0001193125-17-213344 Sample Contracts

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

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SECOND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF INVESCO HIGH INCOME TRUST II
Agreement and Declaration of Trust • June 26th, 2017 • 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”);

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.

AMENDMENT AGREEMENT NO. 5
Agreement • June 26th, 2017 • Invesco High Income Trust II • New York

This AMENDMENT AGREEMENT NO. 5 (this “Amendment”) is made as of November 20, 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. 1 TO TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • June 26th, 2017 • Invesco High Income Trust II

This Amendment No. 1 (“Amendment”) dated November 21, 2016, and hereby amends that certain Transfer Agency and Service Agreement by and among each Invesco 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) dated October 1, 2016 (the “Agreement”).

AMENDMENT AGREEMENT NO. 6
Agreement • June 26th, 2017 • Invesco High Income Trust II • New York

This AMENDMENT AGREEMENT NO. 6 (this “Amendment”) is made as of November 18, 2016, 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 11 Banks11 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”).

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