AMENDMENT NO. 5 TO THE AMENDED AND RESTATED MASTER INVESTMENT ADVISORY AGREEMENT
Exhibit 99.d(1)(f)
AMENDMENT NO. 5
TO THE
AMENDED AND RESTATED MASTER INVESTMENT ADVISORY AGREEMENT
This Amendment dated as of January 23, 2023, amends the Amended and Restated Master Investment Advisory Agreement (the "Agreement"), dated July 1, 2020, between AIM Growth Series (Invesco Growth Series), a Delaware statutory trust, and Invesco Advisers, Inc., a Delaware corporation, as follows:
W I T N E S S E T H :
WHEREAS, the parties desire to amend the Agreement to remove Invesco Peak Retirement Destination Fund, Invesco Peak Retirement 2010 Fund, Invesco Peak Retirement 2015 Fund, Invesco Peak Retirement 2020 Fund, Invesco Peak Retirement 2025 Fund, Invesco Peak Retirement 2030 Fund, Invesco Peak Retirement 2035 Fund, Invesco Peak Retirement 2040 Fund, Invesco Peak Retirement 2045 Fund, Invesco Peak Retirement 2050 Fund, Invesco Peak Retirement 2055 Fund, Invesco Peak Retirement 2060 Fund, Invesco Peak Retirement 2065 Fund, each a series portfolio of AIM Growth Series (Invesco Growth Series) (“AGS”), effective January 23, 2023;
NOW, THEREFORE, the parties agree that;
| 1. | Appendix A and Appendix B to the Agreement are hereby deleted in their entirety and replaced with the following: |
“APPENDIX A
FUNDS AND EFFECTIVE DATES
| Name of Fund | Effective Date of Advisory Agreement |
| Invesco Active Allocation Fund | May 24, 2019 |
| Invesco Convertible Securities Fund | February 12, 2010 |
| Invesco Income Advantage International Fund | November 4, 2003 |
| Invesco Income Allocation Fund | October 31, 2005 |
| Invesco International Diversified Fund | May 24, 2019 |
| Invesco Main Street Mid Cap Fund® | May 24, 2019 |
| Invesco Main Street Small Cap Fund® | May 24, 2019 |
| Invesco Quality Income Fund | February 12, 2010 |
| Invesco Select Risk: Conservative Investor Fund | May 24, 2019 |
| Invesco Select Risk: Growth Investor Fund | April 30, 2004 |
| Invesco Select Risk: High Growth Investor Fund | May 24, 2019 |
| Invesco Select Risk: Moderate Investor Fund | May 24, 2019 |
| Invesco Select Risk: Moderately Conservative Investor Fund | April 29, 2005 |
| Invesco Small Cap Growth Fund | September 11, 2000 |
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APPENDIX B
COMPENSATION TO THE ADVISOR
The Trust shall pay the Adviser, out of the assets of each Fund, as full compensation for all services rendered, an advisory fee for such Funds as set forth below. Such fee shall be calculated by applying the following annual rates to the average daily net assets of such Funds for the calendar year computed in the manner used for the determination of the net asset value of shares of such Funds.
Invesco Active Allocation Fund*
| Net Assets | Annual Rate | |||
| First $3 billion | 0.10 | % | ||
| Over $3 billion | 0.08 | % | ||
Invesco Select Risk: Moderately Conservative Investor Fund
Invesco Select Risk: Growth Investor Fund
Invesco Income Allocation Fund
These three funds do not pay an advisory fee.
Invesco Convertible Securities Fund
| Net Assets | Annual Rate | |||
| First $750 million | 0.52 | % | ||
| Next $250 million | 0.47 | % | ||
| Next $500 million | 0.42 | % | ||
| Next $500 million | 0.395 | % | ||
| Next $1 billion | 0.37 | % | ||
| Over $3 billion | 0.345 | % | ||
Invesco Income Advantage International Fund
| Net Assets | Annual Rate | |||
| First $250 million | 0.75 | % | ||
| Next $250 million | 0.73 | % | ||
| Next $500 million | 0.71 | % | ||
| Next $1.5 billion | 0.69 | % | ||
| Next $2.5 billion | 0.67 | % | ||
| Next $2.5 billion | 0.65 | % | ||
| Next $2.5 billion | 0.63 | % | ||
| Over $10 billion | 0.61 | % | ||
Invesco Main Street Mid Cap Fund®*
* The advisory fee payable by the Fund shall be reduced by any amounts paid by such Fund under the Administrative Services Agreement between such Fund and Invesco Advisers, Inc.
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| Net Assets | Annual Rate | |||
| First $200 million | 0.735 | % | ||
| Next $200 million | 0.73 | % | ||
| Next $200 million | 0.69 | % | ||
| Next $200 million | 0.66 | % | ||
| Next $4.2 billion | 0.60 | % | ||
| Over $5 billion | 0.58 | % | ||
Invesco Main Street Small Cap Fund®*
| Net Assets | Annual Rate | |||
| First $200 million | 0.75 | % | ||
| Next $200 million | 0.72 | % | ||
| Next $200 million | 0.69 | % | ||
| Next $200 million | 0.66 | % | ||
| Next $4.2 billion | 0.60 | % | ||
| Over $5 billion | 0.58 | % | ||
Invesco International Diversified Fund
Invesco Select Risk: Conservative Investor Fund
Invesco Select Risk: High Growth Investor Fund
Invesco Select Risk: Moderate Investor Fund
These four funds do not pay an advisory fee.
Invesco Quality Income Fund
| Net Assets | Annual Rate | |||
| First $100 million | 0.47 | % | ||
| Next $150 million | 0.44 | % | ||
| Next $250 million | 0.4125 | % | ||
| Next $2 billion | 0.3825 | % | ||
| Next $2.5 billion | 0.38 | % | ||
| Next $2.5 billion | 0.365 | % | ||
| Next $2.5 billion | 0.34 | % | ||
| Next $2.5 billion | 0.295 | % | ||
| Over $12.5 billion | 0.27 | % | ||
Invesco Small Cap Growth Fund
| Net Assets | Annual Rate | |||
| First $500 million | 0.725 | % | ||
| Next $500 million | 0.70 | % | ||
| Next $500 million | 0.675 | % | ||
| Over $1.5 billion | 0.65 | %” | ||
| 2. | In all other respects, the Agreement is hereby confirmed and remains in full force and effect. |
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective officers on the date first written above.
| AIM GROWTH SERIES (INVESCO GROWTH SERIES) | ||
| By: | /s/ Xxxx.M.Xxxx | |
| Xxxx.X.Xxxx | ||
| Senior Vice President | ||
| INVESCO ADVISERS, INC. | ||
| By: | /s/ Xxxxxxx Xxxxxxx | |
| Xxxxxxx Xxxxxxx | ||
| Senior Vice President & Secretary | ||
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