AMENDMENT NO. 17 TO MASTER INVESTMENT ADVISORY AGREEMENT

AMENDMENT NO. 17

TO

MASTER INVESTMENT ADVISORY AGREEMENT

     This Amendment dated as of September 24, 2012, amends the Master Investment Advisory Agreement (the “Agreement”) dated June 5, 2000, between AIM Growth Series (Invesco Growth Series), a Delaware statutory trust, and Invesco Advisers, Inc., a Delaware corporation.

WITNESSETH:

     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. 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 Balanced-Risk Retirement Now Fund		January 31, 2007
Invesco Balanced-Risk Retirement 2020 Fund		January 31, 2007
Invesco Balanced-Risk Retirement 2030 Fund		January 31, 2007
Invesco Balanced-Risk Retirement 2040 Fund		January 31, 2007
Invesco Balanced-Risk Retirement 2050 Fund		January 31, 2007
Invesco Global Quantitative Core Fund		November 4, 2003
Invesco Growth Allocation Fund		April 30, 2004
Invesco Income Allocation Fund		October 31, 2005
Invesco International Allocation Fund		October 31, 2005
Invesco Mid Cap Core Equity Fund		September 1, 2001
Invesco Moderate Allocation Fund		April 30, 2004
Invesco Conservative Allocation Fund		April 29, 2005

Name of Fund		Effective Date of Advisory Agreement
Invesco Small Cap Growth Fund		September 11, 2000
Invesco Convertible Securities Fund		February 12, 2010
Invesco Leaders Fund		February 12, 0000
Xxxxxxx X.X. Mortgage Fund		February 12, 0000

XXXXXXXX X
COMPENSATION TO THE ADVISOR

     The Trust shall pay the Advisor, out of the assets of a Fund, as full compensation for all services rendered, an advisory fee for such Fund set forth below. Such fee shall be calculated by applying the following annual rates to the average daily net assets of such Fund for the calendar year computed in the manner used for the determination of the net asset value of shares of such Fund.

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 Growth Allocation Fund
Invesco Income Allocation Fund
Invesco International Allocation Fund
Invesco Moderate Allocation Fund
Invesco Conservative Allocation Fund
Invesco Leaders Fund

These eleven funds do not pay an advisory fee.

Invesco Global Quantitative Core Fund

Net Assets		Annual Rate
First $250 million			0.80	%
Next $250 million			0.78	%
Next $500 million			0.76	%
Next $1.5 billion			0.74	%
Next $2.5 billion			0.72	%
Next $2.5 billion			0.70	%
Next $2.5 billion			0.68	%
Over $10 billion			0.66	%

2

Invesco Mid Cap Core Equity Fund
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	%

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 U.S. Mortgage Fund

Net Assets		Annual Rate
First $1 billion			0.47	%
Next $500 million			0.445	%
Next $500 million			0.42	%
Next $500 million			0.395	%
Next $2.5 billion			0.37	%
Next $2.5 billion			0.345	%
Next $2.5 billion			0.32	%
Next $2.5 billion			0.295	%
Over $12.5 billion			0.27	%”

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)

Attest:		/s/ Xxxxx X. Xxxxxxxx				By:		/s/ Xxxx X. Xxxx
		Assistant Secretary						Xxxx X. Xxxx
								Senior Vice President

(SEAL)

INVESCO ADVISERS, INC.

Attest:		/s/ Xxxxx X. Xxxxxxxx				By:		/s/ Xxxx X. Xxxx
		Assistant Secretary						Xxxx X. Xxxx
								Senior Vice President

(SEAL)

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