As filed with the Securities and Exchange Commission
on September 1, 2026
Securities Act File No. 333-296794
Investment Company Act File
No. 811-07868
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. 6
INVESCO
ADVANTAGE MUNICIPAL INCOME TRUST II
(Exact Name of Registrant as Specified in Charter)
1331 Spring Street N.W., Suite 2500, Atlanta,
GA 30309
(Address of Principal Executive Offices)
Registrant’s Telephone Number, Including
Area Code: (404) 892-0896
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: 333-296794. |
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). |
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the
Registration Statement on Form N-2 (File Nos. 333-296794 and 811-07868) of Invesco Advantage Municipal Income
Trust II (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, exhibit
h(ii) and exhibit h(iii) 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.
| PART C |
| |
| OTHER INFORMATION |
| |
| Item 25. Financial Statements and Exhibits |
| |
| (1) Contained in
Part A: |
| |
| Financial Highlights of Invesco Advantage
Municipal Income Trust II (the “Registrant) for the last ten fiscal years ended February 28, 2026. |
| |
| Registrant’s Financial Statements
for the fiscal years ended February 28, 2026, February 28, 2025, February 29, 2024, February 28, 2023, and February 28, 2022, are
incorporated in Part A by reference to Registrant’s February
28, 2026 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. 0001193125-26-210683 on May 7, 2026. |
| |
| Registrant’s Financial Statements
for the fiscal years ended February 28, 2021, February 29, 2020, February 28, 2019, February 28, 2018, and February 28, 2017, are
incorporated in Part A by reference to Registrant’s February
28, 2021 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. 0001193125-21-154616 on May 7, 2021. |
| |
| Contained in Part B: |
| |
| Registrant’s
Financial Statements are incorporated in Part B by reference to Registrant’s February
28, 2026 Annual Report (audited) on Form N-CSR as filed with the SEC via EDGAR Accession
No. 0001193125-26-210683 on May 7, 2026. |
| |
| (2) Exhibits |
| |
| (a) |
|
Fifth
Amended and Restated Agreement and Declaration of Trust of Registrant, dated March 10, 2026 (incorporated by reference to Registrant’s
report on Form N-CEN, filed with the Securities and Exchange Commission on May 14, 2026) |
| |
|
|
| (b) |
|
By-Laws
of Registrant, effective as of March 10, 2026 (incorporated by reference to Exhibit (b) to Registrant’s Registration Statement
on Form N-2 filed with the Securities and Exchange Commission on August 25, 2026) |
| |
|
|
| (c) |
|
Not applicable |
| |
|
|
| (d) |
|
Not applicable |
| |
|
|
| (e) |
|
Dividend
Reinvestment Plan of Registrant (incorporated by reference to Post-Effective Amendment 1 to Invesco Senior Income Trust’s
registration statement filed on March 6, 2025) |
| |
|
|
| (f) |
|
Not applicable |
| |
|
|
| (g) |
(i) |
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) to Registrant’s Registration Statement on Form N-2 filed with the Securities and Exchange Commission
on June 15, 2026) |
| |
|
|
| |
(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)(i) to Registrant’s
Registration Statement on Form N-2 filed with the Securities and Exchange Commission on June 15, 2026) |
| |
(ii)(2) |
Amendment
and Assumption Agreement between Invesco Advisers, Inc., on behalf of Registrant and Invesco Management S.A. (through its assumption
of the duties and obligations of Invesco Asset Management Deutschland GmbH under the Sub-Advisory Contract) dated September 11, 2025.
(incorporated by reference to Exhibit 6(b)(8) to AIM Variable Insurance Funds (Invesco Variable Insurance Funds) Registration
Statement on Form N-14, filed on December 10, 2025) |
| |
|
|
| |
(ii)(3) |
Termination
Agreement, effective June 1, 2026, between Invesco Advisers, Inc. and Invesco Canada Ltd. incorporated by reference to Exhibit
(ii)(3) to Registrant’s Registration Statement on Form N-2 filed with the Securities and Exchange Commission on August 25,
2026) |
| |
|
|
| (h) |
(i) |
Form of Underwriting Agreement/Sales Agreement (to
be filed by amendment) |
| |
|
|
| |
(ii) |
Distribution Agreement dated August 25, 2026 between Registrant and Invesco Distributors, Inc. (filed herewith) |
| |
|
|
| |
(iii) |
Sub-Placement Agent Agreement dated as of September 1, 2026 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, 2013
(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)(1) |
Form
of Invesco Funds Trustee Deferred Compensation Agreement (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) |
| |
|
|
| |
(ii)(2) |
Form
of Amendment to Form of Invesco Funds Trustee Deferred Compensation Agreement (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)(1) |
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 Form N-1A, filed on June 27, 2019) |
| |
|
|
| |
(i)(2) |
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 Invesco Senior Income Trust’s Registration Statement on Form N-2, filed on December 13, 2024) |
| |
|
|
| (k) |
(i) |
Memorandum
of Agreement, dated December 10, 2025 regarding advisory fee waivers and affiliated money market fund waivers, between Registrant
and Invesco Advisers, Inc. (incorporated into the filing by reference to Exhibit h(4) to AIM Counselor Series Trust
(Invesco Counselor Series Trust) Registration Statement on Form N-1A, filed on December 18, 2025. |
| |
|
|
| |
(ii)(1) |
Transfer
Agency and Service Agreement, effective October 1, 2016, between Registrant and Computershare Trust Company, N.A. and Computershare
Inc. (incorporated by reference to Exhibit (k)(ii)(7) to Invesco Senior Income Trust’s Registration Statement on Form N-2/A,
filed on June 26, 2017) |
| |
|
|
| |
(ii)(2) |
Amendment
No. 1 to Transfer Agency and Service Agreement, dated November 21, 2016 (incorporated by reference to Exhibit (k)(ii)(8) to Invesco
Senior Income Trust’s Registration Statement on Form N-2/A, filed on June 26, 2017) |
| |
|
|
| |
(ii)(3) |
Amendment
No. 2 to Transfer Agency and Service Agreement, dated October 1, 2019 (incorporated by reference to Exhibit (k)(ii)(3) to Invesco
Senior Income Trust’s Registration Statement on Form N-2, filed 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)(i) to Registrant’s Registration Statement on Form N-2 filed with the Securities and Exchange
Commission on June 15, 2026) |
| (l) |
|
Opinion
and Consent of Stradley Ronon Stevens & Young, LLP (incorporated by reference to Exhibit (l) to Registrant’s Registration
Statement on Form N-2 filed with the Securities and Exchange Commission on August 25, 2026) |
| |
|
|
| (m) |
|
Not applicable |
| |
|
|
| (n) |
|
Consent
of Independent Registered Public Accounting Firm (incorporated by reference to Exhibit (n) to Registrant’s Registration
Statement on Form N-2 filed with the Securities and Exchange Commission on August 25, 2026) |
| |
|
|
| (o) |
|
Not applicable |
| |
|
|
| (p) |
|
Not applicable |
| |
|
|
| (q) |
|
Not applicable |
| |
|
|
| (r) |
(i) |
Code
of Ethics and Personal Trading Policy for North America, dated January 2026, relating to Invesco Advisers, Inc., Invesco Canada Ltd.,
Invesco Senior Secured Management and Invesco Capital Management, LLC (incorporated by reference to Exhibit p(1) to AIM Counselor
Series Trust (Invesco Counselor Series Trust) Registration Statement on Form N-1A, filed on February 20, 2026) |
| |
|
|
| |
(ii) |
Code
of Ethics and Personal Trading Policy for EMEA, dated January 2026, relating to Invesco Asset Management Limited and Invesco Management
S.A. (incorporated by reference to Exhibit p(2) to AIM Counselor Series Trust (Invesco Counselor Series Trust) Registration Statement
on Form N-1A, filed on February 20, 2026) |
| |
|
|
| |
(iii) |
Code
of Ethics and Personal Trading Policy for APAC, dated January 2026, relating to Invesco Asset Management (Japan) Limited and Invesco
Hong Kong Limited (incorporated by reference to Exhibit p(3) to AIM Counselor Series Trust (Invesco Counselor Series
Trust) Registration Statement on Form N-1A, filed on February 20, 2026) |
| |
|
|
| (s) |
|
Calculation
of Filing Fees Exhibit (incorporated by reference to Exhibit (s) to Registrant’s Registration Statement on Form N-2 filed
with the Securities and Exchange Commission on August 25, 2026) |
| |
|
|
| (t) |
|
Powers
of Attorney for Brown, Deckbar, Hostetler, Jones, Krentzman, Kupor, LaCava, Liddy, Perkin, Sharp, and Vandivort effective July 30,
2026. (incorporated by reference to Exhibit (t) to Registrant’s Registration Statement on Form N-2 filed with the Securities
and Exchange Commission on August 25, 2026) |
| 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 | |
$ | 65,000 | |
| SEC Registration Fees | |
$ | 82,000 | |
| Printing/Engraving Expenses | |
$ | 15,000 | |
| Independent Registered Public Accounting Firm Fees | |
$ | 7,100 | |
| Legal Fees | |
$ | 92,400 | |
| FINRA Fees | |
$ | 47,292.50 | |
| Total | |
$ | 308,792.50 | |
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
August 17, 2026 | |
| Common Shareholders, no par value | |
| 70 | |
| Preferred Shareholders | |
| 1 | |
Item 30. Indemnification
Indemnification provisions for officers,
trustees, and employees of the Registrant are set forth in Article VIII of the Registrant's Fifth 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 Fifth Amended and Restated Agreement and Declaration of Trust, effective as of March 10, 2026; (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; $95,000,000 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 Management
S.A., Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, 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. |
Item 31. Business and Other Connection 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 Management S.A., Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Hong Kong Limited
and Invesco Senior Secured Management, Inc. (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 “Management of the Fund – Adviser” and “Management of the Fund – Sub-Adviser”
in the Prospectus 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, 1331 Spring Street NW, Suite 2500, Atlanta, Georgia
30309, 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 Management S.A.
37a Avenue John F. Kennedy
1855 Luxembourg
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 Canada Ltd.
c/o Borden Ladner Gervais LLP
Bay Adelaide Centre, East Tower
22 Adelaide Street West
Suite 3400
Toronto, ON, Canada
M5H 4E3 |
| Item 33. Management Services |
| |
| Not applicable |
Item 34. Undertakings
| |
1. |
Not applicable |
| |
2. |
Not applicable |
| |
|
|
| |
3. |
Registrant undertakes: |
| |
(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: |
| |
(i) |
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 |
| |
(ii) |
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. |
| |
(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. |
| |
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. |
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 Atlanta, and State of Georgia, on the 1st
day of September, 2026.
| |
INVESCO ADVANTAGE MUNICIPAL INCOME TRUST
II |
| |
|
| |
By: |
/s/
Glenn Brightman |
| |
Glenn Brightman |
| |
President |
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 1st day of September, 2026.
| Signatures |
|
Title |
| |
|
|
| /s/
Glenn Brightman |
|
President |
| (Glenn Brightman) |
|
(Principal Executive Officer) |
| |
|
|
| /s/ Beth Ann
Brown* |
|
Chair and Trustee |
| (Beth Ann Brown) |
|
|
| |
|
|
| /s/ Carol Deckbar* |
|
Trustee |
| (Carol Deckbar) |
|
|
| |
|
|
| /s/ Cynthia
Hostetler* |
|
Trustee |
| (Cynthia Hostetler) |
|
|
| |
|
|
| /s/ Eli Jones* |
|
Trustee |
| (Eli Jones) |
|
|
| |
|
|
| /s/ Elizabeth
Krentzman* |
|
Trustee |
| (Elizabeth Krentzman) |
|
|
| |
|
|
| /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/ Edward Perkin* |
|
Trustee |
| (Edward Perkin) |
|
|
| |
|
|
| /s/ Douglas
Sharp* |
|
Trustee |
| (Douglas Sharp) |
|
|
| |
|
|
| /s/ Daniel S.
Vandivort* |
|
Trustee |
| (Daniel S. Vandivort) |
|
|
| |
|
|
| /s/ Adrien Deberghes |
|
Senior Vice President & Treasurer |
| (Adrien Deberghes) |
|
(Principal Financial Officer) |
| /s/
Glenn Brightman |
|
|
(Glenn Brightman)
Attorney-In-Fact |
|
|
*Glenn Brightman, pursuant to powers of attorney dated July 30, 2026, incorporated herein by reference to Pre-Effective Amendment No. 1 to Registrant’s Registration Statement on Form N-2 filed on August 25, 2026.
EXHIBITS TO FORM N-2
INVESCO ADVANTAGE MUNICIPAL INCOME TRUST II
Exhibit
Number |
|
| |
|
| (h)(ii) |
Distribution Agreement dated August 25, 2026 between Registrant and Invesco Distributors, Inc. |
| |
|
| (h)(iii) |
Sub-Placement Agent Agreement dated as of September 1, 2026 between Invesco Distributors, Inc. and JonesTrading Institutional Services LLC |
