VVR Invesco Senior Income Trust

As filed with the Securities and Exchange Commission on March 6, 2025

Securities Act File No. 333-283795

Investment Company Act File No. 811-08743

 

 

 

United States

Securities and Exchange Commission

Washington, D.C. 20549

 

 

FORM N-2

 

 

 

Registration Statement
under
the Securities Act of 1933				☒
Pre-Effective Amendment No.				☐
Post-Effective Amendment No. 1				☒
and/or
Registration Statement
under
the Investment Company Act of 1940				☒
Amendment No. 11				☒

 

 

INVESCO SENIOR INCOME TRUST

(Exact Name of Registrant as Specified in Charter)

 

 

11 Greenway Plaza, Houston, TX 77046-1173

(Address of Principal Executive Offices)

Registrant’s Telephone Number, Including Area Code: (713) 626-1919

Melanie Ringold, Esq.

11 Greenway Plaza, Houston, Texas 77046

(Name and Address of Agent for Service)

 

 

Copies to:

 

Taylor V. Edwards, Esquire		Matthew R. DiClemente, Esquire
Invesco Advisers, Inc.		Mena M. Larmour, Esquire
225 Liberty Street, 15th FL		Stradley Ronon Stevens and Young, LLP
New York, NY 10281-1087		2005 Market Street, Suite 2600
		Philadelphia. Pennsylvania 19103-7018

 

 

Approximate Date of Commencement of Proposed Public Offering:

From time to time after the effective date of this Registration Statement.

 

☐	Check box if the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans.

 

☒	Check box if any securities being registered on this Form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933 (“Securities Act”), other than securities offered in connection with a dividend reinvestment plan.

 

☒	Check box if this Form is a registration statement pursuant to General Instruction A.2 or a post-effective amendment thereto.

 

☐	Check box if this Form is a registration statement pursuant to General Instruction B or a post-effective amendment thereto that will become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act.

 

☐	Check box if this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction B to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act.

It is proposed that this filing will become effective (check appropriate box):

 

☐	when declared effective pursuant to Section 8(c) of the Securities Act.

If appropriate, check the following box:

 

☐	This [post-effective] amendment designates a new effective date for a previously filed [post-effective amendment] [registration statement].

 

☐	This Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: .

 

☐	This Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: .

 

☒	This Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: 333-283795 .

Check each box that appropriately characterizes the Registrant:

 

☒	Registered Closed-End Fund (closed-end  company that is registered under the Investment Company Act of 1940 (“Investment Company Act”)).

 

☐	Business Development Company (closed-end company that intends or has elected to be regulated as a business development company under the Investment Company Act).

 

☐	Interval Fund (Registered Closed-End Fund or a Business Development Company that makes periodic repurchase offers under Rule 23c-3 under the Investment Company Act).

 

☒	A.2 Qualified (qualified to register securities pursuant to General Instruction A.2 of this Form).

 

☐	Well-Known Seasoned Issuer (as defined by Rule 405 under the Securities Act).

 

☐	Emerging Growth Company (as defined by Rule 12b-2 under the Securities Exchange Act of 1934 (“Exchange Act”)).

 

☐	If an Emerging Growth Company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act.

 

☐	New Registrant (registered or regulated under the Investment Company Act for less than 12 calendar months preceding this filing).

 

 

 

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EXPLANATORY NOTE

This Post-Effective Amendment No. 1 to the Registration Statement on Form N-2 (File Nos. 333-283795 and 811-08743) of Invesco Senior Income Trust (the “Registration Statement”) is being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the “Securities Act”), solely for the purpose of filing certain exhibits to the Registration Statement. Accordingly, this Post-Effective Amendment No. 1 consists only of a facing page, this explanatory note, Part C of the Registration Statement and exhibits h(ii), e and s filed pursuant to Item 25 of the Registration Statement. This Post-Effective Amendment No. 1 does not modify any other part of the Registration Statement. Pursuant to Rule 462(d) under the Securities Act, this Post-Effective Amendment No. 1 shall become effective immediately upon filing with the Securities and Exchange Commission. Parts A and B of the Registration Statement are hereby incorporated by reference.

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PART C

OTHER INFORMATION

Item 25. Financial Statements And Exhibits

(1) Contained in Part A:

Financial Highlights of the Invesco Senior Income Trust (the “Registrant”) for the last ten fiscal years and for the fiscal period ended August 31, 2024.

Registrant’s Financial Statements for the fiscal years ended February 29, 2024, February 28, 2023, February 28, 2022, February 28, 2021 and February  29, 2020, are incorporated in Part A by reference to Registrant’s February 29, 2024 Annual Report (audited) on Form N-CSR as filed with the U.S. Securities and Exchange Commission (the “SEC” or the “Commission”) via EDGAR Accession No. 0001193125-24-129417 on May 2, 2024.

Registrant’s Financial Statements for the fiscal years ended February 28, 2019, February 28, 2018, February 28, 2017, February 29, 2016 and February  28, 2015, are incorporated in Part A by reference to Registrant’s February 28, 2019 Annual Report (audited) on Form N-CSR as filed with the SEC via EDGAR Accession No. 0001193125-19-142262 on May 9, 2019.

Registrant’s Financial Statements for the fiscal period ended August  31, 2024, are incorporated in Part A by reference to Registrant’s August  31, 2024 Semi-Annual Report (unaudited) on Form N-CSR as filed with the SEC via EDGAR Accession No. 0001193125-24-249732 on November 1, 2024.

Contained in Part B:

Registrant’s Financial Statements are incorporated in Part B by reference to Registrant’s February  29, 2024 Annual Report (audited) on Form N-CSR as filed with the SEC via EDGAR Accession No. 0001193125-24-129417 on May 2, 2024.

(2) Exhibits

 

(a)		(i)				Fourth Amended and Restated Agreement and Declaration of Trust of Registrant, dated September  20, 2022 (incorporated by reference to Registrant’s report on Form N-CEN filed with the Securities and Exchange Commission on May 14, 2024)
(b)		(i)				By-Laws of Registrant, effective as of September  20, 2022 (incorporated by reference to Registrant’s report on Form CEN/A filed with the Securities and Exchange Commission on September 20, 2023)
(c)						Not applicable
(d)						Not applicable
(e)						Dividend Reinvestment Plan of Registrant (filed herewith)
(f)						Not applicable
(g)		(i)		(1)		Amended and Restated Master Investment Advisory Agreement, dated as of July  1, 2020 between the Registrant and Invesco Advisers, Inc. (incorporated by reference to Exhibit (g)(i)(1) to Registrant’s report on Form N-2 filed with the Securities and Exchange Commission on December 13, 2024)
		(ii)		(1)		Amended and Restated Master Intergroup Sub-Advisory Contract, dated July  1, 2020 between Invesco Advisers, Inc. and each of Invesco Canada Ltd., Invesco Asset Management Deutschland GmbH, Invesco Asset Management Ltd., Invesco Asset Management (Japan) Limited, Invesco Hong Kong Limited and Invesco Senior Secured Management, Inc.. (incorporated by reference to Exhibit (g)(ii)(1) to Registrant’s report on Form N-2 filed with the Securities and Exchange Commission on December 13, 2024)

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(h)		(i)				Distribution Agreement dated as of January  31, 2025 between the Registrant and Invesco Distributors, Inc. (incorporated by reference to Exhibit (h)  to Registrant’s report on Form N-2/A filed with the Securities and Exchange Commission on February 7, 2025.)
		(ii)				Form of Sub-Placement Agent Agreement dated as of [___] between Invesco Distributors, Inc. and JonesTrading Institutional Services LLC (filed herewith)
(i)		(i)				Form of AIM Funds Retirement Plan for Eligible Directors/Trustees, as approved by the Board of Directors/Trustees on December  31, 2011 (incorporated into this filing by reference to Post-Effective Amendment No. 87 to AIM Sector Funds (Invesco Sector Funds) registration statement filed on August 26, 2014
		(ii)				Form of Invesco Funds Trustee Deferred Compensation Agreement as approved by the Board of Directors/Trustees on December  31, 2011 (incorporated into this filing by reference to Post-Effective Amendment No. 89 to AIM Sector Funds (Invesco Sector Funds) registration statement filed on August 27, 2015
		(iii)				Form of Amendment to Form of Invesco Funds Trustee Deferred Compensation Agreement, as approved by the Board of Directors/Trustees on December 31, 2011 (incorporated into this filing by reference to Post-Effective Amendment No. 91 to AIM Sector Funds (Invesco Sector Funds) registration statement filed on August 24, 2016)
(j)		(i)				Master Custodian Agreement, dated June  1, 2018, between Registrant and State Street Bank and Trust Company (incorporated into this filing by preference to Post-Effective Amendment No.  89 to AIM Investment Securities Funds (Invesco Investment Securities Funds) Registration Statement on Formo N-1A, filed on June 27, 2019)
		(ii)				Amendment to Master Custodian Agreement, dated July  1, 2024, between Registrant and State Street Bank and Trust Company (incorporated by reference to Exhibit (j)(ii) to Registrant’s report on Form N-2 filed with the Securities and Exchange Commission on December 13, 2024)
(k)		(i)				Memorandum of Agreement, dated December  10, 2024 regarding advisory fee waivers and affiliated money market fund waivers, between Registrant and Invesco Advisers, Inc. (incorporated by reference to Exhibit (k)(i) to Registrant’s report on Form N-2 filed with the Securities and Exchange Commission on December 13, 2024)
		(ii)		(1)		Transfer Agency and Service Agreement, dated May  11, 2016, between Registrant and Computershare Trust Company, N.A. and Computershare Inc. (incorporated by reference to Exhibit (k)(ii)(7) to Registrant’s report on Form N-2/A filed with the Securities and Exchange Commission on June 26, 2017)
				(2)		Amendment No. 1 to Transfer Agency and Service Agreement, dated November  21, 2016 (incorporated by reference to Exhibit (k)(ii)(8) to Registrant’s report on Form N-2/A filed with the Securities and Exchange Commission on June  26, 2017)
				(3)		Amendment No. 2 to Transfer Agency and Service Agreement, dated October  1, 2019 (incorporated by reference to Exhibit (k)(ii)(3) to Registrant’s report on Form N-2 filed with the Securities and Exchange Commission on December 13, 2024)
		(iii)		(1)		Amended and Restated Master Administrative Services Agreement, dated July  1, 2020, between Registrant and Invesco Advisers, Inc. (incorporated by reference to Exhibit (k)(iii)(1) to Registrant’s report on Form N-2 filed with the Securities and Exchange Commission on July 20, 2015)

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(l)						Opinion and Consent of Stradley Ronon Stevens  & Young, LLP (incorporated by reference to Exhibit (l)  to Registrant’s report on Form N-2/A filed with the Securities and Exchange Commission on February 7, 2025).
(m)						Not applicable
(n)						Consent of Independent Registered Public Accounting Firm (incorporated by reference to Exhibit (n)  to Registrant’s report on Form N-2/A filed with the Securities and Exchange Commission on February 7, 2025)
(o)						Not applicable
(p)						Not applicable
(q)						Not applicable
(r)		(i)				Code of Ethics and Personal Trading Policy for North America, dated January 2025, relating to Invesco Advisers, Inc., Invesco Canada Ltd., Invesco Senior Secured Management and Invesco Capital Management, LLC (incorporated by reference to Exhibit (r)(i) to Registrant’s report on Form N-2/A filed with the Securities and Exchange Commission on February 7, 2025.)
		(ii)				Code of Ethics and Personal Trading Policy for EMEA, dated January 2025, relating to Invesco Asset Management Limited and Invesco Asset Management Deutschland (GmbH) (incorporated by reference to Exhibit (r)(ii) to Registrant’s report on Form N-2/A filed with the Securities and Exchange Commission on February 7, 2025.)
		(iii)				Code of Ethics and Personal Trading Policy for APAC, dated January 2025, relating to Invesco Asset Management (Japan) Limited and Invesco Hong Kong Limited and Invesco Asset Management (India) PVT. LTD. (incorporated by reference to Exhibit (r)(iii) to Registrant’s report on Form N-2/A filed with the Securities and Exchange Commission on February 7, 2025.)
(s)						Amended and Restated Calculation of Filing Fees Exhibit (filed herewith)
(t)						Powers of Attorney for Brown, Deckbar, Hostetler, Jones, Krentzman, Kupor, LaCava, Liddy, Mathai-Davis, Motley,Perkin, Ressel, Sharp, and Vandivort dated December 18, 2024. (incorporated by reference to PEA No. 205 to AIM Counselor Series Trust (Invesco Counselor Series Trust) Registration Statement on Form N-1A, filed on January 31, 2025)

Item 26. Marketing Arrangements

Reference is made to Exhibit (h) to this Registration Statement to be filed by further amendment.

Item 27. Other Expenses of Issuance and Distribution

The following table sets forth the estimated expenses to be incurred in connection with the offering described in this Registration Statement:

 

NYSE Listing Fees		$	79,925
SEC Registration Fees		$	47,977
Printing/Engraving Expenses		$	15,000
Independent Registered Public Accounting Firm Fees		$	15,000
Legal Fees		$	100,000
FINRA Fees		$	47,509
Total		$	305,411

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Item 28. Persons Controlled by or Under Common Control with Registrant

None

Item 29. Number of Holders of Securities

 

Title of Class		Number of Record Shareholders as of January 27, 2025
Common Shares, no par value		214
Preferred Shareholder		1

Item 30. Indemnification

Indemnification provisions for officers, trustees, and employees of the Registrant are set forth in Article VIII of the Registrant’s Fourth Amended and Restated Agreement and Declaration of Trust and Article VIII of its Bylaws and are hereby incorporated by reference. See Item 25(2)(a)(i) and (b)(i) above. Under the Fourth Amended and Restated Agreement and Declaration of Trust, effective as of September 20, 2022, as amended (i) Trustees or officers, when acting in such capacity, shall not be personally liable for any act, omission or obligation of the Registrant or any Trustee or officer except by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office with the Registrant; (ii) every Trustee, officer, employee or agent of the Registrant shall be indemnified to the fullest extent permitted under the Delaware Statutory Trust Act, the Registrant’s Bylaws and other applicable law; (iii) in case any shareholder or former shareholder of the Registrant shall be held to be personally liable solely by reason of his being or having been a shareholder of the Registrant and not because of his acts or omissions or for some other reason, the shareholder or former shareholder (or his heirs, executors, administrators or other legal representatives, or, in the case of a corporation or other entity, its corporate or general successor) shall be entitled, out of the Registrant’s assets, to be held harmless from and indemnified against all loss and expense arising from such liability in accordance with the Bylaws and applicable law. The Registrant, on its own behalf, assume the defense of any such claim made against the shareholder for any act or obligation of the Registrant.

The Registrant and other investment companies and their respective officers and trustees are insured under a joint Mutual Fund Directors and Officers Liability Policy, issued by ICI Mutual Insurance Company and certain other domestic insurers, with limits up to $100,000,000 an additional; $50,000,000 of excess coverage (plus an additional $30,000,000 limit that applies to independent directors/trustees only).

Section 16 of the Master Investment Advisory Agreement between the Registrant and Invesco Advisers, Inc. (“Invesco Advisers”) provides that in the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of Invesco Advisers or any of its officers, directors or employees, that Invesco Advisers shall not be subject to liability to the Registrant, or to any shareholder of the Registrant for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security.

Section 10 of the Master Intergroup Sub-Advisory Contract for Mutual Funds (the Sub-Advisory Contract) between Invesco Advisers, on behalf of Registrant, and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Canada Ltd., Invesco Hong Kong Limited and Invesco Senior Secured Management, Inc. (each a Sub-Adviser, collectively the Sub-Advisers) provides that the Sub-Adviser shall not be liable for any costs or liabilities arising from any error of judgment or mistake of law or any loss suffered by the Registrant in connection with the matters to which the Sub-Advisory Contract relates except a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Sub-Adviser in the performance by the Sub-Adviser of its duties or from reckless disregard by the Sub-Adviser of its obligations and duties under the Sub-Advisory Contract.

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Item 31. Business and Other Connections of the Investment Adviser

The only employment of a substantial nature of Invesco Adviser’s directors and officers is with the Advisers and its affiliated companies. For information as to the business, profession, vocation or employment of a substantial nature of each of the officers and directors of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Canada Ltd. (each a Sub-Adviser, collectively the Sub-Advisers) reference is made to Form ADV filed under the Investment Advisers Act of 1940, as amended, by each Sub-Adviser herein incorporated by reference. Reference is also made to the caption “Fund Management – The Advisers” in the Prospectuses which comprises Part A of this Registration Statement, and to the caption “Investment Advisory and Other Services” of the Statement of Additional Information which comprises Part B of this Registration Statement.

Item 32. Location of Accounts and Records

Invesco Advisers, Inc., 1331 Spring Street NW, Suite 2500, Atlanta, Georgia 30309, maintains physical possession of each such account, book or other document of the Registrant at the Registrant’s principal executive offices, 11 Greenway Plaza, Houston, Texas 77046-1173, except for those maintained at its Atlanta offices at the address listed above or at its Louisville, Kentucky offices, 400 West Market Street, Suite 3300, Louisville, Kentucky 40202 and except for those relating to certain transactions in portfolio securities that are maintained by the Registrant’s Custodian, State Street Bank and Trust Company, 225 Franklin Street, Boston, Massachusetts 02110, and the Registrant’s Transfer Agent and Dividend Paying Agent, Computershare Trust Company, N.A., 250 Royall Street, Canton, MA, 02021.

Records may also be maintained at the offices of:

Invesco Asset Management Deutschland GmbH

An der Welle 5

1st Floor

Frankfurt, Germany 60322

Invesco Asset Management Ltd.

Perpetual Park

Perpetual Park Drive

Henley-on-Thames

Oxfordshire RG91HH

United Kingdom

Invesco Asset Management (Japan) Limited

Roppongi Hills Mori Tower 14F

6-10-1 Roppongi

Minato-ku, Tokyo 106-6114

Invesco Hong Kong Limited

45F Jardin House

1 Connaught Place

Central, Hong Kong P.R.C.

Invesco Senior Secured Management, Inc.

224 Liberty Street

New York, NY 10281

Invesco Canada Ltd.

120 Bloor Street East

Suite 700

Toronto, Ontario

Canada M4W 1B7

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Item 33. Management Services

Not applicable.

Item 34. Undertakings

 

1.	Not applicable.

 

2.	Not applicable.

 

3.	Registrant undertakes:

 

(a)

Not applicable.

 

(b)

that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment to this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of those securities at that time shall be deemed to be the initial bona fide offering thereof; and

 

(c)

to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;

 

(d)

that, for the purpose of determining liability under the Securities Act to any purchaser:

(1) if the Registrant is relying on Rule 430B:

(A) Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (x), or (xi) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

(2) if the Registrant is subject to Rule 430C: each prospectus filed pursuant to Rule 424 under the Securities Act as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in this registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

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(e)

that for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of securities:

The undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to the purchaser:

 

(1)

any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424 under the Securities Act;

 

(2)

free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrants;

 

(3)

the portion of any other free writing prospectus or advertisement pursuant to Rule 482 under the Securities Act relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and

 

(4)

any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.

4. Registrant undertakes that:

 

(a)

for the purpose of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant under Rule 424(b)(1) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective; and

 

(b)

for the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering thereof.

5. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference into the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

6. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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7. Registrant undertakes to send by first class mail or other means designed to ensure equally prompt delivery, within two business days of receipt of a written or oral request, any prospectus or Statement of Additional Information. Additionally, the Registrant undertakes to only offer rights to purchase common and preferred shares together after a post-effective amendment to the Registration Statement relating to such rights has been declared effective.

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant has duly caused this Registration Statement on Form N-2 to be signed on its behalf by the undersigned, thereunto duly authorized, in this City of Houston, and State of Illinois, on the 6^th day of March, 2025.

 

As required by the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities set forth below on the 6^th day of March, 2025

 

Signatures		Title
Principal Executive Officer:
/s/ Glenn Brightman (Glenn Brightman)		President (Principal Executive Officer)
/s/ Beth Ann Brown* (Beth Ann Brown)		Chair and Trustee
/s/ Carol Deckbar* (Carol Deckbar)		Trustee
/s/ Cynthia Hostetler* (Cynthia Hostetler)		Trustee
/s/ Eli Jones* (Eli Jones)		Trustee
/s/ Elizabeth Krentzman* (Elizabeth Krentzman)		Trustee
/s/ Jeffrey H. Kupor*		Trustee
(Jeffrey H. Kupor)
/s/ Anthony J. LaCava, Jr.*		Trustee
(Anthony J. LaCava, Jr.)
/s/ James Liddy*		Trustee
(James Liddy)
/s/ Prema Mathai-Davis*		Trustee
Prema Mathai-Davis
/s/ Joel W. Motley*		Trustee
(Joel W. Motley)
/s/ Edward Perkin*		Trustee
(Edward Perkin)
/s/ Teresa M. Ressel*		Trustee
(Teresa M. Ressel)
/s/ Douglas Sharp*		Trustee
(Douglas Sharp)

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/s/ Daniel S. Vandivort*		Trustee
(Daniel S. Vandivort)
/s/ Adrien Deberghes		Vice President & Treasurer
(Adrien Deberghes)		(Principal Financial Officer)
/s/ Glenn Brightman
(Glenn Brightman) Attorney-In-Fact

 

*	Glenn Brightman, pursuant to powers of attorney dated December 18, 2024, incorporated herein by reference to Post-Effective Amendment No. 205 to AIM Counselor Series Trust (Invesco Counselor Series Trust) Registration Statement on Form N-1A, filed on January 31, 2025.

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EXHIBITS TO FORM N-2

INVESCO SENIOR INCOME TRUST

 

Exhibit Number
(e)		Dividend Reinvestment Plan of Registrant
h(ii)		From of Sub-Placement Agent Agreement dated as of [___] between Invesco Distributors, Inc. and JonesTrading Institutional Services LLC
(s)		Amended and Restated Calculation of Filing Fees Exhibit

 

Dividend Reinvestment Plan

The dividend reinvestment plan (the Plan) offers you a prompt and simple way to reinvest your dividends and capital gains distributions (Distributions) into additional shares of your Invesco closed-end Trust (the Trust). Under the Plan, the money you earn from Distributions will be reinvested automatically in more shares of the Trust, allowing you to potentially increase your investment over time. All shareholders in the Trust are automatically enrolled in the Plan when shares are purchased.

 

SUB-PLACEMENT AGENT AGREEMENT

Invesco Distributors, Inc.

11 Greenway Plaza Suite 1000

Houston, Texas 77046-1173

March 4, 2025

JONESTRADING INSTITUTIONAL SERVICES LLC

325 Hudson Street, 6^th Floor

New York, New York 10013

RE: At-the-Market Offerings by Invesco Senior Income Trust

Ladies and Gentlemen:

From time to time, Invesco Distributors, Inc. (the “Distributor”, “we” or “us”) will act as distributor/ placement agent of registered at-the-market offerings by Invesco Senior Income Trust, a Delaware statutory trust (the “Fund”), of the Fund’s common shares of beneficial interest, no par value (the “Common Stock”). In the case of such offerings, the Fund has agreed with the Distributor to issue and sell through or to the Distributor, up to 77 million shares of the Fund’s Common Stock.

We hereby agree to retain JonesTrading Institutional Services LLC (the “Sub-Placement Agent” or “you”) as a sub-placement agent with respect to such shares as we may specify (the “Shares”) to be issued and sold by the Fund in such offerings of the Shares (the “Offerings”), and you agree to act in such capacity, all upon, and subject to, the terms and conditions set forth below in this sub-Placement Agent Agreement (the “Agreement”):

SECTION 1. Description of Offerings.

(a) The Shares are to be sold on a daily basis or otherwise as shall be agreed to by the Fund and the Distributor on any day (each, an “Offering Date”) that is a trading day for the exchange on which the Fund’s Shares are listed (the “Stock Exchange”) (other than a day on which the Stock Exchange is scheduled to close prior to its regular weekday closing time). Promptly after the Fund has determined the maximum amount of the Shares to be sold by the Distributor for any Offering Date, the Distributor shall advise the Sub-Placement Agent of (i) such amount of Shares, which shall not in any event exceed the amount available for issuance under the currently effective Registration Statement (as defined below) (the “Maximum Daily Amount”) and (ii) the Minimum Sales Price (as defined below). Subject to the terms and conditions hereof, the Sub-Placement Agent shall use its commercially reasonable efforts to sell all of the Shares designated in accordance with the plan of distribution set forth in the Prospectus Supplement (as defined below); provided, however, that in no event shall the Sub-Placement Agent sell Shares in excess of the Maximum Daily Amount or for a price per Share below the Minimum Sales Price. The gross sales price of the Shares sold under this Section 1(a) shall be the market price at which the Sub-Placement Agent sells such Shares. The “Minimum Sales Price” means the minimum price per Share below which the Shares may not be sold by the Sub-Placement Agent on any Offering Date, which shall not in any event be less than the then current net asset value per Share plus the per Share amount of the commission to be paid to the Distributor.

(b) Notwithstanding the foregoing, the Distributor may instruct the Sub-Placement Agent by telephone (confirmed promptly by e-mail or other electronic means) not to sell the Shares if such sales cannot be effected at or above a price agreed to by the Fund and the Distributor with respect to such Shares. In addition, the Distributor may, upon notice to the Sub-Placement Agent by telephone (confirmed promptly by e-mail or other electronic means), suspend the offering of the Shares; provided, however, that such suspension or termination shall not affect or impair the parties’ respective obligations with respect to the Shares sold hereunder prior to the giving of such notice.

(c) Unless otherwise agreed by the parties, the Sub-Placement Agent agrees not to make any sales of the Shares on behalf of the Distributor pursuant to this Section 1, other than through transactions for which compliance with Rule 153 under the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”) will satisfy the prospectus delivery requirements of Section 5(b)(2) of the Securities Act.

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(d) The compensation to the Sub-Placement Agent, as a sub-placement agent of the Distributor for each sale of the Shares pursuant to this Section 1, shall be the applicable Sub-Placement Agent Commission (“Applicable Sub-Placement Agent Commission”) with respect to the Shares sold, multiplied by the Gross Sales Proceeds as further described in the Addendum to this Agreement (the “Sub-Placement Agent Compensation”). The Sub-Placement Agent shall be responsible for payment of transaction fees imposed by the Securities and Exchange Commission on behalf of the Fund in respect of such sales (“SEC Transaction Fees”). The Distributor may pay the Sub-Placement Agent Compensation and the SEC Transaction Fees directly to the Sub-Placement Agent or may authorize the Sub-Placement Agent to retain the Sub-Placement Agent Compensation and an amount equal to the SEC transaction Fees from the Gross Sales Proceeds. The Sub-Placement Agent Compensation shall be payable solely out of the amount the Distributor is eligible to receive pursuant to the Distribution Agreement. Notwithstanding anything to the contrary in any other provision of this Agreement (or, for the avoidance of doubt, in the Addendum hereto), the Distributor’s obligation to the Sub-Placement Agent for the Sub-Placement Agent Compensation is limited solely to amounts payable to the Distributor under the terms of the Distribution Agreement.

(e) The Sub-Placement Agent shall provide written confirmation to the Distributor following the close of trading on the Stock Exchange on each Offering Date setting forth for each sale the number of Shares sold, the Gross Sales Price per Share, the SEC Transactions Fees and the Sub-Placement Agent Compensation.

(f) Settlement for sales of the Shares pursuant to this Section 1 will occur on the first business day following the date on which such sales are made (each such day, a “Settlement Date”), unless otherwise agreed in accordance with the Distribution Agreement. On each Settlement Date, the Shares sold through the Sub-Placement Agent for settlement on such date shall be delivered by the Fund at the request of the Distributor to the Sub-Placement Agent against payment of the Gross Sales Proceeds. If the Sub-Placement Agent is authorized by the Distributor to retain the Sub-Placement Agent Compensation from the Gross Sale Proceeds for the sale of Shares, then the Sub-Placement Agent shall remit to the Fund the Gross Sales Proceeds, less the Sub-Placement Agent Compensation and the SEC Transaction Fees. Settlement for all such Shares shall be effected by free delivery of the Shares to the Sub-Placement Agent’s account at The Depository Trust Company in return for payments in same day funds delivered to the account designated by the Distributor. If the Distributor shall default on its obligation to deliver the Shares on any Settlement Date, the Distributor shall (A) hold the Sub-Placement Agent harmless against any loss, claim or damage arising from or as a result of such default by the Distributor and (B) pay the Sub-Placement Agent any commission to which it would otherwise be entitled absent such default. If the Sub-Placement Agent breaches this Agreement by failing to deliver proceeds within one business day following any Settlement Date for the Shares delivered by the Distributor, the Sub-Placement Agent will pay the Distributor interest based on the effective overnight Federal Funds rate.

(g) In connection with this Agreement and the Offerings, the Distributor shall provide to the Sub-Placement Agent such certificates, documents and information as the Sub-Placement Agent may reasonably request no more than once per calendar quarter relating to authorization, capacity, enforceability and compliance matters, which information and documentation may include (i) an annual due diligence conference call in connection with the Fund’s annual report filing and (ii) a certificate as to the continuing accuracy of the representations and warranties and agreements and covenants relating to the Distributor and Fund set forth in this Agreement.

(h) In connection with this Agreement and the Offerings, the Sub-Placement Agent will promptly notify the Fund and the Distributor of any material non-confidential claim or complaint, any material enforcement action or other material proceeding by a regulatory authority with respect to the Fund, the Shares or the Offerings against or directed at or to the Sub-Placement Agent or its principals, affiliates, officers, directors, employees or agents, or any person who controls the Sub-Placement Agent, within the meaning of Section 15 of the Securities Act.

(i) In connection with this Agreement and the Offerings, the Sub-Placement Agent will promptly notify the Fund and the Distributor of any examination by any regulatory agency or self-regulatory organization that has resulted in a material compliance deficiency in connection with the Offerings.

(j) The Sub-Placement Agent shall timely file with the Financial Industry Regulatory Authority, Inc. (“FINRA”) all sales literature and other filings that may be required to be filed by the Sub-Placement Agent in connection with the Offerings and shall be responsible for any costs incurred as a result of such filings.

 

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SECTION 2. Representations and Warranties by the Distributor. The Distributor represents, warrants to and agrees with the Sub-Placement Agent, as of the date hereof and as of each Offering Date and Settlement Date, that:

(a) A registration statement on Form N-2 (File Nos 333-283795 and 811-08743)(the “Registration Statement”) (i) has been prepared by the Fund in conformity with the requirements of the Securities Act, the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “1940 Act”); (ii) has been filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act and the 1940 Act; and (iii) heretofore became, and is, effective; the Registration Statement sets forth the terms of the offering, sale and plan of distribution of the Shares and contains additional information concerning the Fund and its business; no stop order of the Commission preventing or suspending the use of the Basic Prospectus (as defined below), the Prospectus Supplement (as defined below) or the Prospectus (as defined below), or the effectiveness of the Registration Statement, has been issued, and no proceedings for such purpose have been instituted or, to the Fund’s knowledge after due inquiry, are contemplated by the Commission. Except where the context otherwise requires, “Registration Statement,” as used herein, means, collectively, the various parts of the Registration Statement, as amended at the time of effectiveness for purposes of Section 11 of the Securities Act (the “Effective Time”), as such section applies to the Distributor, including (1) all documents filed as a part thereof or incorporated or deemed to be incorporated by reference therein, and (2) any information contained or incorporated by reference in a prospectus filed with the Commission pursuant to Rule 424 under the Securities Act, to the extent such information is deemed pursuant to Rule 430B or 430C under the Securities Act to be part of the Registration Statement at the Effective Time, “Basic Prospectus,” as used herein, means the prospectus filed as part of the Registration Statement, including the related statement of additional information, together with any amendments or supplements thereto as of the date of this Agreement. Except where the context otherwise requires, “Prospectus Supplement,” as used herein, means the final prospectus supplement, including the related statement of additional information, relating to the Shares, filed by the Fund with the Commission pursuant to Rule 424 under the Securities Act on or before the second business day after the date hereof (or such earlier time as may be required under the Securities Act), in the form furnished by the Fund to the Distributor in connection with the offering of the Shares. Except where the context otherwise requires, “Prospectus,” as used herein, means the Prospectus Supplement together with the Basic Prospectus attached to or used with the Prospectus Supplement. Any reference herein to the Registration Statement, any Basic Prospectus, the Prospectus Supplement or the Prospectus shall be deemed to refer to and include the documents, if any, incorporated by reference, or deemed to be incorporated by reference, therein (the “Incorporated Documents”), including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents.

(b) The Fund is duly registered under the 1940 Act as a closed-end management investment company. A notification of registration of the Fund as an investment company under the 1940 Act on Form N-8A (the “1940 Act Notification”) has been prepared by the Fund in conformity with the 1940 Act and has been filed with the Commission and, at the time of filing thereof and at the time of filing any amendment or supplement thereto, conformed in all material respects with all applicable provisions of the 1940 Act. The Fund has not received any notice from the Commission pursuant to Section 8(e) of the 1940 Act with respect to the 1940 Act Notification or the Registration Statement (or any amendment or supplement to either of them). No person is serving or acting as an officer, director or investment adviser of the Fund except in accordance with the provisions of the 1940 Act and the Investment Advisers Act of 1940, as amended and the rules and regulations thereunder.

(c) The Registration Statement, the 1940 Act Notification and the Prospectus as from time to time amended or supplemented each complied when it became effective or was filed, complies as of the date hereof and, as amended or supplemented, will comply, at the time of purchase, each additional time of purchase, if any, and at all times during which a prospectus is required by the Securities Act to be delivered in connection with any sale of Shares, in all material respects, with the requirements of the Securities Act and the 1940 Act; the Registration Statement did not, as of the Effective Time, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; the 1940 Act Notification did not, as of the Effective Time, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; at no time during the period that begins on the earlier of the date of the Basic Prospectus and the date such Basic Prospectus was filed with the Commission and ends at the later of the time of purchase in connection with any sale of Shares, the latest additional time of purchase in connection with any sale of Shares, if any, and the end of the period during which a prospectus is required by the Securities Act to be delivered in connection with any sale of Shares did or will the Prospectus, as from time to time amended or supplemented, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

 

 

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(d) The financial statements incorporated by reference in the Registration Statement or the Prospectus, together with the related notes and schedules, present fairly the financial position of the Fund as of the dates indicated and the results of operations, cash flows and changes in stockholders’ equity of the Fund for the periods specified and have been prepared in compliance with the requirements of the Securities Act, the 1940 Act and the Exchange Act and in conformity with U.S. generally accepted accounting principles applied on a consistent basis during the periods involved; the other financial and statistical data contained or incorporated by reference in the Registration Statement or the Prospectus are accurately and fairly presented and prepared on a basis consistent with the financial statements and books and records of the Fund; there are no financial statements that are required to be included or incorporated by reference in the Registration Statement, any Basic Prospectus or the Prospectus that are not included or incorporated by reference as required; the Fund does not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (excluding the exhibits thereto).

(e) As of the date of this Agreement, the Fund has an authorized and outstanding capitalization as set forth in the sections of the Registration Statement, the Basic Prospectus and the Prospectus entitled “The Fund” and “Description of Capital Structure,” and, with respect to any issuance and sale under this Agreement, the Fund shall have as of the date of the most recent amendment or supplement to the Registration Statement or Prospectus, an authorized and outstanding capitalization as set forth in the sections of the Registration Statement and the Prospectus entitled “The Fund” and “Description of Capital Structure”; all of the issued and outstanding shares of capital stock, including the Common Stock, of the Fund have been duly authorized and validly issued and are fully paid and non-assessable, have been issued in compliance with all applicable securities laws and were not issued in violation of any preemptive right, resale right, right of first refusal or similar right; the Shares are duly listed, and admitted and authorized for trading, subject to official notice of issuance, on the Stock Exchange.

(f) The Fund has been duly formed, is validly existing and is in good standing under the laws of the State of Delaware, with full power and authority to own, lease and operate and conduct its business as described in the Registration Statement, the Basic Prospectuses, the Prospectus and to issue, sell and deliver the Shares as contemplated herein. The Fund is duly qualified to do business as a foreign entity and is in good standing in each jurisdiction where the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified and in good standing would not, individually or in the aggregate, (i) have a material adverse effect on the business, properties, financial condition, results of operations or prospects of the Fund, (ii) prevent or materially interfere with consummation of the transactions contemplated hereby or (iii) result in the delisting of shares of Common Stock from the Stock Exchange (the occurrence of any such effect or any such prevention or interference or any such result described in the foregoing clauses (i), (ii) and (iii) being herein referred to as a “Material Adverse Effect”).

(g) The Shares have been duly and validly authorized and, when issued and delivered against payment therefor as provided herein, will be duly and validly issued, fully paid and non-assessable and free of statutory and contractual preemptive rights, resale rights, rights of first refusal and similar rights; the Shares, when issued and delivered against payment therefor as provided herein, will be free of any restriction upon the voting or transfer thereof pursuant to the Fund’s charter or bylaws or any agreement or other instrument to which the Fund is a party. The capital stock of the Fund, including the Shares, conforms in all material respects to each description thereof, if any, contained or incorporated by reference in the Registration Statement, any Basic Prospectus or the Prospectus; and the certificates for the Shares, if any, are in due and proper form. The Fund is in compliance with the rules of the Stock Exchange, including, without limitation, the requirements for continued listing of the Common Stock on the Stock Exchange and the Fund has not received any notice from the Stock Exchange regarding the delisting of the Common Stock from the Stock Exchange. The Shares will be duly listed and admitted and authorized for trading subject to notice of issuance, on the Stock Exchange.

(h) The Distributor has full corporate power and authority to enter into this Agreement and the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Distributor. This Agreement constitutes a valid and binding agreement of the Distributor and is enforceable against the Distributor in accordance with its terms, except as the enforceability hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization and similar laws affecting creditors’ rights generally and moratorium laws in effect from time to time and by equitable principles restricting the availability of equitable remedies.

 

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(i) No approval, authorization, consent or order of or filing with any federal, state, local or foreign governmental or regulatory commission, board, body, authority or agency, or of or with any self-regulatory organization or other non-governmental regulatory authority (including, without limitation, the Stock Exchange), or approval of the stockholders of the Fund that has not already been obtained, is required in connection with the issuance and sale of the Shares or the consummation by the Fund of the transactions contemplated hereby, other than (i) registration of the Shares under the Securities Act and the 1940 Act, which has been effected, (ii) any necessary qualification under the securities or blue sky laws of the various jurisdictions in which the Shares are being offered by the Distributor, (iii) the listing of the Shares with the Stock Exchange upon official notice of issuance or (iv) under the Conduct Rules of FINRA.

SECTION 3. Representations and Warranties by the Sub-Placement Agent. The Sub-Placement Agent represents, warrants to and agrees with the Distributor, as of the date hereof and as of each Offering Date and Settlement Date, that:

(a) The Sub-Placement Agent has full corporate power and authority to enter into this Agreement and the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Sub-Placement Agent. Assuming due authorization, execution and delivery by the Distributor, this Agreement constitutes a valid and binding agreement of the Sub-Placement Agent and is enforceable against the Sub-Placement Agent in accordance with its terms, except as the enforceability hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization and similar laws affecting creditors’ rights generally and moratorium laws in effect from time to time and by equitable principles restricting the availability of equitable remedies.

(b) The Sub-Placement Agent Provided Information (as defined below) is or will be complete and accurate in all material respects and does not or will not, as from time to time amended or supplemented, include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(c) The Sub-Placement Agent has adopted and implemented written policies and procedures reasonably designed to prevent violation of federal and state securities laws, including policies and procedures that provide oversight of compliance by each registered representative of the Sub-Placement Agent.

SECTION 4. Additional Covenants.

(a) The Sub-Placement Agent hereby confirms that it is a member in good standing with FINRA and will comply with applicable federal and state securities law and all FINRA regulations in connection with the Offerings.

(b) The Sub-Placement Agent agrees that it will not use, authorize use of, refer to, or participate in the planning for use of any written communication (as defined in Rule 405 under the Securities Act) concerning any Offering, other than the Prospectus. The Sub-Placement Agent further agrees that in acting as sub-placement agent for the sale of the Shares, it is not authorized by the Distributor or the Fund or any other seller of the Shares offered pursuant to the Prospectus to give any information or to make any representation not contained in the Prospectus in connection with the sale of such Shares.

(c) The Distributor shall not be under any obligation to the Sub-Placement Agent except for obligations assumed hereunder or in writing by the Distributor in connection with any Offering. Nothing contained herein or in any other written communication between the parties shall constitute the creation of a partnership or association under Subchapter K, Chapter 1, Subtitle A of the Internal Revenue Code of 1986 between the Distributor and the Sub-Placement Agent. If such parties should be deemed to constitute a partnership for Federal income tax purposes, then the Sub-Placement Agent elects to be excluded from the application of Subchapter K, Chapter 1, Subtitle A of the Internal Revenue Code of 1986 and agrees not to take any position inconsistent with that election. The Sub-Placement Agent authorizes the Distributor, in its discretion, to execute and file on its behalf such evidence of that election as may be required by the Internal Revenue Service.

 

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In connection with any Offering, each party shall be liable for its proportionate amount of any tax, claim, demand or liability that may be asserted against it alone, based upon the claim that either of them constitute an association, an unincorporated business or other entity, including, in each case, its proportionate amount of any expense incurred in defending against any such tax, claim, demand or liability.

(d) The parties acknowledge and agree that all share related numbers contained in this Agreement shall be adjusted to take into account any stock split effected with respect to the Shares.

(e) The Sub-Placement Agent shall at all times comply with the offering requirements as set forth herein and under the heading “Plan of Distribution” in the Prospectus.

(f) Based upon the representations made by the Fund to the Distributor in the Distribution Agreement, the Fund shall use its best efforts to list, subject to official notice of issuance, the Shares on the Stock Exchange and to maintain such listing.

(g) The Sub-Placement Agent will limit its interest in any Offering solely to the Applicable Selling Sub-Placement Agent Commission, which shall not exceed an amount equal to a distributor’s or seller’s usual and customary commission.

(h) The Sub-Placement Agent has not and will not, acting alone or in concert with others, initiate or direct the formation of an underwriting syndicate in any Offering.

SECTION 5. Indemnification and Contribution.

(a) The Distributor agrees to indemnify, defend and hold harmless the Sub-Placement Agent, its partners, directors and officers, and any person who controls the Sub-Placement Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”), and the successors and assigns of all of the foregoing persons, from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which the Sub-Placement Agent or any such person may incur under the Securities Act, the 1940 Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon (i) any breach of any representation, warranty, covenant or agreement of the Distributor contained in this Agreement, (ii) any violation by the Distributor of any law, rule or regulation (including any rule of any self-regulatory organization), or (iii) any untrue statement of a material fact appearing in the Registration Statement or Prospectus or omission to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, except to the extent such statements were provided in writing by the Sub-Placement Agent for inclusion in the Registration Statement or Prospectus (the “Sub-Placement Agent Provided Information”).

(b) The Sub-Placement Agent agrees to indemnify, defend and hold harmless the Distributor, the Fund, their partners, directors and officers, and any person who controls the Distributor or the Fund within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons, from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which the Distributor or any such person may incur under the Securities Act, the 1940 Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon (i) any breach of any representation, warranty, covenant or agreement of the Sub-Placement Agent contained in this Agreement or (ii) any violation by the Sub-Placement Agent of any law, rule or regulation (including any rule of any self-regulatory organization).

(c) An indemnified person under this Section 5 (the “Indemnified Party”) shall give written notice to the other party (the “Indemnifying Party”) of any loss, damage, expense, liability or claim in respect of which the Indemnifying Party has a duty to indemnify such Indemnified Party under Section 5(a) or (b) of this Agreement (a “Claim”), specifying in reasonable detail the nature of the loss, damage, expense, liability or claim for which indemnification is sought, except that any delay or failure so to notify such other party shall only relieve such other party of its obligations hereunder to the extent, if at all, that you are actually prejudiced by reason of such delay or failure.

 

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(d) If a Claim results from any action, suit or proceeding brought or asserted against an Indemnified Party, the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses. The Indemnified Party shall have the right to employ separate counsel in such action, suit or proceeding and participate in such defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the Indemnifying Party has agreed in writing to pay such fees and expenses, (ii) the Indemnifying Party has failed within a reasonable time to assume the defense and employ counsel or (iii) the named parties to any such action, suit or proceeding (including any impleaded parties) include both such Indemnified Party and Indemnifying Party and such Indemnified Party shall have been advised by its counsel that representation of such Indemnified Party and Indemnifying Party by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between the Indemnifying Party and the Indemnified Party (in which case the Indemnifying Party shall not have the right to assume the defense of such action, suit or proceeding on behalf of such Indemnified Party). It is understood, however, that the Indemnifying Party shall, in connection with any one action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in the same jurisdiction arising out of the same general allegations or circumstances be liable for the reasonable fees and expenses of only one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties not having actual or potential differing interests with the Indemnifying Party or among themselves, which firm shall be designated in writing by an authorized representative of such parties and that all such fees and expenses shall be reimbursed promptly as they are incurred. The Indemnifying Party shall not be liable for any settlement of any such action, suit or proceeding effected without its written consent, but if settled with such written consent or if there be a final judgment for the plaintiff in any such action, suit or proceeding, the Indemnifying Party agrees to indemnify and hold harmless any Indemnified Party from and against any loss, liability, damage or expense by reason by such settlement or judgment.

(e) With respect to any Claim not within Section 5(d), the Indemnifying Party shall have 20 days from receipt of notice from the Indemnified Party of such Claim within which to respond thereto. If the Indemnifying Party does not respond within such twenty-day period, it shall be deemed to have accepted responsibility to make payment and shall have no further right to contest the validity of such Claim. If the Indemnifying Party notifies the Indemnified Party within such twenty-day period that it rejects such Claim in whole or in part, the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party under applicable law.

(f) If the indemnification provided for in this Section 5 is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless in respect of any losses, damages, expenses, liabilities or claims referred to therein, then each applicable Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party as a result of such losses, damages, expenses, liabilities or claims in such proportion as is appropriate to reflect (i) the relative benefits received by the Indemnified Party and its Affiliates (treated jointly as one person for this purpose), on the one hand, and the Indemnifying Party and its Affiliates, on the other hand, from the offering of the Shares; or (ii) if, but only if, the allocation provided for in clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Indemnified Party and its Affiliates (treated jointly as one person for this purpose), on the one hand, and of the Indemnifying Party and its Affiliates, on the other, in connection with any statements or omissions or other matters which resulted in such losses, damages, expenses, liabilities or claims, as well as any other relevant equitable considerations. The relative benefits received by the Indemnified Party and its Affiliates (treated jointly as one person for this purpose), on the one hand, and the Indemnifying Party and its Affiliates, on the other, shall be deemed to be in the same respective proportions as the total proceeds from the Offering received by each such party and its Affiliates bear to the aggregate public offering price of the Shares. The relative fault of the parties and their Affiliates shall be determined by reference to, among other things, whether the untrue statement or alleged untrue statement of a material fact or omission or alleged omission relates to information supplied by such party or its Affiliate, on one hand, or by the other party or its Affiliate on the other hand and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, damages, expenses, liabilities and claims referred to in this subsection shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with investigating, preparing to defend or defending any proceeding.

(g) The parties agree that it would not be just and equitable if contribution pursuant to this Section 5 were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in Section 5(f) above. No person guilty of fraudulent misrepresentation (within

 

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the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. Notwithstanding the foregoing provisions of this Section 5(g), the Sub-Placement Agent shall not be required to contribute any amount in excess of the commissions received by it under this Agreement.

(h) The indemnity and contribution agreements contained in this Section 5 and the covenants, warranties and representations of the parties contained in this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the Sub-Placement Agent, its partners, directors or officers or any person (including each partner, officer or director of such person) who controls the Sub-Placement Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or by or on behalf of the Distributor, its directors or officers or any person who controls the Distributor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and shall survive any termination of this Agreement or the issuance and delivery of the Shares.

SECTION 6. Representations and Agreements to Survive Delivery. The representations, warranties, covenants and agreements of the parties contained in this Agreement, including, without limitation, the indemnity agreement contained in Section 5 hereof, shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any party or any person controlling any party, or their directors or officers, (ii) acceptance of any Shares and payment therefor and (iii) any termination of this Agreement.

SECTION 7. Termination.

(a) This Agreement shall continue in full force and effect until the earlier to occur of (i) the termination of the Distribution Agreement dated January 31, 2025 by and between the Distributor and the Fund and (ii) the termination by either party hereto, by five days’ written notice to the other; provided, that if this Agreement has become effective with respect to any Offering pursuant to this Agreement, this Agreement may not be terminated by you with respect to such Offering; provided further that this Agreement shall terminate automatically upon termination of the Distribution Agreement.

(b) This Agreement shall remain in full force and effect unless terminated pursuant to Section 7(a) above or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section 5 and Section 6 shall remain in full force and effect.

(c) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Distributor or the Sub-Placement Agent, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of Section 1 of this Agreement.

SECTION 8. Notices. Except as otherwise herein provided, all statements, requests, notices and agreements under this Agreement shall be in writing and delivered by hand, overnight courier, mail or facsimile and, if to the Distributor, it shall be sufficient in all respects if delivered or sent to:

Invesco Distributors, Inc.

11 Greenway Plaza

Suite 1000

Houston, Texas 77046-1173

Attn: Distributor, Closed-End Products

with a copy for information purposes to:

11 Greenway Plaza

Suite 1000

Houston, Texas 77046-1173

Attn: Assistant General Counsel

 

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and if to the Sub-Placement Agent, it shall be sufficient in all respects if delivered or sent to:

JonesTrading Institutional Services LLC

900 Island Park Drive, Suite 200

Charleston, South Carolina 29492

Attn: Burke Cook (email – Burke@jonestrading.com)

Each party to this Agreement may change such address for notices by sending to the parties to this Agreement written notice of a new address for such purpose.

SECTION 9. Parties at Interest. The Agreement herein set forth has been and is made solely for the benefit of the Distributor, the Fund, and the Sub-Placement Agent and to the extent provided in Section 5 of this Agreement the controlling persons, directors and officers referred to in such section, and their respective successors, assigns, heirs, personal representatives and executors and administrators. No other person, partnership, association or corporation (including a purchaser, as such purchaser, from the Distributor) shall acquire or have any right under or by virtue of this Agreement.

SECTION 10. No Fiduciary Relationship. The Distributor hereby acknowledges that the Sub-Placement Agent is acting solely as sub-sales agent in connection with the sale of the Shares and that the Sub-Placement Agent is acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s-length basis, and in no event do the parties intend that the Sub-Placement Agent act or be responsible as a fiduciary to the Distributor or the Fund, their respective management, stockholders or creditors, or any other person in connection with any activity that the Sub-Placement Agent may undertake or have undertaken in furtherance of the sale of the Shares, either before or after the date hereof.

SECTION 11. Entire Agreement. This Agreement constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof.

SECTION 12. Counterparts; Heading. This Agreement may be signed by the parties in one or more counterparts which together shall constitute one and the same agreement among the parties. The Section headings in this Agreement have been inserted as a matter of convenience of reference and are not a part of this Agreement.

SECTION 13. Law; Construction. This Agreement and any claim, counterclaim or dispute of any kind or nature whatsoever arising out of or in any way relating to this Agreement (“Dispute”), directly or indirectly, shall be governed by, and construed in accordance with, the internal laws of the State of New York.

SECTION 14. Submission to Jurisdiction. Except as set forth below, no Dispute may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and each of the Distributor and the Sub-Placement Agent consents to the jurisdiction of such courts and personal service with respect thereto. Each of the Distributor and the Sub-Placement Agent hereby consents to personal jurisdiction, service and venue in any court in which any Dispute arising out of or in any way relating to this Agreement is brought by any third party against the Distributor or any indemnified party. Each of the Distributor and the Sub-Placement Agent (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Distributor and the Sub-Placement Agent agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Distributor and the Sub-Placement Agent and may be enforced in any other courts to the jurisdiction of which the Distributor or the Sub-Placement Agent is or may be subject, by suit upon such judgment.

SECTION 14. Successors and Assigns. This Agreement shall be binding upon the Distributor and the Sub-Placement Agent and their successors and assigns and any successor or assign of any substantial portion of the Distributor’s and the Sub-Placement Agent’s respective businesses and/or assets.

This Agreement may not be transferred or assigned without the consent of the non-transferring or non-assigning party; provided, however, that no such consent shall be required to transfer or assign this Agreement to an entity controlling, controlled by or under common control with, the transferring or assigning party.

 

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SECTION 15. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law. If, however, any provision of this Agreement is held, under applicable law, to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective only to the extent of such invalidity, and the validity, legality and enforceability of the remaining provisions of this Agreement shall not be affected or impaired in any way and shall be interpreted to give effect to the intent of the parties manifested thereby.

SECTION 16. Investigations and Proceedings. The parties to this Agreement agree to cooperate fully in any regulatory investigation or judicial proceeding with respect to each party’s activities under this Agreement and promptly to notify the other party of any such investigation or proceeding, if permissible.

SECTION 17. Modification, Waiver and Amendment. No modification, alteration or amendment of this Agreement will be valid or binding unless in writing and signed by all parties. No waiver of any term or condition of this Agreement will be construed as a waiver of any other term or condition; nor will any waiver of any default or breach under this Agreement be construed as a waiver of any other default or breach. No waiver will be binding unless in writing and signed by the party waiving the term, condition, default or breach. Any failure or delay by any party to enforce any of its rights under this Agreement will not be deemed a continuing waiver or modification hereof and such party, within the time provided by law, may commence appropriate legal proceedings to enforce any or all of such right.

[The remainder of this page is intentionally left blank]

 

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If the foregoing correctly sets forth the understanding between the Distributor and the Sub-Placement Agent, please so indicate in the space provided below for that purpose, whereupon this Agreement and your acceptance shall constitute a binding agreement between the Distributor and the Sub-Placement Agent. Alternatively, the execution of this Agreement by the Distributor and the acceptance by or on behalf of the Sub-Placement Agent may be evidenced by an exchange of telegraphic or other written communications.

 

ACCEPTED as of the date first above written

JONESTRADING INSTITUTIONAL SERVICES LLC

(as sub-placement agent)

By:
Name:		Burke Cook
Title:		General Counsel

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ADDENDUM

TO

SUB-PLACEMENT AGENT AGREEMENT

BETWEEN

INVESCO DISTRIBUTORS, INC.

AND

JONESTRADING INSTITUTIONAL SERVICES LLC

Compensation payable to the Sub-Placement Agent for acting as a sub-placement agent on behalf of the Distributor with respect to a specified sale of Shares pursuant to this Agreement shall be determined by multiplying the Gross Sales Proceeds by the Applicable Sub-Placement Agent Commission.

The Applicable Sub-Placement Agent Commission shall be paid by the Distributor solely from the amount the Distributor is eligible to receive from the Fund under the Distribution Agreement.

 

Gross Sales Commission		Distributor Retention		Applicable Sub-Placement Agent Commission
1.00%		N/A		1.00%

Where:

“Gross Sales Proceeds” with respect to each sale of Shares shall be the Gross Sales Price multiplied by the number of Shares sold;

“Gross Sales Price” with respect to each sale of Shares sold pursuant to this Agreement shall be the gross sales price per share of such Shares.

Calculation of Filing Fee Tables

Form N-2

(Form Type)

Invesco Senior Income Trust

(Exact Name of Registrant as Specified in its Charter)

Table 1 – Newly Registered and Carry Forward Securities

 

Security Type

Security Class Title

Fee Calculation  or Carry Forward Rule

Amount Registered

Proposed Maximum  Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

Carry Forward  Form Type

Carry Forward  File Number

Carry Forward  Initial Effective  Date

Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward

Newly Registered Securities

Fees to Be  Paid*

Equity

Common Shares, no par value per share

Other(1)

76,000,000

4.07(1)

$309,320,000

0.00015310

$47,356.89

Other

Rights to purchase  Common Shares(2)

Fees Previously  Paid

Equity

Common Shares, no par value per share

Other(3)

1,000,000

4.05(3)

$4,050,000

0.00015310

$620.06(3)

Other

Rights to purchase  Common Shares(2)

Carry Forward Securities

Carry Forward Securities

—

—

Total Offering Amounts

$47,976.95

Total Fees Previously Paid

$620.06

Total Fee Offsets

—

Net Fee Due

$47,356.89

 

(1)

The Registrant is relying upon Rule 457(c) under the Securities Act of 1933 (“Securities Act”) to calculate the registration fee. The maximum aggregate offering price is estimated solely for purposes of determining the registration fee based on the average of the high and low sales prices of the shares of Common Shares, as reported by the New York Stock Exchange on February 4, 2025, in accordance with Rule 457(c) under the Securities Act. The proposed maximum offering price per security will be determined from time to time by the Registrant in connection with the sale by the Registrant of the securities registered under this Registration Statement.

(2)

No separate consideration will be received by the Registrant. Any shares issued pursuant to an offering of rights to purchase Common Shares, including any shares issued pursuant to an over-subscription privilege or a secondary over-subscription privilege, will be shares registered under this Registration Statement.

(3)

The Registrant previously paid $620.06 in filing fees in reliance on Rule 457(c) under the Securities Act in connection with the initial filing of this Registration Statement on December 13, 2024. The maximum aggregate offering price was estimated solely for purposes of determining the registration fee based on the average of the high and low sales prices of the shares of Common Shares, as reported by the New York Stock Exchange on December 9, 2024, in accordance with Rule 457(c) under the Securities Act.

*

Registrant has previously submitted filing fees in an amount sufficient to register 77,000,000 Common Shares. This Amended and Restated Fee Exhibit is being filed to revise the previously filed Fee Exhibit only with respect to the amounts listed in the “Maximum Aggregate Offering Price”, which was filed with the Commission on February 7, 2025 (SEC Accession No. 0001104659-25-010548) as Exhibit (s) to Registrant’s Registration Statement on Form N-2 (333-283795; 811-08743). No changes are being made to the filing fees listed herein, and therefore no filing fees are required to be paid in connection with this Amended and Restated Fee Exhibit.

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