Sub-Item 77Q1(a)
AMENDMENT NO. 1
TO THE
AGREEMENT AND DECLARATION OF TRUST
OF
INVESCO MANAGEMENT TRUST
This Amendment No. 1 to the Agreement and Declaration of Trust of Invesco
Management Trust (this "Amendment") amends, effective January 29, 2016, the
Agreement and Declaration of Trust of Invesco Management Trust (the "Trust")
dated as of March 26, 2014, as amended (the "Agreement").
Under Section 9.7 of the Agreement, this Amendment may be executed by a duly
authorized officer of the Trust.
WHEREAS, the Trustees of the Trust approved this amendment and a vote of the
Shareholders is not required for this amendment;
NOW, THEREFORE, the Agreement is hereby amended as follows:
1. Section 7.3 is amended to read as follows:
Section 7.3 Redemptions at the Option of the Trust. At the option of
the Board of Trustees, the Trust may, from time to time, without the
vote of the Shareholders, but subject to the 1940 Act, redeem shares of
any Shareholder or authorize the closing of any Shareholder account,
subject to such conditions as may be established from time to time by
the Board of Trustees and disclosed to Shareholders.
2. All capitalized terms are used herein as defined in the Agreement
unless otherwise defined herein. All references in the Agreement to
"this Agreement" shall mean the Agreement as amended by this Amendment.
3. Except as specifically amended by this Amendment, the Agreement is
hereby confirmed and remains in full force and effect.
IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the Trust,
has executed this Amendment as of January 29, 2016.
By: /s/ Xxxx X. Xxxx
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Name: Xxxx X. Xxxx
Title: Senior Vice President
