Sub-Item 77Q1(a)
AMENDMENT NO. 1
TO THE
SECOND AMENDED AND RESTATED
AGREEMENT AND DECLARATION OF TRUST
OF
INVESCO MANAGEMENT TRUST
This Amendment No. 1 to the Second Amended and Restated Agreement and
Declaration of Trust of Invesco Management Trust (this "Amendment") amends,
effective April 2, 2018, the Second Amended and Restated Agreement and
Declaration of Trust of Invesco Management Trust (the "Trust") dated as of
April 11, 2017, 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 Trust desires to amend the Agreement to add Class A Shares to
Invesco Conservative Income Fund;
NOW, THEREFORE, the Agreement is hereby amended as follows:
1. Schedule A of the Agreement is hereby amended and restated to read in
its entirety as set forth on Exhibit 1 to this Amendment.
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 19, 2018.
By: /s/ Xxxx X. Xxxx
------------------------------
Name: Xxxx X. Xxxx
Title: Senior Vice President
EXHIBIT 1
"SCHEDULE A
INVESCO MANAGEMENT TRUST
PORTFOLIOS AND CLASSES THEREOF
PORTFOLIO CLASSES OF PORTFOLIO
--------- -------------------------------------
Invesco Conservative Income Fund Class A Shares
Institutional Class"
