Report of Independent Registered Public Accounting Firm
To the Board of Trustees and Shareholders of Invesco Quality Municipal Income Trust
In planning and performing our audit of the financial statements of Invesco Quality Municipal Income Trust (the Trust) as of and for the year ended February 28, 2023, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), we considered the Trusts internal control over financial reporting, including controls over safeguarding securities, as a basis for designing our auditing procedures for the purpose of expressing our opinion on the financial statements and to comply with the requirements of Form N-CEN, but not for the purpose of expressing an opinion on the effectiveness of the Trusts internal control over financial reporting. Accordingly, we do not express an opinion on the effectiveness of the Trusts internal control over financial reporting.
The management of the Trust is responsible for establishing and maintaining effective internal control over financial reporting. In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of controls. A companys internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of a companys assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
A deficiency in internal control over financial reporting exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the companys annual or interim financial statements will not be prevented or detected on a timely basis.
Our consideration of the Trusts internal control over financial reporting was for the limited purpose described in the first paragraph and would not necessarily disclose all deficiencies in internal control over financial reporting that might be material weaknesses under standards established by the PCAOB. However, we noted no deficiencies in the Trusts internal control over financial reporting and its operation, including controls over safeguarding securities, that we consider to be a material weakness as defined above as of February 28, 2023.
PricewaterhouseCoopers LLP, 1000 Louisiana St., Suite 5800, Houston, TX 77002
T: (713) 356 4000, www.pwc.com/us
This report is intended solely for the information and use of the Board of Trustees of Invesco Quality Municipal Income Trust and the Securities and Exchange Commission and is not intended to be and should not be used by anyone other than these specified parties.
April 21, 2023
2
INVESCO QUALITY MUNICIPAL INCOME TRUST
AMENDMENT NO. 1
TO THE STATEMENT OF PREFERENCES
OF
VARIABLE RATE MUNI TERM PREFERRED SHARES (VMTP SHARES), DATED
OCTOBER 8, 2020
(THE STATEMENT OF PREFERENCES)
WHEREAS, pursuant to authority expressly vested in the Board of Trustees of Invesco Quality Municipal Income Trust (the Fund) by Section 2.1 of the Amended and Restated Agreement and Declaration of Trust of the Fund, dated as of September 20, 2022, the Board of Trustees of the Fund may transact the Funds affairs with respect to the shares of beneficial interest of the Fund;
WHEREAS, the Board of Trustees has determined that it is the best interest of the Fund to (1) extend the Term Redemption Date of the Series 2020/2023-IQI VMTP Shares to December 1, 2025, and (2) to change the Ratings Spread applicable to such shares, and has approved such changes;
WHEREAS, these changes have been consented to in writing by the sole shareholder of the Funds Outstanding Series 2020/2023-IQI VMTP Shares; and
NOW THEREFORE, the undersigned officer of the Fund hereby certifies as follows:
1. The Board of Trustees of the Fund has adopted resolutions to (1) extend the Term Redemption Date of the Series 2020/2023-IQI VMTP Shares to December 1, 2025, and (2) change the Ratings Spread applicable to such VMTP Shares.
2. The definition of Term Redemption Date in the Statement of Preferences is deleted in its entirety and replaced with the following:
Term Redemption Date means December 1, 2025 or such later date to which the Term Redemption Date may be extended in accordance with Section 10(b)(i)(A) of this Statement of Preferences.
3. The definition of Ratings Spread in the Statement of Preferences is deleted in its entirety and replaced with the following:
Ratings Spread means, with respect to any Rate Period for any Series of VMTP Shares, the percentage per annum set forth opposite the highest applicable credit rating assigned to such Series, unless the lowest applicable credit rating is at or below A+/A1, in which case it means the percentage per annum set forth opposite the lowest applicable credit rating assigned to such Series, by either Moodys (if Moodys is then rating the VMTP Shares at the request of the Fund), Fitch (if Fitch is then rating the VMTP Shares at the request of the Fund) or an Other Rating Agency (if an Other Rating Agency is then rating the VMTP Shares at the request of the Fund) in the table below on the Rate Determination Date for such Rate Period:
Fitch* |
Percentage | |||
AAA to AA- |
1.00 | % | ||
A+** |
1.35 | %** | ||
A** |
1.75 | %** | ||
A- |
1.90 | % | ||
BBB+ to BBB- |
2.85 | % | ||
Non-investment grade or NR |
3.90 | % |
* | And/or the equivalent ratings of Moodys and/or an Other Rating Agency then rating the VMTP Shares at the request of the Fund. |
** | During a Ratings Spread Transition Period, the Percentage shall be 1.35% during such Ratings Spread Transition Period, and thereafter shall be 1.75% until the Fitch rating on the VMTP Shares (and/or the equivalent ratings of Moodys and/or an Other Rating Agency then rating the VMTP Shares at the request of the Fund) changes, at which point the Percentage shall be in accordance with the table above. |
4. Any capitalized terms used herein but not defined herein shall have the meanings given to such capitalized terms in the Statement of Preferences.
5. Except as amended hereby, the Statement of Preferences remains in full force and effect.
6. An original copy of this amendment shall be lodged with the records of the Fund and filed in such places as the Board of Trustees deems appropriate.
[Signature Page Follows]
Dated this day of November, 2022
INVESCO QUALITY MUNICIPAL INCOME TRUST | ||
By: | /s/ Amanda Roberts | |
Name: Amanda Roberts | ||
Title: Assistant Secretary |
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