Invesco High Income Trust II Sample Contracts

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Sub-Item 77Q1(e) MEMORANDUM OF AGREEMENT (EXPENSE LIMITATIONS) This Memorandum of Agreement is entered into as of the Effective Date on the attached exhibit (the "Exhibit"), between Invesco California Value Municipal Income Trust, Invesco High Income...
Master Investment Advisory Agreement • October 30th, 2013 • Invesco High Income Trust II

This Memorandum of Agreement is entered into as of the Effective Date on the attached exhibit (the "Exhibit"), between Invesco California Value Municipal Income Trust, Invesco High Income Trust II, Invesco Municipal Opportunity Trust, Invesco Trust for Investment Grade New York Municipals (each a "Fund" and collectively the "Funds"), and Invesco Advisers, Inc. ("Invesco"). Invesco shall and hereby agrees to waive fees or reimburse expenses of the Fund severally and not jointly, as indicated in the attached Exhibit.

FORM OF
Broker-Dealer Agreement • May 5th, 2005 • Van Kampen High Income Trust Ii • New York
Exhibit 13(b) AUCTION AGENCY AGREEMENT
Auction Agency Agreement • May 5th, 2005 • Van Kampen High Income Trust Ii • New York
EXHIBIT 13(a) Transfer Agency and Service Agreement
Agreement • May 5th, 2005 • Van Kampen High Income Trust Ii • Massachusetts
WITNESSETH
Support Services Agreement • May 5th, 2005 • Van Kampen High Income Trust Ii • Illinois
MEMORANDUM OF AGREEMENT (Advisory Fee Waivers)
Memorandum of Agreement • June 26th, 2017 • Invesco High Income Trust II

This Memorandum of Agreement is entered into as of the effective date on the attached Exhibit A and B (each an “Exhibit” or, collectively the “Exhibits”), between AIM Counselor Series Trust (Invesco Counselor Series Trust), AIM Equity Funds (Invesco Equity Funds), AIM Funds Group (Invesco Funds Group), AIM Growth Series (Invesco Growth Series), AIM International Mutual Funds (Invesco International Mutual Funds), AIM Investment Funds (Invesco Investment Funds), AIM Investment Securities Funds (Invesco Investment Securities Funds), AIM Sector Funds (Invesco Sector Funds), AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds), AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), AIM Variable Insurance Funds (Invesco Variable Insurance Funds), Invesco Advantage Municipal Income Trust II, Invesco Bond Fund, Invesco California Value Municipal Income Trust, Invesco Dynamic Credit Opportunities Fund, Invesco Exchange Fund, Invesco High Income 2023 Target Term Fund, Invesco High Income Tr

AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 27, 2012 among INVESCO VAN KAMPEN HIGH INCOME TRUST II STATE STREET BANK AND TRUST COMPANY and the other lending institutions party hereto and STATE STREET BANK AND TRUST COMPANY in its capacity...
Credit Agreement • July 20th, 2015 • Invesco High Income Trust II

AMENDED AND RESTATED CREDIT AGREEMENT, dated as of August 27, 2012, by and among INVESCO VAN KAMPEN HIGH INCOME TRUST II, a Delaware statutory trust and a closed-end management investment company (the “Borrower”), the Banks (as hereinafter defined) party hereto from time to time and STATE STREET BANK AND TRUST COMPANY as agent for the Banks (in such capacity, the “Agent”).

W I T N E S S E T H:
Fund Accounting Agreement • May 5th, 2005 • Van Kampen High Income Trust Ii • Illinois
SECOND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF INVESCO HIGH INCOME TRUST II
Agreement and Declaration of Trust • June 26th, 2018 • Invesco High Income Trust II

WHEREAS the Trust was formed on April 2, 2012 by its sole Trustee by the filing of a Certificate of Trust with the office of the Secretary of State of the State of Delaware pursuant to a Declaration of Trust, dated as of March 27, 2012, as amended and restated on May 15, 2012 (the “Original Declaration”);

AMENDMENT TO INVESCO FUNDS TRUSTEE DEFERRED COMPENSATION AGREEMENT
Trustee Deferred Compensation Agreement • March 23rd, 2016 • Invesco High Income Trust II
Transfer Agency and Service Agreement Between Certain Van Kampen Closed-End Funds and EquiServe Trust Company, N.A. and EquiServe, Inc.
Agreement • June 8th, 2012 • Invesco Van Kampen High Income Trust II • Massachusetts

AGREEMENT made as of the 1st day of January, 2002, by and among Certain Van Kampen Closed-End Funds as set forth in Appendix A, having their principal office and place of business at One Parkview Plaza, Oakbrook Terrace, Illinois 60181 (collectively, the “Customers”, or individually, the “Customer”), and EquiServe Trust Company, N.A. and EquiServe Limited Partnership (collectively, the “Transfer Agent”).

FORM OF AMENDED AND RESTATED DEFERRED COMPENSATION AGREEMENT
Deferred Compensation Agreement • May 5th, 2005 • Van Kampen High Income Trust Ii • Illinois
TERMINATION AGREEMENT
Termination Agreement • March 23rd, 2016 • Invesco High Income Trust II

This Agreement is made as of January 16, 2015, by and among Invesco Advisers, Inc. (the “Adviser”) and Invesco Australia Limited (the “Subadviser”).

FORM OF INFORMATION AGENT AGREEMENT
Invesco High Income Trust II • November 1st, 2019 • New York

This letter will serve as the agreement (the “Agreement”) between AST Fund Solutions, LLC (“AST Fund Solutions”) and Invesco High Income Trust II (“the Fund”), pursuant to which AST Fund Solutions will provide the services set forth below in connection with the Fund’s proposed public tender offer of its Common Shares (the “Offer”). The Offer is currently scheduled to commence on November 1, 2019.

MASTER ADMINISTRATIVE SERVICES AGREEMENT
Master Administrative Services Agreement • July 20th, 2015 • Invesco High Income Trust II • Texas

This MASTER ADMINISTRATIVE SERVICES AGREEMENT (the “Agreement”) is made this 1st day of June, 2010 by and between INVESCO ADVISERS, INC., a Delaware corporation (the “Administrator”) and INVESCO VAN KAMPEN HIGH INCOME TRUST II, a Massachusetts business trust (the “Fund”).

Re: Agreement and Plan of Redomestication (“Agreement”) made as of the 2nd day of July, 2012 by and among (i) each of the Invesco closed-end registered investment companies identified as a Predecessor Fund on Exhibit A hereto (each a “Predecessor...
Invesco High Income Trust II • May 1st, 2013

In rendering our opinion, we have reviewed and relied upon: (a) a copy of the executed Agreement, dated as of July 2, 2012; (b) the combined proxy statement/prospectus and, if applicable, the Schedule 14A proxy statement provided to shareholders of each Predecessor Fund in connection with a Special Meeting of Shareholders of each Predecessor Fund held on July 17, 2012, adjourned until August 14, 2012; (c) certain representations concerning the Reorganizations made to us by each Predecessor Fund and each Successor Fund in a letter dated August 27, 2012 (the “Representation Letter”); (d) all other documents, financial and other reports and corporate minutes we deemed relevant or appropriate; and (f) such statutes, regulations, rulings and decisions as we

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AMENDED AND RESTATED MASTER CUSTODIAN CONTRACT
Master Custodian Contract • August 14th, 2015 • Invesco High Income Trust II • Massachusetts

This Contract is made as of June 1, 2010 by and between each entity set forth in Appendix A hereto (as such Appendix A may be amended from time to time) (each such entity and each entity made subject to this Contract in accordance with Sections 18 or 19 hereof, referred to herein as a “Fund”) and State Street Bank and Trust Company, a Massachusetts trust company, having its principal place of business at One Lincoln Street, Boston, Massachusetts, 02110, hereinafter called the “Custodian.”

Transfer Agency and Service Agreement Between Each of the Invesco Closed-End Investment Companies Listed on Schedule A Attached Hereto and Computershare Trust Company, N.A. and Computershare Inc.
Transfer Agency and Service Agreement • June 26th, 2017 • Invesco High Income Trust II • New York

THIS TRANSFER AGENCY AND SERVICE AGREEMENT, effective as of October 1, 2016 (“Effective Date”), is by and between each of the Invesco closed-end investment companies listed on Schedule A attached hereto, as may be amended from time to time (“Schedule A”) (each such investment company, a “Fund”), and Computershare Inc., a Delaware corporation (“Computershare”), and its fully owned subsidiary Computershare Trust Company, N.A., a federally chartered trust company (“Trust Company”, and together with Computershare, “Agent”), each having a principal office and place of business at 250 Royall Street, Canton, Massachusetts 02021.

ITEM 77M: Mergers Van Kampen High Income Trust II ("Acquiring Fund") On July 22, 2005, at a Special Meeting of Shareholders of Van Kampen High Income Trust (the "Target Fund"), shareholders of the Target Fund approved an Agreement and Plan of...
Van Kampen High Income Trust Ii • February 28th, 2006

On July 22, 2005, at a Special Meeting of Shareholders of Van Kampen High Income Trust (the "Target Fund"), shareholders of the Target Fund approved an Agreement and Plan of Reorganization (the "Reorganization Agreement") between the Acquiring Fund and the Target Fund, pursuant to which substantially all of the assets of the Target Fund would be combined with those of the Acquiring Fund and shareholders of the Target Fund would receive shares of the Acquiring Fund with a value equal to the value of their holdings in the Target Fund (the "Reorganization"). The Reorganization Agreement was unanimously approved by the Board of Trustees on February 3, 2005.

Amendment No. 3 to Transfer Agency and Service Agreement
Transfer Agency and Service Agreement • July 20th, 2015 • Invesco High Income Trust II

This Amendment No. 3 (“Amendment”) dated as of December 3, 2012, hereby amends the Transfer Agency and Service Agreement dated January 1, 2002 (the “Agreement”), by and among each Invesco Van Kampen Closed End Fund, severally and not jointly set forth in Appendix A thereto (collectively, the “Company”), and Computershare Inc., and its fully owned subsidiary Computershare Trust Company, N.A., (collectively, the “Transfer Agent” or individually, “Computershare” and the “Trust Company”, respectively).

AMENDMENT AGREEMENT NO. 3
Agreement • July 20th, 2015 • Invesco High Income Trust II • London

This AMENDMENT AGREEMENT NO. 3 (this “Amendment’’) is made as of August 27, 2014, by and among INVESCO HIGH INCOME TRUST II, a Delaware statutory trust and a closed-end management investment company (the “Borrower”), the lending institutions listed on the signature pages hereof and referred to as “Banks” in the Credit Agreement (as hereinafter defined) and STATE STREET BANK AND TRUST COMPANY, as agent for itself and the Banks (in such capacity, the “Agent”).

AMENDMENT NO. 1 TO THE AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF INVESCO VAN KAMPEN HIGH INCOME TRUST II
Invesco High Income Trust II • July 20th, 2015

This Amendment No. 1 (“Amendment”) to the Amended and Restated Agreement and Declaration of Trust of Invesco Van Kampen High Income Trust II amends, effective as of December 3, 2012, the Amended and Restated Agreement and Declaration of Trust of Invesco Van Kampen High Income Trust II (the “Trust”) dated as of May 15, 2012 (the “Agreement”).

AMENDMENT NO. 1 TO AMENDED AND RESTATED SECURITY AGREEMENT
Security Agreement • August 14th, 2015 • Invesco High Income Trust II • New York

Reference is made to that certain Amended and Restated Security Agreement, dated as of August 27, 2012 (as from time to time amended, supplemented or otherwise modified, the “Security Agreement”), among Invesco High Income Trust II (formerly known as Invesco Van Kampen High Income Trust II, the “Borrower”); State Street Bank and Trust Company, as agent (in such capacity, together with its successors and assigns, the “Agent”) for itself and the other lending institutions (collectively, the “Banks”) which are or may become parties to the Amended and Restated Credit Agreement, dated as of August 27, 2012 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) among the Borrower, the Banks, the Agent and the other parties thereto; and State Street Bank and Trust Company, in its capacity as Custodian (as defined in the Credit Agreement) and as “securities intermediary” (as such term is defined in the UCC) with respect to the Securities Account and as a “ba

AMENDMENT NO. 1 TO MASTER ADMINISTRATIVE SERVICES AGREEMENT
Master Administrative Services Agreement • July 20th, 2015 • Invesco High Income Trust II

This Amendment dated as of July 1, 2012, amends the MASTER ADMINISTRATIVE SERVICES AGREEMENT (the “Agreement”) is made June 1, 2010, by and between INVESCO ADVISERS, INC., a Delaware corporation (the “Administrator”) and INVESCO VAN KAMPEN HIGH INCOME TRUST II, a California Limited Partnership (the “Fund”).

AMENDMENT NO. 1 TO AMENDED AND RESTATED SECURITY AGREEMENT
Security Agreement • July 20th, 2015 • Invesco High Income Trust II • New York

Reference is made to that certain Amended and Restated Security Agreement, dated as of August 27, 2012 (as from time to time amended, supplemented or otherwise modified, the “Security Agreement”), among Invesco High Income Trust II (formerly known as Invesco Van Kampen High Income Trust II, the “Borrower”); State Street Bank and Trust Company, as agent (in such capacity, together with its successors and assigns, the “Agent”) for itself and the other lending institutions (collectively, the “Banks”) which are or may become parties to the Amended and Restated Credit Agreement, dated as of August 27, 2012 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) among the Borrower, the Banks, the Agent and the other parties thereto; and State Street Bank and Trust Company, in its capacity as Custodian (as defined in the Credit Agreement) and as “securities intermediary” (as such term is defined in the UCC) with respect to the Securities Account and as a “ba

AMENDMENT AGREEMENT NO. 7
Agreement • June 26th, 2018 • Invesco High Income Trust II • New York

This AMENDMENT AGREEMENT NO. 7 (this “Amendment”) is made as of November 17, 2017, by and among INVESCO HIGH INCOME TRUST II, a Delaware statutory trust and a closed-end management investment company (the “Borrower”), the lending institutions listed on the signature pages hereof and referred to as “Banks” in the Credit Agreement (as hereinafter defined) and STATE STREET BANK AND TRUST COMPANY, as agent for itself and the Banks (in such capacity, the “Agent”).

AMENDMENT AGREEMENT NO. 4
Agreement • March 23rd, 2016 • Invesco High Income Trust II • New York

This AMENDMENT AGREEMENT NO. 4 (this “Amendment”) is made as of August 26, 2015, by and among INVESCO HIGH INCOME TRUST II, a Delaware statutory trust and a closed-end management investment company (the “Borrower”), the lending institutions listed on the signature pages hereof and referred to as “Banks” in the Credit Agreement (as hereinafter defined) and STATE STREET BANK AND TRUST COMPANY, as agent for itself and the Banks (in such capacity, the “Agent”).

AMENDMENT NO. 2 TO MASTER ADMINISTRATIVE SERVICES AGREEMENT
Master Administrative Services Agreement • August 14th, 2015 • Invesco High Income Trust II

This Amendment dated as of August 17, 2012, amends the MASTER ADMINISTRATIVE SERVICES AGREEMENT (the “Agreement”) made June 1, 2010, by and between INVESCO ADVISERS, INC., a Delaware corporation (the “Administrator”) and INVESCO VAN KAMPEN HIGH INCOME TRUST II, a Massachusetts business trust (the “Fund”).

NOTICE OF ASSIGNMENT July 24, 2012
Invesco High Income Trust II • July 20th, 2015
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