AMENDMENT NO. 5 TO SECOND AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES AGREEMENT

AMENDMENT NO. 5
TO
SECOND AMENDED AND RESTATED
MASTER ADMINISTRATIVE SERVICES AGREEMENT

     The Second Amended and Restated Master Administrative Services Agreement (the “Agreement”), dated July 1, 2006, by and between Invesco Advisers, Inc., a Delaware corporation, and AIM Growth Series, a Delaware statutory trust, is hereby amended as follows:

WITNESSETH:

     WHEREAS, AIM Growth Series is now named AIM Growth Series (Invesco Growth Series); and

     WHEREAS, the following Portfolios have been renamed:

CURRENT NAME		NEW NAME
AIM Balanced-Risk Retirement Now Fund		Invesco Balanced-Risk Retirement Now Fund
AIM Balanced-Risk Retirement 2010 Fund		Invesco Balanced-Risk Retirement 2010 Fund
AIM Balanced-Risk Retirement 2020 Fund		Invesco Balanced-Risk Retirement 2020 Fund
AIM Balanced-Risk Retirement 2030 Fund		Invesco Balanced-Risk Retirement 2030 Fund
AIM Balanced-Risk Retirement 2040 Fund		Invesco Balanced-Risk Retirement 2040 Fund
AIM Balanced-Risk Retirement 2050 Fund		Invesco Balanced-Risk Retirement 2050 Fund
AIM Basic Value Fund		Invesco Basic Value Fund
AIM Conservative Allocation Fund		Invesco Conservative Allocation Fund
AIM Global Equity Fund		Invesco Global Equity Fund
AIM Growth Allocation Fund		Invesco Growth Allocation Fund
AIM Income Allocation Fund		Invesco Income Allocation Fund
AIM International Allocation Fund		Invesco International Allocation Fund
AIM Mid Cap Core Equity Fund		Invesco Mid Cap Core Equity Fund
AIM Moderate Allocation Fund		Invesco Moderate Allocation Fund
AIM Moderate Growth Allocation Fund		Invesco Moderate Growth Allocation Fund
AIM Moderately Conservative Allocation Fund		Invesco Moderately Conservative Allocation Fund
AIM Small Cap Growth Fund		Invesco Small Cap Growth Fund;

     NOW, THEREFORE, the parties agree that:

	1.		All references to AIM Growth Series in the Agreement are hereby deleted and replaced with AIM Growth Series (Invesco Growth Series).
	2.		Appendix A of the Agreement is hereby deleted in its entirety and replaced with the following:

“APPENDIX A
TO
SECOND AMENDED AND RESTATED
MASTER ADMINISTRATIVE SERVICES AGREEMENT
OF
AIM GROWTH SERIES (INVESCO GROWTH SERIES)

Portfolios		Effective Date of Agreement
Invesco Balanced-Risk Retirement Now Fund		January 31, 2007
Invesco Balanced-Risk Retirement 2010 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 Basic Value Fund		June 5, 2000
Invesco Conservative Allocation Fund		April 30, 2004
Invesco Global Equity 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 Moderate Growth Allocation Fund		April 29, 2005
Invesco Moderately Conservative Allocation Fund		April 29, 2005
Invesco Small Cap Growth Fund		September 11, 2000
Invesco Convertible Securities Fund		February 12, 2010
Invesco Xxx Xxxxxx Asset Allocation Conservative Fund		February 12, 2010
Invesco Xxx Xxxxxx Asset Allocation Growth Fund		February 12, 2010
Invesco Xxx Xxxxxx Asset Allocation Moderate Fund		February 12, 2010
Invesco Xxx Xxxxxx Harbor Fund		February 12, 2010
Invesco Xxx Xxxxxx Leaders Fund		February 12, 2010
Invesco Xxx Xxxxxx Real Estate Securities Fund		February 12, 2010
Invesco Xxx Xxxxxx U.S. Mortgage Fund		February 12, 2010

The Administrator may receive from each Portfolio reimbursement for costs or reasonable compensation for such services as follows:

Rate*		Net Assets
0.023%		First $1.5 billion
0.013%		Next $1.5 billion
0.003%		Over $3 billion

* Annual minimum fee is $50,000. An additional $10,000 per class of shares is charged for each class other than the initial class. The $10,000 class fee is waived for any of the above Portfolios with insufficient assets to result in the payment of more than the minimum fee of $50,000.”

2

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

Dated: April 30, 2010

						INVESCO ADVISERS, INC.
Attest:		/s/ Xxxxxxx X. Xxxxx				By:		/s/ Xxxx X. Xxxx
		Assistant Secretary						Xxxx X. Xxxx
								Senior Vice President
(SEAL)
						AIM GROWTH SERIES
						(INVESCO GROWTH SERIES)
Attest:		/s/ Xxxxxxx X. Xxxxx				By:		/s/ Xxxx X. Xxxx
		Assistant Secretary						Xxxx X. Xxxx
								Senior Vice President
(SEAL)

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