0001193125-21-140896 Sample Contracts

MEMORANDUM OF AGREEMENT (Expense Limitations)
Memorandum of Agreement • April 29th, 2021 • Aim Growth Series (Invesco Growth Series)

This Memorandum of Agreement is entered into as of the Effective Date on the attached exhibits (the “Exhibits”), between AIM Counselor Series Trust (Invesco Counselor Series Trust), AIM Equity Funds (Invesco Equity Funds), AIM Funds Group (Invesco Funds Group), AIM Growth Series (Invesco Growth Series), AIM International Mutual Funds (Invesco International Mutual Funds), AIM Investment Funds (Invesco Investment Funds), AIM Investment Securities Funds (Invesco Investment Securities Funds), AIM Sector Funds (Invesco Sector Funds), AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds), AIM Variable Insurance Funds (Invesco Variable Insurance Funds), Invesco Management Trust, Invesco Securities Trust and Short-Term Investments Trust (each a “Trust” or, collectively, the “Trusts”), on behalf of the funds listed on the Exhibits to this Memorandum of Agreement (the “Funds”), and Invesco Advisers, Inc. (“Invesco”). Invesco shall and hereby agrees to waive fees or reimburse expenses of each Fund, on

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AMENDMENT NO. 6 TO THE AMENDED AND RESTATED SUB-ADVISORY CONTRACT
Sub-Advisory Contract • April 29th, 2021 • Aim Growth Series (Invesco Growth Series)

This Amendment dated as of March 31, 2021, amends the Amended and Restated Sub-Advisory Contract (the “Contract”), dated July 1, 2020, between Invesco Advisers, Inc. (the “Adviser”) and Invesco Asset Management (India) Private Limited (the “Sub-Adviser”).

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AMENDMENT NO. 2 TO AMENDED AND RESTATED SUB-ADVISORY CONTRACT
Sub-Advisory Contract • April 29th, 2021 • Aim Growth Series (Invesco Growth Series)

This Amendment dated as of March 31, 2021, amends the Amended and Restated Sub-Advisory Contract (“Contract”) between Invesco Advisers, Inc. (the “Adviser”) and OppenheimerFunds, Inc. (the “Sub-Adviser”).

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AMENDMENT NO. 6 TO THE AMENDED AND RESTATED MASTER DISTRIBUTION AGREEMENT
Master Distribution Agreement • April 29th, 2021 • Aim Growth Series (Invesco Growth Series)

This Amendment, dated as of March 31, 2021, amends the Amended and Restated Master Distribution Agreement (the “Agreement”), dated July 1, 2020, by and between each Delaware statutory trust set forth on Schedule A to the Agreement (each, a “Trust”), on behalf of itself and its series portfolios, severally, and Invesco Distributors, Inc., a Delaware corporation (the “Distributor”).

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AMENDMENT NO. 3 TO AMENDED AND RESTATED SUB-ADVISORY CONTRACT
Sub-Advisory Contract • April 29th, 2021 • Aim Growth Series (Invesco Growth Series)

This Amendment dated as of April 23, 2021, amends the Amended and Restated Sub-Advisory Contract (“Contract”) between Invesco Advisers, Inc. (the “Adviser”) and OppenheimerFunds, Inc. (the “Sub-Adviser”).

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AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES AGREEMENT
Master Administrative Services Agreement • April 29th, 2021 • Aim Growth Series (Invesco Growth Series)

This Amendment dated as of September 30, 2020, amends the Third Amended and Restated Master Administrative Services Agreement (the “Agreement”), dated July 1, 2020, by and between Invesco Advisers, Inc., a Delaware corporation, and AIM Growth Series (Invesco Growth Series), a Delaware statutory trust, is hereby amended as follows:

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AMENDMENT NO. 2 TO THE AMENDED AND RESTATED MASTER INVESTMENT ADVISORY AGREEMENT
Master Investment Advisory Agreement • April 29th, 2021 • Aim Growth Series (Invesco Growth Series)

This Amendment dated as of February 18, 2021, 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.

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AMENDMENT NO. 3 TO THE AMENDED AND RESTATED MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS
Master Intergroup Sub-Advisory Contract • April 29th, 2021 • Aim Growth Series (Invesco Growth Series)

This Amendment dated as of April 23, 2021, amends the Amended and Restated Master Intergroup Sub-Advisory Contract for Mutual Funds (the “Contract”), dated July 1, 2020, between Invesco Advisers, Inc. (the “Adviser”), on behalf of AIM Growth Series (Invesco Growth Series), and each of Invesco Canada Ltd., Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Ltd., Invesco Hong Kong Limited, and Invesco Senior Secured Management, Inc. (each a “Sub-Adviser” and, collectively, the “Sub-Advisers”), as follows: W I T N E S S E T H: WHEREAS, the parties desire to amend the Agreement to change the name of Invesco Peak Retirement™ Now Fund to Invesco Peak Retirement™ Destination Fund, effective April 23, 2021, and to add Invesco Peak Retirement™ 2010 Fund, effective April 28, 2021; NOW, THEREFORE, the parties agree that;

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AMENDMENT NO. 2 TO THE
Master Intergroup Sub-Advisory Contract for Mutual Funds • April 29th, 2021 • Aim Growth Series (Invesco Growth Series)

This Amendment dated as of February 18, 2021, amends the Amended and Restated Master Intergroup Sub-Advisory Contract for Mutual Funds (the “Contract”), July 1, 2020, between Invesco Advisers, Inc. (the “Adviser”), on behalf of AIM Growth Series (Invesco Growth Series), and each of Invesco Canada Ltd., Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Ltd., Invesco Hong Kong Limited, and Invesco Senior Secured Management, Inc. (each a “Sub-Adviser” and, collectively, the “Sub-Advisers”).

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THIRD AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES AGREEMENT
Master Administrative Services Agreement • April 29th, 2021 • Aim Growth Series (Invesco Growth Series) • Texas

This THIRD AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES AGREEMENT (“Agreement”) is made this 1st day of July, 2020, by and between Invesco Advisers, Inc., a Delaware corporation (the “Administrator”) and AIM Growth Series (Invesco Growth Series), a Delaware statutory trust (the “Trust”) with respect to the separate series set forth in Appendix A to this Agreement, as the same may be amended from time to time (the “Portfolios”), and amends and restates the prior Agreement between the Administrator and the Trust with respect to the separate series set forth in Appendix A to this Agreement, dated July 1, 2006, as amended to date.

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AMENDMENT NO. 8 TO FOURTH AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF AIM GROWTH SERIES (INVESCO GROWTH SERIES)
Fourth Amended and Restated Agreement and Declaration of Trust • April 29th, 2021 • Aim Growth Series (Invesco Growth Series)

This Amendment No. 8 (the “Amendment”) to the Fourth Amended and Restated Agreement and Declaration of Trust of AIM Growth Series (Invesco Growth Series) (the “Trust”) amends, effective April 17, 2020, the Fourth Amended and Restated Agreement and Declaration of Trust of the Trust dated as of April 11, 2017, as amended (the “Agreement”).

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AMENDMENT NO. 12 TO FOURTH AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF AIM GROWTH SERIES (INVESCO GROWTH SERIES)
Amendment to Agreement and Declaration of Trust • April 29th, 2021 • Aim Growth Series (Invesco Growth Series)

This Amendment No. 12 (the “Amendment”) to the Fourth Amended and Restated Agreement and Declaration of Trust of AIM Growth Series (Invesco Growth Series) (the “Trust”) amends the Fourth Amended and Restated Agreement and Declaration of Trust of the Trust dated as of April 11, 2017, as amended (the “Agreement”).

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AMENDMENT NO. 9 TO FOURTH AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF AIM GROWTH SERIES (INVESCO GROWTH SERIES)
Amendment No. 9 to Fourth Amended and Restated Agreement and Declaration of Trust • April 29th, 2021 • Aim Growth Series (Invesco Growth Series)

This Amendment No. 9 (the “Amendment”) to the Fourth Amended and Restated Agreement and Declaration of Trust of AIM Growth Series (Invesco Growth Series) (the “Trust”) amends, effective May 15, 2020, the Fourth Amended and Restated Agreement and Declaration of Trust of the Trust dated as of April 11, 2017, as amended (the “Agreement”).

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AMENDMENT NO. 3 TO THE AMENDED AND RESTATED MASTER INVESTMENT ADVISORY AGREEMENT
Master Investment Advisory Agreement • April 29th, 2021 • Aim Growth Series (Invesco Growth Series)

This Amendment dated as of April 23, 2021, 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:

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AMENDMENT NO. 11 TO FOURTH AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF AIM GROWTH SERIES (INVESCO GROWTH SERIES)
Fourth Amended and Restated Agreement and Declaration of Trust • April 29th, 2021 • Aim Growth Series (Invesco Growth Series)

Declaration of Trust of AIM Growth Series (Invesco Growth Series) (the “Trust”) amends the Fourth Amended and Restated Agreement and Declaration of Trust of the Trust dated as of April 11, 2017, as amended (the “Agreement”).

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AMENDMENT NO. 3 TO THE THIRD AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES AGREEMENT
Master Administrative Services Agreement • April 29th, 2021 • Aim Growth Series (Invesco Growth Series)

This Amendment dated as of April 23, 2021, amends the Third Amended and Restated Master Administrative Services Agreement (the “Agreement”), dated July 1, 2020, by and between Invesco Advisers, Inc., a Delaware corporation, and AIM Growth Series (Invesco Growth Series), a Delaware statutory trust, is hereby amended as follows:

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AMENDMENT NO. 1 TO AMENDED AND RESTATED MASTER INVESTMENT ADVISORY AGREEMENT
Master Investment Advisory Agreement • April 29th, 2021 • Aim Growth Series (Invesco Growth Series)

This Amendment dated as of September 30, 2020, 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.

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AMENDMENT NO. 2 TO THE THIRD AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES AGREEMENT
Master Administrative Services Agreement • April 29th, 2021 • Aim Growth Series (Invesco Growth Series)

This Amendment dated as of February 18, 2021, amends the Third Amended and Restated Master Administrative Services Agreement (the “Agreement”), dated July 1, 2020, by and between Invesco Advisers, Inc., a Delaware corporation, and AIM Growth Series (Invesco Growth Series), a Delaware statutory trust, is hereby amended as follows:

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AMENDMENT NO. 10 TO FOURTH AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF AIM GROWTH SERIES (INVESCO GROWTH SERIES)
Amendment to Agreement and Declaration of Trust • April 29th, 2021 • Aim Growth Series (Invesco Growth Series)

This Amendment No. 10 (the “Amendment”) to the Fourth Amended and Restated Agreement and Declaration of Trust of AIM Growth Series (Invesco Growth Series) (the “Trust”) amends, effective September 30, 2020, the Fourth Amended and Restated Agreement and Declaration of Trust of the Trust dated as of April 11, 2017, as amended (the “Agreement”).

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AMENDMENT NO. 1 TO AMENDED AND RESTATED MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS
Master Intergroup Sub-Advisory Contract for Mutual Funds • April 29th, 2021 • Aim Growth Series (Invesco Growth Series)

This Amendment dated as of September 30, 2020, amends the Amended and Restated Master Intergroup Sub-Advisory Contract for Mutual Funds (the “Contract”), July 1, 2020, between Invesco Advisers, Inc. (the “Adviser”), on behalf of AIM Growth Series (Invesco Growth Series), and each of Invesco Canada Ltd., Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Ltd., Invesco Hong Kong Limited, and Invesco Senior Secured Management, Inc. (each a “Sub-Adviser” and, collectively, the “Sub-Advisers”).

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AMENDED AND RESTATED MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS
Master Intergroup Sub-Advisory Contract • April 29th, 2021 • Aim Growth Series (Invesco Growth Series) • Texas

This AMENDED AND RESTATED MASTER INTERGROUP SUB-ADVISORY CONTRACT (“Contract”) is made as of the 1st day of July, 2020, by and among Invesco Advisers, Inc. (the “Adviser”) and each of Invesco Canada Ltd., Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Ltd., Invesco Hong Kong Limited, and Invesco Senior Secured Management, Inc. (each a “Sub-Adviser” and, collectively, the “Sub-Advisers”), and amends and restates the prior Contract between the Adviser and the Sub-Advisers dated May 1, 2008, as amended to date.

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AIM GROWTH SERIES (INVESCO GROWTH SERIES) AMENDED AND RESTATED MASTER INVESTMENT ADVISORY AGREEMENT
Master Investment Advisory Agreement • April 29th, 2021 • Aim Growth Series (Invesco Growth Series) • Texas

THIS AMENDED AND RESTATED MASTER INVESTMENT ADVISORY AGREEMENT (“Agreement”) is made this 1st day of July, 2020, by and between AIM Growth Series (Invesco Growth Series), a Delaware business trust (the “Trust”) with respect to its series of shares shown on Appendix A attached hereto, as the same may be amended from time to time, and Invesco Advisers, Inc., a Delaware corporation (the “Adviser”), and amends and restates the prior Agreement between the Trust with respect to its series of shares shown on Appendix A attached hereto, and the Adviser dated June 5, 2000, as amended to date.

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