AMENDMENT NO. 6 TO MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS

AMENDMENT NO. 6

TO

MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS

     This Amendment dated as of September 24, 2012, 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 (Invesco Growth Series), and each of Invesco Canada 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 Trust desires to change the names of Invesco Global Equity Fund to Invesco Global Quantitative Core Fund, Invesco Xxx Xxxxxx Leaders Fund to Invesco Leaders Fund and Invesco Xxx Xxxxxx U.S. Mortgage Fund to Invesco U.S. Mortgage Fund;

     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 Balanced-Risk Retirement Now Fund
Invesco Balanced-Risk Retirement 2020 Fund
Invesco Balanced-Risk Retirement 2030 Fund
Invesco Balanced-Risk Retirement 2040 Fund
Invesco Balanced-Risk Retirement 2050 Fund
Invesco Global Quantitative Core Fund
Invesco Growth Allocation Fund
Invesco Income Allocation Fund
Invesco International Allocation Fund
Invesco Mid Cap Core Equity Fund
Invesco Moderate Allocation Fund
Invesco Conservative Allocation Fund
Invesco Small Cap Growth Fund
Invesco Convertible Securities Fund
Invesco Leaders Fund
Invesco U.S. Mortgage 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 Contract to be executed by their officers designated as of the day and year first above written.

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

2

		INVESCO CANADA LTD.
		Sub-Adviser
		By:		/s/ Xxxx Xxxxxxx
		Name: Xxxx Xxxxxxx
		Title: Senior Vice President
		By:		/s/ Xxxxx X. Xxxxxx
		Name: Xxxxx X. Xxxxxx
		Title: EVP & CFO

3

		INVESCO ASSET MANAGEMENT DEUTSCHLAND GMBH
		Sub-Adviser
		By:		/s/ Xxxxxxxxx Xxxxxxxxx     /s/ Xxxx Xxxxxxxxx
		Name: Xxxxxxxxx Xxxxxxxxx & Xxxx Xxxxxxxxx
		Title: Managing Director     Managing Director

4

INVESCO ASSET MANAGEMENT LIMITED

Sub-Adviser

By: /s/ Xxxxxx Xxxxxxxxx

Name: Xxxxxx Xxxxxxxxx

Title: Director

5

		INVESCO ASSET MANAGEMENT (JAPAN) LTD.
		Sub-Adviser
		By:		/s/ Xxxxxxxx Xxxxxxxx
		Name: Xxxxxxxx Xxxxxxxx
		Title: Managing Director

6

		INVESCO AUSTRALIA LIMITED
		Sub-Adviser
		By:		/s/ Xxxx Xxxxxxx
		Name: Xxxx Xxxxxxx
		Title: Company Secretary

7

		INVESCO HONG KONG LIMITED
		Sub-Adviser
		By:		/s Xxxxxx Xxx     /s/ Xxxxx Xxx
		Name: Xxxxxx Xxx     Xxxxx Xxx
		Title: Director     Director

8

		INVESCO SENIOR SECURED MANAGEMENT, INC.
		Sub-Adviser
		By:		/s/ Xxxxxxx X. Xxxxx
		Name: Xxxxxxx X. Xxxxx
		Title: Secretary & General Counsel

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