| Stradley Ronon Stevens & Young, LLP 2005 Market Street, Suite 2600 Philadelphia, PA 19103 Telephone 215.564.8000 Fax 215.564.8120 |
June 22, 2021
Filed via EDGAR
Mr. Patrick Scott
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Re: | Invesco Advantage Municipal Income Trust II CIK No. 0000908993; 1940 Act No. 811-07868 Invesco Bond Fund CIK No. 0000005094; 1940 Act No. 811-02090 Invesco California Value Municipal Income Trust CIK No. 0000895531; 1940 Act No. 811-07404 Invesco High Income 2023 Target Term Fund CIK No. 0001682811; 1940 Act No. 811-23186 Invesco High Income 2024 Target Term Fund CIK No. 0001698508; 1940 Act No. 811-23251 Invesco High Income Trust II CIK No. 0000846671; 1940 Act No. 811-05769 Invesco Municipal Income Opportunities Trust CIK No. 0000835333; 1940 Act No. 811-05597 Invesco Municipal Opportunity Trust CIK No. 0000884152; 1940 Act No. 811-06567 Invesco Municipal Trust CIK No. 0000877463; 1940 Act No. 811-06362 Invesco Pennsylvania Value Municipal Income Trust CIK No. 0000895528; 1940 Act No. 811-07398 Invesco Quality Municipal Income Trust CIK No. 0000885125; 1940 Act No. 811-06591 Invesco Senior Income Trust CIK No. 0001059386; 1940 Act No. 811-08743 Invesco Trust for Investment Grade Municipals CIK No. 0000880892; 1940 Act No. 811-06471 Invesco Trust for Investment Grade New York Municipals CIK No. 0000883265; 1940 Act No. 811-06537 Invesco Value Municipal Income Trust CIK No. 0000885601; 1940 Act No. 811-06590 (each of the above, a “Fund”) |
Dear Mr. Scott:
On behalf of the above-referenced Funds, submitted herewith under the EDGAR system, are the Fund’s responses to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) that you communicated to Mena Larmour on June 21, 2021 with regard to the Preliminary Proxy Statement and other materials (the “Proxy Statement”). The Proxy Statement was filed with the SEC on June 10, 2021. The Proxy Statement relates to the Joint Annual Meeting of Shareholders of the Funds scheduled to be held on August 6, 2021.
Each comment from the Staff is summarized below, followed by the Funds’ response to the comment. Terms not defined herein shall have the meaning set forth for that term in the Proxy Statement.
| 1. | Comment: Under the description of the Fundamental Restriction Proposal on page 2 of the Proxy Statement, consider drawing more attention, with bold font or otherwise, to the discussion in the second paragraph regarding the additional investment opportunities provided by the removal of the investment restriction as well as the related risks. | |
| Response: The Funds have revised the disclosure, as requested, by highlighting the referenced disclosure in bold font. | ||
| 2. | Comment: In the section “Voting at the Meeting – Required Vote,” consider adding an explanation as to why Proposal 1 and Proposal 2 have different voting standards this may be helpful information to shareholders.
Response: The Funds have revised the referenced disclosure to include an explanation as to why Proposal 1 and Proposal 2 have different voting standards, as requested. | |
| 3. | Comment: In the section titled “The Proposals,” please include separate sections discussing Proposal 1(a) and Proposal 1(b). | |
| Response: The Funds have revised the characterization of the Proposals in the Proxy Statement to be “Proposal 1 – Election of Trustees” and “Proposal 2 – Removal of Fundamental Restriction” instead of “Proposals 1(a) and 1(b)” and “Proposal 2.” Proposals 1(a) and 1(b) in the Proxy Statement were the same in terms of the matter to be acted upon (i.e., the same Nominees for Trustee were included in each Proposal); the only difference between the Proposals was the shareholders voting on each Proposal as some Funds have Common Shares only and some Funds have Preferred Shares and Common Shares. After consideration, the Funds determined that it would be more streamlined for shareholders to present Proposal 1 as one trustee election proposal rather than bifurcate it based on who can vote on the Proposal (Common Shares only or Common and Preferred Shares). In light of the change in the characterization of Proposal 1 as one proposal instead of Proposal 1(a) and Proposal 1(b), the Funds respectfully decline to make the suggested change as it is no longer applicable to the current construct of the Proposals. | ||
| 4. | Comment: Regarding the Trustee biographical information in the Proxy Statement, please ensure that the information for the Interested Trustee is provided separately from the information for the Independent Trustees.
Response: The Funds note the comment and will confirm that the Trustee biographical information for the Interested Trustee is provided separately from the information for the | |
| Independent Trustees in the definitive proxy statement filing. | ||
| 5. | Comment: Please confirm that the information required by Item 407(d)(1) through 407(d)(3) of Regulation S-K is included in the Proxy Statement and revise the Proxy Statement to incorporate such information if it is not already provided. | |
| Response: The Funds confirm that the information responsive to Item 407(d)(1) through 407(d)(3) of Regulation S-K is included in the Proxy Statement, specifically noting the information on pages 19 and 25. | ||
| 6. | Comment: In the section titled “The Proposals,” please clarify that the Fundamental Restriction Proposal is Proposal 2. | |
| Response: The Funds have revised the disclosure accordingly, specifically by adding “Proposal 2” to the heading for the Fundamental Restriction Proposal. | ||
| 7. | Comment: In the second paragraph of the discussion of the Fundamental Restriction Proposal, please add in plain English what is meant by “alpha opportunities.” | |
| Response: The Funds have revised the disclosure as requested. | ||
| 8. | Comment: Please provide the proxy cards supplementally with the EDGAR correspondence responding to these comments, as the as-filed proxy cards were difficult to decipher. Please also confirm that the proxy cards comply with the requirements of Rule 14a-4 of the Securities Exchange Act of 1934, as amended. | |
| Response: The proxy cards are attached as Appendix A to this letter. The Funds confirm that the proxy cards comply with the requirements of Rule 14a-4 of the Securities Exchange Act of 1934, as amended. The Funds further note the response to Comment #3 above and that the characterization of the Proposals outlined in the response to Comment #3 is reflected in the proxy cards. The Funds further note that because Invesco Bond Fund does not have Preferred Shares, the Preferred Share proxy card does not include Proposal 2 as it is not applicable to any of the Funds on such card. | ||
Please direct questions or comments relating to the above to me at 215-564-8014 or Claire Olivar at 215-564-8681.
| Very truly yours, |
| /s/ Mena Larmour |
| Mena Larmour |
APPENDIX A
EVERY SHAREHOLDER’S VOTE IS IMPORTANT! VOTE THIS PROXY CARD TODAY! EASY VOTING OPTIONS: Please detach at perforation before mailing. INVESCO FUNDS (the “Funds”) PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES (the “Board”) PROXY FOR THE JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 6, 2021 COMMON SHARES The undersigned holder of Common Shares of the Fund(s) listed on the reverse side hereby revokes all previous proxies for his/her Common Shares of the Fund(s) and appoints Andrew Schlossberg, Jeffrey H. Kupor, Sheri S. Morris, Melanie Ringold, Adrienne Ruffle, and Elizabeth Nelson, and any one of them separately, proxies with full power of substitution in each, and hereby authorizes them to represent and to vote, as designated, at the Joint Annual Meeting of Shareholders to be held only online via live webcast, and at any adjournment(s), postponement(s) or delay(s) thereof, all of the Common Shares of the Fund(s) which the undersigned would be entitled to vote if personally present. To access the virtual meeting, enter the following Virtual Shareholder Meeting link, Meetings.computershare.com/MM6Q9FC on August 6, 2021, prior to 2:00 p.m., Central Daylight Time, and enter the 14-digit control number from the shaded box. Please refer to the Proxy Statement for a discussion of these matters, including instructions related to meeting attendance. THIS PROXY CARD, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN. IF THIS PROXY CARD IS SIGNED AND RETURNED WITH NO CHOICE INDICATED, THE SHARES WILL BE VOTED “FOR ALL” THE NOMINEES AT THE DISCRETION OF THE PROXIES. PROXIES ARE AUTHORIZED TO VOTE, IN THEIR DISCRETION, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING AND IN ACCORDANCE WITH THE VOTING STANDARDS SET FORTH IN THE PROXY STATEMENT WITH RESPECT TO ANY ADJOURNMENT OR POSTPONEMENT OF THE MEETING. NOTE: If you vote by telephone or on the Internet, please do NOT return your proxy card as it may cancel out your telephone or Internet vote. VOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-337-3503 INV_32121_061621 PLEASE VOTE VIA INTERNET OR TELEPHONE OR MARK, SIGN, DATE ON THE REVERSE SIDE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE. xxxxxxxxxxxxxx code
VERY SHAREHOLDER’S VOTE IS IMPORTANT! VOTE THIS PROXY CARD TODAY! Important Notice Regarding the Availability of Proxy Materials for the Joint Annual Meeting of Shareholders to Be Held on August 6, 2021 The Proxy Statement for this meeting is available at: https://www.proxy-direct.com/inv-32121 QUESTIONS ABOUT THIS PROXY? If you have any questions about how to vote your proxy or about the Joint Annual Meeting in general, please call toll-free (866) 856-3065. Representatives are available to assist you Monday through Friday 9 a.m. to 10 p.m. Eastern time. FUNDS FUNDS FUNDS Invesco Advantage Municipal Income Trust II Invesco Bond Fund Invesco California Value Municipal Income Trust Invesco High Income Trust II Invesco High Income 2023 Target Term Fund Invesco High Income 2024 Target Term Fund Invesco Municipal Income Opportunities Trust Invesco Municipal Opportunity Trust Please detach at perforation before mailing. This proxy is solicited on behalf of the Board. The Board recommends voting “FOR ALL” of the nominees. TO VOTE, MARK A BOX BELOW IN BLUE OR BLACK INK. EXAMPLE: X A Proposal 1. Election of Trustees. To withhold authority to vote for any individual nominee(s) mark the “For All Except” and write the nominee number on the line provided. 01. Jack M. Fields 02. Martin L. Flanagan 03. Elizabeth Krentzman 04. Robert C. Troccoli 05. James D. Vaughn FOR WITHHOLD FOR ALL FOR WITHHOLD FOR ALL ALL ALL EXCEPT ALL ALL EXCEPT 01 Invesco Advantage Municipal Income Trust II ï,£ ï,£ ï,£ 02 Invesco Bond Fund ï,£ ï,£ ï,£ 03 Invesco California Value Municipal Income Trust ï,£ ï,£ ï,£ 04 Invesco High Income Trust II ï,£ ï,£ ï,£ 05 Invesco High Income 2023 Target Term Fund ï,£ ï,£ ï,£ 06 Invesco High Income 2024 Target Term Fund ï,£ ï,£ ï,£ 07 Invesco Municipal Income Opportunities Trust ï,£ ï,£ ï,£ 08 Invesco Municipal Opportunity Trust ï,£ ï,£ ï,£ 2. To approve the removal of the fundamental restriction prohibiting investments in options that are not options on debt securities or in closing purchase transactions, as reflected in Invesco Bond Fund’s registration statement. FOR AGAINST ABSTAIN Invesco Bond Fund ï,£ ï,£ ï,£ B Authorized Signatures — This section must be completed for your vote to be counted. — Sign and Date Below Note: Please sign exactly as your name(s) appear(s) on this Proxy Card, and date it. When shares are held jointly, one or more owners should sign personally. When signing as attorney, executor, guardian, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature. Date (mm/dd/yyyy) — Please print date below Signature 1 — Please keep signature within the box Signature 2 — Please keep signature within the box Scanner bar code xxxxxxxxxxxxxx INV1 32121 xxxxxxxx
EVERY SHAREHOLDER’S VOTE IS IMPORTANT! VOTE THIS PROXY CARD TODAY! EASY VOTING OPTIONS: Please detach at perforation before mailing. INVESCO FUNDS (the “Funds”) PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES (the “Board”) PROXY FOR THE JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 6, 2021 COMMON SHARES The undersigned holder of Common Shares of the Fund(s) listed on the reverse side hereby revokes all previous proxies for his/her Common Shares of the Fund(s) and appoints Andrew Schlossberg, Jeffrey H. Kupor, Sheri S. Morris, Melanie Ringold, Adrienne Ruffle, and Elizabeth Nelson, and any one of them separately, proxies with full power of substitution in each, and hereby authorizes them to represent and to vote, as designated, at the Joint Annual Meeting of Shareholders to be held only online via live webcast, and at any adjournment(s), postponement(s) or delay(s) thereof, all of the Common Shares of the Fund(s) which the undersigned would be entitled to vote if personally present. To access the virtual meeting, enter the following Virtual Shareholder Meeting link, Meetings.computershare.com/MM6Q9FC on August 6, 2021, prior to 2:00 p.m., Central Daylight Time, and enter the 14-digit control number from the shaded box. Please refer to the Proxy Statement for a discussion of these matters, including instructions related to meeting attendance. THIS PROXY CARD, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN. IF THIS PROXY CARD IS SIGNED AND RETURNED WITH NO CHOICE INDICATED, THE SHARES WILL BE VOTED “FOR ALL” THE NOMINEES AT THE DISCRETION OF THE PROXIES. PROXIES ARE AUTHORIZED TO VOTE, IN THEIR DISCRETION, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING AND IN ACCORDANCE WITH THE VOTING STANDARDS SET FORTH IN THE PROXY STATEMENT WITH RESPECT TO ANY ADJOURNMENT OR POSTPONEMENT OF THE MEETING. NOTE: If you vote by telephone or on the Internet, please do NOT return your proxy card as it may cancel out your telephone or Internet vote. VOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-337-3503 INV_32121_061621 PLEASE VOTE VIA INTERNET OR TELEPHONE OR MARK, SIGN, DATE ON THE REVERSE SIDE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE. xxxxxxxxxxxxxx code
EVERY SHAREHOLDER’S VOTE IS IMPORTANT! VOTE THIS PROXY CARD TODAY! Important Notice Regarding the Availability of Proxy Materials for the Joint Annual Meeting of Shareholders to Be Held on August 6, 2021 The Proxy Statement for this meeting is available at: https://www.proxy-direct.com/inv-32121 QUESTIONS ABOUT THIS PROXY? If you have any questions about how to vote your proxy or about the Joint Annual Meeting in general, please call toll-free (866) 856-3065. Representatives are available to assist you Monday through Friday 9 a.m. to 10 p.m. Eastern time. FUNDS FUNDS FUNDS Invesco Municipal Trust Invesco Pennsylvania Value Municipal Income Trust Invesco Quality Municipal Income Trust Invesco Senior Income Trust Invesco Trust for Investment Grade Municipals Invesco Trust for Investment Grade NY Municipals Invesco Value Municipal Income Trust Please detach at perforation before mailing. This proxy is solicited on behalf of the Board. The Board recommends voting “FOR ALL” of the nominees. TO VOTE, MARK A BOX BELOW IN BLUE OR BLACK INK. EXAMPLE: X A Proposal 1. Election of Trustees. To withhold authority to vote for any individual nominee(s) mark the “For All Except” and write the nominee number on the line provided. 01. Jack M. Fields 02. Martin L. Flanagan 03. Elizabeth Krentzman 04. Robert C. Troccoli 05. James D. Vaughn FOR WITHHOLD FOR ALL FOR WITHHOLD FOR ALL ALL ALL EXCEPT ALL ALL EXCEPT 01 Invesco Municipal Trust ï,£ ï,£ ï,£ 02 Invesco Pennsylvania Value Municipal Income Trust ï,£ ï,£ ï,£ 03 Invesco Quality Municipal Income Trust ï,£ ï,£ ï,£ 04 Invesco Senior Income Trust ï,£ ï,£ ï,£ 05 Invesco Trust for Investment Grade Municipals ï,£ ï,£ ï,£ 06 Invesco Trust for Investment Grade NY Municipals ï,£ ï,£ ï,£ 07 Invesco Value Municipal Income Trust ï,£ ï,£ ï,£ 2. To approve the removal of the fundamental restriction prohibiting investments in options that are not options on debt securities or in closing purchase transactions, as reflected in Invesco Bond Fund’s registration statement. Not Applicable B Authorized Signatures — This section must be completed for your vote to be counted. — Sign and Date Below Note: Please sign exactly as your name(s) appear(s) on this Proxy Card, and date it. When shares are held jointly, one or more owners should sign personally. When signing as attorney, executor, guardian, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature. Date (mm/dd/yyyy) — Please print date below Signature 1 — Please keep signature within the box Signature 2 — Please keep signature within the box Scanner bar code xxxxxxxxxxxxxx INV1 32121 xxxxxxxx
EVERY SHAREHOLDER’S VOTE IS IMPORTANT! VOTE THIS PROXY CARD TODAY! EASY VOTING OPTIONS: Please detach at perforation before mailing. INVESCO FUNDS (the “Funds”) PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES (the “Board”) PROXY FOR THE JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 6, 2021 PREFERRED SHARES The undersigned holder of Preferred Shares of the Fund(s) listed on the reverse side hereby revokes all previous proxies for his/her Preferred Shares of the Fund(s) and appoints Andrew Schlossberg, Jeffrey H. Kupor, Sheri S. Morris, Melanie Ringold, Adrienne Ruffle, and Elizabeth Nelson, and any one of them separately, proxies with full power of substitution in each, and hereby authorizes them to represent and to vote, as designated, at the Joint Annual Meeting of Shareholders to be held only online via live webcast, and at any adjournment(s), postponement(s) or delay(s) thereof, all of the Preferred Shares of the Fund(s) which the undersigned would be entitled to vote if personally present. To access the virtual meeting, enter the following Virtual Shareholder Meeting link, Meetings.computershare.com/MM6Q9FC on August 6, 2021, prior to 2:00 p.m., Central Daylight Time, and enter the 14-digit control number from the shaded box. Please refer to the Proxy Statement for a discussion of these matters, including instructions related to meeting attendance. THIS PROXY CARD, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN. IF THIS PROXY CARD IS SIGNED AND RETURNED WITH NO CHOICE INDICATED, THE SHARES WILL BE VOTED “FOR ALL” THE NOMINEES AT THE DISCRETION OF THE PROXIES. PROXIES ARE AUTHORIZED TO VOTE, IN THEIR DISCRETION, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING AND IN ACCORDANCE WITH THE VOTING STANDARDS SET FORTH IN THE PROXY STATEMENT WITH RESPECT TO ANY ADJOURNMENT OR POSTPONEMENT OF THE MEETING. NOTE: If you vote by telephone or on the Internet, please do NOT return your proxy card as it may cancel out your telephone or Internet vote. VOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-337-3503 INV_32121_061621_Pref PLEASE VOTE VIA INTERNET OR TELEPHONE OR MARK, SIGN, DATE ON THE REVERSE SIDE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE. xxxxxxxxxxxxxx code
EVERY SHAREHOLDER’S VOTE IS IMPORTANT! VOTE THIS PROXY CARD TODAY! Important Notice Regarding the Availability of Proxy Materials for the Joint Annual Meeting of Shareholders to Be Held on August 6, 2021 The Proxy Statement for this meeting is available at: https://www.proxy-direct.com/inv-32121 QUESTIONS ABOUT THIS PROXY? If you have any questions about how to vote your proxy or about the Joint Annual Meeting in general, please call toll-free (866) 856-3065. Representatives are available to assist you Monday through Friday 9 a.m. to 10 p.m. Eastern time. FUNDS FUNDS FUNDS Invesco Advantage Municipal Income Trust II Invesco California Value Municipal Income Trust Invesco Municipal Income Opportunities Trust Invesco Municipal Opportunity Trust Invesco Municipal Trust Invesco Pennsylvania Value Municipal Income Trust Invesco Quality Municipal Income Trust Invesco Senior Income Trust Invesco Trust for Investment Grade Municipals Invesco Trust for Investment Grade NY Municipals Invesco Value Municipal Income Trust Please detach at perforation before mailing. This proxy is solicited on behalf of the Board. The Board recommends voting “FOR ALL” of the nominees. TO VOTE, MARK A BOX BELOW IN BLUE OR BLACK INK. EXAMPLE: X A Proposal 1. Election of Trustees. To withhold authority to vote for any individual nominee(s) mark the “For All Except” and write the nominee number on the line provided. 01. Jack M. Fields 02. Martin L. Flanagan 03. Elizabeth Krentzman 04. Robert C. Troccoli 05. James D. Vaughn FOR WITHHOLD FOR ALL FOR WITHHOLD FOR ALL ALL ALL EXCEPT ALL ALL EXCEPT 01 Invesco Advantage Municipal Income Trust II ï,£ ï,£ ï,£ 02 Invesco California Value Municipal Income Trust ï,£ ï,£ ï,£ 03 Invesco Municipal Income Opportunities Trust ï,£ ï,£ ï,£ 04 Invesco Municipal Opportunity Trust ï,£ ï,£ ï,£ 05 Invesco Municipal Trust ï,£ ï,£ ï,£ 06 Invesco Pennsylvania Value Municipal Income Trust ï,£ ï,£ ï,£ 07 Invesco Quality Municipal Income Trust ï,£ ï,£ ï,£ 08 Invesco Senior Income Trust ï,£ ï,£ ï,£ 09 Invesco Trust for Investment Grade Municipals ï,£ ï,£ ï,£ 10 Invesco Trust for Investment Grade NY Municipals ï,£ ï,£ ï,£ 11 Invesco Value Municipal Income Trust ï,£ ï,£ ï,£ B Authorized Signatures — This section must be completed for your vote to be counted. — Sign and Date Below Note: Please sign exactly as your name(s) appear(s) on this Proxy Card, and date it. When shares are held jointly, one or more owners should sign personally. When signing as attorney, executor, guardian, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature. Date (mm/dd/yyyy) — Please print date below Signature 1 — Please keep signature within the box Signature 2 — Please keep signature within the box Scanner bar code xxxxxxxxxxxxxx INV2 32121 xxxxxxxx