0001193125-18-204162 Sample Contracts

MEMORANDUM OF AGREEMENT (Advisory Fee Waivers)
Memorandum of Agreement • June 26th, 2018 • Invesco Senior Income Trust

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 20

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SECOND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF INVESCO SENIOR INCOME TRUST
Agreement and Declaration of Trust • June 26th, 2018 • Invesco Senior Income Trust

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 AGREEMENT NO. 3
Agreement • June 26th, 2018 • Invesco Senior Income Trust • New York

This AMENDMENT AGREEMENT NO. 3 (this “Amendment”) is made as of April 27, 2018, by and among INVESCO SENIOR INCOME TRUST, 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. 2
Agreement • June 26th, 2018 • Invesco Senior Income Trust • New York

This AMENDMENT AGREEMENT NO. 2 (this “Amendment”) is made as of December 7, 2017, by and among INVESCO SENIOR INCOME TRUST, 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”).

ASSIGNMENT AND ACCEPTANCE dated as of August 11, 2017
Assignment and Acceptance • June 26th, 2018 • Invesco Senior Income Trust • New York

Reference is made to the Credit Agreement, dated as of December 10, 2015 (as from time to time amended and in effect, the “Credit Agreement”), by and among INYESCO SENIOR INCOME TRUST, a Delaware statutory trust registered as a closed-end management investment company under the Investment Company Act of 1940, as amended (the “Borrower”), STATE STREET BANK AND TRUST COMPANY and the other Banks (as hereinafter defined) party hereto from time to time, and STATE STREET BANK AND TRUST COMPANY, as agent for itself and the Banks (in such capacity, the “Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement.

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