Boards of Trustees of the Registrants approved the redomestication of each Registrant into a Delaware statutory trust and the subsequent mergers of certain other Invesco closed-end Funds into the Registrants.  In connection with these transactions, on or around April 5, 2012, the Registrants will file with the U.S. Securities and Exchange Commission (“SEC”) Registration Statements on Form N-14 (the “Registration Statements”) containing proxy statements/prospectuses.  As exhibits to Part C of the Registration Statements, Registrants would be required to file their respective declarations of trust and/or amendments thereto (“Charter Documents”) in electronic format.  Each Registrant filed its initial N-2 registration statement, including its Charter Documents, with the SEC in paper format, as each Registrant was registered prior to the initiation of EDGAR.  The Registrants are not required to annually update their registration statements because they are registered as closed-end investment companies.  The Registrants have therefore never filed their Charter Documents in electronic format.  In connection with the filing of the Registration Statements, the Registrants would be required to file such Charter Documents pursuant to Rule 102 under Regulation S-T.

The Registrants are requesting that the Division grant them a continuing hardship exemption that would permit the Registrants to not electronically file their Charter Documents as exhibits to the Registration Statements, as such would expose the Registrants to undue burden and expenses.  More specifically, all of the Charter Documents listed on Appendix A are currently maintained only in hard copy and PDF format.  To file the Charter Documents via EDGAR, they would need to be converted to a format usable by the EDGAR system.  This conversion process would create an undue burden and expenses because: (1) the cumulative page count of the Charter Documents is 253 pages (please see Appendix A, attached, for a list of each Charter Document and page count); (2) the PDF versions of the Charter Documents are so old that they cannot can be converted via a computer application and, therefore, each page would need to be manually typed word-for-word, the cost of which would be significant (estimated cost: $3,000); (3) after conversion, legal counsel would need to review all 253 pages word-for-word to ensure that the information was properly converted, which would result in a substantial additional cost (estimated cost: $6,325); and (4) legal counsel and paralegals would then need to work with a printer to prepare each document for filing via EDGAR, which would result in additional costs (estimated cost: $5,000).

Importantly, if shareholders of the Registrants approve the redomestication of each Registrant into a Delaware statutory trust, the Charter Documents would no longer be relevant because each Registrant would be governed by new declarations of trust and bylaws, which would be filed electronically on EDGAR and available to all shareholders.

Based on the foregoing, the Registrants respectfully request that the Division grant them a continuing hardship exemption from electronically filing the Charter Documents and rather permit the Registrants to file the Charter Documents in paper format pursuant to Form SE.  If the Division is not willing to grant a continuing hardship exemption, please do not hesitate to contact me at 713-214-7888 to discuss alternative options or to discuss any questions you may have.

Very truly yours,

/s/ Peter Davidson

Peter Davidson, Esq.

Counsel

Appendix A

Fund

Document

Pages in Document1

Invesco Value Municipal Income Trust (IIM)

Declaration of Trust dated 3/12/1992

36

Amendment to Declaration of Trust dated 7/14/1992

4

Amendment to Declaration of Trust dated 12/21/1998

5 (12 total but 8 are duplicates

Amendment to Declaration of Trust dated 12/20/2001

6 (14 total but 9 are duplicates)

Amendment to Declaration of Trust dated 1/8/2010

4 (13 total but 10 are duplicates)

Amendment to Declaration of Trust dated 5/21/2010

5 (13 total but 9 are duplicates)

Amendment to Declaration of Trust dated 3/16/2011

4 (19 total but 15 are duplicates)

Amendment to Declaration of Trust

5

Total pages IIM: 69

Invesco Municipal Income Opportunities Trust (OIA)

Declaration of Trust dated 6/21/1988

35

Amendment to Declaration of Trust dated 7/21/1988

1

Amendment to Declaration of Trust dated 7/31/1989

1

Amendment to Declaration of Trust dated 10/26/1989

6

Amendment to Declaration of Trust dated 2/26/1993

5 (6 total but 2 are duplicates)

Amendment to Declaration of Trust dated 12/21/1998

4 (11 total but 8 are duplicates)

Amendment to Declaration of Trust dated 12/20/2001

6 (14 total but 9 are duplicates)

Amendment to Declaration of Trust dated 3/23/2010

4 (13 total but 10 are duplicates)

Amendment to Declaration of Trust dated 5/21/2010

5 (13 total but 9 are duplicates)

Amendment to Declaration of Trust dated 3/16/2011

4 (19 total but 15 are duplicates)

Total pages OIA: 71

Invesco Quality Municipal Income Trust (IQI)

Declaration of Trust dated 3/12/1992

35

Amendment to Declaration of Trust dated 7/1/1992

4 (12 total but 9 are duplicates)

Amendment to Declaration of Trust dated 12/21/1998

5 (12 total but 8 are duplicates)

Amendment to Declaration of Trust dated 12/20/2001

6 (14 total but 9 are duplicates)

Amendment to Declaration of Trust dated 1/8/2010

4 (13 total but 10 are duplicates)

Amendment to Declaration of Trust dated 5/21/2010

5 (13 total but 9 are duplicates)

Amendment to Declaration of Trust dated 3/16/2011

4 (19 total but 15 are duplicates)

Total pages IQI: 63

Invesco Van Kampen California Value Municipal Income Trust (VCV)

Amendment to Declaration of Trust dated 10/3/2007

2

Amendment to Declaration of Trust dated 5/19/2010

2

Bylaws dated 12/31/07

6

Total pages VCV: 10

Invesco Van Kampen High Income Trust II (VLT)

Amendment to Declaration of Trust dated 10/3/2007

2

Amendment to Declaration of Trust dated 5/19/2010

2

Bylaws dated 12/31/07

6

Total pages VLT: 10

Invesco Van Kampen Municipal Opportunity Trust (VMO)

Amendment to Declaration of Trust dated 10/3/2007

2

Amendment to Declaration of Trust dated 5/19/2010

2

Bylaws dated 12/31/07

6

Total pages VMO: 10

Invesco Van Kampen Trust for Investment Grade New York Municipals (VTN)

Amendment to Declaration of Trust dated 10/3/2007

2

Amendment to Declaration of Trust dated 5/19/2010

2

Bylaws dated 12/31/07

6

Total pages VTN: 10

Invesco Van Kampen Municipal Trust (VKQ)

Amendment to Declaration of Trust dated 10/3/2007

2

Amendment to Declaration of Trust dated 5/19/2010

2

Bylaws dated 12/31/07

6

Total pages VKQ: 10

TOTAL PAGES: 253

1  Note that all documents are in PDF format and, thus, the number of pages in each document could vary depending on the conversion of the document to Word format, which is required to file via EDGAR.

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PO Box 4333

Houston, TX 77210-4333

11 Greenway Plaza, Suite 2500

Houston, TX 77046

    713 626 1919

www.invesco.com

September 16, 2011

VIA EDGAR

Jeffrey Long

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Re: Invesco Funds — 2011 Financial Report Review

    OPEN END FUNDS

    AIM Counselor Series Trust (Invesco Counselor Series Trust)

    811-09913

    AIM Equity Funds (Invesco Equity Funds)

    811-01424

    AIM Funds Group (Invesco Funds Group

    811-01540

    AIM Growth Series (Invesco Growth Series)

    811-02699

    AIM International Mutual Funds (Invesco International Mutual Funds)

    811-06463

    AIM Investment Funds (Invesco Investment Funds)

    811-05426

    AIM Investment Securities Funds (Invesco Investment Securities Funds)

    811-05686

    AIM Sector Funds (Invesco Sector Funds)

    811-03826

    AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds)

    811-07890

    AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust)

    811-05460

    Short-Term Investments Trust

    811-02729

    Invesco Van Kampen Exchange Fund

    811-02611

    CLOSED-END FUNDS

    Invesco Municipal Income Opportunities Trust II

    811-05793

    Invesco Municipal Income Opportunities Trust III

    811-06052

    Invesco Municipal Income Opportunities Trust

    811-05597

    Invesco Municipal Premium Income Trust

    811-05688

    Invesco Van Kampen Bond Fund

    811-02090

    Invesco Van Kampen Dynamic Credit Opportunities Fund

    811-22043

    Invesco Van Kampen Senior Income Trust

    811-08743

    Invesco Van Kampen Senior Loan Fund

    811-05845

    Invesco Prime Income Trust

    811-05898

    Invesco California Insured Municipal Income Trust

    811-07344

    Invesco California Quality Municipal Securities

    811-07564

    CLOSED-END FUNDS...Continued

    Invesco Insured California Municipal Securities

    811-07111

    Invesco Insured Municipal Bond Trust

    811-06053

    Invesco Insured Municipal Income Trust

    811-06590

    Invesco Insured Municipal Securities

    811-07109

    Invesco Insured Municipal Trust

    811-06434

    Invesco New York Quality Municipal Securities

    811-07562

    Invesco Quality Municipal Income Trust

    811-06591

    Invesco Quality Municipal Investment Trust

    811-06346

    Invesco Quality Municipal Securities

    811-07560

    Invesco Van Kampen Advantage Municipal Income Trust II

    811-07868

    Invesco Van Kampen California Value Municipal Income Trust

    811-07404

    Invesco Van Kampen Massachusetts Value Municipal Income Trust

    811-07088

    Invesco Van Kampen Municipal Opportunity Trust

    811-06567

    Invesco Van Kampen Municipal Trust

    811-06362

    Invesco Van Kampen Ohio Quality Municipal Trust

    811-06364

    Invesco Van Kampen Pennsylvania Value Municipal Income Trust

    811-07398

    Invesco Van Kampen Select Sector Municipal Trust

    811-08000

    Invesco Van Kampen Trust for Insured Municipals

    811-06472

    Invesco Van Kampen Trust for Investment Grade Municipals

    811-06471

    Invesco Van Kampen Trust for Investment Grade New Jersey Municipals

    811-06536

    Invesco Van Kampen Trust for Investment Grade New York Municipals

    811-06537

    Invesco High Yield Investments Fund, Inc.

    811-08044

    Invesco Van Kampen High Income Trust II

    811-05769

Dear Mr. Long:

     This letter is to follow up on our telephone conversation on July 20, 2011, in which we
discussed the comments you provided on the financial statements (and certain related materials)
filed with the U.S. Securities and Exchange Commission (“SEC”) for the open-end and closed-end
Invesco Funds, excluding the variable insurance funds (collectively, the “Registrants” or the
“Invesco Funds”). We have provided our responses below. References in this letter to the views
and beliefs of “the Staff” are to those views and beliefs expressed in your comments regarding the
financial statements of the Invesco Funds. References to “we” or “Invesco” are to Invesco Funds.

Comment 1

     SEC Comment: The Staff asked what affect Ambac Financial Group, Inc.’s Chapter 11
bankruptcy filing in November 2010 had on guarantees or credit enhancements of holdings of the
Invesco Funds, such as the Invesco Van Kampen Select Sector Municipal Trust.

     Invesco Response: By the time Ambac filed for bankruptcy, Invesco had already fully
discounted any value ascribed to Ambac’s guarantees or credit enhancements. Therefore, the Ambac
bankruptcy had a de minimis affect on the valuations of holdings of the Invesco Funds, such as the
Invesco Van Kampen Select Sector Municipal Trust.

Comment 2

     SEC Comment: The Staff noted that in the Management’s Discussion of Fund Performance
section of the Annual Report (“MDFP”) for the Closed-End Funds (“CEFs”), the benchmark returns were
disclosed in some but not in all MDFPs. The Staff suggested that the inclusion of the benchmark
returns be included or excluded consistently across all the MDFPs for the CEFs.

     Invesco
Response: Invesco intends to include benchmark information in all MDFPs for the CEF’s annual report going forward.

Comment 3

     SEC Comment: Regarding the Invesco Insured Municipal Trust, Invesco Insured Municipal
Bond Trust, Invesco California Quality Municipal Securities, and Invesco Van Kampen High Yield
Municipal Fund, the Staff asked why the “Other Expense” line item in each of the Income Statements
for the period-ended February 28, 2011 contains negative amounts.

     Invesco
Response: With respect to the Invesco Insured Municipal Trust, Invesco Insured Municipal Bond Trust, and Invesco California Quality Municipal Securities, “Other Expenses” for the period ended February 28, 2011 included an
adjustment for a change in accounting estimate for professional
services fees during the period. Please note that the financial highlights for these three funds included a footnote disclosing the change in accounting estimates and its impact.

     With respect to the Invesco Van Kampen High Yield Municipal Fund, “Other Expenses” for the period ended February 28, 2011, included an adjustment in accrual balances as a result of a one-time change in fiscal year-end.

Page 2 of 7

Comment 4

     SEC Comment: The Staff commented that the legal expenses related to lawsuits
involving certain CEFs appear to have been excluded from the expense limitation. The Staff
provided the example of Invesco Municipal Premium Income Trust, which reported $502,743 in related
legal expenses during the February 28, 2011 fiscal period and had a contractual expense limit of
1.03% in effect and a higher total expense ratio. The Staff requested the basis for the legal
expenses exclusion from the expense limit. The Staff recommended that such exclusions be clearly
and expressly drafted in the agreement to limit expenses paid by the fund.

     Invesco Response: The parties to the contractual agreement to limit expenses paid by
the Funds are under the common understanding that litigation expenses are one of the types of
expenses that are excluded from the contractual expense limitation as “non-routine or
extraordinary.” Upon the next review of the contract, we will consider clarifying the contract and
make any appropriate changes to the disclosure language accordingly.

Comment 5

     SEC Comment: Regarding the Invesco Van Kampen Dynamic Credit Opportunities Fund, the
Staff requested details about the reimbursement by Van Kampen Advisors, Inc. of $2,209,166 “for an
economic loss due to a trading error” for the year-ended July 31, 2010 as reported in the Fund’s
Annual Report.

     Invesco Response: The predecessor advisor to Invesco Van Kampen Dynamic Credit
Opportunities Fund did not exercise rights offered on a security for the Fund and thus lost out on
an opportunity for which the predecessor advisor paid into the Fund in the amounts disclosed.

Comment 6

     SEC Comment: The Invesco Capital Development Fund held securities with valuations
categorized as level 3. The Staff noted the report did not contain a level 3 roll forward table
from period to period.

     Invesco Response: The disclosure practice is to evaluate the materiality of the
disclosure for each fund and reporting period using quantitative and qualitative factors such as
the percentage and circumstances of level 3 holdings and activity, the type of fund and fund
strategy, historical practice and other information within the report. For the period ended
October 31, 2010, the Fund did not meet the thresholds of the Funds’ internal disclosure policy for
including a level 3 roll forward table.

Comment 7

     SEC Comment: Please explain why expenses of money market fund investments made by
Invesco Commodities Strategy Fund are not reflected in the acquired fund fees and expenses line
item in the November 20, 2010 prospectus fee table.

Page 3 of 7

     Invesco Response: All money market fund investments made by Invesco Commodities
Strategy Fund are made in affiliated money market funds. An amount of the advisory fee charged by Invesco
to Invesco Commodities Strategy Fund is contractually waived to the extent that an advisory fee is
collected from the Invesco affiliated money market fund for these
investments. Therefore, the acquired fund fees after a reduction for
the waiver is reflected in the acquired fund fees and expenses
line item in the Invesco Commodities Strategy Fund. Because the acquired fund fees and expenses,
after the waiver, were less than 1 basis point, they are not reflected in the expense line item in
the November 20, 2010 prospectus fee table.

Comment 8

     SEC Comment: Regarding the Invesco Balanced Risk Allocation Fund and Invesco Van
Kampen Government Securities Fund, the Staff noted that the Income Statements reported realized
gains/losses from swap agreements for the period-ended October 31, 2010. The Staff questioned
whether the principal strategy section of the prospectuses should have a fuller disclosure
regarding the use of swap agreements. Furthermore, the Staff said the MDFP section of each fund
did not include a discussion on the effects and use of swap agreements.

     Invesco Response: Regarding the Invesco Van Kampen Government Securities Fund, the
“performance summary section” in the MDFP for the period-ended September 31, 2010 stated that the
Fund “underperformed the Fund’s broad market/style-specific index due mainly to yield curve
positions, using interest rate swaps and exposure to non-U.S. sovereign guaranteed paper which is
no longer held in the portfolio.” The information was reiterated in the “Market conditions and
your Fund” section of the MDFP: “Its underperformance can be largely attributed to yield curve
positions using interest rate swaps and exposure to non-U.S. sovereign guaranteed paper, both of
which are no longer held in the portfolio.” In consideration of the discontinued use of swap
agreements prior to the period-end and the discussions that existed in the MDFP, we believe the
disclosure was appropriate. Furthermore, the Invesco Van Kampen Government Securities Fund has
since been reorganized into another Invesco Fund and no longer maintains an effective N-1A
prospectus.

     Regarding the Invesco Balanced Risk Allocation Fund, the MDFP for the period-ended October 31,
2010 stated the Fund may invest in swap agreements, including total return swaps. Additional
details concerning the use of swap agreements are disclosed in the Annual Report’s Consolidated
Schedule of Investments listing the swap agreements at the year-end, the Consolidated Statement of
Assets and Liabilities, and the Consolidated Statement of Operations. Furthermore, Note 1.K.
entitled “Swap Agreements” in the Notes to Consolidated Financial Statements provides detailed
explanations and disclosure. Nevertheless, in light of increased industry focus on derivatives, we
are considering adding or modifying language prospectively in the MDFP regarding the use of
derivatives, including swaps, to affect performance.

     We believe that the disclosures in the principal strategy sections of the prospectuses for
both funds, which were reviewed by the SEC examiner, were also appropriate. In light of increased
industry focus on derivatives, however, we are reviewing derivatives disclosures across the Invesco
Funds complex and considering whether modifications or enhancements are appropriate.

Page 4 of 7

Comment 9

     SEC Comment: Regarding the Invesco High Yield Securities Fund and Invesco Van Kampen
High Yield Fund, the Staff believes that the Lipper High Current Yield Bond Funds Index does not
qualify as a broad-based index to be used as a benchmark for these Funds as stated in the “Results
of a $10,000 Investment” line graph in the Annual Reports.

     Invesco Response: Going forward, the Invesco High Yield Securities Fund will use the
Barclays Capital U.S. Corporate High Yield 2% Issuer Cap Index, which is its broad-based index, as
well as the Lipper High Current Yield Bond Fund Index in its “Results of a $10,000 Investment”
chart.

     Note that the Invesco Van Kampen High Yield Fund has been reorganized into another Invesco
Fund and no longer maintains an effective N-1A prospectus.

Comment 10

     SEC Comment: Regarding the return of capital in the Invesco Van Kampen Equity Premium
Income Fund, the Staff sought confirmation that the requirements of Rule 19a-1 under the Investment
Company Act of 1940 were met.

     Invesco Response: We believe the requirements of Rule 19a-1 under the Investment
Company Act of 1940 were met by Invesco Van Kampen Equity Premium Income Fund. Note that the
Invesco Van Kampen Equity Premium Income Fund has been reorganized into another Invesco Fund and no
longer maintains an effective N-1A prospectus.

Comment 11

     SEC Comment: Regarding the Invesco Van Kampen Pennsylvania Tax Free Income Fund, the
Staff noted that the current prospectus states that “[t]he Fund does not purchase securities that
are in default or rated in categories lower than B- by Standard and Poor’s (S&P) or B3 by Moody’s
Investors Service, Inc. (Moody’s) or unrated securities of comparable quality.” The Staff also
noted that the current MDFP states the portfolio composition to be 29.7% in “[n]on-rated
securities.” The Staff requested that we provide an explanation reconciling these two statements.

     Invesco Response: The Fund invests in securities that are rated as B- or above as
well as non-rated securities of comparable quality as determined by Invesco. The 29.7% of
“non-rated securities” as disclosed in the MDFP were deemed to be securities of quality comparable
to B- or above.

Comment 12

     SEC Comment: Regarding the Invesco Van Kampen Pennsylvania Tax Free Income Fund
Annual Report for the period-ended August 31, 2010, the Staff commented that schedule of
investments listed “100.1%” investments in municipal bonds and 93.1% investments in the region of
Pennsylvania. The Staff believes that

Page 5 of 7

the portfolio holdings should be further broken down by industry based on the Staff’s
interpretation of Rule 12-12 of Regulation S-X.

     Invesco Response: The disclosure practice for state-specific municipal funds is to
categorize investments on the Schedule of Investments by the type of investment and the geographic
region of the investment. We also disclose in the MDFP, the portfolio composition categorized by credit sector.

     Nevertheless, we are considering the Staff’s comment to prospectively break down the
investments by industry in the Schedule of Investments.

Comment 13

     SEC Comment: Regarding the Invesco High Yield Securities Fund amended Forms N-SAR and
N-CSR for the period-ended August 31, 2010, the Staff commented on the “errors in the
classification of income and realized gains from investment securities and the change in unrealized
appr

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Skadden,
Arps, Slate, Meagher & Flom llp

155 NORTH WACKER DRIVE

CHICAGO, ILLINOIS
60606

    FIRM/AFFILIATE

OFFICES

BOSTON

    HOUSTON

    LOS ANGELES

February 26,
2010

    NEW YORK

    PALO ALTO

    SAN FRANCISCO

    WASHINGTON, D.C.

WILMINGTON

BEIJING

    BRUSSELS

    FRANKFURT

    HONG KONG

    LONDON

    MOSCOW

    MUNICH

    PARIS

    SÃO PAULO

    SHANGHAI

    SINGAPORE

    SYDNEY

    TOKYO

    TORONTO

    VIENNA

Mr. Larry Greene

Senior Counsel

Securities and Exchange Commission

Office of Investment Management

100 F Street, N.E.

Washington, DC 20549

    RE: Van Kampen Joint Closed-End Fund Proxy

Dear Mr. Greene:

     Thank you for your telephonic comments regarding the preliminary proxy statement filed by the
several Van Kampen closed-end funds (the “Funds”) on January 22, 2010 pursuant to Section 14(a) of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”). On behalf of the Funds, we
have provided our response to your comments below. Where changes were necessary in response to
your comments, they are reflected in the Funds’ definitive proxy statement which will be filed
under the Exchange Act via IDEA on or about February 26, 2010.

    Comment 1

    Please confirm that the type size in the proxy statement meets the requirements of Rule 14a-5 of the Exchange Act.

    Response 1

    The Funds confirm that the type size meets the requirements of Rule 14a-5 of the Exchange Act.

    Comment 2

    With respect to the answer to the fourth Q&A, please supplementally explain by whom the portfolio managers will be
employed after the Transaction.

    Response 2

    The portfolio managers for each of the Funds currently are employees of Van Kampen Asset Management or an affiliate
thereof. Upon consummation of the Transaction, the Funds expect that all such portfolio managers, except the
portfolio managers for Van Kampen Bond Fund and Van Kampen High Income Trust II, will become employees of

1

    Invesco
Advisers or an affiliate thereof and continue to manage the fund that they currently manage. The current portfolio
managers for Van Kampen Bond Fund are not expected to become employees of Invesco Advisers or an affiliate thereof
after the Transaction and thus, it is expected that such Fund will change its portfolio managers upon consummation
of the Transaction to portfolio managers that are currently employed by Invesco Advisers or an affiliate thereof.
With respect to Van Kampen High Income Trust II, it is expected that only one of the two current portfolio managers
will become an employee of Invesco Advisers or an affiliate thereof and continue to manage such Fund. The Funds
note that this information is currently disclosed in the section entitled “Background and the Transaction – Board
Considerations.”

    Comment 3

    In the answer to the fifth Q&A, please clarify the purpose of the second sentence.

    Response 3

    The Funds have clarified the disclosure as requested.

    Comment 4

    Please prominently disclose the second to last sentence in the eighth paragraph in the section entitled
“Introduction – Voting” by use of bold face type.

    Response 4

    The Funds have added bold face type to the sentence referenced as requested.

    Comment 5

    With respect to disclosure in the twelfth paragraph in the section entitled “Introduction – Voting,” please add
disclosure regarding how the Funds intend to treat abstentions and broker non-votes for purposes of an adjournment
of the shareholder meeting.

    Response 5

    The Funds respectfully note that the following disclosure currently appears in the section referenced [emphasis

added]:

In the event a quorum is present at the Meeting but sufficient votes to approve any of the proposals with
respect to one or more funds or
proposals are not received, proxies (including abstentions and broker
non-votes, if any) would be voted in favor of one or more adjournments if
the Meeting of the concerned fund with respect to such proposal to permit
further solicitation of proxies....

    Thus, the Funds have not added any additional disclosure.

    Comment 6

    With respect to the disclosure in the section entitled
“Background and the Transaction – Other Service Providers,”
please confirm that there are no material changes in the
service features to shareholders proposed to be provided by
Invesco that are not currently disclosed.

    Response 6

    The Funds believe that Invesco and its affiliates will provide
similar services to shareholders of each Fund, which the Funds
have disclosed in the section referenced. Thus, the Funds
have not added any additional disclosure.

2

    Comment 7

    With respect to the disclosure in the section entitled
“Background and the Transaction – Other Service Providers,”
please confirm that none of the Funds are subject to ongoing
distribution agreements that would terminate automatically
upon assignment. To the extent that any such ongoing
distribution agreements are impacted by the Transaction,
please add appropriate disclosure to the proxy statement.

    Response 7

    The Van Kampen Senior Loan is the only Fund that is a party to
an ongiong distribution agreement. The Board of Trustees of
such Fund has approved a distribution agreement with an
affiliate of Invesco that is substantially similar to the
distribution agreement that such Fund has with an affiliate of
Van Kampen Asset Management. The Fund has added additional
disclosure to the proxy statement as requested.

    Comment 8

    In the fourth paragraph in the section entitled “Background
and the Transaction,” please delete the following sentence:
“[o]ne condition to the closing of the Transaction is that
clients and/or fund shareholders representing a certain
percentage of total assets transferred to Invesco approve the
proposals related to such investors’ participation in the
Transaction.”

    Response 8

    The Funds respectfully acknowledge the comment, but believe
that the disclosure referenced presents material information
regarding the Transaction that a shareholder of the Funds
should know. Thus, the Funds opt to retain the disclosure,
although the Funds have revised such disclosure to be more
clear.

    Comment 9

    In the first paragraph in the section entitled “Background and
the Transaction – Invesco and its Affiliates,” please revise
the disclosure regarding Invesco to be less promotional.

    Response 9

    The Funds have revised the disclosure as requested.

    Comment 10

    In the section entitled “Background and the Transaction –
Section 15(f) of the 1940 Act,” please add disclosure that the
consummation of the Transaction will constitute a change of
control and an assignment of the investment advisory contracts
for the Funds.

    Response 10

    The Funds have added the disclosure as requested.

    Comment 11

    With respect to board consideration 5 disclosed in the section
entitled “Background and the Transaction – Board
Considerations,” please add disclosure regarding any
exceptions or expenses that would not be included in the
two-year contractual guaranty that will limit the total
expense ratio of each Fund to such Fund’s total expense ratio
prior to the Transaction.

    Response 11

    The Funds have added disclosure as requested.

3

    Comment 12

    With respect to board consideration 7 disclosed in the section
entitled “Background and the Transaction – Board
Considerations,” please supplementally advise the Staff
whether there are any “interested trustees” within the meaning
of Section 2(a)(19) of the Investment Company Act of 1940, as
amended (the “1940 Act”) and if so, whether the percentage of
such interested trustees meets requirements of Section 15(f)
of the 1940 Act.

    Response 12

    Of the current ten Van Kampen Trustees for the Funds, one
trustee is an “interested” person within the meaning of
Section 2(a)(19) of the 1940 Act. As disclosed in the section
of the proxy statement entitled “Background and the
Transaction – Board Considerations,” it is anticipated that,
upon the later of the closing of the Transaction or
shareholder approval of a Fund’s new investment advisory
agreements, the Van Kampen Board of Trustees would expand to
include one additional trustee representing Invesco senior
management, who would also be an “interested” person within
the meaning of Section 2(a)(19) of the 1940 Act. The Funds
believe that having two out of eleven trustees who are
“interested” persons meets the requirement of Section 15(f)
that, during the three-year period immediately following
consummation of the Transaction, at least 75% of the funds’
board of trustees not be “interested” persons of the
investment adviser or the predecessor adviser.

    Comment 13

    With respect to the section of the proxy statement entitled
“Proposal 1: Approval of Investment Advisory Agreement
(Including a Master Sub-Advisory Agreement),” please
supplementally explain under what authority the Funds are
proceeding without obtaining separate shareholder approval of
each of the Master Sub-Advisory Agreement and the new
investment advisory agreements.

    Response 13

    The Funds respectfully believe that the proposal to approve
the Master Sub-Advisory Agreement is inextricably intertwined
with the approval of the new investment advisory agreement.
However, the Funds acknowledge the Staff’s comment and have
changed the heading “Proposal 1: Approval of Investment
Advisory Agreement (Including a Master Sub-Advisory Agreement”
to “Proposal 1(a): Approval of Investment Advisory Agreement
and Proposal 1(b): Approval of a Master Sub-Advisory
Agreement.” The Funds have also revised disclosure throughout
the proxy statement and on the proxy card so that shareholders
will have to vote on each agreement separately.

    Comment 14

    With respect to the section of the proxy statement entitled
“Proposal 1: Approval of Investment Advisory Agreement
(Including a Master Sub-Advisory Agreement),” please delete
disclosure that states that shareholder approval of the new
investment advisory agreement constitutes approval of the
Master Sub-Advisory Agreement.

4

    Response 14

    The Funds have deleted the disclosure as requested.

    Comment 15

    In the section entitled “Proposal 1: Approval of Investment
Advisory Agreement (Including a Master Sub-Advisory Agreement)
– Current Advisory Agreements – Terms of the Current Advisory
Agreements – Fees,” please list the specific investment
advisory fees for each Fund.

    Response 15

    The Funds have added the list of investment advisory fees of
each Fund to the section referenced as requested.

    Comment 16

    With respect to the disclosure in the fourth paragraph in the
section entitled “Proposal 1: Approval of Investment Advisory
Agreement (Including a Master Sub-Advisory Agreement) – New
Advisory Agreements – Delegation to subadvisers,” please
supplementally advise the Staff how the Funds intend to
provide notice to shareholders of any changes to investment
subadvisers and/or portfolio managers.

    Comment 16

    In the event that a new investment subadviser and/or a new
portfolio manager were added to the management of a Fund, the
affected Fund intends to issue a press release announcing such
change, which is consistent with the Funds’ current practice.
In addition, the Funds would expect to include such disclosure
in a Fund’s next issued annual or semi-annual report.

    Comment 17

    Please add disclosure regarding any change in operations or
shareholder rights as a result of the change in state law
governing the Funds’ investment advisory agreement.

    Response 17

    The Funds do not believe that there are any changes that would
materially affect a shareholder as a result of the change in
state law governing a Fund’s investment
advisory agreement. The Funds believe that the current disclosure describes the
material differences between the terms of the new investment advisory agreements and
the terms of the current investment advisory agreements and thus, the Funds have not
added additional disclosure.

    Response 18

    In the following sentence in the section
entitled “Proposal 1:
Approval of Investment Advisory Agreement (Including a Master
Sub-Advisory Agreement) – New Advisory Agreements – Terms of
the Master Sub-Advisory Agreement,” please describe whether
the underlined word “monthly” denotes that the fee will be
determined at the end of each month: “The Sub-Advisory
Agreement for each Fund provides that, to the extent an
Affiliated Sub-Adviser manages a portion of a Fund’s
investments, the fee that Invesco Advisers will pay such
Affiliated Sub-Adviser, computed daily and paid monthly, will
equal (i) 40% of the monthly compensation that Invesco
Advisers receives from the applicable Fund pursuant to its
advisory agreement with such Fund, multiplied by (ii) a
fraction equal to the net assets of such Fund as to which the
Affiliated Sub-Adviser shall have provided

5

    discretionary
investment management services for that month divided by the
net assets of such Fund for that month.”

    Response 18

    The Funds respectfully acknowledge your comment however, the
Funds note that the disclosure referenced currently states
that such fee will be computed daily and paid monthly. Thus,
the Funds do not believe that additional disclosure is
necessary.

    Comment 19

    Please include on the proxy card a means by which shareholders
may abstain from voting on each proposal.

    Response 19

    The Funds have revised the proxy card as requested.

*                      *                      *

          In connection with the effectiveness of the definitive proxy statement, the Funds acknowledge
that the disclosure included in the definitive proxy statement is the responsibility of the Funds.
The Funds further acknowledge that the action of the Commission or the staff acting pursuant to
delegated authority in reviewing the preliminary proxy statement does not relieve the Funds from
their full responsibility for the adequacy and accuracy of the disclosures in the definitive proxy
statement; and that the Funds will not assert this action as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

          Should you have any questions concerning our responses to your comments, please direct them to
Stefanie Chang Yu at (212) 296-6970 the undersigned at (312) 407-0863.

Sincerely,

/s/ Charles B. Taylor

6

CORRESP
1
filename1.htm

  SIDLEY
  AUSTIN LLP

  787 SEVENTH AVENUE

  NEW YORK, NY 10019

  (212) 839 5300

  (212) 839 5599 FAX

  BEIJING

  BRUSSELS

  CHICAGO

  DALLAS

  FRANKFURT

  GENEVA

  HONG KONG

  LONDON

  LOS
  ANGELES

  NEW YORK

  SAN FRANCISCO

  SHANGHAI

  SINGAPORE

  SYDNEY

  TOKYO

  WASHINGTON, D.C.

  FOUNDED
  1866

October 9, 2009

Elizabeth G. Osterman

Associate Director, Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Dear Ms. Osterman:

We
have filed on October 9, 2009 a Third Amended and Restated Application
(the “Third Amended Application”), including changes in response to comments
received from the staff (the “Staff”) of the Securities Exchange Commission
(the “Commission”) to the second amended and restated application on behalf of
Morgan Stanley Investment Advisors Inc. et al. (the “Applicants”)
filed on August 7, 2009, file no. 812-13656 (the “Second Amended
Application”).  You provided us with your
comments by letter dated September 30, 2009, and the Commission issued a
notice of the filing of the application on October 6, 2009.  As we agreed, we are submitting this filing
to reflect changes previously agreed to in draft form.  For your convenience, we have set forth below
the comments received and indicated the responses to them.  Capitalized terms used but not defined herein
have the meanings ascribed to them in the Third Amended Application.  The following summary addresses each comment
in turn by number.  Page references
below are to the unmarked copy of the Third Amended Application, as filed with
the Commission.  We have also included
for your convenience page references to the copy of the Third Amended
Application marked against the Second Amended Application (the “marked copy”),
which we have filed with this letter and sent in PDF format to the Staff under
separate cover.

Comment
1:           In the
second sentence of the carryover paragraph at the bottom of page 10,
please insert “executed” prior to “on a principal basis.”

The
Applicants have made the requested change, which appears on page 10 (page 10
of the marked copy).

Comment
2:           In footnote
3 on page 12, please replace “such Fund involving the opposite Trading
Entity” with “such MS Fund involving the Citi Trading Entity or by such Citi
Fund involving the MS Trading Entity.”

The
Applicants have made the requested change, which appears in footnote 3 on page 12
(page 12 of the marked copy).

Sidley
Austin LLP is a limited liability partnership practicing in affiliation with
other Sidley Austin partnerships

Comment
3:           In the carryover
sentence at the top of page 18, please replace “LLC Agreement” with “MSSB’s
limited liability company agreement,” if accurate.

The
Applicants have made the requested change, which appears on page 18 (page 18
of the marked copy).

Comment
4:           Please replace
the penultimate sentence of the full paragraph on page 19 with the
following:  “None of the Funds will
engage in portfolio transactions with MSSB.”

The
Applicants have made the requested change, which appears on page 19 (page 20
of the marked copy).

Comment
5:           In the
second sentence of the carryover paragraph on the bottom of page 24, if
accurate, please delete “MS” prior to “Funds” both times it appears and insert “or
the MS Trading Entity, as applicable,” following “Citi Trading Entity.”

The
Applicants have made the requested change, which appears on page 24 (pages 24-25
of the marked copy).

Comment
6:           In the last
full sentence on page 26, please delete “, and other types of,.”

The
Applicants have made the requested deletion, which appears on page 26 (page 27
of the marked copy).

Comment
7:           In the first
sentence of the carryover paragraph on the bottom of page 31, please
replace “may” prior to “otherwise” with “might” in order to conform with the
text of the conditions.  Similarly, in
the first sentence of the second full paragraph on page 32, please replace
“would” prior to “otherwise” with “might.”

The
Applicants have made the requested changes, which appear on pages 31 and
32 (pages 31 and 33 of the marked copy).

Comment
8:           In the
second full paragraph on page 37, please replace “exclusively” with “solely.”

The
Applicants have made the requested change, which appears on page 37 (page 37
of the marked copy).

Comment
9:           In the
second sentence of the first paragraph on page 40, please delete “operate
and, after the Joint Venture” as well as the comma prior to “independently.”

The
Applicants have made the requested deletion, which appears on page 40 (page 40
of the marked copy).

2

Comment
10:         Please
replace the text of footnote 24 on page 49 with the following:  “MSSB may act as principal underwriter with
respect to certain newly organized closed-end MS Funds; however, such role will
cease at the time the syndicate terminates and prior to any transactions by
such MS Funds involving the Citi Trading Entity.”

The
Applicants have made the requested change, which appears in footnote 24 on page 49
(page 49 of the marked copy).

Comment
11:         Please
replace the text of footnote 25 on page 49 with the following:  “MSSB may act as principal underwriter with
respect to certain newly organized closed-end Citi Funds; however, such role
will cease at the time the syndicate terminates and prior to any transactions
by such Citi Funds involving the MS Trading Entity.”

The
Applicants have made the requested change, which appears in footnote 25 on page 49
(page 50 of the marked copy).

Comment
12:         In condition
A(5) on page 50, please insert “directly or indirectly” prior to “seek
to influence.”

The
Applicants have made the requested insertion, which appears on page 50 (page 51
of the marked copy).

Comment
13:         To avoid
confusion with the statutory term “Required Majority,” please replace the
defined term “Required Majority” with “Necessary Majority” in the first sentence
of condition B(1) on page 52 and throughout the application.  Also, in the same sentence, please delete “or
their designee.”

The
Applicants have made the requested changes, which appear on pages 52 and
56 (pages 53 and 57 of the marked copy).

Comment
14:         In the last
sentence of condition B(1) on page 53, please replace “and a
determination that legitimate reasons exist for such changes” with the
following:  “the reasons for these
changes, and a determination that such changes are legitimate.” Please make a
similar revision to the corresponding discussion on page 39.

The
Applicants have made the requested changes, which appear on pages 53 and
39 (pages 53 and 39-40 of the marked copy).

Comment
15:         In condition
B(6)(b) on page 56, please delete “proposed to be.” Please make a
similar revision to the corresponding discussion on page 45.

The
Applicants have made the requested deletions, which appear on pages 56 and
45 (pages 57 and 45 of the marked copy).

3

Comment
16:         In condition
B(8) on page 58, please replace “their participation” with “the
participation by the Fund and the Trading Entity.” In addition, please replace “the
Trading Entity and the Fund” following “between” with “the Fund and the Trading
Entity.” Please make similar revisions to the corresponding discussion on page 31.

The
Applicants have made the requested changes, which appear on pages 58 and
31 (pages 59 and 31 of the marked copy).

Comment
17:         In condition
B(9) on page 59, please delete “knowingly.”

The
Applicants have made the requested deletion, which appears on page 59 (page 60
of the marked copy).

Comment
18:   In the
carryover sentence at the top of page 60, please replace “absent” with “and
without.”

The
Applicants have made the requested change, which appears on page 60 (page 61
of the marked copy).

  Very truly yours,

  /s/ Brian M. Kaplowitz

  Brian M. Kaplowitz

4

Before the

SECURITIES AND EXCHANGE COMMISSION

SECONDTHIRD AMENDED AND RESTATED
APPLICATION FOR AN ORDER PURSUANT TO SECTIONS 6(C) AND 17(B) OF THE
INVESTMENT COMPANY ACT OF 1940 EXEMPTING CERTAIN TRANSACTIONS FROM THE
PROVISIONS OF SECTION 17(A) OF THE ACT AND PURSUANT TO SECTION 17(D) OF
THE ACT AND RULE 17D-1 THEREUNDER PERMITTING CERTAIN TRANSACTIONS

In the matter of application of

MORGAN STANLEY INVESTMENT MANAGEMENT INC.

MORGAN STANLEY INVESTMENT ADVISORS INC.

VAN KAMPEN ASSET MANAGEMENT

MORGAN STANLEY & CO. INCORPORATED

MORGAN STANLEY BALANCED FUND

MORGAN STANLEY U.S. GOVERNMENT MONEY MARKET TRUST

MORGAN STANLEY DIVIDEND GROWTH SECURITIES INC.

MORGAN STANLEY NATURAL RESOURCE DEVELOPMENT SECURITIES INC.

MORGAN STANLEY SPECIAL GROWTH FUND

MORGAN STANLEY GLOBAL DIVIDEND GROWTH SECURITIES

MORGAN STANLEY LIMITED TERM MUNICIPAL TRUST

MORGAN STANLEY TECHNOLOGY FUND

MORGAN STANLEY SMALL-MID SPECIAL VALUE FUND

MORGAN STANLEY GLOBAL ADVANTAGE FUND

MORGAN STANLEY LIMITED DURATION U.S. GOVERNMENT TRUST

ACTIVE ASSETS CALIFORNIA TAX-FREE TRUST

ACTIVE ASSETS GOVERNMENT SECURITIES TRUST

ACTIVE ASSETS INSTITUTIONAL GOVERNMENT SECURITIES TRUST

ACTIVE ASSETS INSTITUTIONAL MONEY TRUST

ACTIVE ASSETS MONEY TRUST

ACTIVE ASSETS TAX-FREE TRUST

MORGAN STANLEY EQUALLY-WEIGHTED S&P 500 FUND

MORGAN STANLEY SERIES FUNDS

MORGAN STANLEY HEALTH SCIENCES TRUST

MORGAN STANLEY SPECIAL VALUE FUND

MORGAN STANLEY STRATEGIST FUND

MORGAN STANLEY HIGH YIELD SECURITIES INC.

MORGAN STANLEY INTERNATIONAL VALUE EQUITY FUND

MORGAN STANLEY LIQUID ASSET FUND INC.

MORGAN STANLEY MID-CAP VALUE FUND

MORGAN STANLEY S&P 500 INDEX FUND

MORGAN STANLEY CONVERTIBLE SECURITIES TRUST

MORGAN STANLEY FUNDAMENTAL VALUE FUND

1

MORGAN STANLEY MID CAP GROWTH FUND

MORGAN STANLEY PRIME INCOME TRUST

MORGAN STANLEY VALUE FUND

MORGAN STANLEY EUROPEAN EQUITY FUND INC.

MORGAN STANLEY FLEXIBLE INCOME TRUST

MORGAN STANLEY INTERNATIONAL FUND

MORGAN STANLEY MORTGAGE SECURITIES TRUST

MORGAN STANLEY PACIFIC GROWTH FUND INC.

MORGAN STANLEY CAPITAL OPPORTUNITIES TRUST

MORGAN STANLEY REAL ESTATE FUND

MORGAN STANLEY CALIFORNIA TAX-FREE DAILY INCOME TRUST

MORGAN STANLEY CALIFORNIA TAX-FREE INCOME FUND

MORGAN STANLEY FOCUS GROWTH FUND

MORGAN STANLEY FX SERIES FUNDS

MORGAN STANLEY NEW YORK MUNICIPAL MONEY MARKET TRUST

MORGAN STANLEY NEW YORK TAX-FREE INCOME FUND

MORGAN STANLEY SELECT DIMENSIONS INVESTMENT SERIES

MORGAN STANLEY TAX-EXEMPT SECURITIES TRUST

MORGAN STANLEY TAX-FREE DAILY INCOME TRUST

MORGAN STANLEY U.S. GOVERNMENT SECURITIES TRUST

MORGAN STANLEY GLOBAL INFRASTRUCTURE FUND

MORGAN STANLEY VARIABLE INVESTMENT SERIES

MORGAN STANLEY MUNICIPAL INCOME OPPORTUNITIES TRUST II

MORGAN STANLEY MUNICIPAL INCOME OPPORTUNITIES TRUST III

MORGAN STANLEY MUNICIPAL INCOME OPPORTUNITIES TRUST

 MORGAN STANLEY MUNICIPAL PREMIUM
INCOME TRUST

MORGAN STANLEY INCOME SECURITIES INC.

MORGAN STANLEY CALIFORNIA INSURED MUNICIPAL INCOME TRUST

 MORGAN STANLEY CALIFORNIA
QUALITY MUNICIPAL SECURITIES

MORGAN STANLEY INSURED CALIFORNIA MUNICIPAL SECURITIES

MORGAN STANLEY INSURED MUNICIPAL BOND TRUST

MORGAN STANLEY INSURED MUNICIPAL INCOME TRUST

 MORGAN STANLEY INSURED MUNICIPAL
SECURITIES

MORGAN STANLEY INSURED MUNICIPAL TRUST

MORGAN STANLEY NEW YORK QUALITY MUNICIPAL SECURITIES

MORGAN STANLEY QUALITY MUNICIPAL INCOME TRUST

MORGAN STANLEY QUALITY MUNICIPAL INVESTMENT TRUST

 MORGAN STANLEY QUALITY MUNICIPAL
SECURITIES

MORGAN STANLEY INSTITUTIONAL FUND TRUST

MORGAN STANLEY INSTITUTIONAL LIQUIDITY FUNDS

MORGAN STANLEY INSTITUTIONAL FUND, INC.

THE UNIVERSAL INSTITUTIONAL FUNDS, INC.

MORGAN STANLEY EMERGING MARKETS DOMESTIC DEBT FUND, INC.

THE TURKISH INVESTMENT FUND, INC.

MORGAN STANLEY ASIA-PACIFIC FUND, INC.

MORGAN STANLEY CHINA “A” SHARE FUND, INC.

2

MORGAN STANLEY EASTERN EUROPE FUND, INC.

MORGAN STANLEY EMERGING MARKETS DEBT FUND, INC.

MORGAN STANLEY EMERGING MARKETS FUND, INC.

MORGAN STANLEY GLOBAL OPPORTUNITY BOND FUND, INC.

MORGAN STANLEY HIGH YIELD FUND, INC.

MORGAN STANLEY INDIA INVESTMENT FUND, INC.

MORGAN STANLEY FRONTIER EMERGING MARKETS FUND, INC.

THE LATIN AMERICAN DISCOVERY FUND, INC.

THE MALAYSIA FUND, INC.

THE THAI FUND, INC.

VAN KAMPEN EQUITY TRUST

VAN KAMPEN MONEY MARKET FUND

VAN KAMPEN CAPITAL GROWTH FUND

VAN KAMPEN TAX FREE MONEY FUND

VAN KAMPEN SERIES FUND, INC.

VAN KAMPEN SENIOR LOAN FUND

VAN KAMPEN CORPORATE BOND FUND

VAN KAMPEN EQUITY TRUST II

VAN KAMPEN HIGH YIELD FUND

VAN KAMPEN TRUST

VAN KAMPEN PARTNERS TRUST

VAN KAMPEN RETIREMENT STRATEGY TRUST

VAN KAMPEN GOVERNMENT SECURITIES FUND

VAN KAMPEN PENNSYLVANIA TAX FREE INCOME FUND

VAN KAMPEN TAX FREE TRUST

VAN KAMPEN TRUST II

VAN KAMPEN GROWTH AND INCOME FUND

VAN KAMPEN TAX-EXEMPT TRUST

VAN KAMPEN COMSTOCK FUND

VAN KAMPEN ENTERPRISE FUND

VAN KAMPEN EQUITY AND INCOME FUND

VAN KAMPEN EXCHANGE FUND

VAN KAMPEN HARBOR FUND

VAN KAMPEN LIFE INVESTMENT TRUST

VAN KAMPEN LIMITED DURATION FUND

VAN KAMPEN REAL ESTATE SECURITIES FUND

VAN KAMPEN U.S. GOVERNMENT TRUST

VAN KAMPEN SENIOR INCOME TRUST

VAN KAMPEN ADVANTAGE MUNICIPAL INCOME TRUST  II

 VAN KAMPEN CALIFORNIA VALUE
MUNICIPAL INCOME TRUST

VAN KAMPEN DYNAMIC CREDIT OPPORTUNITIES FUND

VAN KAMPEN MASSACHUSETTS VALUE MUNICIPAL INCOME TRUST

 VAN KAMPEN MUNICIPAL OPPORTUNITY
TRUST

VAN KAMPEN MUNICIPAL TRUST

VAN KAMPEN OHIO QUALITY MUNICIPAL TRUST

VAN KAMPEN PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST

3

VAN KAMPEN SELECT SECTOR MUNICIPAL TRUST

 VAN KAMPEN TRUST FOR INSURED
MUNICIPALS

VAN KAMPEN TRUST FOR INVESTMENT GRADE MUNICIPALS

VAN KAMPEN TRUST FOR INVESTMENT GRADE NEW JERSEY MUNICIPALS

VAN KAMPEN TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS

VAN KAMPEN BOND FUND

VAN KAMPEN HIGH INCOME TRUST II

CITIGROUP ALTERNATIVE INVESTMENTS LLC

CITIGROUP GLOBAL MARKETS INC.

CITIGROUP GLOBAL MARKETS LIMITED

CITIGROUP FINANCIAL PRODUCTS INC.

CITIBANK, N.A.

CITIBANK CANADA

CITIBANK INTERNATIONAL PLC

LMP CORPORATE LOAN FUND INC.

File No. 812-13656

August 7,October 9, 2009

Copies to:

  Stefanie V. Chang
  Yu, Esq.

  Marianna Maffucci

  Morgan Stanley Investment
  Management Inc.

  Citigroup Global Markets
  Inc.

  522 Fifth Avenue

  388 Greenwich Street, 17th Floor

  New York, New York 10036

  New York, New York 10013

  Communications, copies and notice to:

  Brian M.
  Kaplowitz, Esq.

  Nora M. Jordan, Esq.

  Sidley Austin LLP

  Davis Polk &
  Wardwell

  787 Seventh Avenue

  450 Lexington Avenue

  New York, New York 10019

  New York, New York 10017

This Application consists of 89 pages (including Exhibits),

which have been numbered sequentially.

4

TABLE OF CONTENTS

  I.

  Summary of Application

  9

  II.

  Description of the
  Applicants

  12

  A.

  The Funds

  12

  B.

  The Advisers

  13

  C.

  The Trading Entities

  14

  III.

  The Joint Venture

  15

  A.

  Ownership of the Joint
  Venture

  15

  B.

  The Contributed Businesses

  16

  C.

  Governance of the Joint
  Venture

  17

  IV.

  Separation Between the MS
  Entities and the Citi Entities

  18

  V.

  Consolidation in the
  Financial Services Industry

  22

  VI.

  The Securities
  Transactions

  26

  A.

  The Securities
  Transactions Generally

  26

  B.

  Joint Transactions

  28

  VII.

  Relevant Provisions and
  Relief Requested

  33

  A.

  Relevant Provisions

  33

  B.

  Authority for the Order

  36

  C.

  Relief Requested

  37

  VIII.

  Rationale for Relief

  38

  IX.

  Precedent

  46

  X.

  Applicants’ Conditions

  49

  A.

  Structural

  49

  B.

  Transactional

  53

  XI.

  Conclusion

  60

  XII.

  Procedural Matters

  61

5

UNITED STATES OF AMERICA

before the

SECURITIES AND EXCHANGE COMMISSION

  x

  In the Matter of

  :

  :

  Morgan Stanley Investment
  Management Inc.

  :

   Application for an order pursuant to Sections
  6(c) and 17(b) of the Investment Company Act of 1940 exempting
  certain transactions from the provisions of Sections 17(a) of the Act
  and pursuant t