AMENDMENT NO. 1 TO THE AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF INVESCO VAN KAMPEN HIGH INCOME TRUST II

AMENDMENT NO. 1

TO THE

AMENDED AND RESTATED AGREEMENT

AND DECLARATION OF TRUST

OF

INVESCO XXX XXXXXX HIGH INCOME TRUST II

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

Under Section 10.5 of the Agreement, a duly authorized officer of the Trust may execute this Amendment.

WHEREAS, the Trust desires to amend the Agreement to change the name of the Trust from Invesco Xxx Xxxxxx High Income Trust II to Invesco High Income Trust II;

NOW, THEREFORE, the Agreement is hereby amended as follows:

1. All references in the Agreement to “this Agreement” shall mean the Agreement as amended by this Amendment.

2. 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 July 20, 2012.

By:		/s/ Xxxx X. Xxxx
		Name: Xxxx X. Xxxx
		Title:   Senior Vice President