Invesco High Income 2023 Target Term Fund Sample Contracts

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Invesco High Income 2023 Target Term Fund • April 28th, 2017
Morgan Stanley & Co. LLC MASTER AGREEMENT AMONG UNDERWRITERS REGISTERED SEC OFFERINGS (INCLUDING MULTIPLE SYNDICATE OFFERINGS) AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)
Master Agreement • November 21st, 2016 • Invesco High Income 2023 Target Term Fund • New York

This Master Agreement Among Underwriters (this “Master AAU”), dated as of October 1, 2012, is by and between Morgan Stanley & Co. LLC (“Morgan Stanley,” or “we”) and the party named on the signature page hereof (an “Underwriter,” as defined in Section 1.1 hereof, or “you”). From time to time we or one or more of our affiliates may invite you (and others) to participate on the terms set forth herein as an underwriter or an initial purchaser, or in a similar capacity, in connection with certain offerings of securities that are managed solely by us or with one or more other co-managers. If we invite you to participate in a specific offering and sale of securities (an “Offering”) to which this Master AAU will apply, we will send the information set forth in Section 1.1 hereof to you by one or more wires, telexes, telecopy or electronic data transmissions, or other written communications (each, a “Wire,” and collectively, an “AAU”), unless you are otherwise deemed to have accepted an AAU wi

STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • November 28th, 2016 • Invesco High Income 2023 Target Term Fund • New York

Reference is made to the Underwriting Agreement dated [ ], 2016 (the “Underwriting Agreement”), by and among Invesco High Income 2023 Target Term Fund (the “Fund”), Invesco Advisers, Inc. (the “Company”) and each of the Underwriters named in Schedule I thereto, with respect to the issue and sale (the “Offering”) of the Fund’s common shares of beneficial interest, no par value per share (the “Common Shares”), as described therein. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.

Morgan Stanley & Co. LLC MASTER SELECTED DEALERS AGREEMENT REGISTERED SEC OFFERINGS AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)
Master Selected Dealers Agreement • November 28th, 2016 • Invesco High Income 2023 Target Term Fund • New York

This Master Selected Dealers Agreement (this “Master SDA”), dated as of June 1, 2011, is by and between Morgan Stanley & Co. LLC (including its successors and assigns) (“we,” “our,” “us” or the “Manager”) and the party named on the signature page hereof (a “Dealer,” “you” or “your”). From time to time, in connection with an offering and sale (an “Offering”) of securities (the “Securities”), managed solely by us or with one or more other managers or co-managers, we or one or more of our affiliates may offer you (and others) the opportunity to purchase as principal a portion of such securities on the terms set forth herein as a Selected Dealer (as defined below).

STRUCTURING FEE AGREEMENT
Fee Agreement • November 28th, 2016 • Invesco High Income 2023 Target Term Fund • New York

Reference is made to the Underwriting Agreement dated November 22, 2016 (the “Underwriting Agreement”), by and among Invesco High Income 2023 Target Term Fund (the “Fund”), Invesco Advisers, Inc. (the “Company”) and each of the Underwriters named in Schedule I thereto, with respect to the issue and sale (the “Offering”) of the Fund’s common shares of beneficial interest, no par value per share (the “Common Shares”), as described therein. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.

STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • November 28th, 2016 • Invesco High Income 2023 Target Term Fund • New York

Reference is made to the Underwriting Agreement dated August 23, 2016 (the “Underwriting Agreement”), by and among Invesco High Income 2023 Target Term Fund (the “Fund”), Invesco Advisers, Inc. (the “Investment Manager”) and each of the Underwriters named therein (the “Underwriters”), severally, with respect to the issue and sale of the Fund’s common shares of beneficial interest, no par value (the “Common Shares”), as described therein (the “Offering”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.

STRUCTURING AND SYNDICATION FEE AGREEMENT
Structuring and Syndication Fee Agreement • November 28th, 2016 • Invesco High Income 2023 Target Term Fund • New York

This agreement is between Invesco Advisers, Inc. (the “Company”) and Morgan Stanley & Co. LLC (“Morgan Stanley”) with respect to Invesco High Income 2023 Target Term Fund (the “Fund”).

STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • November 21st, 2016 • Invesco High Income 2023 Target Term Fund • New York

Reference is made to the Underwriting Agreement dated [ ], 2016 (the “Underwriting Agreement”), by and among Invesco High Income 2023 Target Term Fund (the “Fund”), Invesco Advisers, Inc. (the “Company”) and each of the Underwriters named in Schedule I thereto, with respect to the issue and sale (the “Offering”) of the Fund’s common shares of beneficial interest, no par value per share (the “Common Shares”), as described therein. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.

AMENDED AND RESTATED MASTER CUSTODIAN CONTRACT
Master Custodian Contract • October 21st, 2016 • Invesco High Income 2023 Target Term Fund • Massachusetts

This Contract is made as of June 1, 2010 by and between each entity set forth in Appendix A hereto (as such Appendix A may be amended from time to time) (each such entity and each entity made subject to this Contract in accordance with Sections 18 or 19 hereof, referred to herein as a “Fund”) and State Street Bank and Trust Company, a Massachusetts trust company, having its principal place of business at One Lincoln Street, Boston, Massachusetts, 02110, hereinafter called the “Custodian.”

AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF INVESCO HIGH INCOME 2023 TARGET TERM FUND
And Restated Agreement and Declaration of Trust • November 21st, 2016 • Invesco High Income 2023 Target Term Fund

WHEREAS the Trust was formed on August 22, 2016 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 August 22, 2016 (the “Original Declaration”);

INVESCO FUNDS TRUSTEE DEFERRED COMPENSATION AGREEMENT
Trustee Deferred Compensation Agreement • October 11th, 2016 • Invesco High Income 2023 Target Term Fund • Texas

AGREEMENT, made on this day of , 20 , by and between the registered management investment companies contained in the Invesco Funds Complex listed on Appendix A hereto (each, a “Fund”), and (the “Trustee”) residing at .

AMENDMENT NO. 1 TO TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • November 21st, 2016 • Invesco High Income 2023 Target Term Fund

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”).

] Shares INVESCO HIGH INCOME 2023 TARGET TERM FUND COMMON SHARES OF BENEFICIAL INTEREST, NO PAR VALUE PER SHARE UNDERWRITING AGREEMENT
Underwriting Agreement • November 28th, 2016 • Invesco High Income 2023 Target Term Fund • New York

Invesco High Income 2023 Target Term Fund (the “Fund”), a statutory trust organized under the laws of the State of Delaware, is a newly organized, non-diversified, closed-end management investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Fund proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) [ ] shares of its common shares of beneficial interest, no par value per share (the “Firm Shares”). The Fund also proposes to issue and sell to the several Underwriters not more than an additional [ ] shares of its common shares of beneficial interest, no par value per share (the “Additional Shares”) if and to the extent that you, as managers of the offering (the “Representatives”), shall have determined to exercise, on behalf of the Underwriters, the right to purchase such Additional Shares granted to the Underwriters in Section 3 hereof. The Firm Shares and the Additional Shares

THIRD AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF INVESCO HIGH INCOME 2023 TARGET TERM FUND
And Restated Agreement and Declaration of Trust • May 13th, 2024 • Invesco High Income 2023 Target Term Fund

WHEREAS the Trust was formed on August 22, 2016 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 August 22, 2016 (the “Original Declaration”);

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • November 21st, 2016 • Invesco High Income 2023 Target Term Fund • Texas

THIS AGREEMENT is made this 21st day of November, 2016, by and between Invesco High Income 2023 Target Term Fund, a Delaware statutory trust (the “Trust”), and Invesco Advisers, Inc., a Delaware corporation (the “Adviser”).

MASTER ADMINISTRATIVE SERVICES AGREEMENT
Master Administrative Services Agreement • November 21st, 2016 • Invesco High Income 2023 Target Term Fund • Texas

This MASTER ADMINISTRATIVE SERVICES AGREEMENT (the “Agreement”) is made this 21st day of November, 2016 by and between INVESCO ADVISERS, INC., a Delaware corporation (the “Administrator”) and INVESCO HIGH INCOME 2023 TARGET TERM FUND, a Delaware statutory trust (the “Fund”).

AMENDMENT TO INVESCO FUNDS TRUSTEE DEFERRED COMPENSATION AGREEMENT
Trustee Deferred Compensation Agreement • October 11th, 2016 • Invesco High Income 2023 Target Term Fund
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 • October 11th, 2016 • Invesco High Income 2023 Target Term Fund • 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.

MARKETING FEE AGREEMENT
Marketing Fee Agreement • November 28th, 2016 • Invesco High Income 2023 Target Term Fund • New York

Reference is made to the Underwriting Agreement dated [ ], 2016 (the “Underwriting Agreement”), by and among Invesco High Income 2023 Target Term Fund (the “Fund”), Invesco Advisers, Inc. (the “Company”) and each of the Underwriters named in Schedule I thereto, with respect to the issue and sale (the “Offering”) of the Fund’s common shares of beneficial interest, no par value per share (the “Common Shares”), as described therein. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.

STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • November 21st, 2016 • Invesco High Income 2023 Target Term Fund • New York

STRUCTURING FEE AGREEMENT (the “Agreement”), dated as of [ ] 2016, between Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and Invesco Advisers, Inc. (“Invesco”).

MASTER ADMINISTRATIVE SERVICES AGREEMENT
Master Administrative Services Agreement • October 11th, 2016 • Invesco High Income 2023 Target Term Fund • Texas

This MASTER ADMINISTRATIVE SERVICES AGREEMENT (the “Agreement”) is made this [21st day of November, 2016] by and between INVESCO ADVISERS, INC., a Delaware corporation (the “Administrator”) and INVESCO HIGH INCOME 2023 TARGET TERM FUND, a Delaware statutory trust (the “Fund”).

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