EXHIBIT (j)(2)(i)
Transfer Agency and Service Agreement between former
VK Closed-End Funds and ComputerShares - Assignment Letter
Original executed copy of this letter has been provided to Xxxx Xxxxxxxx. Please
contact Xxxx if you need the original for any reason.
June 1, 2010
Xxxxxxxxxxx Xxxxx
Relationship Manager, Investor Services
Computershare
000 Xxxxxx Xxxxxx, Xxxxxx, XX 00000
Dear Xx. Xxxxx:
You may be aware that Invesco Ltd. ("Invesco") has entered into an agreement
to acquire Xxxxxx Xxxxxxx'x retail asset management business, including Xxx
Xxxxxx Investments and the Xxx Xxxxxx Closed-End Funds ("Funds") (the
acquisition is referred to herein as the "Transaction"), which we expect to
close on June 1, 2010 ("Closing"). The Transaction will constitute a change of
control whereby at Closing, the Funds will be renamed to include the Invesco
brand, as indicated in the attached Appendix A, which may be amended from time
to time.
We make reference to the Transfer Agency and Service Agreement ("Agreement") by
and between Certain Xxx Xxxxxx Closed-End Funds and Computershare Inc. (formerly
known as EquiServe, Inc.) and Computershare Trust Company N.A. (formerly known
as EquiServe Trust Company, N.A.), dated January 1, 2002, as amended January 20,
2009.
In an effort to transition the business of the Funds effectively at Closing, we
are asking you to execute this letter as a one-time waiver of any terms in the
Agreement which may grant you the right to terminate the Agreement as a result
of the Transaction. This letter will not affect your right to receive payments
under the Agreement. Additionally, by signing this letter, you agree that at
Closing the Agreement will be amended as follows:
1. Appendix A shall be deleted in its entirety and replaced with amended
Appendix A, attached hereto and incorporated herein.
Capitalized terms used but not otherwise defined herein have the definition set
forth in the Agreement. Other than as amended hereby, all terms and conditions
of the Agreement are ratified and affirmed as of the date hereof in order to
give effect to the terms hereof.
This letter agreement shall be governed by and construed under the laws of the
Commonwealth of Massachusetts without regard to choice of law provisions and may
be executed in counterparts, each of which shall be deemed to be an original
document.
If you agree with the foregoing, please sign the appropriate line below and
return the signed letter to Xxxx Xxxxxxxx at: Invesco Investment Services, Inc.,
00 Xxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, XX 00000-0000.
Yours truly, Acknowledged and Agreed:
/s/ Xxxx X. Xxxx COMPUTERSHARE INC. AND
-------------------------------- COMPUTERSHARE TRUST COMPANY, N.A.
Invesco Closed End-Funds
Name: /s/ Xxxxxx X. XxXxxx
-------------------------
Xxxxxx X. XxXxxx
Title: President, U.S.Equity Services
SCHEDULE A
INVESCO XXX XXXXXX CLOSED-END FUNDS
Invesco Xxx Xxxxxx Advantage Municipal Income Trust II
Invesco Xxx Xxxxxx Bond Fund
Invesco Xxx Xxxxxx California Value Municipal Income Trust
Invesco Xxx Xxxxxx Dynamic Credit Opportunities Fund
Invesco Xxx Xxxxxx High Income Trust II
Invesco Xxx Xxxxxx Massachusetts Value Municipal Income Trust
Invesco Xxx Xxxxxx Municipal Opportunity Trust
Invesco Xxx Xxxxxx Municipal Trust
Invesco Xxx Xxxxxx Ohio Quality Municipal Trust
Invesco Xxx Xxxxxx Pennsylvania Value Municipal Income Trust
Invesco Xxx Xxxxxx Select Sector Municipal Trust
Invesco Xxx Xxxxxx Senior Income Trust
Invesco Xxx Xxxxxx Senior Loan Fund
Invesco Xxx Xxxxxx Trust for Insured Municipals
Invesco Xxx Xxxxxx Trust for Investment Grade Municipals
Invesco Xxx Xxxxxx Trust For Investment Grade New Jersey Municipals
Invesco Xxx Xxxxxx Trust for Investment Grade New York Municipals