Variable Rate Muni Term Preferred Shares Purchase Agreement Invesco Van Kampen Pennsylvania Value Municipal Income Trust as Issuer and RBC CAPITAL MARKETS, LLC as Purchaser May 10, 2012


		EXHIBIT 99.4

Variable Rate Muni Term Preferred Shares Purchase Agreement

Invesco Xxx Xxxxxx Pennsylvania Value Municipal Income Trust

as Issuer

and

RBC CAPITAL MARKETS, LLC

as Purchaser

May 10, 2012

TABLE OF CONTENTS


	Page
ARTICLE I DEFINITIONS		1

SECTION 1.01. Definitions		1
SECTION 1.02. Certain Other Definitions		6

ARTICLE II PURCHASES AND TRANSFERS, COSTS AND EXPENSES; ADDITIONAL FEE		6

SECTION 2.01. Commitment to Purchase VMTP Shares		6
SECTION 2.02. Sale of VMTP Shares		6
SECTION 2.03. Expense Reimbursement		8

ARTICLE III CLOSING		8

SECTION 3.01. Conditions to Closing		8

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE FUND		10

SECTION 4.01. Existence		10
SECTION 4.02. Authorization; Contravention		10
SECTION 4.03. Binding Effect		10
SECTION 4.04. Financial Information		11
SECTION 4.05. Litigation		11
SECTION 4.06. Consents		11
SECTION 4.07. Information Statement		11
SECTION 4.08. Offering of VMTP Shares		11
SECTION 4.09. Complete and Correct Information		12
SECTION 4.10. 1940 Act Registration		12
SECTION 4.11. Effective Leverage Ratio; Minimum Asset Coverage		12
SECTION 4.12. Investment Policies		12
SECTION 4.13. Credit Quality		12
SECTION 4.14. Due Diligence		12
SECTION 4.15. Intent to Issue Equity		12

ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE PURCHASER		13

SECTION 5.01. Existence		13
SECTION 5.02. Authorization; Contravention		13
SECTION 5.03. Binding Effect		13
SECTION 5.04. Consents		13
SECTION 5.05. Due Diligence		13
SECTION 5.06. Intent to Purchase Equity		14
SECTION 5.07. Investment Purpose		14
SECTION 5.08. Underwriter Status		14

ARTICLE VI COVENANTS OF THE FUND		14

SECTION 6.01. Future Agreements		14
SECTION 6.02. No Setoff		15


SECTION 6.03. Merger Expenses			15
SECTION 6.04. Tax Opinion			15
SECTION 6.05. Tax Reporting			15

ARTICLE VII COVENANTS OF THE PURCHASER			16

SECTION 7.01. Voting Rights			16
SECTION 7.02. Tax Treatment			18
SECTION 7.03. Prior Consent			18

ARTICLE VIII MISCELLANEOUS			19

SECTION 8.01. Notices			19
SECTION 8.02. No Waivers			20
SECTION 8.03. Expenses and Indemnification			21
SECTION 8.04. Amendments and Waivers			23
SECTION 8.05. Successors and Assigns			23
SECTION 8.06. Term of this Agreement			23
SECTION 8.07. Governing Law			23
SECTION 8.08. Waiver			23
SECTION 8.09. Counterparts			23
SECTION 8.10. Beneficiaries			24
SECTION 8.11. Entire Agreement			24
SECTION 8.12. Severability			24
SECTION 8.13. Confidentiality			24
SECTION 8.14. General			26


Schedule I	—	Description of VMTP Shares
Schedule II	—	Litigation
Schedule III	—	Calculation of Effective Leverage Ratio and the Minimum Asset Coverage
Exhibit A	—	Forms of Opinions of Counsel for the Fund
Exhibit A-1	—	Form of Corporate and 1940 Act Opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP
Exhibit A-2	—	Form of Opinion of Pennsylvania Counsel to the Fund
Exhibit A-3	—	Form of Tax Opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP
Exhibit A-4	—	Form of Opinion of Counsel of the Redemption and Paying Agent
Exhibit B	—	Forms of Related Documents
Exhibit B-1	—	Form of Certificate of Designation
Exhibit B-2	—	Form of Voting Trust Agreement
Exhibit B-3	—	Form of Registration Rights Agreement
Exhibit B-4	—	Form of VMTP Shares
Exhibit B-5	—	Declaration of Trust of the Fund
Exhibit B-6	—	Form of Acquiring Fund Declaration of Trust
Exhibit B-7	—	Form of Acquiring Fund By-Laws
Exhibit B-8	—	Form of Acquiring Fund Statement of Preferences

VARIABLE RATE MUNI TERM PREFERRED SHARES PURCHASE AGREEMENT dated as of May 10, 2012 (the “Closing Date”)

BETWEEN:

(1)	INVESCO XXX XXXXXX PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST, a closed-end investment company organized as a Pennsylvania business trust, as issuer (the “Fund”); and

(2)	RBC Capital Markets, LLC, a Minnesota limited liability company, including its successors and assigns by operation of law (the “Purchaser”).

WHEREAS:

(A)	The Fund has authorized the issuance to the Purchaser of its Variable Rate Muni Term Preferred Shares, as set forth on Schedule I hereto, which are the subject of this Agreement (the “VMTP Shares”) and which are in the form set forth as Exhibit B-4 hereto;

(B)	Each of the Fund and the Purchaser desires that the VMTP Shares be equity of the Fund under Applicable Law and for all tax purposes;

(C)	As an inducement to the Purchaser to purchase the VMTP Shares, the Fund now desires to enter into this Agreement to set forth certain representations, warranties, covenants and agreements regarding the Fund and the VMTP Shares; and

(D)	As an inducement to the Fund to issue and sell the VMTP Shares, the Purchaser desires to enter into this Agreement to set forth certain representations, warranties and agreements regarding the Purchaser and the VMTP Shares.

NOW, THEREFORE, in consideration of the respective agreements contained herein, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01. Definitions.

The following terms, as used herein, have the following meanings (with terms defined in the singular having comparable meanings when used in the plural and vice versa):

“1940 Act” means the U.S. Investment Company Act of 1940 and the Rules and Regulations thereunder, as amended from time to time.

“Acquiring Fund” means a Delaware statutory trust into which the Fund may be redomesticated.

“Additional Shares” means any additional shares of VMTP Shares or shares of beneficial interest of any class or series of the Fund having voting powers of which an Affiliate of the Purchaser is the Beneficial Owner (with the meaning used in Section 7.01) or of which the Purchaser becomes the Beneficial Owner (with the meaning used in Section 7.01) during the term of the Voting Trust Agreement.

“Affiliate” means, with respect to a Person, (i) any other Person who, directly or indirectly, is in control of, or controlled by, or is under common control with, such Person or (ii) any other Person who is a director, officer, employee or general partner (a) of such Person, (b) of any majority-owned subsidiary or parent company of such Person or (c) of any Person described in clause (i) above. For the purposes of this definition, “control” of a Person shall mean the power, direct or indirect, (x) to vote more than 25% of the securities having ordinary voting power for the election of directors of such Person or (y) to direct or cause the direction of the management and policies of such Person whether by contract or otherwise. For the purposes of this Agreement, the term “Affiliate” includes a tender option bond trust of which the Purchaser and/or one or more of its Affiliates collectively own a majority of the residual interests.

“Agent Member” means a Person with an account at the Securities Depository that holds one or more VMTP Shares through the Securities Depository, directly or indirectly, for a Beneficial Owner and that will be authorized and instructed, directly or indirectly, by a Beneficial Owner to disclose information to the Redemption and Paying Agent with respect to such Beneficial Owner.

“Agreement” means this Variable Rate Muni Term Preferred Shares Purchase Agreement, as it may be amended, restated, supplemented or otherwise modified from time to time in accordance with the terms hereof.

“Applicable Law” means the law of the Commonwealth of Pennsylvania and the federal law of the United States of America (including, without limitation, the 1940 Act).

“Beneficial Owner” means a Person in whose name VMTP Shares are recorded as beneficial owner of such VMTP Shares by the Securities Depository, an Agent Member or other securities intermediary on the records of such Securities Depository, Agent Member or securities intermediary, as the case may be, or, if applicable, such Person’s subrogee; provided, however, that “Beneficial Owner” as used in Section 7.01 of this Agreement means any Person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares (i) voting power which includes the power to vote, or to direct the voting of, securities and/or (ii) investment power which includes the power to dispose, or to direct the disposition of, securities.

“Board of Trustees” means the Board of Trustees of the Fund or any duly authorized committee thereof.

“Broker-Dealer” means any registered broker-dealer that has indicated on its BrokerCheck Report (available on FINRA BrokerCheck) under “Firm Operations—Types of Business” that it is engaged in each of the following business lines: (i) “Broker or dealer retailing corporate equity securities over-the-counter;” and (ii) “Underwriter or selling group participant” (of any type of securities); provided that, if FINRA shall discontinue the existence of BrokerCheck, “Broker-Dealer” means any registered broker-dealer that engages in such business lines or substantively equivalent business lines as indicated on whatever publicly available information source that replaces FINRA BrokerCheck; provided further that if no publicly available information source replaces FINRA BrokerCheck, “Broker-Dealer” shall mean any registered broker dealer.

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

“Certificate of Designation” means the Fund’s Certificate of Designation Establishing and Fixing the Rights and Preferences of the VMTP Shares, as amended from time to time in accordance with the provisions thereof, in the form set forth as Exhibit B-1 (including any replacement or successor document as a result of any Merger, in the form set forth as Exhibit B-8).

“Closed-End Funds” has the meaning set forth in Section 2.02(a).

“Closing Date” has the meaning set forth in the preamble to this Agreement.

“Common Shares” has the meaning set forth in the Fund’s Declaration of Trust.

“Confidential Information” has the meaning set forth in Section 8.13.

“Conversion” has the meaning set forth in Section 7.01(b).

“Declaration of Trust” means the Declaration of Trust, as amended and supplemented (including by the Certificate of Designation), of the Fund as filed with the Secretary of the Commonwealth of Massachusetts and attached in the form set forth as Exhibit B-5 (including any replacement or successor document as a result of any Merger, in the form set forth as Exhibit B-6).

“Deviation” has the meaning set forth in Section 7.01(c).

“Effective Leverage Ratio” has the meaning set forth in the Certificate of Designation.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Excluded Transfer” means any transfer of VMTP Shares (1) to a tender option bond trust in which the Purchaser and/or its Affiliates collectively own all of the residual interests, (2) in connection with a distribution in-kind to the holders of securities of or receipts representing an ownership interest in any tender option bond trust in which the Purchaser and/or its Affiliates collectively own all of the residual interests, (3) in connection with a repurchase financing transaction, (4) relating to a collateral pledge arrangement, (5) to a Person who, after giving effect to such transfer, together with any affiliated person (as defined in the 0000 Xxx) of such Person, will own, hold or control with power to vote, not more than 25% of the Outstanding VMTP Shares or (6) to the Purchaser or an Affiliate of the Purchaser.

“Expenses” has the meaning set forth in Section 8.03(b).

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

“Foreign Entity” means any non-U.S. entity that is an Operating Company whose equity securities (or depositary receipts) are publicly traded and has a market capitalization of a U.S. dollar equivalent of not less than U.S.$1,000,000,000 on the trade date for the proposed transfer of VMTP Shares.

“Fund” has the meaning set forth in the preamble to this Agreement.

“Holder” means a Person in whose name a VMTP Share is registered in the registration books of the Fund maintained by the Redemption and Paying Agent.

The word “including” means “including but not limited to”.

“Indemnified Persons” means the Purchaser and its Affiliates and directors, officers, partners, employees, agents, representatives and control persons entitled to indemnification by the Fund under Section 8.03.

“Information Statement” means the information statement of the Fund relating to the offering and sale of the VMTP Shares dated May 10, 2012.

“Investment Adviser” means Invesco Advisers, Inc., or any successor investment advisor to the Fund.

“Legal Process” has the meaning set forth in Section 8.13.

“Liquidation Preference” means $100,000 per share.

“Merger” means the merger of the Fund with any other registered closed-end investment company managed by the Investment Adviser that has issued and sold VMTP Shares to the Purchaser and/or the redomestication of the Fund to a Delaware statutory trust.

“Minimum Asset Coverage” has the meaning set forth in the Certificate of Designation.

“Xxxxx’x” means Xxxxx’x Investors Service, Inc., a Delaware corporation, or any successor thereto.

“NRSRO” means a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act, that is not an “affiliated person” (as defined in Section 2(a)(3) of the 0000 Xxx) of the Fund, including, at the date hereof, Moody’s and Fitch.

“Operating Company” means any company that (i) is not, and does not hold itself out as being engaged primarily in the business of investing, reinvesting, owning, holding or trading in securities and does not own securities having a value exceeding 50% of the value of such company’s total assets as set forth on such company’s most recently publicly available financial statement; or (ii) is a banking institution, insurance company or broker-dealer, incorporated or organized under the laws of a country other than the United States, or a political subdivision of a country other than the United States that is regulated as such by that country’s or subdivision’s government or any agency thereof.

“Outstanding” has the meaning set forth in the Certificate of Designation.

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

“Policy Change” has the meaning set forth in Section 7.01(d).

“Purchase Price” means, in respect of 1,301 VMTP Shares sold to the Purchaser on the Closing Date, $130,100,000.

“Purchaser” has the meaning set forth in the preamble to this Agreement.

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

“Rating Agency” has the meaning set forth in the Certificate of Designation.

“Redemption and Paying Agent” means Deutsche Bank Trust Company Americas or any successor Person, that has entered into an agreement with the Fund to act as the Fund’s transfer agent, registrar, dividend disbursing agent, paying agent, redemption price disbursing agent and calculation agent in connection with the payment of regularly scheduled dividends with respect to each Series of VMTP Shares, or any successor by operation of law or any successor that acquires all or substantially all of the assets and assumes all of the liabilities of the Redemption and Paying Agent being replaced, either directly or by operation of law, provided that such successor (i) is one of either U.S. Bank National Association, The Bank of New York Mellon Trust Company, National Association or Deutsche Bank Trust Company Americas, (ii) has a rating of at least A3/A- from an NRSRO and (iii) is a licensed banking entity with trust powers or a trust company and has total assets of at least $50 million.

“Redemption and Paying Agent Agreement” means the redemption and paying agent agreement, dated as of May 8, 2012, by and between the Fund and the Redemption and Paying Agent pursuant to which Deutsche Bank Trust Company Americas, or any successor, acts as Redemption and Paying Agent, as amended, modified or supplemented from time to time.

“Registration Rights Agreement” means the registration rights agreement entered into between the Fund and the Purchaser dated as of the Closing Date, in the form set forth as Exhibit B-3, as amended from time to time.

“Related Documents” means this Agreement, the Declaration of Trust, the Certificate of Designation, the Registration Rights Agreement and the VMTP Shares.

“Representatives” has the meaning set forth in Section 8.13.

“Right of First Refusal Procedures” has the meaning set forth in Section 2.02(b).

“Securities Act” means the U.S. Securities Act of 1933, as amended.

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

“Subject Shares” means VMTP Shares acquired from time to time by the Purchaser.

“Transactions” has the meaning set forth in Section 8.13.

“VMTP Shares” has the meaning set forth in the recitals to this Agreement.

“Voting Right” has the meaning set forth in Section 7.01.

“Voting Trust Agreement” means the agreement, dated as of May 10, 2012, among RBC Capital Markets, LLC, as purchaser, Lord Securities Corporation, as voting trustee, and Institutional Shareholder Services Inc., as voting consultant, in the form set forth as Exhibit B-2.

“Voting Trustee” means Lord Securities Corporation or any successor thereto in its capacity as the voting trustee under the Voting Trust Agreement.

“written” or “in writing” means any form of written communication, including communication by means of facsimile or electronic mail.

SECTION 1.02. Certain Other Definitions.

Each capitalized term used herein and not otherwise defined herein shall have the meaning provided therefor (including by incorporation by reference) in the Certificate of Designation. Any day not referred to herein as a Business Day shall mean a calendar day.

ARTICLE II

PURCHASES AND TRANSFERS, COSTS AND EXPENSES; ADDITIONAL FEE

SECTION 2.01. Commitment to Purchase VMTP Shares.

On the Closing Date, the Fund will issue and sell and the Purchaser will purchase 1,301 of the VMTP Shares sold on initial issuance in a transaction (which, based upon the representations of the Fund and the Purchaser herein, is exempt from registration under the Securities Act), by payment of the relevant Purchase Price in immediately available funds to the Fund through the account of its agent at the Securities Depository. In consideration for the Purchaser’s agreement to purchase the VMTP Shares set forth in the preceding sentence, the Fund agrees to pay the Purchaser on the Closing Date a fee equal to the product of (x) 0.0015 and (y) the Purchase Price, which shall be paid by the Fund in accordance with the wire instructions set forth in Section 8.01(b) hereof.

SECTION 2.02. Sale of VMTP Shares.

(a) The Purchaser agrees that any subsequent offers and sales, without the prior written consent of the Fund, will be made only to persons it reasonably believes are either (i) QIBs that are registered closed-end management investment companies the shares of which are traded on a national securities exchange (“Closed-End Funds”), banks (and their direct or indirect wholly-owned subsidiaries), insurance companies, Broker-Dealers, Foreign Entities (and their direct or indirect wholly-owned subsidiaries), companies that are included in the S&P 500 Index (and their direct or indirect wholly-owned subsidiaries) or registered open-end management investment companies or (ii) tender option bond trusts in which all Beneficial Owners are QIBs that are Closed-End Funds, banks (and their direct or indirect wholly-owned subsidiaries), insurance companies, Broker-Dealers, Foreign Entities (and

their direct or indirect wholly-owned subsidiaries), companies that are included in the S&P 500 Index (and their direct or indirect wholly-owned subsidiaries) or registered open-end management investment companies, in each case pursuant to Rule 144A of the Securities Act or another available exemption from registration under the Securities Act, in a manner not involving any public offering within the meaning of Section 4(2) of the Securities Act. The foregoing restrictions on transfer shall not apply to any VMTP Shares registered under the Securities Act pursuant to the Registration Rights Agreement or any subsequent transfer of such VMTP Shares thereafter. Notwithstanding the foregoing, the Fund shall have the right of first refusal in accordance with the Right of First Refusal Procedures on all proposed transfers of Outstanding VMTP Shares from the Purchaser or an Affiliate thereof (other than an Excluded Transfer) to an unaffiliated third party which will upon settlement result in such unaffiliated third party holding and having purchased directly or indirectly in a series of related transactions (with the actual knowledge of the Purchaser) from the Purchaser (or the Purchaser’s Affiliates in the aggregate), more than 25% of the Outstanding VMTP Shares; provided, that the foregoing right of first refusal shall not apply to any VMTP Shares sold pursuant to an underwriting contemplated by Section 3.3 of the Registration Rights Agreement; provided, further, that the foregoing right of first refusal shall apply in connection with the transfer from the Purchaser or an Affiliate thereof of the residual interests in a tender option bond trust or the equity or residual interests of any other entity formed by the Purchaser or the Purchaser’s Affiliates to hold the VMTP Shares that results in the indirect transfer of more than 25% of the voting rights of the Outstanding VMTP Shares to an unaffiliated third party (other than an Excluded Transfer); provided, further, that in the case of a transfer of a residual interest in a tender options bond trust, the right of first refusal will apply to the residual interests and not the VMTP Shares. Any transfer in violation of this Section 2.02(a) shall be void ab initio.

(b) In connection with the right of first refusal set forth in Section 2.02(a), the following procedures shall apply (the “Right of First Refusal Procedures”):

(i) the Purchaser shall notify the Fund by Electronic Means of any proposed sales or transfers of VMTP Shares which would entitle the Fund to exercise its right of first refusal and such notification shall include the type of entity (a banking institution, insurance company, Broker-Dealer, Foreign Entity (and their direct or indirect wholly-owned subsidiaries), company that is included in the S&P 500 Index (and their direct or indirect wholly-owned subsidiaries), registered open-end management investment companies, tender option bond trust, insurance company or broker-dealer, incorporated or organized under the laws of a country other than the United States, or a political subdivision of a country other than the United States that is regulated as such by that country’s or subdivision’s government or any agency thereof) of the prospective transferee, the number of VMTP Shares subject to the proposed transfer and the proposed transfer price;

(ii) if the Fund wishes to exercise its right of first refusal, the Purchaser must be notified of such election by the Fund by Electronic Means within three Business Days after delivery of notice from the Purchaser pursuant to subparagraph (i) above (not counting the day of delivery), and the price to be paid by the Fund with respect to such transfer will be the lesser of the (x) Liquidation Preference plus accrued and unpaid dividends and (y) the proposed transfer price to the unaffiliated third party, provided, however, the price to be paid by the Fund with respect to any sale of the residual interests in a tender option bond trust or any sale of VMTP Shares by any tender option bond trust to anyone other than the Purchaser or the Purchaser’s Affiliates shall be at the proposed sale price;

(iii) the exercise of the right of first refusal by the Fund pursuant to subparagraph (ii) above shall be deemed to be the trade date for the purchase of the VMTP Shares by the Fund from the Purchaser and the sale shall settle within 30 days after such trade date or, if the 30^th day after such trade date is not a Business Day, then the next Business Day after such 30^th day;

(iv) if the Purchaser does not receive an affirmative response from the Fund pursuant to subparagraph (ii) above within the required time frame, such right of first refusal shall be deemed rejected by the Fund;

(v) any VMTP Shares purchased by the Fund pursuant to its exercise of the right of first refusal in subparagraph (ii) above shall be cancelled by the Fund within one Business Day after settlement of such purchase to the extent the Fund, together with the Investment Adviser and accounts or entities over which the Fund or the Investment Adviser exercises discretionary authority, owns or controls in the aggregate more than 25% of the Outstanding VMTP Shares; and

(vi) all purchases of VMTP Shares pursuant to the Fund’s right of first refusal shall be made only out of legally available funds for the redemption of shares of the Fund under Applicable Law and the Certificate of Designation and otherwise in accordance with Applicable Law and the Certificate of Designation.

SECTION 2.03. Expense Reimbursement.

On the Closing Date, the Fund shall pay, or cause to be paid, the reasonable fees and expenses of the Purchaser, including the Purchaser’s outside counsel fees and expenses, and for the first year that the Voting Trust Agreement is in effect, the fees and expenses of the parties thereto in accordance with the terms therein.

ARTICLE III

CLOSING

SECTION 3.01. Conditions to Closing.

It shall be a condition to the Fund’s and the Purchaser’s obligations on the Closing Date that each of the following conditions shall have been satisfied or waived as of such date, and, upon such satisfaction or waiver, this Agreement shall be effective:

(a) this Agreement shall have been duly executed and delivered by the parties hereto;

(b) the VMTP Shares shall have a long-term credit rating of “Aa2” from Moody’s and a long-term issue credit rating of “AAA” from Fitch on the Closing Date;

(c) receipt by the Purchaser of opinions of counsel for the Fund acceptable to the Purchaser in the form of Exhibits A-1 through A-3;

(d) there shall have been delivered to the Purchaser such information and copies of documents, approvals (if any) and records, certified where appropriate, of trust and legal proceedings as the Purchaser may have requested relating to the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party and the transactions contemplated hereby and thereby;

(e) there shall have been delivered to the Fund such information and copies of documents, approvals (if any) and records, certified where appropriate, of trust and legal proceedings as the Fund may have requested relating to the Purchaser’s entering into and performing this Agreement and the other Related Documents to which it is a party and the transactions contemplated hereby and thereby;

(f) receipt by the Purchaser of executed originals or copies of all Related Documents (other than this Agreement) to which the Fund is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto;

(g) receipt by the Fund of executed originals or copies of all Related Documents (other than this Agreement) to which the Purchaser is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto;

(h) receipt by the Fund and the Purchaser of the Information Statement in form and substance satisfactory to the Fund and the Purchaser;

(i) the reasonable fees and expenses and all other amounts (including reasonable attorneys’ fees and expenses related to the issuance of the VMTP Shares) payable on the Closing Date pursuant to Section 2.03 hereof shall have been paid;

(j) receipt by the Fund and the Purchaser of an opinion of counsel of the Redemption and Paying Agent in the form attached hereto as Exhibit A-4;

(k) except as disclosed in the Information Statement or in Schedule II hereto, there shall not be any action, suit, proceeding or investigation pending or (to the knowledge of the Fund) overtly threatened in writing against the Fund in any court or before any arbitrator or governmental authority which, in the good faith judgment of the party invoking this condition, (i) is in any way contesting or, if decided adversely, would affect the validity of this Agreement or of any other Related Document to which the Fund is a party, or (ii) if the subject of a final adverse decision would materially adversely affect provisions for or materially adversely affect the sources for payment of liquidation preference of or dividends on the VMTP Shares;

(l) receipt by the Purchaser of copies of all ISDA documentation to which the Fund is a party;

(m) in the good faith judgment of the party invoking this condition, no change in law, rule or regulation (or their interpretation or administration) shall have occurred as of the date of this Agreement which will materially and adversely affect the consummation of the transaction contemplated by this Agreement;

(n) receipt by the Purchaser of final credit and transaction approval from RBC Capital Markets, LLC; and

(o) there shall have been delivered to the Purchaser any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant.

The Fund and the Purchaser agree that consummation of the purchase and sale of the VMTP Shares pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waived.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE FUND

The representations and warranties set out in this Article IV are given hereunder by the Fund to the Purchaser on the Closing Date.

SECTION 4.01. Existence.

The Fund is validly existing as a business trust under the laws of the Commonwealth of Pennsylvania, with requisite power to issue the VMTP Shares and to execute, deliver and perform its obligations under this Agreement and each other Related Document to which it is a party.

SECTION 4.02. Authorization; Contravention.

The execution, delivery and performance by the Fund of this Agreement and each other Related Document to which it is a party are within the Fund’s powers, have been duly authorized by all necessary action, require no action by or in respect of, or filing with, any governmental body, agency or official except such as have been taken or made, and do not violate or contravene, or constitute a default under, any provision of applicable law, charter, ordinance or regulation or of any material agreement, judgment, injunction, order, decree or other instrument binding upon the Fund or result in the creation or imposition of any lien or encumbrance on any asset of the Fund, except as contemplated by the Information Statement or Related Documents and except for such violations or contraventions which would not have a material adverse effect on the Fund or its ability to perform its obligations under the Related Documents to which it is a party.

SECTION 4.03. Binding Effect.

This Agreement, the Registration Rights Agreement and, if executed and delivered on the date this representation is made, the Redemption and Paying Agent Agreement, constitute valid and binding agreements of the Fund or, if not yet executed and delivered, will, when executed and delivered, constitute valid and binding agreements of the Fund, in each case enforceable in accordance with their respective terms except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally and (ii) the availability of equitable remedies may be limited by equitable or public policy principles of general applicability, it being understood that the enforceability of indemnification provisions may be subject to limitations imposed under applicable securities laws. The VMTP Shares have been duly authorized and, when issued upon payment therefor by the Purchaser as contemplated in this Agreement, will be validly issued by the Fund and fully paid and nonassessable and free of any preemptive or similar rights.

SECTION 4.04. Financial Information.

The publicly available financial statements of the Fund as of its most recent fiscal year-end, and the auditors’ report with respect thereto, copies of which have heretofore been furnished to the Purchaser, present fairly, in all material respects, the financial position of the Fund at such date and for such period, in conformity with accounting principles generally accepted in the United States of America. The audits of these statements were conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States). Since the date of such financial statements, except as contemplated by the Information Statement, no transaction or event has occurred and no change has occurred in the condition (financial or otherwise) or operations of the Fund that would materially and adversely affect the Fund’s ability to complete the issuance of any of the VMTP Shares or the Fund’s ability to perform its obligations under this Agreement, any of the VMTP Shares and the other Related Documents to which it is a party.

SECTION 4.05. Litigation.

Except as disclosed in the Information Statement or in Schedule II hereto, there is no action, suit, proceeding or investigation pending or (to the best knowledge of the Fund) overtly threatened in writing against the Fund in any court or before any arbitrator or governmental authority.

SECTION 4.06. Consents.

All consents, licenses, approvals, validations and authorizations of, and registrations, validations or declarations by or with, any court or any regulatory, supervisory or governmental agency, bureau or agency required to be obtained by the Fund in connection with the execution, delivery, performance, validity or enforceability of this Agreement and the other Related Documents (including the VMTP Shares) to which the Fund is or will be party have been obtained and are in full force and effect, except for those which the failure to obtain or maintain in full force and effect should not reasonably be expected to materially and adversely affect the Fund’s ability to comply with the Certificate of Designation or the other Related Documents to which it is a party.

SECTION 4.07. Information Statement.

The Information Statement (including any amendments or supplements prepared subsequent to its date), a true copy of which, in each case, has been furnished to the Purchaser, and the documents furnished and written statements made by the Fund in connection with the preparation or execution of this Agreement and the other Related Documents to which it is a party when considered together with the Information Statement, do not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which made, not misleading.

SECTION 4.08. Offering of VMTP Shares.

Assuming the accuracy of the representations and warranties of the Purchaser in Sections 5.07 and 5.08 hereof, no registration of the VMTP Shares under the Securities Act is required for the offer and sale of the VMTP Shares in the manner contemplated by this Agreement and the Information Statement.

As of the Closing Date, the VMTP Shares will satisfy the eligibility requirements of Rule 144A(d)(3) under the Securities Act, and no securities of the same class (within the meaning of Rule 144A(d)(3) under the Securities Act) as the VMTP Shares are listed on any national securities exchange registered under Section 6 of the Exchange Act or quoted in a U.S. automated inter-dealer quotation system.

The Fund has not distributed any offering material in connection with the offering and sale of the VMTP Shares other than to the Purchaser or its representatives.

SECTION 4.09. Complete and Correct Information.

All written information, written reports and other papers and written data prepared by the Fund and furnished to the Purchaser in connection with its purchase of the VMTP Shares, at the time the same were prepared, accurately set forth the information purported to be included therein in all material respects when taken together as a whole with the Information Statement and did not materially misrepresent the financial position, operations or prospects of the Fund.

SECTION 4.10. 1940 Act Registration.

The Fund is duly registered as a closed-end management investment company under the 1940 Act and such registration is in full force and effect.

SECTION 4.11. Effective Leverage Ratio; Minimum Asset Coverage.

As of the Closing Date, the Fund is in compliance with the Effective Leverage Ratio and the Minimum Asset Coverage as required by the Certificate of Designation, based on the Fund’s financial position as of May 8, 2012, as calculated on Schedule III.

SECTION 4.12. Investment Policies.

As of the Closing Date, the Fund is in compliance with Section 6(c) of the Certificate of Designation.

SECTION 4.13. Credit Quality.

As of the Closing Date, the Fund is in compliance with Section 6(d) of the Certificate of Designation.

SECTION 4.14. Due Diligence.

The Fund understands that nothing in this Agreement, the Information Statement, or any other materials presented to the Fund in connection with the purchase and sale of the VMTP Shares constitutes legal, tax or investment advice from the Purchaser. The Fund has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its sale of the VMTP Shares.

SECTION 4.15. Intent to Issue Equity.

It is the intent and understanding of the Fund that the VMTP Shares constitute shares of the Fund under the laws of the Commonwealth of Massachusetts and that all distributions on or with respect to the VMTP Shares (whether in the form of dividends, redemption payments, liquidation proceeds or otherwise) shall be subject to the restrictions and limitations applicable to distributions on or with respect to corporate stock under the laws of the Commonwealth of Massachusetts. All negotiations between the Purchaser (or any of its Affiliates) and the Fund regarding the VMTP Shares have been consistent with such intent and understanding. The Fund agrees to treat the VMTP Shares as equity of the Fund for all U.S. federal, state, and local income and other tax purposes.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The representations and warranties set out in this Article V are given hereunder by the Purchaser to the Fund on the Closing Date.

SECTION 5.01. Existence.

The Purchaser is duly organized and validly existing and in good standing as a Minnesota limited liability company. The Purchaser has all requisite power and authority to execute and deliver, and to perform its obligations under this Agreement and each other Related Document to which it is a party.

SECTION 5.02. Authorization; Contravention.

The execution, delivery and performance by the Purchaser of this Agreement and each other Related Document to which it is a party are within the Purchaser’s powers, have been duly authorized by all necessary action, require no action by or in respect of, or filing with, any governmental body, agency or official except such as have been taken or made and do not violate or contravene, or constitute a default under, any provision of applicable law, charter, ordinance or regulation or of any material agreement, judgment, injunction, order, decree or other instrument binding upon the Purchaser, except for such violations or contraventions which would not have a material adverse effect on the Purchaser or its ability to perform its obligations under the Related Documents to which it is a party.

SECTION 5.03. Binding Effect.

Each of this Agreement, the Registration Rights Agreement and the Voting Trust Agreement, constitutes a valid and binding agreement of the Purchaser, enforceable in accordance with its terms except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally and (ii) the availability of equitable remedies may be limited by equitable or public policy principles of general applicability, it being understood that the enforceability of indemnification provisions may be subject to limitations imposed under applicable securities laws.

SECTION 5.04. Consents.

All consents, licenses, approvals, validations and authorizations of, and registrations, validations or declarations by or with, any court or any regulatory, supervisory or governmental agency, bureau or agency required to be obtained by the Purchaser in connection with the performance of the Purchaser or the execution, delivery, performance or the validity or enforceability of this Agreement and the other Related Documents to which the Purchaser is a party and the purchase of the VMTP Shares have been obtained and are in full force and effect, except for those which the failure to obtain or maintain in full force and effect should not reasonably be expected to materially and adversely affect the Purchaser’s ability to comply with this Agreement or the other Related Documents to which it is a party.

SECTION 5.05. Due Diligence.

The Purchaser understands that nothing in this Agreement, the Information Statement, or any other materials presented to the Purchaser in connection with the purchase and sale of the VMTP Shares constitutes legal, tax or investment advice from the Fund. The Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the VMTP Shares.

SECTION 5.06. Intent to Purchase Equity.

It is the intent and understanding of the Purchaser that the VMTP Shares constitute shares of the Fund under the laws of the Commonwealth of Massachusetts and that all distributions on or with respect to the VMTP Shares (whether in the form of dividends, redemption payments, liquidation proceeds or otherwise) shall be subject to the restrictions and limitations applicable to distributions on or with respect to corporate stock under the laws of the Commonwealth of Massachusetts. All negotiations between the Purchaser (or any of its Affiliates) and the Fund regarding the VMTP Shares have been consistent with such intent and understanding. The Purchaser agrees to treat the VMTP Shares as equity of the Fund for all U.S. federal, state, and local income and other tax purposes.

SECTION 5.07. Investment Purpose.

The Purchaser is purchasing the VMTP Shares for its own account for investment purposes only and not with any view toward a resale or distribution thereof, except for a resale in connection with any transfer to a tender option bond trust as permitted by Section 2.02 of this Agreement.

SECTION 5.08. Underwriter Status.

The Purchaser has no contract, undertaking, agreement or arrangement with any Person to sell, transfer or pledge to such Person or anyone else any of the VMTP Shares, and the Purchaser has no present plans to enter into any such contract, undertaking, agreement or arrangement, except in connection with any transfer to an Affiliate for a subsequent transfer to a tender option bond trust as permitted by Section 2.02 of this Agreement.

ARTICLE VI

COVENANTS OF THE FUND

The Fund agrees that, so long as there is any amount payable hereunder or the Purchaser owns any outstanding VMTP Shares at any time prior to the registration of VMTP Shares pursuant to the Registration Rights Agreement:

SECTION 6.01. Future Agreements.

Unless advised in a legal opinion of nationally recognized counsel that entry into such an agreement would violate Applicable Law or the fiduciary duties of the Board of Trustees, the Fund shall, promptly upon the request of the Purchaser, enter into an agreement, complying with Applicable Law, satisfying Section 12(d)(1)(E)(iii) of the 1940 Act as agreed to by the Fund and such tender option bond trust in their commercially reasonable discretion upon any transfer of the VMTP Shares to a tender option bond trust.

SECTION 6.02. No Setoff.

All payments of any sums due hereunder shall be made in the amounts required hereunder without any reduction or setoff, notwithstanding the assertion of any right of recoupment or setoff or of any counterclaim by the Fund within 15 days of the request for such payment having been sent to the Fund, unless such request for payment is contested by the Fund in good faith.

SECTION 6.03. Merger Expenses.

The Fund agrees to reimburse the Purchaser and its Affiliates for all reasonable out-of-pocket fees and expenses incurred by the Purchaser in connection with the Purchaser’s consent to the Merger, including the Purchasers’ reasonable outside counsel fees and expenses incurred in connection therewith.

SECTION 6.04. Tax Opinion.

The Fund shall deliver as soon as possible after the Closing Date, but in any event no later than May 16, 2012, (i) a supplement to the Information Statement disclosing in substance that, subject to customary qualifications set forth in such supplement, distributions from the Fund that are derived from interest on obligations of the Commonwealth of Pennsylvania and its political subdivisions (which in the opinion of bond counsel or other counsel to the issuers of such obligations is exempt from Pennsylvania personal income taxes), from direct obligations of the United States, or from certain qualifying obligations of United States territories and possessions, (collectively “Pennsylvania State-Specific Obligations”) will be exempt from the Pennsylvania personal income tax; however, distributions attributable to capital gains derived by the Fund as well as distributions derived from investments other than Pennsylvania State-Specific Obligations will be taxable for Pennsylvania personal income tax purposes; and distributions derived from interest on obligations that are merely backed or guaranteed by the U.S. Government (e.g., GNMAs, FNMAs), or on repurchase agreements collateralized by U.S. Government securities, are not exempt from the Pennsylvania personal income tax, and (ii) an opinion of outside counsel to the Fund substantially to the effect that such discussion constitutes, in all material respects, a fair and accurate summary of the Pennsylvania income tax consequences described in such discussion, subject to the qualifications set forth in the Information Statement.

In the event the opinion referred to in clause (ii) of the immediately preceding paragraph is not delivered to the Purchaser on or before May 16, 2012, the Fund shall pay each Beneficial Owner a supplemental monthly fee payable in arrears on each Dividend Payment Date equal to (A) the product of (x) 0.02, (y) the Purchase Price and (z) the actual number of days in such month that the opinion has not been delivered divided by 360 multiplied by (B) the percentage of the Fund’s Outstanding VMTP Shares owned by such Beneficial Owner.

SECTION 6.05. Tax Reporting.

Whenever the Fund intends or expects to include in any dividend on VMTP Shares any amount that is not a Pennsylvania exempt-interest dividend, the Fund shall use its best efforts to notify, or cause the Redemption and Paying Agent to notify, the Beneficial Owners in writing of such amount (i) not later than 14 calendar days preceding the first Rate Determination Date on which the Applicable Rate for such dividend is to be established, and (ii) for any successive Rate Determination Date on which the Applicable Rate for such dividend is to be established, not later than the close of business on the immediately preceding Rate Determination Date; provided, however, that if such information is not known before the dates specified in clauses (i) or (ii), the Fund shall notify the Beneficial Owners (or at a Beneficial Owner’s direction, the Redemption and Paying Agent) of such information as soon thereafter as is commercially feasible. With respect to a Rate Period for which such advance notice was given and whose dividends are comprised partly of such income and partly of Pennsylvania exempt-interest income, the different types of income will be paid in the same relative proportions for each day during the Rate Period.

ARTICLE VII

COVENANTS OF THE PURCHASER

SECTION 7.01. Voting Rights.

As of the Closing Date, and for so long as the Purchaser together with any of its Affiliates individually or in the aggregate own at least 20% of the Outstanding VMTP Shares and the Fund has not failed to pay dividends on the VMTP Shares for two years, the Purchaser shall enter into and maintain in full force and effect a Voting Trust Agreement in substantially the form attached hereto as Exhibit B-2 and thereby convey into the voting trust, governed by the Voting Trust Agreement, the right to vote all of its VMTP Shares acquired on the Closing Date or any time thereafter and so owned with respect to:

(a) the election of the two members of the Board of Trustees for which Holders of VMTP Shares are exclusively entitled to vote under Section 18(a)(2)(C) of the 1940 Act and all other rights given to Holders of VMTP Shares with respect to the election of the Board of Trustees of the Fund;

(b) the conversion of the Fund from a closed-end management investment company to an open-end fund, or to change the Fund’s classification from diversified to non-diversified, each pursuant to Section 13(a)(1) of the 1940 Act (any of the foregoing, a “Conversion”), together with any additional voting or consent right under the Certificate of Designation that relates solely to any action or amendment to the Certificate of Designation that is so closely related to the Conversion that it would be impossible to give effect to the Conversion without implicating such additional voting or consent right; provided that any such additional voting or consent right shall not include any voting or consent right related to satisfying any additional term, condition or agreement which the Conversion is conditioned upon or subject to;

(c) the deviation from a policy in respect of concentration of investments in any particular industry or group of industries as recited in the Fund’s registration statement, pursuant to Section 13(a)(3) of the 1940 Act (a “Deviation”), together with any additional voting or consent right under the Certificate of Designation that relates solely to any action or amendment to the Certificate of Designation that is so closely related to the Deviation that it would be impossible to give effect to the Deviation without implicating such additional voting or consent right; provided that any such additional voting or consent right shall not include any voting or consent right related to satisfying any additional term, condition or agreement which the Deviation is conditioned upon or subject to; and

(d) borrowing money, issuing senior securities, underwriting securities issued by other Persons, purchasing or selling real estate or commodities or making loans to other Persons other than in accordance with the recitals of policy with respect thereto in the Fund’s registration statement, pursuant to Section 13(a)(2) of the 1940 Act (and of the foregoing, a “Policy Change”), together with any additional voting or consent right under the Certificate of Designation that relates solely to any action or amendment to the Certificate of Designation that is so closely related to the Policy Change that it would be impossible to give effect to the Policy Change without implicating such additional voting or consent right; provided that any such additional voting or consent right shall not include any voting or consent right related to satisfying any additional term, condition or agreement which the Policy Change is conditioned upon or subject to.

Each voting right set forth in clauses (a) through (d) above is referred to herein as a “Voting Right”.

At all times that Voting Rights are subject to the Voting Trust Agreement, the Purchaser or its Affiliate or designee will be the registered owner of the VMTP Shares. If any dividend or other distribution in respect of the Subject Shares is paid, such dividend or distribution will be paid directly to the Purchaser or its Affiliate or designee owning such Subject Shares; provided that any Additional Shares will become part of the Subject Shares covered by the Voting Trust Agreement.

The Voting Rights of the Purchaser and its Affiliates shall remain subject to the Voting Trust Agreement for so long as the Purchaser and its Affiliates collectively are the Beneficial Owners in the aggregate of 20% or more of the Outstanding VMTP Shares.

At all times that the Voting Rights are subject to the Voting Trust Agreement, the Purchaser shall irrevocably appoint and constitute, and shall cause each of its Affiliates that are Beneficial Owners of any Subject Shares to irrevocably appoint and constitute, the Voting Trustee as its attorney-in-fact and agrees, and agrees to cause each of such Affiliates, to grant the Voting Trustee one or more irrevocable proxies with respect to the Voting Rights and further agrees, and agrees to cause each of such Affiliates, to renew any such proxies that may lapse by their terms while the Subject Shares are still subject to the Voting Trust Agreement.

Notwithstanding the above provisions of this Section 7.01, upon the transfer of VMTP Shares by the Purchaser to any third party (other than a transfer to an Affiliate of the Purchaser, in which case such VMTP Shares shall remain subject to the Voting Trust Agreement), such VMTP Shares shall no longer be subject to the Voting Trust Agreement; provided, however, that in connection with an Excluded Transfer:

(i) of the type specified in clause (1) of the definition of Excluded Transfer, the VMTP Shares shall remain subject to the Voting Trust Agreement until such time as the Fund, upon the request of the Purchaser, enters into a voting arrangement satisfying Section 12(d)(1)(E)(iii) of the 1940 Act;

(ii) of the type specified in clauses (3) or (4) of the definition of Excluded Transfer, to the extent the Purchaser retains the right to vote or direct voting in connection with such transactions, the VMTP Shares shall remain subject to the Voting Trust Agreement until such time as there is a default by the Purchaser under such repurchase transaction or collateral pledge arrangement; and

(iii) of the type specified in clauses (3) or (4) of the definition of Excluded Transfer, to the extent the Purchaser does not retain the right to vote or direct voting of such VMTP Shares in such transactions, such transactions do not permit the removal of the VMTP Shares’ rights transferred to the Voting Trust from the Voting Trust Agreement within the first 60 days of closing of such transferee becoming the Beneficial Owner of such VMTP Shares unless there is a default by the Purchaser under such repurchase transaction or collateral pledge arrangement.

Without the prior written consent of the Fund (in its sole discretion), the Purchaser will not agree or consent to any amendment, supplement, modification or repeal of the Voting Trust Agreement, nor waive any provision thereof; provided that, in the case of any proposed amendment, supplement, modification or repeal of the Voting Trust Agreement which is a result of a change in law or regulation, the consent of the Fund shall not be unreasonably withheld or delayed.

SECTION 7.02. Tax Treatment.

The Purchaser agrees to treat the VMTP Shares as equity of the Fund for all U.S. federal, state and local income and other tax purposes.

SECTION 7.03. Prior Consent.

The Purchaser agrees that any prior consent of the Purchaser, in its capacity as a Holder of VMTP Shares, with respect to the Merger will not be unreasonably withheld, provided that:

(a) the Fund has satisfied all of its obligations set forth in the Related Documents (including, without limitation, satisfaction of the Effective Leverage Ratio and Minimum Asset Coverage covenants set forth in the Certificate of Designation of the Fund as in effect on the Closing Date) immediately prior to the Merger and the Acquiring Fund has satisfied its obligations under its respective purchase agreement, agreement and declaration of trust, certificate of designation, registration rights agreement and VMTP shares (including, without limitation, satisfaction of the Effective Leverage Ratio and Minimum Asset Coverage covenants set forth in the Certificate of Designation of the Acquiring Fund as in effect on the Closing Date) immediately prior to the Merger and the obligations of the Acquiring Fund under its respective purchase agreement, agreement and declaration of trust, certificate of designation, registration rights agreement and VMTP shares will be satisfied immediately after the completion of any such Merger;

(b) the declaration of trust of the Acquiring Fund shall be identical to the terms set forth in the Form of Acquiring Fund Declaration of Trust attached hereto as Exhibit B-6, except as may otherwise be agreed to by the parties hereto in their good faith discretion;

(c) the by-laws of the Acquiring Fund shall be identical to the terms set forth in the Form of Acquiring Fund By-Laws attached hereto as Exhibit B-7, except as may otherwise be agreed to by the parties hereto in their good faith discretion;

(d) the terms of the new VMTP shares issued by the Acquiring Fund in connection with the Merger shall be identical to the terms of the VMTP shares of the Acquiring Fund set forth in the Form of Acquiring Fund Statement of Preferences attached hereto as Exhibit B-8, except as may otherwise be agreed to by the parties hereto in their good faith discretion;

(e) following completion of the transactions contemplated in Section 2.01 of this Agreement and of each other purchase agreement being entered into by each fund that will be acquired by the Acquiring Fund in connection with the Merger, the Purchaser or an Affiliate thereof will own 100% of the Outstanding VMTP shares of the Acquiring Fund and each fund being acquired by the Acquiring Fund in connection with the Merger;

(f) immediately prior to, and upon completion of any Merger, the rating of the Acquiring Fund by each Rating Agency rating, at the request of any such fund, the VMTP shares of the Acquiring Fund and any other fund involved in the Merger, shall be at least AA-/Aa3;

(g) the completion of any such Merger shall occur on or prior to December 31, 2012;

(h) the disclosure document distributed to shareholders of the Fund in connection with the Merger will disclose in substance (i) that the Merger will be a “reorganization” within the meaning of Section 368 of the Code, and (ii) that the VMTP Shares of the surviving fund acquired by former shareholders of the target fund pursuant to the Merger will be treated as equity of the acquiring fund for U.S. federal income tax purposes; and

(i) it will be a condition to closing of the Merger that nationally recognized tax counsel shall deliver an opinion to the Fund substantially to the effect of clauses (i) and (ii) of Section 7.03(h), although the same tax counsel need not deliver both opinions.

ARTICLE VIII

MISCELLANEOUS

SECTION 8.01. Notices.

All notices, requests and other communications to any party hereunder shall be in writing (including facsimile, electronic mail or similar writing), except in the case of notices and other communications permitted to be given by telephone, and shall be given to such party at its address or facsimile number or email address set forth below or such other address or facsimile number or email address as such party may hereafter specify for the purpose by notice to the other party. Each such notice, request or other communication shall be effective (i) if given by mail, five days after such communication is deposited in the mails, registered mail, return receipt requested, addressed as aforesaid, or (ii) if given by any other means, when delivered at the address specified in this Section; provided that, except as otherwise specified, notices under the Certificate of Designation may be given by telephone to the Purchaser at the telephone numbers listed below (or such other telephone numbers as may be designated by the Purchaser, by written notice to the Fund, to receive such notice), immediately confirmed in writing, including by facsimile or electronic mail. The notice address for each party is specified below:

(a)

if to the Fund:

Invesco Xxx Xxxxxx Pennsylvania Value Municipal Income Trust

00 Xxxxxxxx Xxxxx, Xxxxx 0000

Xxxxxxx, XX 00000

Attention: Xxxx Xxxx, General Counsel

Telephone: (000) 000-0000

Facsimile: (000) 000-0000

Email: Xxxx.Xxxx@Xxxxxxx.xxx

(b)

if to the Purchaser:


RBC Capital Markets, LLC
Three World Financial Center, 8th Floor
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000-0000
Attention:		Xxxxxx Xxxxxxx / Xxx Xxxx
Telephone:		(000) 000-0000 / (000) 000-0000
Facsimile:		(000) 000-0000
Email:		xxxxxx.xxxxxxx@xxxxx.xxx / xxx.xxxx@xxxxx.xxx

RBC Capital Markets, LLC
Three World Financial Center, 12th Floor
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000-0000
Attention:		Xxxx Xxxxxxx
Telephone:		(000) 000-0000
Facsimile:		(000) 000-0000
Email:		xxxx.xxxxxxx@xxxxx.xxx

Royal Bank of Canada
00xx Xxxxx, Xxxxx Xxxxx
Xxxxx Xxxx Xxxxx
000 Xxx Xxxxxx
Xxxxxxx, Xxxxxxx X0X0X0
Attention:		CTM, Xxxxxx Xxxx / Xxxxxxxx Xxxxxx
Telephone:		(000) 000-0000 / (000) 000-0000
Facsimile:		(000) 000-0000
Email:		xxxxxx.xxxx@xxxxx.xxx / xxxxxxxx.xxxxxx@xxxxx.xxx


Wire Instructions:
Wire:		U.S. Bank, Minneapolis, MN
ABA:		000000000
Acct #:		160230097208
Acct Name:		RBC Capital Markets Corp.
FFC:		MPI, Account #00000000
Ref:		Invesco VMTP

SECTION 8.02. No Waivers.

(a) The obligations of the Fund hereunder shall not in any way be modified or limited by reference to any other document, instrument or agreement (including, without limitation, any other Related Document) other than the Certificate of Designation and the VMTP Shares. The rights of the Purchaser hereunder are separate from and in addition to any rights that any Holder or Beneficial Owner of any VMTP Shares may have under the terms of such VMTP Shares or any Related Document or otherwise. In the event of an irreconcilable conflict between the terms hereof and the terms of the Certificate of Designation or the VMTP Shares, the terms of the Certificate of Designation shall govern.

(b) No failure or delay by the Fund or the Purchaser in exercising any right, power or privilege hereunder or under any other Related Documents or the VMTP Shares shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

No failure or delay by the Fund or the Purchaser in exercising any right, power or privilege under or in respect of the VMTP Shares or any other Related Document shall affect the rights, powers or privileges of the Fund or the Purchaser hereunder or thereunder or shall operate as a limitation or waiver thereof. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

SECTION 8.03. Expenses and Indemnification.

(a) The Fund shall reimburse the Purchaser (to the extent that payments for the following items are not made or addressed under the other provisions hereof) for the reasonable fees, expenses, and disbursements of the Purchaser (including reasonable fees and costs of outside counsel) incurred by the Purchaser in connection with the execution, delivery and performance of this Agreement and the execution and delivery of the other Related Documents.

(b) Except as otherwise provided herein, the Fund agrees to indemnify and hold harmless the Purchaser and each other Indemnified Person of the Purchaser from and against any losses, claims, damages, liabilities or expenses incurred by them (including reasonable fees and disbursements of outside counsel) (“Expenses”) which are related to or arise out of the defense of any lawsuit, action, claim, threat or demand by any Common Share holders or their representatives or any other Person acting on behalf of such Common Share holders or their representatives in connection with the Purchaser’s execution and performance of this Agreement.

Notwithstanding anything herein to the contrary, the Fund shall not be liable for, and no Indemnified Person shall be entitled to indemnification or contribution under this Section 8.03 for, (1) any Expenses arising by reason of such Indemnified Person’s (i) willful misfeasance, (ii) bad faith or (iii) gross negligence, (2) any consequential, punitive, special or speculative losses, damages or expenses incurred or suffered by any Indemnified Person as a result of the transactions contemplated by this Agreement, including any opportunity cost of capital, such as the loss of anticipated or disgorgement of previously received dividends, interest, capital gains or any other profit or gain from any investment opportunity or activity foregone by such Indemnified Person as a result of the transactions contemplated by this Agreement or (3) any alleged loss incurred as a result of the Fund’s failure to pay any amount on or with respect to the VMTP Shares (whether dividends, redemption payments, liquidation proceeds or otherwise) due to the lack of funds legally available therefor under Applicable Law or the Certificate of Designation or because of any other restrictions under Applicable Law or the Certificate of Designation on such payments.

(c) The Fund also agrees that if any indemnification sought by an Indemnified Person pursuant to this Agreement is unavailable or insufficient, for any reason, to hold harmless the Indemnified Persons in respect of any losses, claims, damages or liabilities (or actions in respect thereof) for which they are entitled to indemnification pursuant to Section 8.03(b), then the Fund, in order to provide for just and equitable contribution, shall contribute to the amount paid or payable by each such Indemnified Person as a result of such Expenses in such proportion as is appropriate to reflect (i) the relative benefits received by the Fund on the one hand and the Purchaser on the other hand from the actual or proposed transactions giving rise to or contemplated by this Agreement or (ii) if the allocation provided by the foregoing clause (i) is not permitted by applicable law, not only such relative benefits but also the relative fault of the Fund on the one hand and the Purchaser on the other, giving rise to such Expenses, as well as any other relevant equitable considerations; provided that in any event the aggregate contribution of the Purchaser and its Indemnified Persons to all Expenses

with respect to which contributions are available hereunder will not exceed the amount of dividends actually received by the Purchaser from the Fund pursuant to the proposed transactions giving rise to this Agreement. For purposes of determining the relative benefits to the Fund on the one hand, and the Purchaser on the other, under the proposed transactions giving rise to or contemplated by this Agreement, such benefits shall be deemed to be in the same proportion as (i) the total proceeds received or proposed to be received by the Fund pursuant to the transactions, whether or not consummated, for which the Purchaser is purchasing VMTP Shares bears to (ii) the dividends paid by the Fund or on the Fund’s behalf to the Purchaser in connection with the proposed transactions giving rise to or contemplated by this Agreement. No Person found liable for a fraudulent misrepresentation shall be entitled to contribution from any Person who is not also found liable for such fraudulent misrepresentation. The indemnity, reimbursement and contribution obligations under this Agreement shall be in addition to any rights that any Indemnified Person may have at common law or otherwise.

(d) If an Indemnified Person is named as a defendant in any action, suit, proceeding or investigation as to which the Indemnified Person proposes to demand indemnification hereunder, it shall notify the Fund with reasonable promptness; provided, however, that any failure by such Indemnified Person to notify the Fund shall not relieve the Fund from its obligations hereunder (except to the extent that the Fund is materially prejudiced by such failure to promptly notify). The Fund shall be entitled to assume the defense of any such action, suit, proceeding or investigation, including the employment of counsel reasonably satisfactory to the Indemnified Person. The Indemnified Person shall have the right to counsel of its own choice to represent it, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Fund has failed promptly to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person in accordance with the preceding sentence or (ii) the Indemnified Person shall have been advised by counsel that there exist actual or potential conflicting interests between the Fund and such Indemnified Person, including situations in which one or more legal defenses may be available to such Indemnified Person that are different from or additional to those available to the Fund; provided, however, that the Fund shall not, in connection with any one such action or proceeding or separate but substantially similar actions or proceedings arising out of the same general allegations be liable for fees and expenses of more than one separate firm of attorneys at any time for all Indemnified Persons; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Fund and any counsel designated by the Fund.

Each party further agrees that it will not, without the prior written consent of the other party, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not any Indemnified Person is an actual or potential party to such claim, action, suit or proceeding) unless such settlement, compromise or consent includes an unconditional release of each other Indemnified Person from all liability and obligations arising therefrom. The Fund further agrees that neither the Purchaser, nor any of its Affiliates, nor any directors, officers, partners, employees, agents, representatives or control persons of the Purchaser or any of its Affiliates shall have any liability to the Fund arising out of or in connection with the proposed transactions giving rise to or contemplated by this Agreement. No party shall be responsible or liable to the other party or any other Person for consequential, special or punitive damages which may be alleged as a result of this Agreement.

(e) Nothing in this Section 8.03 is intended to limit any party’s obligations contained in other parts of this Agreement or the VMTP Shares. Neither the Fund nor the Purchaser will refer to the other in any materials used in marketing the VMTP Shares other than the Information Statement without the prior written consent of the other.

SECTION 8.04. Amendments and Waivers.

Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed by the Fund and the Purchaser.

SECTION 8.05. Successors and Assigns.

The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Neither party hereto may assign or otherwise transfer any of its rights under this Agreement, by operation of law or otherwise, without the prior written consent of the other party; provided that the Purchaser hereby consents to the assignment of this Agreement by the Fund to the Acquiring Fund in connection with any Merger of the Fund consented to by the Purchaser in accordance with Section 7.03. Any assignment without such prior written consent shall be void.

SECTION 8.06. Term of this Agreement.

This Agreement shall terminate on the earlier of (i) the date upon which the Purchaser is the Beneficial Owner of no VMTP Shares, provided that the Purchaser shall be deemed to be the Beneficial Owner of any VMTP Shares transferred in connection with clauses (1), (3), (4) or (6) of the definition of Excluded Transfer, (ii) the registration of any Outstanding VMTP Shares under the Securities Act and (iii) payment in full of all amounts owing to the Purchaser hereunder and under the VMTP Shares; and notwithstanding any termination of this Agreement, the notice requirement of Section 7.01, Section 7.03, Section 8.03, Section 8.05, Section 8.07, Section 8.08, Section 8.10, Section 8.11 and Section 8.13 (for a period of one year after the termination of this Agreement) shall remain in full force and effect.

SECTION 8.07. Governing Law.

This Agreement shall be construed in accordance with and governed by the domestic law of the State of New York.

THE PARTIES HERETO HEREBY SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF THE FEDERAL AND NEW YORK STATE COURTS LOCATED IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, IN CONNECTION WITH ANY DISPUTE RELATED TO THIS AGREEMENT OR ANY MATTERS CONTEMPLATED HEREBY.

SECTION 8.08. Waiver.

The Fund and the Purchaser hereby waive trial by jury in any action, proceeding or counterclaim brought by either of the parties hereto against the other on any matters whatsoever arising out of or in any way connected with this Agreement.

SECTION 8.09. Counterparts.

This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Any counterpart or other signature delivered by facsimile or by electronic mail shall be deemed for all purposes as being a good and valid execution and delivery of this Agreement by that party.

SECTION 8.10. Beneficiaries.

This Agreement is not intended and shall not be construed to confer upon any Person other than the parties hereto, the Indemnified Persons and their successors and permitted assigns any rights or remedies hereunder.

SECTION 8.11. Entire Agreement.

This Agreement shall constitute the entire agreement and understanding between the parties hereto with respect to the matters set forth herein and shall supersede any and all prior agreements and understandings relating to the subject matter hereof.

SECTION 8.12. Severability.

In case any provision of this Agreement shall be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby so long as the intent of the parties to this Agreement shall be preserved.

SECTION 8.13. Confidentiality.

All information, whether oral, written, via computer disk or electronic media or otherwise, to which a party is given access or which is made available to it by the other party (including by such other party’s agents and representatives) in connection with the transactions contemplated by this Agreement or any other Related Document is referred to as “Confidential Information”. Confidential Information shall include, without limitation, all technology, processes, trade secrets, contracts, proprietary information, portfolio information, historical and projected financial information, operating data and organizational cost structures, strategic or management plans, customer information and customer lists, whether received before or after the date hereof. Confidential Information shall also include information of or relating to any parent, subsidiary or Affiliate of a party.

Each party agrees to hold all Confidential Information in confidence, that it will not disclose any Confidential Information to any Person, other than directors, officers, employees, agents or representatives (including those of a legal nature) or prospective purchasers of VMTP Shares or interests therein that have agreed to keep such information confidential (collectively, the “Representatives”) who have a need to know such information in connection with the transactions contemplated by this Agreement or any other Related Document (the “Transactions”), and that it will not use any such Confidential Information for purposes other than in connection with the Transactions. For the avoidance of doubt, any Rating Agency rating the VMTP Shares at the request of the Fund shall not be deemed to be a Representative for purposes of this Section 8.13 and will not be subject to the obligations of this Section 8.13. Each party agrees to inform its Representatives of the confidential and valuable nature of the Confidential Information and of its obligations under this Section 8.13. Each party shall be responsible and liable for any breach of this Section 8.13 by its Representatives. Each party agrees to use reasonable care and implement reasonable controls, but in all events at least the same degree of care and controls that it uses to protect its own confidential and proprietary information of similar importance, to prevent the unauthorized use, disclosure or availability of Confidential Information.

It is understood and agreed that no information shall be within the protection of this Section 8.13 where such information: (a) is or becomes publicly available through no breach of this Section 8.13 by either party or its Representatives, (b) is authorized to be released by the disclosing party, (c) is rightly obtained from a third party, who, to the receiving party’s knowledge, is not under obligation of confidentiality, (d) is required to be disclosed as a matter of law, regulation or industry best practice or legal process or (e) is made available to any regulatory body.

In the event that either party to this Agreement or any of its Representatives becomes legally compelled (by deposition, interrogatory, request for documents, subpoena, regulatory request or demand, civil investigative demand or similar process (“Legal Process”)) to disclose any of the Confidential Information, such party may disclose such Confidential Information to the extent legally required; provided, however, that the Purchaser shall, to the extent permitted by law, rule and regulation and reasonably practicable, notify the Fund prior to such disclosure by the Purchaser so that the Fund may seek, at the Fund’s expense, a protective order or other appropriate remedy; provided, further, that the Purchaser will have no liability to the Fund for failure to provide such notice. In the absence of such protective order, other remedy or waiver by the Fund, the Purchaser may disclose such Confidential Information to the extent legally required. Notwithstanding anything to the contrary contained herein, either party and its Affiliates may disclose Confidential Information, without notice to the other party, to any governmental agency, regulatory authority or self-regulatory authority (including, without limitation, bank and securities examiners) having or claiming to have authority to regulate or oversee any aspect of such party’s business or that of its Affiliates in connection with the exercise of such authority or claimed authority. Nothing herein shall require a party to fail to honor any Legal Process on a timely basis.

In the event that this Agreement is terminated, or at any time upon request, each party agrees to return promptly or destroy all copies of the Confidential Information without retaining any copies thereof and to destroy all copies of any analyses, compilations, studies or other documents prepared by it or for its use containing or reflecting any Confidential Information; provided, however, that each party will be permitted to retain all or any portion of the Confidential Information to comply with its governing laws, regulations or internal policies. Such Confidential Information shall remain subject to the confidentiality obligations set forth in this Section 8.13.

Inasmuch as any breach of this Section 8.13 may result in immediate and irreparable injury, it is recognized and agreed that each party shall be entitled to seek equitable relief, including injunctive relief and specific performance, in addition to all other remedies available at law. Further, all obligations, rights and remedies hereunder shall survive any return or destruction of the Confidential Information and any termination of this Agreement; provided, however, that all obligations, rights and remedies under this Section 8.13 shall survive the termination of this Agreement and remain in full force and effect for one (1) year after the termination of this Agreement.

It is further understood and agreed that no failure or delay by either party in exercising any right, power or privilege under this Section 8.13 shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege under this Section 8.13.

Notwithstanding any other provision of this Agreement, any party or Representative may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the VMTP Shares and all materials of any kind (including opinions or other tax analyses) that are provided to such party relating to such tax treatment or tax structure; provided that the foregoing does not constitute an authorization to disclose information identifying the Fund or any parties to transactions engaged in by the Fund (except to the extent relating to such tax structure or tax treatment) or any non-public commercial or financial information.

SECTION 8.14. General.

This Agreement is executed by or on behalf of the trustees of the Fund solely in their capacity as such trustees and shall not constitute their personal obligation either jointly or severally in their individual capacities. In accordance with the Declaration of Trust, no trustee, shareholder, officer, employee or agent of the Fund shall be held to any personal liability, nor shall resort be had to their private property for the satisfaction of any obligation or claim or otherwise under this Agreement, and the Fund shall be solely liable therefor and all parties hereto shall look solely to the Fund property for the payment of any claim, or the performance of any obligation, hereunder.

Notwithstanding anything expressed or implied in this Agreement to the contrary, nothing in this Agreement shall confer upon the Purchaser any rights to dividends on, or a redemption of, VMTP Shares (other than the rights provided to Holders under the Certificate of Designation) or any rights which would result in the VMTP Shares owned or held by the Purchaser having priority over VMTP Shares owned or held by any other Person as to distribution of assets or payment of dividends.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized representatives as of the day and year first above written.


INVESCO XXX XXXXXX PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST

By:		/S/ Xxxx Xxxx
Name:		Xxxx Xxxx
Title:		Senior Vice President

RBC CAPITAL MARKETS, LLC

By:		/S/ Xxxxxx Xxxxxxx
Name:		Xxxxxx Xxxxxxx
Title:		Managing Director

SCHEDULE I


Description of VMTP Shares:		1,301 Series 0000/0-XXX XXXX Shares, par value $0.01 per share, with a liquidation preference of $100,000 per share

Document Metadata

Table of Contents

Variable Rate Muni Term Preferred Shares Purchase Agreement Invesco Van Kampen Pennsylvania Value Municipal Income Trust as Issuer and RBC CAPITAL MARKETS, LLC as Purchaser May 10, 2012

Document Metadata