Transfer Agency and Service Agreement between former VK Closed-End Funds and ComputerShares - Assignment Letter

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, Invesco Closed End-Funds				Acknowledged and Agreed:
				Computershare Inc. and Computershare Trust Company, N.A.
				Name: Title:		/s/ Xxxxxx X. XxXxxx Xxxxxx X. XxXxxx 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