SEC Division of Investment Management staff letter: Invesco Senior Income Trust, et al.

SKADDEN, ARPS, SLATE, MEAGHER 0. FLOM LLP
155 NORTH WACKER DRIVE
CHICAGO, ILLINOIS 60606-1720
TEL: (312) 407-0700
FAX: {312) 407-04 I I www.skadden.com
Mr. Douglas Scheidt, Esq.
Associate Director and Chief Counsel
Division of Investment Management
United States Securities and Exchange Commission 100 F Street, N.E.
Washington, DC 20549
Dear Mr. Scheidt:
F"IRM/AF'FILIATE OF'F'ICES
BOSTON
HOUSTON
LOS ANGELES
NEW YORK
PALO ALTO
WASHINGTON, D.C.
WILMINGTON
BEIJING
BRUSSELS
F"RANKF"URT
HONG KONG
LONDON
MOSCOW
MUNICH
PARIS
SAO PAULO
SEOUL
SHANGHAI
SINGAPORE
SYDNEY
TOKYO
TORONTO
On behalf of Invesco Senior Income Trust ("VVR"), Invesco Dynamic Credit Opportunities Fund ("VT A") and Invesco High Income Trust II ("VL T" and together with VVR and VT A, the "Funds" and each, a "Fund"), we seek assurance that the staff of the Division of Investment Management (the "Staff') will not recommend enforcement action against a Fund to the Securities and Exchange Commission (the "Commission") under Section 5(b) or Section 6(a) of the Securities Act of 1933, as amended (the "Securities Act"), if it utilizes Rule 486(b) under the Securities Act to file post-effective amendments to its registration statement in satisfaction of the undertakings contained in its registration statement under the circumstances set forth in this letter.
I. Background
Each Fund is a closed-end management investment company that is registered under the Investment Company Act of 1940, as amended (the "Investment Company Act"). Each Fund is organized as a Delaware statutory trust and is governed by a Board of Trustees. Each Fund is authorized to issue common shares of beneficial interest. Each Fund's common shares of beneficial interest are registered under Section 12(b) of the Securities Exchange Act of 1934, as amended, and are listed and traded on the New York Stock Exchange. Invesco Advisers, Inc. (the "Adviser") serves as the investment adviser to each Fund. The Adviser has entered into a master sub-advisory agreement with each 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. (collectively, the "Affiliated Sub￾Advisers"), pursuant to which the Affiliated Sub-Adviser will, to the extent