Exhibit 99.(d)(2)(c)
AMENDMENT NO. 2
TO THE
AMENDED AND RESTATED MASTER INTERGROUP SUB-ADVISORY CONTRACT
FOR MUTUAL FUNDS
This Amendment No. 2 (this “Amendment”), dated as of December 9, 2025, amends the Amended and Restated Master Intergroup Sub-Advisory Contract for Mutual Funds (the "Contract"), dated July 1, 2020, between Invesco Advisers, Inc. ("Adviser") and each of Invesco Canada Ltd., Invesco Asset Management Limited, Invesco Asset Management (Japan) Ltd., Invesco Hong Kong Limited, Invesco Management S.A., and Invesco Senior Secured Management, Inc. (each a "Sub-Adviser" and, collectively, the "Sub-Advisers").
W I T N E S S E T H:
WHEREAS, the parties desire to amend the Contract to remove Invesco Environmental Focus Municipal Fund from Exhibit A of the Contract, effective February 24, 2026.
NOW, THEREFORE, the parties agree that:
1. Exhibit A to the Contract is hereby deleted in its entirety and replaced with the following:
"EXHIBIT A
Funds
Invesco AMT-Free Municipal Income Fund
Invesco California Municipal 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® Municipal Opportunities Fund
Invesco Rochester® New York Municipals Fund
Invesco Rochester® Limited Term New York Municipal Fund”
| 2. | All other terms and provisions of the Contract not amended shall remain in full force and effect. |
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their officers designated as of the day and year first above written.
| INVESCO ADVISERS, INC. | ||
| Adviser | ||
| By: | /s/ Melanie Ringold | |
| Name: | Melanie Ringold | |
| Title: | Senior Vice President & Secretary | |
| INVESCO CANADA LTD. | ||
| Sub-Adviser | ||
| By: | /s/ Shalomi Abraham | |
| Name: | Shalomi Abraham | |
| Title: | Secretary, Head of Legal Canada & Senior Vice President | |
| INVESCO ASSET MANAGEMENT LIMITED | ||
| Sub-Adviser | ||
| By: | /s/ Alan John Trotter | |
| Name: | Alan John Trotter | |
| Title: | Director | |
| INVESCO ASSET MANAGEMENT (JAPAN) LTD. | ||
| Sub-Adviser | ||
| By: | /s/ Takashi Matsuo | |
| Name: | Takashi Matsuo | |
| Title: | CAO | |
| INVESCO HONG KONG LIMITED | ||
| Sub-Adviser | ||
| By: | /s/ Andrew Lo | |
| Name: | Andrew Lo | |
| Title: | Director | |
| INVESCO MANAGEMENT S.A. | ||
| Sub-Adviser | ||
| By: | /s/ Marion Geniaux Peter Carroll | |
| Name: | Marion Geniaux Peter Carroll | |
| Title: | Authorised Signatory | |
| INVESCO SENIOR SECURED MANAGEMENT, INC. | ||
| Sub-Adviser | ||
| By: | /s/ Antonia Reina | |
| Name: | Antonia Reina | |
| Title: | Secretary | |