AMENDMENT NO. 3 TO MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS

AMENDMENT NO. 3

TO

MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS

     This Amendment dated as of February ___, 2010, amends the Master Intergroup Sub-Advisory Contract for Mutual Funds (the “Contract”), dated May 1, 2008, between Invesco Advisers, Inc. (the “Adviser”), on behalf of AIM Growth Series, and each of Invesco Trimark Ltd., Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Ltd., Invesco Australia Limited, Invesco Hong Kong Limited, 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 add the following series portfolios: Invesco Convertible Securities Fund, Invesco Xxx Xxxxxx Asset Allocation Conservative Fund, Invesco Xxx Xxxxxx Asset Allocation Growth Fund, Invesco Xxx Xxxxxx Asset Allocation Moderate Fund, Invesco Xxx Xxxxxx Harbor Fund, Invesco Xxx Xxxxxx Leaders Fund, Invesco Xxx Xxxxxx Real Estate Securities Fund and Invesco Xxx Xxxxxx U.S. Mortgage Fund;

     NOW, THEREFORE, the parties agree as follows;

1. Exhibit A to the Contract is hereby deleted in its entirety and replaced with the following:

“EXHIBIT A

Funds

AIM Balanced-Risk Retirement Now Fund
AIM Balanced-Risk Retirement 2010 Fund
AIM Balanced-Risk Retirement 2020 Fund
AIM Balanced-Risk Retirement 2030 Fund
AIM Balanced-Risk Retirement 2040 Fund
AIM Balanced-Risk Retirement 2050 Fund
AIM Basic Value Fund
AIM Conservative Allocation Fund
AIM Global Equity Fund
AIM Growth Allocation Fund
AIM Income Allocation Fund
AIM International Allocation Fund
AIM Mid Cap Core Equity Fund
AIM Moderate Allocation Fund
AIM Moderate Growth Allocation Fund
AIM Moderately Conservative Allocation Fund
AIM Small Cap Growth Fund
Invesco Convertible Securities Fund
Invesco Xxx Xxxxxx Asset Allocation Conservative Fund
Invesco Xxx Xxxxxx Asset Allocation Growth Fund

Xxxxxxx Xxx Xxxxxx Asset Allocation Moderate Fund
Invesco Xxx Xxxxxx Harbor Fund
Invesco Xxx Xxxxxx Leaders Fund
Invesco Xxx Xxxxxx Real Estate Securities Fund
Invesco Xxx Xxxxxx U.S. Mortgage Fund”

2. All other terms and provisions of the Contract not amended shall remain in full force and effect.

2

          IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed by their officers designated as of the day and year first above written.

		INVESCO ADVISERS, INC.
		Adviser
		By:
		Name:		Xxxx X. Xxxx
		Title:		Senior Vice President

INVESCO TRIMARK LTD.

Sub-Adviser

By:

Name:

Title:

By:

Name:

Title:

INVESCO ASSET MANAGEMENT
DEUTSCHLAND GMBH

Sub-Adviser

By:

Name:

Title:

INVESCO ASSET MANAGEMENT LIMITED

Sub-Adviser

By:

Name:

Title:

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INVESCO ASSET MANAGEMENT (JAPAN) LTD.

Sub-Adviser

By:

Name:

Title:

INVESCO AUSTRALIA LIMITED

Sub-Adviser

By:

Name:

Title:

INVESCO HONG KONG LIMITED

Sub-Adviser

By:

Name:

Title:

INVESCO SENIOR SECURED
MANAGEMENT, INC.

Sub-Adviser

By:

Name:

Title:

4