AMENDMENT TO MASTER CUSTODIAN AGREEMENT
Exhibit 99.j(ii)
EXEXCUTION
AMENDMENT TO MASTER CUSTODIAN AGREEMENT
This Amendment, dated and effective as of July 1, 2024 (this “Amendment”), is entered into by and between each management company identified on Appendix A of the Agreement (each, a “Fund”), including, if applicable, each series of a Fund identified on Appendix A of the Agreement, and State Street Bank and Trust Company (the “Custodian”).
WHEREAS, the Custodian and each Fund entered into a Master Custodian Agreement dated as of June 1, 2018 (the “Agreement”); and
WHEREAS, the parties hereto wish to amend the Agreement as set forth below.
NOW THEREFORE, in consideration of the mutual agreements herein contained, the parties agree as follows:
| 1. | Section 16.1 is hereby deleted in its entirety and replaced with the following: |
“Section 16.1 Term. This Agreement shall remain in full force and effect for an initial term ending June 30, 2029. After the expiration of the Initial Term, this Agreement shall automatically renew for successive 1-year terms unless a written notice of non-renewal is delivered by the nonrenewing party no later than ninety (90) days prior to the expiration of the initial term or any renewal term, as the case may be. A written notice of non-renewal may be given as to a Fund or a Portfolio.”
| 2. | A new Section 20.18 is hereby added to the Agreement with the following: |
“Section 20.18 Qualified Financial Contracts. In the event that a Fund is domiciled and organized outside of the United States, such Fund and the Custodian hereby agree to be bound by the terms of the QFC addendum attached hereto as Appendix B.”
| 3. | A new Appendix B is hereby added to the Agreement with the Appendix B attached in Schedule A hereto. |
| 4. | Each Fund hereby confirms, as of the date set forth above, its representations and warranties set forth in Section 20.7.1 of the Agreement. |
| 5. | The Custodian and each Fund hereby agree to be bound by all of the terms, provisions, covenants, and obligations set forth in the Agreement. |
| 6. | Except as specifically amended hereby, all other terms and conditions of the Agreement shall remain in full force and effect. |
| 7. | This Amendment may be executed in several counterparts, each of which shall be deemed to be an original, and all such counterparts taken together shall constitute one and the same instrument. Counterparts may be executed in either original or electronically transmitted form (e.g., faxes or emailed portable document format (PDF) form), and the parties hereby adopt as original any signatures received via electronically transmitted form. |
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, each of the undersigned has caused this Amendment to be executed in its name and on its behalf by a duly authorized officer as of the date set forth above.
| EACH OF THE MANAGEMENT INVESTMENT COMPANIES AND SERIES SET FORTH ON APPENDIX A | ||
| By: | /s/ Xxxxxx Xxxxxxxxx | |
| Name: | Xxxxxx Xxxxxxxxx | |
| Title: | Senior Vice President, Treasurer & Principal Financial Officer | |
| STATE STREET BANK AND TRUST COMPANY | ||
| By: | /s/ Xxxxxxxx Xxxxxxxxx | |
| Name: | Xxxxxxxx Xxxxxxxxx | |
| Title: | Managing Director, Global Relationship Manager | |
Appendix A
State Street Funds Registered Funds
AIM Counselor Series Trust (Invesco Counselor Series Trust)
Invesco American Franchise Fund
Invesco Capital Appreciation Fund
Invesco Core Plus Bond Fund
Invesco Discovery Fund
Invesco Equally-Weighted S&P 500 Fund
Invesco Equity and Income Fund
Invesco Floating Rate ESG Fund
Invesco Global Real Estate Income Fund
Invesco Growth and Income Fund
Invesco Income Advantage U.S. Fund
Invesco NASDAQ 100 Index Fund
Invesco S&P 500 Index Fund
Invesco Senior Floating Rate Fund
Invesco Short Duration High Yield Municipal Fund Invesco Short Term Municipal Fund
Invesco SMA Municipal Bond Fund
AIM Equity Funds (Invesco Equity Funds)
Invesco Charter Fund
Invesco Diversified Dividend Fund
Invesco Main Street All Cap Fund®
Invesco Main Street Fund®
Invesco Rising Dividends Fund
Invesco Summit Fund
AIM Funds Group (Invesco Funds Group)
Invesco EQV European Small Company Fund
Invesco EQV International Small Company Fund
Invesco Global Core Equity Fund
Invesco Small Cap Equity Fund
AIM Growth Series (Invesco Growth Series)
Invesco Active Allocation Fund*
Invesco Convertible Securities Fund
Invesco Income Advantage International Fund
Invesco Income Allocation Fund*
Invesco International Diversified Fund*
Invesco Main Street Mid Cap Fund®
Invesco Main Street Small Cap Fund®
Invesco Quality Income Fund
Invesco Select Risk: Conservative Investor Fund*
Invesco Select Risk: Growth Investor Fund*
Invesco Select Risk: High Growth Investor Fund*
Invesco Select Risk: Moderate Investor Fund*
Invesco Select Risk: Moderately Conservative
Investor Fund* Invesco Small Cap Growth Fund
AIM International Mutual Funds (Invesco International Mutual Funds)
Invesco Advantage International Fund
Invesco EQV Asia Pacific Equity Fund
Invesco EQV European Equity Fund
Invesco EQV International Equity Fund
Invesco Global Focus Fund
Invesco Global Fund
Invesco Global Opportunities Fund
Invesco MSCI World SRI Index Fund
Invesco International Small-Mid Company Fund
Invesco Xxxxxxxxxxx International Growth Fund
AIM Investment Funds (Invesco Investment Funds)
Invesco Balanced-Risk Allocation Fund
Invesco Balanced-Risk Commodity Strategy Fund
Invesco Core Bond Fund
Invesco Developing Markets Fund
Invesco Discovery Mid Cap Growth Fund
Invesco EQV Emerging Markets All Cap Fund
Invesco Emerging Markets Local Debt Fund
Invesco Fundamental Alternatives Fund
Invesco Global Allocation Fund
Invesco Global Infrastructure Fund
Invesco Global Strategic Income Fund
Invesco Greater China Fund
Invesco Health Care Fund
Invesco International Bond Fund
Invesco Macro Allocation Strategy Fund
Invesco Multi-Asset Income Fund
AIM Investment Securities Funds (Invesco Investment Securities Funds)
Invesco Corporate Bond Fund
Invesco Global Real Estate Fund
Invesco High Yield Fund
Invesco Income Fund
Invesco Intermediate Bond Factor Fund
Invesco Real Estate Fund
Invesco SMA High Yield Bond Fund
Invesco Short Duration Inflation Protected Fund
Invesco Short Term Bond Fund
AIM Sector Funds (Invesco Sector Funds)
Invesco Xxxxxxxx Fund
Invesco Comstock Select Fund
Invesco Dividend Income Fund
Invesco Energy Fund
Invesco Gold & Special Minerals Fund
Invesco Small Cap Value Fund
Invesco Technology Fund
Invesco Value Opportunities Fund
AIM Tax Exempt Funds (Invesco Tax-Exempt Funds)
Invesco AMT-Free Municipal Income Fund
Invesco California Municipal Fund
Invesco Environmental Focus Municipal Bond Fund
Invesco High Yield Municipal Fund
Invesco Intermediate Term Municipal Income Fund
Invesco Limited Term California Municipal Fund
Invesco Limited Term Municipal Income Fund
Invesco Municipal Income Fund
Invesco New Jersey Municipal Fund
Invesco Pennsylvania Municipal Fund
Invesco Rochester® AMT-Free New York Municipal Fund
Invesco Rochester® Limited Term New York Municipal Fund
Invesco Rochester® Municipal Opportunities Fund
Invesco Rochester® New York Municipals Fund
AIM Variable Insurance Funds (Invesco Variable Insurance Funds)
Invesco Xxxxxxxxxxx V.I. International Growth Fund
Invesco® V.I. NASDAQ 100 Buffer Fund - December
Invesco® V.I. Nasdaq 100 Buffer Fund - June
Invesco® V.I. Nasdaq 100 Buffer Fund - March
Invesco® V.I. Nasdaq 100 Buffer Fund - September
Invesco® V.I. S&P 500 Buffer Fund - December
Invesco® V.I. S&P 500 Buffer Fund - June
Invesco® V.I. S&P 500 Buffer Fund - March
Invesco® V.I. S&P 500 Buffer Fund - September
Invesco V.I. American Franchise Fund
Invesco V.I. American Value Fund
Invesco V.I. Balanced-Risk Allocation Fund
Invesco V.I. Capital Appreciation Fund
Invesco V.I. Conservative Balanced Fund
Invesco V.I. Xxxxxxxx Fund
Invesco V.I. Core Equity Fund
Invesco V.I. Core Plus Bond Fund
Invesco V.I. Discovery Mid Cap Growth Fund
Invesco V.I. Diversified Dividend Fund
Invesco V.I. Equally-Weighted S&P 500 Fund
Invesco V.I. Equity and Income Fund
Invesco V.I. EQV International Equity Fund
Invesco V.I. Global Core Equity Fund
Invesco V.I. Global Fund
Invesco V.I. Global Real Estate Fund
Invesco V.I. Global Strategic Income Fund
Invesco V.I. Government Securities Fund
Invesco V.I. Growth and Income Fund
Invesco V.I. Health Care Fund
Invesco V.I. High Yield Fund
Invesco V.I. Main Street Fund ®
Invesco V.I. Main Street Mid Cap Fund®
Invesco V.I. Main Street Small Cap Fund®
Invesco V.I. Small Cap Equity Fund
Invesco V.I. Technology Fund
Invesco Exchange Fund
Invesco Holding Company (US), Inc.
Global Select (Seed Capital)
CLOSED END FUNDS
Invesco Advantage Municipal Income Trust ii
Invesco Bond Fund
Invesco California Value Municipal Income Trust
Invesco Dynamic Credit Opportunity Fund
Invesco High Income 2024 Target Term Fund
Invesco High Income Trust II
Invesco Municipal Income Opportunities Trust
Invesco Municipal Opportunity Trust
Invesco Municipal Trust
Invesco Pennsylvania Value Municipal Income Trust
Invesco Quality Municipal Income Trust
Invesco Senior Loan Fund
Invesco Senior Income Trust
Invesco Trust For Investment Grade Municipals
Invesco Trust For Investment Grade New York Municipals
Invesco Value Municipal Income Trust
WHOLLY-OWNED CAYMAN SUBSIDIARIES
Invesco Cayman Commodity Fund I Ltd.
Invesco Cayman Commodity Fund III Ltd.
Invesco Cayman Commodity Fund IV Ltd.
Invesco Cayman Commodity Fund V Ltd.
Invesco Multi-Asset Income Cayman Ltd.
Invesco Fundamental Alternatives Fund (Cayman) Ltd.
Invesco Global Allocation Fund (Cayman) Ltd.
Invesco Global Strategic Income Fund (Cayman) Ltd.
Invesco Gold And Special Minerals Fund (Cayman) Ltd.
Invesco International Bond Fund (Cayman) Ltd.
Invesco V.I. Global Strategic Income Fund (Cayman) Ltd.
WHOLLY-OWNED SPECIAL PURPOSE VEHICLE
Invesco Dynamic Credit Opportunities Loan Originations LLC
Invesco Dynamic Credit Opportunity TB, LLC – (XXXX) Series I
Invesco Dynamic Credit Opportunity TB LLC (IAP) Series
Invesco Floating Rate ESG TB LLC (IAP) Series
Invesco Senior Income Loan LLC (IAP) Series
Invesco Senior Income Loan Origination LLC
Invesco Senior Income TB, LLC – (XXXX) Series I
Invesco Senior Loan TB LLC (IAP) Series
OFI Global China Fund, LLC - China A Series 1
*Each a “fund of funds” for purposes of the fee schedule
Schedule A
Appendix B
QFC Addendum
Opt-In to U.S. Special Resolution Regime. Notwithstanding anything to the contrary in this Agreement or any other agreement, the parties hereto expressly acknowledge and agree that:
(a) In the event the Custodian becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer or assignment of this Agreement (and any interest and obligation in or under, and any property securing, this Agreement) by the Custodian will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement (and any interest and obligation in or under, and any property securing, this Agreement) were governed by the laws of the United States or a state of the United States; and
(b) In the event the Custodian or an Affiliate of the Custodian becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights with respect to this Agreement that may be exercised against the Custodian are permitted to be exercised to no greater extent than the Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement (and any interest and obligation in or under, and any property securing, this Agreement) were governed by the laws of the United States or a state of the United States.
Adherence to the ISDA Protocol. At such times as the parties to this Agreement have adhered to the ISDA Protocol and this Agreement is or is deemed modified or amended by the ISDA Protocol, the terms of the ISDA Protocol will supersede the terms of this QFC Addendum as included as part of this Agreement, and in the event of any inconsistency between this QFC Addendum and the ISDA Protocol, the ISDA Protocol will prevail.
Definitions. As used in this QFC Addendum:
“Affiliate” has the meaning given in section 2(k) of the Bank Holding Company Act (12 U.S.C. §1841(k)) and section 225.2(a) of the Federal Reserve Board's Regulation Y (12 CFR § 225.2(a)).
“Default Right” means any:
(i) right of a party, whether contractual or otherwise (including, without limitation, rights incorporated by reference to any other contract, agreement, or document, and rights afforded by statute, civil code, regulation, and common law), to liquidate, terminate, cancel, rescind, or accelerate such agreement or transactions thereunder, set off or net amounts owing in respect thereto (except rights related to same-day payment netting), exercise remedies in respect of collateral or other credit support or property related thereto (including the purchase and sale of property), demand payment or delivery thereunder or in respect thereof (other than a right or operation of a contractual provision arising solely from a change in the value of collateral or margin or a change in the amount of an economic exposure), suspend, delay, or defer payment or performance thereunder, or modify the obligations of a party thereunder, or any similar rights; and
(ii) right or contractual provision that alters the amount of collateral or margin that must be provided with respect to an exposure thereunder, including by altering any initial amount, threshold amount, variation margin, minimum transfer amount, the margin value of collateral, or any similar amount, that entitles a party to demand the return of any collateral or margin transferred by it to the other party or a custodian or that modifies a transferee's right to reuse collateral or margin (if such right previously existed), or any similar rights, in each case, other than a right or operation of a contractual provision arising solely from a change in the value of collateral or margin or a change in the amount of an economic exposure.
“ISDA” refers to the International Swaps and Derivatives Association, Inc.
“ISDA Protocol” means the ISDA 2018 U.S. Resolution Stay Protocol as published by ISDA as of July 31, 2018.
“U.S. Special Resolution Regime” means the Federal Deposit Insurance Act (12 U.S.C. §1811–1835a) and regulations promulgated thereunder and Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act (12 U.S.C. § 5381–5394) and regulations promulgated thereunder.
