EXHIBIT (j)(1)
AMENDED AND RESTATED MASTER CUSTODIAN CONTRACT
This Contract is made as of June 1, 2010 by and between each entity set
forth in Appendix A hereto (as such Appendix A may be amended from time to time)
(each such entity and each entity made subject to this Contract in accordance
with Sections 18 or 19 hereof, referred to herein as a "Fund") and State Street
Bank and Trust Company, a Massachusetts trust company, having its principal
place of business at Xxx Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx, 00000,
hereinafter called the "Custodian."
WITNESSETH:
WHEREAS, certain of the Funds entered into a Master Custodian Contract
dated as of May 1, 2000 (as amended, the "AIM Custodian Contract");
WHEREAS, certain of the Funds entered into a Master Custodian Agreement
dated as of May 8, 2001 (as amended, the "Invesco Custodian Contract");
WHEREAS, the Funds and the Custodian desire to replace the AIM Custodian
Contract and the Invesco Custodian Contract with this Amended and Restated
Master Custodian Contract, which shall have the same terms as the AIM Custodian
Contract;
WHEREAS, a Fund may be authorized to issue shares in separate series, with
each such series representing interests in a separate portfolio of securities
and other assets; and
WHEREAS, each Fund so authorized intends that this Contract be applicable
to each of its series set forth on Appendix A hereto (as such Appendix A may be
amended from time to time) (such series together with all other series
subsequently established by the Fund and made subject to this Contract in
accordance with Section 18, being herein referred to as the "Portfolio(s)");
NOW THEREFORE, in consideration of the mutual covenants and agreements
hereinafter contained, the parties hereto agree as follows:
1. Employment of Custodian and Property to be Held by It
Each Fund hereby employs the Custodian as the custodian of the assets of
the Portfolios of the Fund, including securities which the Fund, on behalf of
the applicable Portfolio desires to be held in places within the United States
("domestic securities") and securities it desires to be held outside the United
States ("foreign securities") pursuant to the provisions of the Fund's articles
of incorporation, agreement and declaration of trust, by-laws and/or
registration statement (as applicable, the "Governing Documents"). Each Fund on
behalf of its Portfolio(s) agrees to deliver to the Custodian all securities and
cash of such Portfolios, and all payments of income, payments of principal or
capital distributions received by it with respect to all securities owned by
such Portfolio(s) from time to time, and the cash consideration received by it
for such new or treasury shares of
capital stock or beneficial interest of each Fund representing interests in the
Portfolios, ("Shares") as may be issued or sold from time to time. The Custodian
shall not be responsible for any property of a Portfolio held or received by the
Portfolio and not delivered to the Custodian.
Upon receipt of "Proper Instructions" (within the meaning of Article 6),
the Custodian shall on behalf of the applicable Portfolio(s) from time to time
employ one or more sub-custodians located in the United States but only in
accordance with an applicable vote by the Board of Directors or the Board of
Trustees of the applicable Fund on behalf of the applicable Portfolio(s) (as
appropriate and in each case, the "Board"), and provided that the Custodian
shall have no more or less responsibility or liability to the Fund on account of
any actions or omissions of any sub-custodian so employed than any such
sub-custodian has to the Custodian. The Custodian may employ as sub-custodian
for each Fund's foreign securities on behalf of the applicable Portfolio(s) the
foreign banking institutions and foreign securities depositories designated in
Schedule A and Schedule B hereto but only in accordance with the applicable
provisions of Article 3 and Article 4.
2. Duties of the Custodian with Respect to Property of the Fund Held by the
Custodian in the United States
2.1 Holding Securities. The Custodian shall hold and physically
segregate for the account of each Portfolio all non-cash property,
to be held by it in the United States including all domestic
securities owned by such Portfolio, other than (a) securities which
are maintained pursuant to Section 2.10 in a U.S. Securities System
(as defined in Section 2.10) and b) commercial paper of an issuer
for which State Street Bank and Trust Company acts as issuing and
paying agent ("Direct Paper") which is deposited and/or maintained
in the Direct Paper System of the Custodian (the "Direct Paper
System") pursuant to Section 2.11.
2.2 Delivery of Securities. The Custodian shall release and deliver
domestic securities owned by a Portfolio held by the Custodian or in
a U.S. Securities System account of the Custodian or in the
Custodian's Direct Paper book entry system account ("Direct Paper
System Account") only upon receipt of Proper Instructions from the
Fund on behalf of the applicable Portfolio, which may be continuing
instructions when deemed appropriate by the parties, and only in the
following cases:
1) Upon sale of such securities for the account of the Portfolio
and receipt of payment therefor;
2) Upon the receipt of payment in connection with any repurchase
agreement related to such securities entered into by the
Portfolio;
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3) In the case of a sale effected through a U.S. Securities
System, in accordance with the provisions of Section 2.10
hereof;
4) To the depository agent in connection with tender or other
similar offers for securities of the Portfolio;
5) To the issuer thereof or its agent when such securities are
called, redeemed, retired or otherwise become payable;
provided that, in any such case, the cash or other
consideration is to be delivered to the Custodian;
6) To the issuer thereof, or its agent, for transfer into the
name of the Portfolio or into the name of any nominee or
nominees of the Custodian or into the name or nominee name of
any agent appointed pursuant to Section 2.9 or into the name
or nominee name of any sub-custodian appointed pursuant to
Article 1; or for exchange for a different number of bonds,
certificates or other evidence representing the same aggregate
face amount or number of units; provided that, in any such
case, the new securities are to be delivered to the Custodian;
7) Upon the sale of such securities for the account of the
Portfolio, to the broker or its clearing agent, against a
receipt, for examination in accordance with "street delivery"
custom; provided that in any such case, the Custodian shall
have no responsibility or liability for any loss arising from
the delivery of such securities prior to receiving payment for
such securities except as may arise from the Custodian's own
negligence or willful misconduct;
8) For exchange or conversion pursuant to any plan of merger,
consolidation, recapitalization, reorganization or
readjustment of the securities of the issuer of such
securities, or pursuant to provisions for conversion contained
in such securities, or pursuant to any deposit agreement;
provided that, in any such case, the new securities and cash,
if any, are to be delivered to the Custodian;
9) In the case of warrants, rights or similar securities, the
surrender thereof in the exercise of such warrants, rights or
similar securities or the surrender of interim receipts or
temporary securities for definitive securities; provided that,
in any such case, the new securities and cash, if any, are to
be delivered to the Custodian;
10) For delivery in connection with any loans of securities made
by the Portfolio, but only against receipt of adequate
collateral as agreed upon from time to time by the Custodian
and the Fund on behalf of the Portfolio, which may be in the
form of cash or obligations
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issued by the United States government, its agencies or
instrumentalities, except that in connection with any loans
for which collateral is to be credited to the Custodian's
account in the book-entry system authorized by the U.S.
Department of the Treasury, the Custodian will not be held
liable or responsible for the delivery of securities owned by
the Portfolio prior to the receipt of such collateral;
11) For delivery as security in connection with any borrowings by
the Fund on behalf of the Portfolio requiring a pledge of
assets by the Fund on behalf of the Portfolio, but only
against receipt of amounts borrowed;
12) For delivery in accordance with the provisions of any
agreement among the Fund on behalf of the Portfolio, the
Custodian and a broker-dealer registered under the Securities
Exchange Act of 1934 (the "Exchange Act") and a member of The
National Association of Securities Dealers, Inc. ("NASD"),
relating to compliance with the rules of The Options Clearing
Corporation and of any registered national securities
exchange, or of any similar organization or organizations,
regarding escrow or other arrangements in connection with
transactions by the Portfolio of the Fund;
13) For delivery in accordance with the provisions of any
agreement among the Fund on behalf of the Portfolio, the
Custodian, and a futures commission merchant registered under
the Commodity Exchange Act, relating to compliance with the
rules of the Commodity Futures Trading Commission ("CFTC")
and/or any Contract Market, or any similar organization or
organizations, regarding account deposits in connection with
transactions by the Portfolio of the Fund;
14) Upon receipt of instructions from the transfer agent for the
Fund ("Transfer Agent"), for delivery to such Transfer Agent
or to the holders of shares in connection with distributions
in kind, as may be described from time to time in the
currently effective prospectus and statement of additional
information of the Fund, related to the Portfolio
("Prospectus"), in satisfaction of requests by holders of
Shares for repurchase or redemption; and
15) For delivery of initial or variation margin in connection with
trading in futures and options on futures contracts entered
into by the Fund on behalf of a Portfolio; and
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16) For any other purpose, but only upon receipt of Proper
Instructions from the Fund, on behalf of the applicable
Portfolio, specifying the securities of the Portfolio to be
delivered and naming the person or persons to whom delivery of
such securities shall be made.
2.3 Registration of Securities. Domestic securities held by the
Custodian (other than bearer securities) shall be registered in the
name of the Portfolio or in the name of any nominee of the Fund on
behalf of a Portfolio or of any nominee of the Custodian which
nominee shall be assigned exclusively to the Portfolio, unless the
Fund has authorized in writing the appointment of a nominee to be
used in common with other registered investment companies having the
same investment advisor as the Portfolio, or in the name or nominee
name of any agent appointed pursuant to Section 2.9 or in the name
or nominee name of any sub-custodian appointed pursuant to Article
1. All securities accepted by the Custodian on behalf of a Portfolio
under the terms of this Contract shall be in "street name" or other
good delivery form. If, however, a Fund directs the Custodian to
maintain securities in "street name," the Custodian shall utilize
its best efforts only to timely collect income due the Fund on such
securities and to notify the Fund on a best efforts basis only of
relevant corporate actions including, without limitation, pendency
of calls, maturities, tender or exchange offers.
2.4 Bank Accounts. The Custodian shall open and maintain a separate bank
account or accounts in the United States in the name of each
Portfolio of each Fund, subject only to draft or order by the
Custodian acting pursuant to the terms of this Contract, and shall
hold in such account or accounts, subject to the provisions hereof,
all cash received by it from or for the account of the Portfolio,
other than cash maintained by the Portfolio in a bank account
established and used in accordance with Rule 17f-3 under the
Investment Company Act of 1940, as amended (the "1940 Act"). Funds
held by the Custodian for a Portfolio may be deposited by it to its
credit as Custodian in the banking department of the Custodian or in
such other banks or trust companies as it may in its discretion deem
necessary or desirable; provided, however, that every such bank or
trust company shall be qualified to act as a custodian under the
1940 Act and that each such bank or trust company and the funds to
be deposited with each such bank or trust company shall on behalf of
each applicable Portfolio be approved by vote of a majority of the
Board. Such funds shall be deposited by the Custodian in its
capacity as Custodian and shall be withdrawable by the Custodian
only in that capacity.
2.5 Availability of Federal Funds. Upon mutual agreement between any
Fund on behalf of each applicable Portfolio and the Custodian, the
Custodian shall, upon the receipt of Proper Instructions from such
Fund on behalf of a Portfolio, make federal funds available to such
Portfolio as of specified
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times agreed upon from time to time by the Fund and the Custodian in
the amount of checks received in payment for Shares of such
Portfolio which are deposited into the Portfolio's account.
2.6 Collection of Income. Subject to the provisions of Section 2.3, the
Custodian shall collect on a timely basis all income and other
payments with respect to registered domestic securities held
hereunder to which each Portfolio shall be entitled either by law or
pursuant to custom in the securities business, and shall collect on
a timely basis all income and other payments with respect to bearer
domestic securities if, on the date of payment by the issuer, such
securities are held by the Custodian or its agent thereof and shall
credit such income, as collected, to such Portfolio's custodian
account. Without limiting the generality of the foregoing the
Custodian shall detach and present for payment all coupons and other
income items requiring presentation as and when they become due and
shall collect interest when due on securities held hereunder. Income
due each Portfolio on securities loaned pursuant to the provisions
of Section 2.2 (10) shall be the responsibility of the applicable
Fund. The Custodian will have no duty or responsibility in
connection therewith, other than to provide the Fund with such
information or data in its possession as may be necessary to assist
the Fund in arranging, for the timely delivery to the Custodian of
the income to which the Portfolio is properly entitled.
2.7 Payment of Fund Monies. Upon receipt of Proper Instructions from the
Fund on behalf of the applicable Portfolio, which may be continuing
instructions when deemed appropriate by the parties, the Custodian
shall pay out monies of a Portfolio in the following cases only:
1) Upon the purchase of domestic securities, options, futures
contracts or options on futures contracts for the account of
the Portfolio but only (a) against the delivery of such
securities or evidence of title to such options, futures
contracts or options on futures contracts to the Custodian (or
any bank, banking firm or trust company doing business in the
United States or abroad which is qualified under the 1940 Act
to act as a custodian and has been designated by the Custodian
as its agent for this purpose) registered in the name of the
Portfolio or in the name of a nominee of the Custodian
referred to in Section 2.3 hereof or in proper form for
transfer; (b) in the case of a purchase effected through a
U.S. Securities System, in accordance with the conditions set
forth in Section 2.10 hereof; (c) in the case of a purchase
involving the Direct Paper System, in accordance with the
conditions set forth in Section 2.11; (d) in the case of
repurchase agreements entered into between the Fund on behalf
of the Portfolio and the Custodian, or another bank, or a
broker-dealer which is a member of NASD, (i) against delivery
of the securities either in certificate form or
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through an entry crediting the Custodian's account at the
Federal Reserve Bank with such securities or (ii) against
delivery of the receipt evidencing purchase by the Portfolio
of securities owned by the Custodian along with written
evidence of the agreement by the Custodian to repurchase such
securities from the Portfolio or (e) for transfer to a time
deposit account of the Fund in any bank, whether domestic or
foreign; such transfer may be effected prior to receipt of a
confirmation from a broker and/or the applicable bank pursuant
to Proper Instructions from the Fund as defined in Article 5
of this Contract;
2) In connection with conversion, exchange or surrender of
securities owned by the Portfolio as set forth in Section 2.2
hereof;
3) For the redemption or repurchase of Shares issued by the
Portfolio as set forth in Article 4 hereof;
4) For the payment of any expense or liability incurred by the
Portfolio, including but not limited to the following payments
for the account of the Portfolio: interest, taxes, management,
accounting, transfer agent and legal fees, and operating
expenses of the Fund whether or not such expenses are to be in
whole or part capitalized or treated as deferred expenses;
5) For the payment of any dividends on Shares declared pursuant
to the Fund's Governing Documents;
6) For payment of the amount of dividends received in respect of
securities sold short; and
7) For the payment of initial or variation margin in connection
with trading in futures and options on futures contracts
entered into by the Fund on behalf of a Portfolio; and
(8) For any other purpose, but only upon receipt of Proper
Instructions from the Fund, on behalf of the applicable
Portfolio, specifying the amount of such payment and naming
the person or persons to whom such payment is to be made.
2.8 Liability for Payment in Advance of Receipt of Securities Purchased.
Except as specifically stated otherwise in this Contract, in any and
every case where payment for purchase of domestic securities for the
account of a Portfolio is made by the Custodian in advance of
receipt of the securities purchased in the absence of specific
written instructions from a Fund on behalf of a Portfolio to so pay
in advance, the Custodian shall be
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absolutely liable to such Fund for such securities to the same
extent as if the securities had been received by the Custodian.
2.9 Appointment of Agents. The Custodian may at any time or times in its
discretion appoint (and may at any time remove) any other bank or
trust company which is itself qualified under the 1940 Act to act as
a custodian, as its agent to carry out such of the provisions of
this Article 2 as the Custodian may at any time to time direct;
provided, however, that the appointment of any agent shall not
relieve the Custodian of its responsibilities or liabilities
hereunder.
2.10 Deposit of Fund Assets in U.S Securities Systems. The Custodian may
deposit and/or maintain securities owned by the Fund in a U.S.
Securities System in compliance with the conditions of Rule 17f-4 of
the 1940 Act, as amended from time to time.
Anything to the contrary in this Agreement notwithstanding, the
Custodian shall be liable to the Fund for the benefit of the
Portfolio for any loss or damage to the Portfolio resulting from use
of the U.S. Securities System by reason of any negligence,
misfeasance or misconduct of the Custodian or any of its agents or
of any of its or their employees or from failure of the Custodian or
any such agent to enforce effectively such rights as it may have
against the U.S. Securities System; at the election of the Fund, it
shall be entitled to be subrogated to the rights of the Custodian
with respect to any claim against the U.S. Securities System or any
other person which the Custodian may have as a consequence of any
such loss or damage if and to the extent that the Portfolio has not
been made whole for any such loss or damage.
2.11 Fund Assets Held in the Custodian's Direct Paper System. The
Custodian may deposit and/or maintain securities owned by a
Portfolio in the Direct Paper System of the Custodian subject to the
following provisions:
1) No transaction relating to securities in the Direct Paper
System will be effected in the absence of Proper Instructions
from the applicable Fund on behalf of the Portfolio;
2) The Custodian may keep securities of the Portfolio in the
Direct Paper System only if such securities are represented in
an account ("Account") of the Custodian in the Direct Paper
System which shall not include any assets of the Custodian
other than assets held as a fiduciary, custodian or otherwise
for customers;
3) The records of the Custodian with respect to securities of the
Portfolio which are maintained in the Direct Paper System
shall identify by book-entry those securities belonging to the
Portfolio;
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4) The Custodian shall pay for securities purchased for the
account of the Portfolio upon the making of an entry on the
records of the Custodian to reflect such payment and transfer
of securities to the account of the Portfolio. The Custodian
shall transfer securities sold for the account of the
Portfolio upon the making of an entry on the records of the
Custodian to reflect such transfer and receipt of payment for
the account of the Portfolio;
5) The Custodian shall furnish the Fund on behalf of the
Portfolio confirmation of each transfer to or from the account
of the Portfolio, in the form of a written advice or notice,
of Direct Paper on the next business day following such
transfer and shall furnish to the Fund on behalf of the
Portfolio copies of daily transaction sheets reflecting each
day's transaction in the Direct Paper System for the account
of the Portfolio; and
6) The Custodian shall provide the Fund on behalf of the
Portfolio with any report on its system of internal accounting
control as the Fund may reasonably request from time to time.
2.12 Segregated Account. The Custodian shall upon receipt of Proper
Instructions on behalf of each applicable Portfolio establish and
maintain a segregated account or accounts for and on behalf of each
such Portfolio, into which account or accounts may be transferred
cash and/or securities, including securities maintained in an
account by the Custodian pursuant to Section 2.10 hereof, (i) in
accordance with the provisions of any agreement among the Fund on
behalf of the Portfolio, the Custodian and a broker-dealer
registered under the Securities Exchange Act of 1934 and a member of
The National Association of Securities Dealers, Inc. (or any futures
commission merchant registered under the Commodity Exchange Act),
relating to compliance with the rules of The Options Clearing
Corporation and of any registered national securities exchange (or
the Commodity Futures Trading Commission or any registered contract
market), or of any similar organization or organizations, regarding
escrow or other arrangements in connection with transactions by the
Portfolio, (ii) for purposes of segregating cash or securities in
connection with options purchased, sold or written by the Portfolio
or commodity futures contracts or options thereon purchased or sold
by the Portfolio, (iii) for the purposes of compliance by the
Portfolio with the procedures required by Investment Company Act
Release No. 10666, or any subsequent release of the U.S. Securities
and Exchange Commission, or interpretative opinion of the staff
thereof, relating to the maintenance of segregated accounts by
registered investment companies, and (iv) for any other purpose upon
receipt of Proper Instructions.
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2.13 Ownership Certificates for Tax Purposes. The Custodian shall execute
ownership and other certificates and affidavits for all federal and
state tax purposes in connection with receipt of income or other
payments with respect to domestic securities of each Portfolio held
by it and in connection with transfers of securities.
2.14 Proxies. The Custodian shall, with respect to the domestic
securities held hereunder, cause to be promptly executed by the
registered holder of such securities, if the securities are
registered otherwise than in the name of the Portfolio or a nominee
of the Portfolio, all proxies, without indication of the manner in
which such proxies are to be voted, and shall promptly deliver to
the Portfolio such proxies, all proxy soliciting materials and all
notices relating to such securities.
2.15 Communications Relating to Portfolio Securities. Subject to the
provisions of Section 2.3, the Custodian shall transmit promptly to
the Fund for each Portfolio all written information (including,
without limitation, pendency of calls and maturities of domestic
securities and expirations of rights in connection therewith and
notices of exercise of call and put options written by the Fund on
behalf of the Portfolio and the maturity of futures contracts
purchased or sold by the Portfolio) received by the Custodian from
issuers of the securities being held for the Portfolio. With respect
to tender or exchange offers, the Custodian shall transmit promptly
to the Portfolio all written information received by the Custodian
from issuers of the securities whose tender or exchange is sought
and from the party (or his agents) making the tender or exchange
offer. If the Portfolio desires to take action with respect to any
tender offer, exchange offer or any other similar transaction, the
Portfolio shall notify the Custodian at least three business days
prior to the date on which the Custodian is to take such action.
3. Provisions Relating to Rules 17f-5 and 17f-7
3.1. Definitions. Capitalized terms in this Contract shall have the
following meanings:
"Country Risk" means all factors reasonably related to the systemic
risk of holding Foreign Assets in a particular country including,
but not limited to, such country's political environment, economic
and financial infrastructure (including any Eligible Securities
Depository operating in the country), prevailing or developing
custody and settlement practices, and laws and regulations
applicable to the safekeeping and recovery of Foreign Assets held in
custody in that country.
"Eligible Foreign Custodian" has the meaning set forth in section
(a)(1) of Rule 17f-5, including a majority-owned or indirect
subsidiary of a U.S.
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Bank (as defined in Rule 17f-5), a bank holding company meeting the
requirements of an Eligible Foreign Custodian (as set forth in Rule
17f-5 or by other appropriate action of the U.S. Securities and
Exchange Commission (the "SEC")), or a foreign branch of a Bank (as
defined in Section 2(a)(5) of the 0000 Xxx) meeting the requirements
of a custodian under Section 17(f) of the 1940 Act; the term does
not include any Eligible Securities Depository.
"Eligible Securities Depository" has the meaning set forth in
section (b)(1) of Rule 17f-7.
"Foreign Assets" means any of a Portfolio's investments (including
foreign currencies) for which the primary market is outside the
United States and such cash and cash equivalents as are reasonably
necessary to effect the Portfolio's transactions in such
investments.
"Foreign Custody Manager" has the meaning set forth in section
(a)(3) of Rule 17f-5.
3.2. The Custodian as Foreign Custody Manager.
3.2.1 Delegation to the Custodian as Foreign Custody Manager. Each
Fund, by resolution adopted by its Board, hereby delegates to the
Custodian, subject to Section (b) of Rule 17f-5, the
responsibilities set forth in this Section 3.2 with respect to
Foreign Assets of its Portfolios held outside the United States, and
the Custodian hereby accepts such delegation as Foreign Custody
Manager with respect to the Portfolios.
3.2.2 Countries Covered. The Foreign Custody Manager shall be
responsible for performing the delegated responsibilities defined
below only with respect to the countries and custody arrangements
for each such country listed on Schedule A to this Contract, which
list of countries may be amended from time to time by any Fund with
the agreement of the Foreign Custody Manager. The Foreign Custody
Manager shall list on Schedule A the Eligible Foreign Custodians
selected by the Foreign Custody Manager to maintain the assets of
the Portfolios, which list of Eligible Foreign Custodians may be
amended from time to time in the sole discretion of the Foreign
Custody Manager. The Foreign Custody Manager will provide amended
versions of Schedule A in accordance with Section 3.2.5 hereof.
Upon the receipt by the Foreign Custody Manager of Proper
Instructions to open an account or to place or maintain Foreign
Assets in a country listed on Schedule A, and the fulfillment by a
Fund, on behalf of its Portfolios, of the applicable account opening
requirements for such country, the Foreign Custody Manager shall be
deemed to have been
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delegated by the Board on behalf of the Portfolios responsibility as
Foreign Custody Manager with respect to that country and to have
accepted such delegation. Execution of this Amendment by a Fund
shall be deemed to be a Proper Instruction to open an account, or to
place or maintain Foreign Assets, in each country listed on Schedule
A in which the Custodian has previously placed or currently
maintains Foreign Assets pursuant to the terms of the Contract.
Following the receipt of Proper Instructions directing the Foreign
Custody Manager to close the account of a Portfolio with the
Eligible Foreign Custodian selected by the Foreign Custody Manager
in a designated country, the delegation by the Board on behalf of
such Portfolio to the Custodian as Foreign Custody Manager for that
country shall be deemed to have been withdrawn and the Custodian
shall immediately cease to be the Foreign Custody Manager of such
Portfolio with respect to that country.
The Foreign Custody Manager may withdraw its acceptance of delegated
responsibilities with respect to a designated country upon written
notice to the applicable Fund. Thirty days (or such longer period to
which the parties agree in writing) after receipt of any such notice
by the applicable Fund, the Custodian shall have no further
responsibility in its capacity as Foreign Custody Manager to such
Fund with respect to the country as to which the Custodian's
acceptance of delegation is withdrawn.
3.2.3 Scope of Delegated Responsibilities:
(a) Selection of Eligible Foreign Custodians. Subject to the
provisions of this Section 3.2, the Foreign Custody Manager
may place and maintain the Foreign Assets in the care of the
Eligible Foreign Custodian selected by the Foreign Custody
Manager in each country listed on Schedule A, as amended from
time to time. In performing its delegated responsibilities as
Foreign Custody Manager to place or maintain Foreign Assets
with an Eligible Foreign Custodian, the Foreign Custody
Manager shall determine that the Foreign Assets will be
subject to reasonable care, based on the standards applicable
to custodians in the country in which the Foreign Assets will
be held by that Eligible Foreign Custodian, after considering
all factors relevant to the safekeeping of such assets,
including, without limitation the factors specified in Rule
17f-5(c)(1).
(b) Contracts With Eligible Foreign Custodians. The Foreign
Custody Manager shall determine that the contract governing
the foreign custody arrangements with each Eligible Foreign
Custodian selected by the Foreign Custody Manager will satisfy
the requirements of Rule 17f-5(c)(2).
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(c) Monitoring. In each case in which the Foreign Custody
Manager maintains Foreign Assets with an Eligible Foreign
Custodian selected by the Foreign Custody Manager, the Foreign
Custody Manager shall establish a system to monitor (i) the
appropriateness of maintaining the Foreign Assets with such
Eligible Foreign Custodian and (ii) the performance of the
contract governing the custody arrangements established by the
Foreign Custody Manager with the Eligible Foreign Custodian.
In the event the Foreign Custody Manager determines that the
custody arrangements with an Eligible Foreign Custodian it has
selected are no longer appropriate, the Foreign Custody
Manager shall notify the applicable Board in accordance with
Section 3.2.5 hereunder and, to the extent that the Foreign
Custody Manager has not issued a notice of withdrawal as
Foreign Custody Manager for the particular country (pursuant
to Section 3.2.2 above); the Foreign Custody Manager has not
received a Proper Instruction to close the account (pursuant
to Section 3.2.2 above); and no other notice regarding
termination of delegation has been issued (pursuant to Section
3.2.8 below), the Foreign Custody Manager shall suggest (in a
non-binding manner) an alternative Eligible Foreign Custodian,
if such is available.
3.2.4 Guidelines for the Exercise of Delegated Authority. For
purposes of this Section 3.2, each Board shall be deemed to have
considered and determined to accept such Country Risk as is incurred
by placing and maintaining the Foreign Assets in each country for
which the Custodian is serving as Foreign Custody Manager of the
Portfolios.
3.2.5 Reporting Requirements. The Foreign Custody Manager shall
report the withdrawal of the Foreign Assets from an Eligible Foreign
Custodian and the placement of such Foreign Assets with another
Eligible Foreign Custodian by providing to each Board an amended
Schedule A at the end of the calendar quarter in which an amendment
to such Schedule has occurred. The Foreign Custody Manager shall
make written reports notifying each Board of any other material
change in the foreign custody arrangements of the Portfolios
described in this Section 3.2 after the occurrence of the material
change.
3.2.6 Standard of Care as Foreign Custody Manager of a Portfolio. In
performing the responsibilities delegated to it, the Foreign Custody
Manager agrees to exercise reasonable care, prudence and diligence
such as a person having responsibility for the safekeeping of assets
of management investment companies registered under the 1940 Act
would exercise.
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3.2.7 Representations with Respect to Rule 17f-5. The Foreign
Custody Manager represents to each Fund that it is a U.S. Bank as
defined in section (a)(7) of Rule 17f-5. Each Fund represents to the
Custodian that its Board has determined that it is reasonable for
the Board to rely on the Custodian to perform the responsibilities
delegated pursuant to this Contract to the Custodian as the Foreign
Custody Manager of the Portfolios.
3.2.8 Effective Date and Termination of the Custodian as Foreign
Custody Manager. Each Board's delegation to the Custodian as Foreign
Custody Manager of the Portfolios shall be effective as of the date
hereof and shall remain in effect until terminated at any time,
without penalty, by written notice from the terminating party to the
non-terminating party. Termination will become effective thirty (30)
days after receipt by the non-terminating party of such notice. The
provisions of Section 3.2.2 hereof shall govern the delegation to
and termination of the Custodian as Foreign Custody Manager of the
Portfolios with respect to designated countries.
3.3 Eligible Securities Depositories.
3.3.1 Analysis and Monitoring. The Custodian shall (a) provide each
Fund (or its duly-authorized investment manager or investment
adviser) with an analysis of the custody risks associated with
maintaining assets with the Eligible Securities Depositories set
forth on Schedule B hereto in accordance with section (a)(1)(i)(A)
of Rule 17f-7, and (b) monitor such risks on a continuing basis, and
promptly notify the applicable Fund (or its duly-authorized
investment manager or investment adviser) of any material change in
such risks, in accordance with section (a)(1)(i)(B) of Rule 17f-7.
3.3.2 Standard of Care. The Custodian agrees to exercise reasonable
care, prudence and diligence in performing the duties set forth in
Section 3.3.1.
4. Duties of the Custodian with Respect to Property of the Portfolios Held
Outside the United States.
4.1 Definitions. Capitalized terms in this Article 4 shall have the
following meanings:
"Foreign Securities System" means an Eligible Securities Depository
listed on Schedule B hereto.
"Foreign Sub-Custodian" means a foreign banking institution serving
as an Eligible Foreign Custodian.
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4.2. Holding Securities. The Custodian shall identify on its books as
belonging to the applicable Portfolio the foreign securities held by
each Foreign Sub-Custodian or Foreign Securities System. The
Custodian may hold foreign securities for all of its customers,
including the Portfolios, with any Foreign Sub-Custodian in an
account that is identified as belonging to the Custodian for the
benefit of its customers, provided however, that (i) the records of
the Custodian with respect to foreign securities of a Portfolio
which are maintained in such account shall identify those securities
as belonging to the Portfolio and (ii), to the extent permitted and
customary in the market in which the account is maintained, the
Custodian shall require that securities so held by the Foreign
Sub-Custodian be held separately from any assets of such Foreign
Sub-Custodian or of other customers of such Foreign Sub-Custodian.
4.3. Foreign Securities Systems. Foreign securities shall be maintained
in a Foreign Securities System in a designated country through
arrangements implemented by the Custodian or a Foreign
Sub-Custodian, as applicable, in such country.
4.4. Transactions in Foreign Custody Account.
4.4.1. Delivery of Foreign Assets. The Custodian or a Foreign
Sub-Custodian shall release and deliver foreign securities of a
Portfolio held by the Custodian or such Foreign Sub-Custodian, or in
a Foreign Securities System account, only upon receipt of Proper
Instructions, which may be continuing instructions when deemed
appropriate by the parties, and only in the following cases:
(i) Upon the sale of such foreign securities for the applicable
Portfolio in accordance with commercially reasonable market
practice in the country where such foreign securities are held
or traded, including, without limitation: (A) delivery against
expectation of receiving later payment; or (B) in the case of
a sale effected through a Foreign Securities System, in
accordance with the rules governing the operation of the
Foreign Securities System;
(ii) In connection with any repurchase agreement related to foreign
securities;
(iii) To the depository agent in connection with tender or other
similar offers for foreign securities of the applicable
Portfolio;
(iv) To the issuer thereof or its agent when such foreign
securities are called, redeemed, retired or otherwise become
payable;
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(v) To the issuer thereof, or its agent, for transfer into the
name of the Custodian (or the name of the respective
Foreign Sub-Custodian or of any nominee of the Custodian or
such Foreign Sub-Custodian) or for exchange for a different
number of bonds, certificates or other evidence
representing the same aggregate face amount or number of
units;
(vi) To brokers, clearing banks or other clearing agents for
examination or trade execution in accordance with market
custom; provided that in any such case the Foreign
Sub-Custodian shall have no responsibility or liability for
any loss arising from the delivery of such securities prior
to receiving payment for such securities except as may
arise from the Foreign Sub-Custodian's own negligence or
willful misconduct;
(vii) For exchange or conversion pursuant to any plan of merger,
consolidation, recapitalization, reorganization or
readjustment of the securities of the issuer of such
securities, or pursuant to provisions for conversion
contained in such securities, or pursuant to any deposit
agreement;
(viii) In the case of warrants, rights or similar foreign
securities, the surrender thereof in the exercise of such
warrants, rights or similar securities or the surrender of
interim receipts or temporary securities for definitive
securities;
(ix) For delivery as security in connection with any borrowing
by any Fund requiring a pledge of assets by the applicable
Fund;
(x) In connection with trading in options and futures
contracts, including delivery as original margin and
variation margin;
(xi) In connection with the lending of foreign securities; and
(xii) For any other purpose, but only upon receipt of Proper
Instructions specifying the foreign securities to be
delivered and naming the person or persons to whom delivery
of such securities shall be made.
4.4.2. Payment of Portfolio Monies. Upon receipt of Proper
Instructions, which may be continuing instructions when deemed
appropriate by the parties, the Custodian shall pay out, or direct
the respective Foreign Sub-Custodian or the respective Foreign
Securities System to pay out, monies of a Portfolio in the following
cases only:
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(i) Upon the purchase of foreign securities for the applicable
Portfolio, unless otherwise directed by Proper
Instructions, by (A) delivering money to the seller thereof
or to a dealer therefor (or an agent for such seller or
dealer) against expectation of receiving later delivery of
such foreign securities; or (B) in the case of a purchase
effected through a Foreign Securities System, in accordance
with the rules governing the operation of such Foreign
Securities System;
(ii) In connection with the conversion, exchange or surrender of
foreign securities of the applicable Portfolio;
(iii) For the payment of any expense or liability of the
applicable Portfolio, including but not limited to the
following payments: interest, taxes, investment advisory
fees, transfer agency fees, fees under this Contract, legal
fees, accounting fees, and other operating expenses;
(iv) For the purchase or sale of foreign exchange or foreign
exchange contracts for the applicable Portfolio, including
transactions executed with or through the Custodian or its
Foreign Sub-Custodians;
(v) In connection with trading in options and futures
contracts, including delivery as original margin and
variation margin;
(vi) For payment of part or all of the dividends received in
respect of securities sold short;
(vii) In connection with the borrowing or lending of foreign
securities; and
(viii) For any other purpose, but only upon receipt of Proper
Instructions specifying the amount of such payment and
naming the person or persons to whom such payment is to be
made.
4.4.3. Market Conditions. Notwithstanding any provision of this
Contract to the contrary, settlement and payment for Foreign Assets
received for the account of a Portfolio and delivery of Foreign
Assets maintained for the account of a Portfolio may be effected in
accordance with the customary established securities trading or
processing practices and procedures in the country or market in
which the transaction occurs, including, without limitation,
delivering Foreign Assets to the purchaser thereof or to a dealer
therefor (or an agent for such purchaser or dealer) with the
expectation of receiving later payment for such Foreign Assets from
such purchaser or dealer.
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The Custodian shall provide to each Board the information with
respect to custody and settlement practices in countries in which
the Custodian employs a Foreign Sub-Custodian described on Schedule
C hereto at the time or times set forth on such Schedule. The
Custodian may revise Schedule C from time to time, provided that no
such revision shall result in any Board being provided with
substantively less information than had been previously provided
hereunder.
4.5. Registration of Foreign Securities. The foreign securities
maintained in the custody of a Foreign Sub-Custodian (other than
bearer securities) shall be registered in the name of the applicable
Portfolio or in the name of the Custodian or in the name of any
Foreign Sub-Custodian or in the name of any nominee of the
foregoing, and the applicable Fund on behalf of such Portfolio
agrees to hold any such nominee harmless from any liability as a
holder of record of such foreign securities, except to the extent
that the applicable Fund incurs loss or damage due to failure of
such nominee to meet its standard of care as set forth in the
Contract. The Custodian or a Foreign Sub-Custodian shall not be
obligated to accept securities on behalf of a Portfolio under the
terms of this Contract unless the form of such securities and the
manner in which they are delivered are in accordance with reasonable
market practice.
4.6 Bank Accounts. The Custodian shall identify on its books as
belonging to the applicable Fund cash (including cash denominated in
foreign currencies) deposited with the Custodian. Where the
Custodian is unable to maintain, or market practice does not
facilitate the maintenance of, cash on the books of the Custodian, a
bank account or bank accounts shall be opened and maintained outside
the United States on behalf of a Portfolio with a Foreign
Sub-Custodian. All accounts referred to in this Section shall be
subject only to draft or order by the Custodian (or, if applicable,
such Foreign Sub-Custodian) acting pursuant to the terms of this
Contract to hold cash received by or from or for the account of the
Portfolio. Cash maintained on the books of the Custodian (including
its branches, subsidiaries and affiliates), regardless of currency
denomination, is maintained in bank accounts established under, and
subject to the laws of, The Commonwealth of Massachusetts.
4.7. Collection of Income. The Custodian shall use reasonable commercial
efforts to collect all income and other payments with respect to the
Foreign Assets held hereunder to which the Portfolios shall be
entitled and shall credit such income, as collected, to the
applicable Portfolio. In the event that extraordinary measures are
required to collect such income, the applicable Fund and the
Custodian shall consult as to such measures and as to the
compensation and expenses of the Custodian relating to such
measures.
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4.8. Shareholder Rights. With respect to the foreign securities held
pursuant to this Article 4, the Custodian will use reasonable
commercial efforts to facilitate the exercise of voting and other
shareholder rights by each Fund, subject always to the laws,
regulations and practical constraints that may exist in the country
where such securities are issued. Each Fund acknowledges that local
conditions, including lack of regulation, onerous procedural
obligations, lack of notice and other factors may have the effect of
severely limiting the ability of such Fund to exercise shareholder
rights.
4.9. Communications Relating to Foreign Securities. The Custodian shall
transmit promptly to the applicable Fund written information with
respect to materials received by the Custodian via the Foreign
Sub-Custodians from issuers of the foreign securities being held for
the account of the Portfolios (including, without limitation,
pendency of calls and maturities of foreign securities and
expirations of rights in connection therewith). With respect to
tender or exchange offers, the Custodian shall transmit promptly to
the applicable Fund written information with respect to materials so
received by the Custodian from issuers of the foreign securities
whose tender or exchange is sought or from the party (or its agents)
making the tender or exchange offer. Subject to the standard of care
to which the Custodian is held under this Contract, the Custodian
shall not be liable for any untimely exercise of any tender,
exchange or other right or power in connection with foreign
securities or other property of the Portfolios at any time held by
it unless (i) the Custodian or the respective Foreign Sub-Custodian
is in actual possession of such foreign securities or property and
(ii) the Custodian receives Proper Instructions with regard to the
exercise of any such right or power, and both (i) and (ii) occur at
least two New York business days prior to the date on which the
Custodian is to take action to exercise such right or power.
4.10. Liability of Foreign Sub-Custodians. Each agreement pursuant to
which the Custodian employs a Foreign Sub-Custodian shall, to the
extent possible, require the Foreign Sub-Custodian to exercise
reasonable care in the performance of its duties, and to indemnify,
and hold harmless, the Custodian from and against any loss, damage,
cost, expense, liability or claim arising out of or in connection
with the Foreign Sub-Custodian's performance of such obligations. At
the election of each Fund, such Fund shall be entitled to be
subrogated to the rights of the Custodian with respect to any claims
against a Foreign Sub-Custodian as a consequence of any such loss,
damage, cost, expense, liability or claim if and to the extent that
the applicable Portfolios have not been made whole for any such
loss, damage, cost, expense, liability or claim.
4.11 Tax Law. The Custodian shall have no responsibility or liability for
any obligations now or hereafter imposed on any Fund, the Portfolios
or the
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Custodian as custodian of the Portfolios by the tax law of the
United States or of any state or political subdivision thereof. With
respect to jurisdictions other than the United states, the sole
responsibility of the Custodian with regard to the tax law of any
such jurisdiction shall be to use reasonable efforts to (a) notify
the applicable Fund of the obligations imposed on such Fund with
respect to the Portfolios or the Custodian as custodian of the
Portfolios by the tax law of such jurisdictions including,
responsibility for withholding and other taxes, assessments or other
governmental charges, certifications and governmental reporting and
(b) perform such ministerial steps as are required to collect any
tax refund, to ascertain the appropriate rate of tax withholding and
to provide such documents as may be required to enable each Fund to
receive appropriate tax treatment under applicable tax laws and any
applicable treaty provisions. The Custodian, in performance of its
duties under this Section, shall be entitled to treat each Fund
which is organized as a Delaware business trust as a Delaware
business trust which is a "registered investment company" under the
laws of the United States, and it shall be the duty of each Fund to
inform the Custodian of any change in the organization, domicile or,
to the extent within the knowledge of the applicable Fund, other
relevant facts concerning tax treatment of such Fund and further to
inform the Custodian if such Fund is or becomes the beneficiary of
any special ruling or treatment not applicable to the general
nationality and category of entity of which such Fund is a part
under general laws and treaty provisions. The Custodian shall be
entitled to rely on any information supplied by each Fund. The
Custodian may engage reasonable professional advisors disclosed to
the applicable Fund by the Custodian, which may include attorneys,
accountants or financial institutions in the regular business of
investment administration and may rely upon advice received
therefrom.
4.12. Liability of Custodian. Except as may arise from the Custodian's own
negligence or willful misconduct or the negligence or willful
misconduct of a Foreign Sub-Custodian, the Custodian shall be
without liability to any Fund for any loss, liability, claim or
expense resulting from or caused by anything which is part of
Country Risk.
The Custodian shall be liable for the acts or omissions of a Foreign
Sub-Custodian to the same extent as set forth with respect to
sub-custodians generally in the Contract and, regardless of whether
assets are maintained in the custody of a Foreign Sub-Custodian or a
Foreign Securities System, the Custodian shall not be liable for any
loss, damage, cost, expense, liability or claim resulting from
nationalization, expropriation, currency restrictions, or acts of
war or terrorism, or any other loss where the Sub-Custodian has
otherwise acted with reasonable care.
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4.13 Use of Term "Fund"; Assets and Liabilities. All references in this
Article 4 or in Article 3 of this Contract to "Fund" shall mean
either any Fund, or a Portfolio of any Fund, as the context requires
or as applicable.
The Custodian shall maintain separate and distinct records for each
Portfolio and the assets allocated solely with such Portfolio shall
be held and accounted for separately from the assets of each Fund
associated solely with any other Portfolio. The debts, liabilities,
obligations and expenses incurred, contracted for or otherwise
existing with respect to a particular Portfolio shall be enforceable
against the assets of such Portfolio only, and not against the
assets of any Fund generally or the assets of any other Portfolio.
5. Payments for Sales or Repurchases or Redemptions of Shares of the Fund
The Custodian shall receive from the distributor for the Shares or from
the Transfer Agent of each Fund and deposit into the account of the appropriate
Portfolio such payments as are received for Shares of that Portfolio issued or
sold from time to time by applicable Fund. The Custodian will provide timely
notification to such Fund on behalf of each such Portfolio and the Transfer
Agent of any receipt by it of payments for Shares of such Portfolio.
From such funds as may be available for the purpose but subject to the
limitations of the Governing Documents and any applicable votes of the Board of
any Fund pursuant thereto, the Custodian shall, upon receipt of instructions
from the Transfer Agent, make funds available for payment to holders of Shares
who have delivered to the Transfer Agent a request for redemption or repurchase
of their Shares. In connection with the redemption or repurchase of Shares, the
Custodian is authorized upon receipt of instructions from the Transfer Agent to
wire funds to or through a commercial bank designated by the redeeming
shareholders. In connection with the redemption or repurchase of Shares, the
Custodian shall honor checks drawn on the Custodian by a holder of Shares, which
checks have been furnished by a Fund to the holder of Shares, when presented to
the Custodian in accordance with such procedures and controls as are mutually
agreed upon from time to time between a Fund and the Custodian.
6. Proper Instructions
"Proper Instructions," which may also be standing instructions, as used
throughout the Contract shall mean instructions received by the Custodian from
the Fund, the Fund's investment manager or subadvisor, as duly authorized by the
Fund. Such instructions may be in writing signed by the authorized person or
persons or may be in a tested communication or in a communication utilizing
access codes effected between electro-mechanical or electronic devices or may be
by such other means and utilizing such intermediary systems and utilities as may
be agreed to from time to time by the Custodian and a person authorized to give
Proper Instructions, provided that the Fund has followed any security procedures
agreed to from time to time by the Fund and the Custodian, including,
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but not limited to, the security procedures selected by the Fund in the Funds
Transfer Addendum to the Contract. Oral instructions will be considered Proper
Instructions if the Custodian reasonably believes them to have been given by a
person authorized to give such instructions with respect to the transaction
involved. The Fund shall cause all oral instructions to be confirmed promptly in
writing. For purposes of this Section, Proper Instructions shall include
instructions received by the Custodian pursuant to any multi-party agreement,
which requires a segregated asset account in accordance with Section 2.12 of the
Contract. The Fund or the Fund's investment manager shall cause its duly
authorized officer to certify to the Custodian in writing the names and specimen
signatures of persons authorized to give Proper Instructions. The Custodian
shall be entitled to rely upon the identity and authority of such persons until
it receives notice from the Fund to the contrary.
7. Actions Permitted without Express Authority
The Custodian may in its discretion, without express authority from the
applicable Fund on behalf of each applicable Portfolio:
1) make payments to itself or others for minor expenses ofhandling
securities or other similar items relating to its duties under this
Contract, provided that all such payments shall be accounted for to
the applicable Fund on behalf of the Portfolio;
2) surrender securities in temporary form for securities in definitive
form;
3) endorse for collection, in the name of the Portfolio, checks, drafts
and other negotiable instruments; and
4) in general, attend to all non-discretionary details in connection
with the sale, exchange, substitution, purchase, transfer and other
dealings with the securities and property of the Portfolio except as
otherwise directed by the applicable Board.
8. Evidence of Authority
The Custodian shall be protected in acting upon any instructions, notice,
request, consent, certificate or other instrument or paper believed by it to be
genuine and to have been properly executed by or on behalf of the applicable
Fund. The Custodian may receive and accept a certified copy of a vote of the
applicable Board of a Fund as conclusive evidence (a) of the authority of any
person to act in accordance with such vote or (b) of any determination or of any
action by the Board pursuant to the Governing Documents as described in such
vote, and such vote may be considered as in full force and effect until receipt
by the Custodian of written notice to the contrary.
9. Duties of Custodian with Respect to the Books of Account and Calculation
of Net Asset Value and Net Income
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The Custodian shall cooperate with and supply necessary information to the
entity or entities appointed by the applicable Board o to keep the books of
account of each Portfolio and/or compute the net asset value per share of the
outstanding Shares or, if directed in writing to do so by the applicable Fund on
behalf of the Portfolio, shall itself keep such books of account and/or compute
such net asset value per Share. If so directed, the Custodian shall also
calculate daily the net income of the Portfolio as described in the applicable
Fund's Prospectus related to such Portfolio and shall advise such Fund and the
Transfer Agent daily of the total amounts of such net income and, if instructed
in writing by an officer of such Fund to do so, shall advise the Transfer Agent
periodically of the division of such net income among its various components.
The calculations of the net asset value per share and the daily income of each
Portfolio shall be made at the time or times described from time to time in the
applicable Fund's Prospectus.
10. Records
The Custodian shall with respect to each Portfolio create and maintain all
records relating to its activities and obligations under this Contract in such
manner as will meet the obligations of the applicable Fund under the 1940 Act,
with particular attention to Section 31 thereof and Rules 31a-1 and 31a-2
thereunder. All such records shall be the property of the applicable Fund and
shall at all times during the regular business hours of the Custodian be open
for inspection by duly authorized officers, employees or agents of such Fund and
employees and agents of the SEC. The Custodian shall, at a Fund's request,
supply such Fund with a tabulation of securities owned by each Portfolio and
held by the Custodian and shall, when requested to do so by a Fund and for such
compensation as shall be agreed upon between such Fund and the Custodian,
include certificate numbers in such tabulations.
11. Opinion of Fund's Independent Accountant
The Custodian shall take all reasonable action, as the applicable Fund on
behalf of each applicable Portfolio may from time to time request, to obtain
from year to year favorable opinions from such Fund's independent accountants
with respect to its activities hereunder in connection with the preparation of
the Fund's Form N-1A, Form N-2 (if applicable), and Form N-SAR or other annual
reports to the SEC and with respect to any other requirements thereof.
12. Reports to Fund by Independent Public Accountants
The Custodian shall provide the applicable Fund, on behalf of each of the
Portfolios at such times as such Fund may reasonably require, with reports by
independent public accountants on the accounting system, internal accounting
control and procedures for safeguarding securities, futures contracts and
options on futures contracts, including securities deposited and/or maintained
in a U.S. Securities System, relating to the services provided by the Custodian
under this Contract; such reports, shall be of sufficient scope and in
sufficient detail, as may reasonably be required by the Fund to
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provide reasonable assurance that any material inadequacies would be disclosed
by such examination, and, if there are no such inadequacies, the reports shall
so state.
13. Compensation of Custodian
For all expenses and services performed and to be performed by Custodian
hereunder, each Fund on behalf of its respective Portfolio(s) as applicable,
shall and hereby agrees to pay Custodian, severally and not jointly, such
reasonable compensation as determined by the parties from time to time.
14. Responsibility of Custodian
So long as and to the extent that it is in the exercise of reasonable
care, the Custodian shall not be responsible for the title, validity or
genuineness of any property or evidence of title thereto received by it or
delivered by it pursuant to this Contract and shall be held harmless in acting
upon any notice, request, consent, certificate or other instrument reasonably
believed by it to be genuine and to be signed by the proper party or parties,
including any futures commission merchant acting pursuant to the terms of a
three-party futures or options agreement. The Custodian shall be held to the
exercise of reasonable care in carrying out the provisions of this Contract, but
shall be kept indemnified by and shall be without liability to any Fund for any
action taken or omitted by it in good faith without negligence. It shall be
entitled to rely on and may act upon advice of counsel (who may be counsel for a
Fund) on all matters, and shall be without liability for any action reasonably
taken or omitted pursuant to such advice.
Except as may arise from the Custodian's own negligence or willful
misconduct or the negligence or willful misconduct of a sub-custodian or agent,
the Custodian shall be without liability to any Fund for any loss, liability,
claim or expense resulting from or caused by; (i) events or circumstances beyond
the reasonable control of the Custodian or any sub-custodian or Securities
System or any agent or nominee of any of the foregoing, including, without
limitation, nationalization or expropriation, imposition of currency controls or
restrictions, the interruption, suspension or restriction of trading on or the
closure of any securities market, power or other mechanical failures or
interruptions, communications disruptions, acts of war or terrorism, riots,
revolutions, work stoppages, natural disasters or other similar events or acts;
(ii) errors by any Fund or any Investment Advisor in their instructions to the
Custodian provided such instructions have been in accordance with this Contract;
(iii) the insolvency of or acts or omissions by a Securities System; (iv) any
delay or failure of any broker, agent or intermediary, central bank or other
commercially prevalent payment or clearing system that is not an affiliate of
the Custodian to deliver to the Custodian's sub-custodian or agent securities
purchased or in the remittance or payment made in connection with securities
sold; (v) any delay or failure of any company, corporation, or other body in
charge of registering or transferring securities in the name of the Custodian,
any Fund, the Custodian's sub-custodians, nominees or agents or any
consequential losses arising out of such delay or failure to transfer such
securities including non-receipt of bonus, dividends and rights and other
accretions or benefits; (vi) delays or inability to perform its duties due to
any disorder in
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market infrastructure with respect to any particular security or Securities
System; and (vii) any provision of any present or future law or regulation or
order of the United States of America, or any state thereof, or any other
country, or political subdivision thereof or of any court of competent
jurisdiction.
The Custodian shall be liable for the acts or omissions of a foreign
banking institution to the same extent as set forth with respect to
sub-custodians generally in this Contract.
If a Fund on behalf of a Portfolio requires the Custodian to take any
action with respect to securities, which action involves the payment of money or
which action may, in the opinion of the Custodian, result in the Custodian or
its nominee assigned to the Fund or the Portfolio being liable for the payment
of money or incurring liability of some other form, such Fund on behalf of the
Portfolio, as a prerequisite to requiring the Custodian to take such action,
shall provide indemnity to the Custodian in an amount and form satisfactory to
it.
If a Fund requires the Custodian, its affiliates, subsidiaries or agents,
to advance cash or securities for any purpose (including but not limited to
securities settlements, foreign exchange contracts and assumed settlement) for
the benefit of a Portfolio or in the event that the Custodian or its nominee
shall incur or be assessed any taxes, charges, expenses, assessments, claims or
liabilities in connection with the performance of this Contract, except such as
may arise from its or its nominee's own negligent action, negligent failure to
act or willful misconduct, any property at any time held for the account of the
applicable Portfolio shall be security therefor and should a Fund fail to repay
the Custodian promptly, the Custodian shall be entitled to utilize available
cash and to dispose of such Portfolio's assets to the extent necessary to obtain
reimbursement.
15. Effective Period, Termination and Amendment
This Contract shall become effective as of its execution, shall continue
in full force and effect until terminated as hereinafter provided, may be
amended at any time by mutual agreement of the parties hereto and may be
terminated with respect to any party by an instrument in writing delivered or
mailed, postage prepaid to the other parties, such termination to take effect
not sooner than thirty (30) days after the date of such delivery or mailing;
provided, however that the Custodian shall not with respect to a Portfolio act
under Section 2.10 hereof in the absence of receipt of an initial certificate of
the Secretary or an Assistant Secretary that the applicable Board has approved
the initial use of a particular Securities System by such Portfolio, as required
by Rule 17f-4 under the 1940 Act and that the Custodian shall not with respect
to a Portfolio act under Section 2.11 hereof in the absence of receipt of an
initial certificate of the Secretary or an Assistant Secretary that the
applicable Board has approved the initial use of the Direct Paper System by such
Portfolio; provided further, however, that each Fund shall not amend or
terminate this Contract in contravention of any applicable federal or state
regulations, or any provision of the Fund's Governing Documents, and further
provided, that each Fund
-25-
on behalf of one or more of the Portfolios may at any time by action of its
Board (i) substitute another bank or trust company for the Custodian by giving
notice as described above to the Custodian, or (ii) immediately terminate this
Contract in the event of the appointment of a conservator or receiver for the
Custodian by the Comptroller of the Currency or upon the happening of a like
event at the direction of an appropriate regulatory agency or court of competent
jurisdiction.
Termination of this Contract with respect to any particular Portfolio
shall in no way affect the rights and duties under this Contract with respect to
any other Funds or Portfolios.
Upon termination of the Contract with respect to any Portfolio, such Fund
on behalf of each applicable Portfolio shall pay to the Custodian such
compensation as may be due as of the date of such termination and shall likewise
reimburse the Custodian for its costs, expenses and disbursements.
16. Successor Custodian
If a successor custodian for one or more Funds or Portfolios shall be
appointed by the applicable Board, the Custodian shall, upon termination with
respect to the applicable Fund: (i) deliver to such successor custodian at the
office of the Custodian, duly endorsed and in the form for transfer, all
securities of each applicable Portfolio then held by it hereunder; (ii) transfer
to an account of the successor custodian all of the securities of each such
Portfolio held in a Securities System; and (iii) transfer to the successor
custodian all records created and maintained by the Custodian with respect to
each such Portfolio pursuant to Section 10.
If no such successor custodian shall be appointed, the Custodian shall, in
like manner, upon receipt of a certified copy of a vote of the applicable Board,
deliver at the office of the Custodian and transfer such securities, funds and
other properties in accordance with such vote.
In the event that no written order designating a successor custodian or
certified copy of a vote of the applicable Board shall have been delivered to
the Custodian on or before the date when such termination shall become
effective, then the Custodian shall have the right to deliver to a bank or trust
company, which is a "bank" as defined in the 1940 Act, doing business in Boston,
Massachusetts, of its own selection, having an aggregate capital, surplus, and
undivided profits, as shown by its last published report, of not less than
$25,000,000, all securities, funds and other properties held by the Custodian on
behalf of each applicable Portfolio and all instruments held by the Custodian
relative thereto and all other property held by it under this Contract on behalf
of each applicable Portfolio and to transfer to an account of such successor
custodian all of the securities of each such Portfolio held in any Securities
System. Thereafter, such bank or trust company shall be the successor of the
Custodian under this Contract.
-26-
In the event that securities, funds and other properties remain in the
possession of the Custodian after the date of termination hereof with respect to
any Fund owing to failure of such Fund to procure the certified copy of the vote
referred to or of the applicable Board to appoint a successor custodian, the
Custodian shall be entitled to fair compensation for its services during such
period as the Custodian retains possession of such securities, funds and other
properties and the provisions of this Contract relating to the duties and
obligations of the Custodian shall remain in full force and effect.
17. Interpretive and Additional Provisions
In connection with the operation of this Contract, the Custodian and each
Fund on behalf of each of the Portfolios, may from time to time agree on such
provisions interpretive of or in addition to the provisions of this Contract as
may in their joint opinion be consistent with the general tenor of this
Contract. Any such interpretive or additional provisions shall be in a writing
signed by all parties and shall be annexed hereto, provided that no such
interpretive or additional provisions shall contravene any applicable federal or
state regulations or any provision of the Fund's Governing Documents. No
interpretive or additional provisions made as provided in the preceding sentence
shall be deemed to be an amendment of this Contract.
18. Additional Portfolios
In the event that any Fund establishes one or more series of Shares in
addition to those listed on Appendix A attached hereto with respect to which it
desires to have the Custodian render services as custodian under the terms
hereof, it shall so notify the Custodian in writing, and if the Custodian agrees
in writing to provide such services, such series of Shares shall become a
Portfolio hereunder.
19. Additional Funds
In the event that any entity in addition to those listed on Appendix A
attached hereto desires to have the Custodian render services as custodian under
the terms hereof, it shall so notify the Custodian in writing, and if the
Custodian agrees in writing to provide such services, such entity shall become a
Fund hereunder and be bound by all terms, conditions and provisions hereof
including, without limitation, the representations and warranties set forth in
Section 23 below.
20. Massachusetts Law to Apply
This Contract shall be construed and the provisions thereof interpreted
under and in accordance with laws of The Commonwealth of Massachusetts.
21. Prior Contracts
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This Contract supersedes and terminates, as of the date hereof, all prior
contracts between each Fund on behalf of each of the Portfolios and the
Custodian relating to the custody of each Fund's assets.
22. Reproduction of Documents
This Contract and all schedules, exhibits, attachments and amendments
hereto may be reproduced by any photographic, photostatic, microfilm,
micro-card, miniature photographic or other similar process. The parties hereto
all/each agree that any such reproduction shall be admissible in evidence as the
original itself in any judicial or administrative proceeding, whether or not the
original is in existence and whether or not such reproduction was made by a
party in the regular course of business, and that any enlargement, facsimile or
further reproduction of such reproduction shall likewise be admissible in
evidence.
23. The Parties
All references herein to the "Fund" are to each of the funds listed on
Appendix A hereto individually, as if this Contract were between such individual
Fund and the Custodian. In the case of a series fund or trust, all references to
the "Portfolio" are to the individual series or portfolio of such fund or trust,
or to such fund or trust on behalf of the individual series or portfolio, as
appropriate. Any reference in this Contract to "the parties" shall mean the
Custodian and such other individual Fund as to which the matter pertains. Each
party hereby represents and warrants to each other that (i) it has the requisite
power and authority under applicable laws and its Governing Documents, as
applicable, to enter into and perform this Contract, (ii) all requisite
proceedings have been taken to authorize it to enter into and perform this
Contract, and (iii) its entrance into this Contract shall not cause a material
breach or be in material conflict with any other agreement or obligation of any
party or any law or regulation applicable to it.
24. Delaware Business Trust
With respect to any Fund which is a party to this Contract and which is
organized as a Delaware business trust, the term "Fund" means and refers to the
trustees from time to time serving under the applicable trust agreement of such
trust, as the same may be amended from time to time (the "Declaration of
Trust"). It is expressly agreed that the obligations of any such Fund hereunder
shall not be binding upon any of the trustees, shareholders, nominees, officers,
agents or employees of the Fund personally, but bind only the trust property of
the Fund as set forth in the applicable Declaration of Trust. In the case of
each Fund which is a Delaware business trust (in each case, a "Trust"), the
execution and delivery of this Agreement on behalf of the Trust has been
authorized by the trustees, and signed by an authorized officer of the Trust, in
each case acting in such capacity and not individually, and neither such
authorization by the trustees nor such execution and delivery by such officer
shall be deemed to have been made by any of them individually, but shall bind
only the trust property of the Trust as provided in its Declaration of Trust.
-28-
25. Shareholder Communications Election
SEC Rule 14b-2 requires banks which hold securities for the account of
customers to respond to requests by issuers of securities for the names,
addresses and holdings of beneficial owners of securities of that issuer held by
the bank unless the beneficial owner has expressly objected to disclosure of
this information. In order to comply with the role, the Custodian needs each
Fund to indicate whether it authorizes the Custodian to provide such Fund's
name, address, and share position to requesting companies whose stock the Fund
owns. If the Fund tells the Custodian "no," the Custodian will not provide this
information to requesting companies. If the Fund tells the Custodian "yes" or
does not check either "yes" or "no" below, the Custodian is required by the rule
to treat the Fund as consenting to disclosure of this information for all
securities owned by the Fund or any funds or accounts established by the Fund.
For the Fund's protection, the Rule prohibits the requesting company from using
the Fund's name and address for any purpose other than corporate communications.
Please indicate below whether the Fund consent or object by checking one of the
alternatives below.
YES [ ] The Custodian is authorized to release the Fund's name,
address, and share positions.
NO [X] The Custodian is not authorized to release the Fund's
name, address, and share positions.
25. Remote Access Services Addendum
The Custodian and each Fund agree to be bound by the terms of the Remote
Access Services Addendum attached hereto.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, each of the parties has caused this instrument to be
executed in its name and behalf by its duly authorized representative and its
seal to be hereunder affixed as of the date first above-written.
ATTEST EACH OF THE ENTITIES SET FORTH ON
APPENDIX A ATTACHED HERETO
By: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxx X. Xxxx
--------------------------- ---------------------------
Title: Assistant Secretary Name: Xxxx X. Xxxx
Title: Senior Vice President
ATTEST STATE STREET BANK AND TRUST COMPANY
By: By: /s/ Xxxxxxx X. Xxxxxx
--------------------------- ---------------------------
Title: Vice President Name: Xxxxxxx X. Xxxxxx
Title: Executive Vice President
AMENDED AND RESTATED MASTER CUSTODIAN CONTRACT
APPENDIX A TO
AMENDED AND RESTATED MASTER CUSTODIAN CONTRACT
AIM COUNSELOR SERIES TRUST (INVESCO COUNSELOR SERIES TRUST) Invesco Basic Value Fund
Invesco Core Plus Bond Fund Invesco Conservative Allocation Fund
Invesco Floating Rate Fund Invesco Global Equity Fund
Invesco Multi-Sector Fund Invesco Growth Allocation Fund
Invesco Select Real Estate Income Fund Invesco Income Allocation Fund
Invesco Structured Core Fund Invesco International Allocation Fund
Invesco Structured Growth Fund Invesco Mid Cap Core Equity Fund
Invesco Structured Value Fund Invesco Moderate Allocation Fund
Invesco Balanced Fund Invesco Moderate Growth Allocation Fund
Invesco California Tax-Free Income Fund Invesco Moderately Conservative Allocation Fund
Invesco Dividend Growth Securities Fund Invesco Small Cap Growth Fund
Invesco Equally-Weighted S&P 500 Fund Invesco Convertible Securities Fund
Invesco Fundamental Value Fund Invesco Xxx Xxxxxx Asset Allocation Conservative Fund
Invesco Large Cap Relative Value Fund Invesco Xxx Xxxxxx Asset Allocation Growth Fund
Invesco New York Tax-Free Income Fund Invesco Xxx Xxxxxx Asset Allocation Moderate Fund
Invesco S&P 500 Index Fund Invesco Xxx Xxxxxx Harbor Fund
Invesco Xxx Xxxxxx American Franchise Fund Invesco Xxx Xxxxxx Leaders Fund
Invesco Xxx Xxxxxx Core Equity Fund Invesco Xxx Xxxxxx Real Estate Securities Fund
Invesco Xxx Xxxxxx Equity and Income Fund Invesco Xxx Xxxxxx U.S. Mortgage Fund
Invesco Xxx Xxxxxx Equity Premium Income Fund
Invesco Xxx Xxxxxx Growth and Income Fund AIM INTERNATIONAL MUTUAL FUNDS
Invesco Xxx Xxxxxx Money Market Fund (INVESCO INTERNATIONAL MUTUAL FUNDS)
Invesco Xxx Xxxxxx Pennsylvania Tax Free Income Fund Invesco Asia Pacific Growth Fund
Invesco Xxx Xxxxxx Small Cap Growth Fund Invesco European Growth Fund
Invesco Xxx Xxxxxx Tax Free Money Fund Invesco Global Growth Fund
Invesco Global Small & Mid Cap Growth Fund
AIM EQUITY FUNDS (INVESCO EQUITY FUNDS) Invesco International Core Equity Fund
Invesco Capital Development Fund Invesco International Growth Fund
Invesco Charter Fund
Invesco Constellation Fund AIM INVESTMENT FUNDS (INVESCO INVESTMENT FUNDS)
Invesco Disciplined Equity Fund Invesco Balanced-Risk Allocation Fund
Invesco Diversified Dividend Fund Invesco China Fund
Invesco Large Cap Basic Value Fund Invesco Developing Markets Fund
Invesco Large Cap Growth Fund Invesco Emerging Markets Local Currency Debt Fund
Invesco Summit Fund Invesco Global Health Care Fund
Invesco International Total Return Fund
AIM FUNDS GROUP (INVESCO FUNDS GROUP) Invesco Japan Fund
Invesco Basic Balanced Fund Invesco LIBOR Alpha Fund
Invesco European Small Company Fund Invesco Endeavor Fund
Invesco Global Core Equity Fund Invesco Global Fund
Invesco International Small Company Fund Invesco Small Companies Fund
Invesco Mid Cap Basic Value Fund Invesco Alternative Opportunities Fund
Invesco Select Equity Fund Invesco Commodities Strategy Fund
Invesco Small Cap Equity Fund Invesco FX Alpha Plus Strategy Fund
Invesco FX Alpha Strategy Fund
AIM GROWTH SERIES (INVESCO GROWTH SERIES) Invesco Global Advantage Fund
Invesco Balanced-Risk Retirement Now Fund Invesco Global Dividend Growth Securities Fund
Invesco Balanced-Risk Retirement 2010 Fund Invesco Health Sciences Fund
Invesco Balanced-Risk Retirement 2020 Fund Invesco International Growth Equity Fund
Invesco Balanced-Risk Retirement 2030 Fund Invesco Pacific Growth Fund
A-1
Invesco Balanced-Risk Retirement 2040 Fund Invesco Xxx Xxxxxx Emerging Markets Fund
Invesco Balanced-Risk Retirement 2050 Fund Invesco Xxx Xxxxxx Global Bond Fund
Invesco Xxx Xxxxxx Global Franchise Fund Invesco Xxx Xxxxxx Global Equity Allocation Fund
Invesco Xxx Xxxxxx Global Tactical Asset Allocation Fund Invesco Xxx Xxxxxx Municipal Income Fund
Invesco Xxx Xxxxxx International Advantage Fund Invesco Xxx Xxxxxx New York Tax Free Income Fund
Invesco Xxx Xxxxxx International Growth Fund
AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE
AIM INVESTMENT SECURITIES FUNDS (INVESCO INVESTMENT INSURANCE FUNDS)
SECURITIES FUNDS) Invesco V.I. Basic Balanced Fund
Invesco Core Bond Fund Invesco V.I. Basic Value Fund
Invesco Dynamics Fund Invesco V.I. Capital Appreciation Fund
Invesco Global Real Estate Fund Invesco V.I. Capital Development Fund
Invesco High Yield Fund Invesco V.I. Core Equity Fund
Invesco Income Fund Invesco V.I. Diversified Income Fund
Invesco Real Estate Fund Invesco V.I. Dynamics Fund
Invesco Short Term Bond Fund Invesco V.I. Financial Services Fund
Invesco U.S. Government Fund Invesco V.I. Global Health Care Fund
Invesco High Yield Securities Fund Invesco V.I. Global Multi-Asset Fund
Invesco Xxx Xxxxxx Core Plus Fixed Income Fund Invesco V.I. Global Real Estate Fund
Invesco Xxx Xxxxxx Corporate Bond Fund Invesco V.I. Government Securities Fund
Invesco Xxx Xxxxxx Government Securities Fund Invesco V.I. High Yield Fund
Invesco Xxx Xxxxxx High Yield Fund Invesco V.I. International Growth Fund
Invesco Xxx Xxxxxx Limited Duration Fund Invesco V.I. Large Cap Growth Fund
Invesco V.I. Leisure Fund
AIM SECTOR FUNDS (INVESCO SECTOR FUNDS) Invesco V.I. Mid Cap Core Equity Fund
Invesco Energy Fund Invesco V.I. Small Cap Equity Fund
Invesco Financial Services Fund Invesco V.I. Technology Fund
Invesco Gold & Precious Metals Fund Invesco V.I. Utilities Fund
Invesco Leisure Fund Invesco V.I. Dividend Growth Fund
Invesco Technology Fund Invesco V.I. Global Dividend Growth Fund
Invesco Utilities Fund Invesco V.I. High Yield Securities Fund
Invesco Mid-Cap Value Fund Invesco V.I. Income Builder Fund
Invesco Small-Mid Special Value Fund Invesco V.I. S&P 500 Index Fund
Invesco Special Value Fund Invesco V.I. Select Dimensions Balanced Fund
Invesco Technology Sector Fund Invesco V.I. Select Dimensions Dividend Growth Fund
Invesco U.S. Mid Cap Value Fund Invesco V.I. Select Dimensions Equally-Weighted S&P 000
Xxxxxxx X.X. Small Cap Value Fund Fund
Invesco U.S. Small/Mid Cap Value Fund Invesco Xxx Xxxxxx V.I. Capital Growth Fund
Invesco Value Fund Invesco Xxx Xxxxxx V.I. Xxxxxxxx Fund
Invesco Value II Fund Invesco Xxx Xxxxxx V.I. Equity and Income Fund
Invesco Xxx Xxxxxx American Value Fund Invesco Xxx Xxxxxx V.I. Global Tactical Asset
Invesco Xxx Xxxxxx Capital Growth Fund Allocation Fund
Invesco Xxx Xxxxxx Xxxxxxxx Fund Invesco Xxx Xxxxxx V.I. Global Value Equity Fund
Invesco Xxx Xxxxxx Enterprise Fund Invesco Xxx Xxxxxx V.I. Government Fund
Invesco Xxx Xxxxxx Mid Cap Growth Fund Invesco Xxx Xxxxxx V.I. Growth and Income Fund
Invesco Xxx Xxxxxx Small Cap Value Fund Invesco Xxx Xxxxxx V.I. High Yield Fund
Invesco Xxx Xxxxxx Technology Fund Invesco Xxx Xxxxxx V.I. International Growth Equity Fund
Invesco Xxx Xxxxxx Utility Fund Invesco Xxx Xxxxxx V.I. Mid Cap Growth Fund
Invesco Xxx Xxxxxx Value Opportunities Fund Invesco Xxx Xxxxxx V.I. Mid Cap Value Fund
Invesco Xxx Xxxxxx V.I. Value Fund
AIM TAX-EXEMPT FUNDS (INVESCO TAX-EXEMPT FUNDS)
Invesco Municipal Fund
Invesco Tax-Exempt Securities Fund
Invesco Xxx Xxxxxx California Insured Tax Free Fund
A-2
Invesco Xxx Xxxxxx High Yield Municipal Fund
Invesco Xxx Xxxxxx Insured Tax Free Income Fund
Invesco Xxx Xxxxxx Intermediate Term Municipal Income Fund
INVESCO CALIFORNIA INSURED MUNICIPAL INCOME TRUST
INVESCO CALIFORNIA QUALITY MUNICIPAL SECURITIES
INVESCO HIGH YIELD INVESTMENTS FUND, INC.
INVESCO INSURED CALIFORNIA MUNICIPAL SECURITIES
INVESCO INSURED MUNICIPAL BOND TRUST
INVESCO INSURED MUNICIPAL INCOME TRUST
INVESCO INSURED MUNICIPAL SECURITIES
INVESCO INSURED MUNICIPAL TRUST
INVESCO MUNICIPAL INCOME OPPORTUNITIES TRUST
INVESCO MUNICIPAL INCOME OPPORTUNITIES TRUST II
INVESCO MUNICIPAL INCOME OPPORTUNITIES TRUST III
INVESCO MUNICIPAL PREMIUM INCOME TRUST
INVESCO NEW YORK QUALITY MUNICIPAL SECURITIES
INVESCO PRIME INCOME TRUST
INVESCO QUALITY MUNICIPAL INCOME TRUST
INVESCO QUALITY MUNICIPAL INVESTMENT TRUST
INVESCO QUALITY MUNICIPAL SECURITIES TRUST
INVESCO XXX XXXXXX ADVANTAGE MUNICIPAL INCOME TRUST II
INVESCO XXX XXXXXX BOND FUND
INVESCO XXX XXXXXX CALIFORNIA VALUE MUNICIPAL INCOME TRUST
INVESCO XXX XXXXXX DYNAMIC CREDIT OPPORTUNITIES FUND
INVESCO XXX XXXXXX EXCHANGE FUND
INVESCO XXX XXXXXX HIGH INCOME TRUST II
INVESCO XXX XXXXXX MASSACHUSETTS VALUE MUNICIPAL INCOME TRUST
INVESCO XXX XXXXXX MUNICIPAL OPPORTUNITY TRUST
A-3
INVESCO XXX XXXXXX MUNICIPAL TRUST
INVESCO XXX XXXXXX OHIO QUALITY MUNICIPAL TRUST
INVESCO XXX XXXXXX PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST
INVESCO XXX XXXXXX SELECT SECTOR MUNICIPAL TRUST
INVESCO XXX XXXXXX SENIOR INCOME TRUST
INVESCO XXX XXXXXX SENIOR LOAN FUND
INVESCO XXX XXXXXX TRUST FOR INSURED MUNICIPALS
INVESCO XXX XXXXXX TRUST FOR INVESTMENT GRADE MUNICIPALS
INVESCO XXX XXXXXX TRUST FOR INVESTMENT GRADE NEW JERSEY MUNICIPALS
INVESCO XXX XXXXXX TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS
A-4
SCHEDULE A
STATE STREET
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS
MARKET SUBCUSTODIAN
Argentina Citibank, N.A.
Australia The Hongkong and Shanghai Banking Corporation
Limited Citigroup Pty. Limited
Austria UniCredit Bank Austria AG
Bahrain HSBC Bank Middle East Limited
(as delegate of The Hongkong and Shanghai Banking Corporation Limited)
Bangladesh Standard Chartered Bank
Belgium Deutsche Bank AG, Netherlands (operating through its Amsterdam
branch with support from its Brussels branch)
Benin via Societe Generale de Banques en Cote d'Ivoire, Abidjan, Ivory Coast
Bermuda Bank of Bermuda Limited
Botswana Barclays Bank of Botswana Limited
Brazil Citibank, N.A.
Bulgaria ING Bank N.V.
UniCredit Bulbank AD
Burkina Faso via Societe Generale de Banques en Cote d'Ivoire, Abidjan, Ivory Coast
Canada State Street Trust Company Canada
Chile Banco Itau Chile
People's Republic HSBC Bank (China) Company Limited
of China (as delegate of The Hongkong and Shanghai Banking Corporation Limited)
Colombia Cititrust Colombia S.A. Sociedad Fiduciaria
Costa Rica Banco BCT S.A.
Croatia Privredna Banka Zagreb d.d.
Zagrebacka Banka d.d.
Cyprus BNP Paribas Securities Services, S.A., Greece (operating through its Athens branch)
Czech Republic Ceskoslovenska obchodni banka, a.s.
UniCredit Bank Czech Republic a.s.
As of 04/08/10
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