AMENDMENT NO. 4 TO SECOND AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES AGREEMENT

AMENDMENT NO. 4

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, the parties desire to amend the Agreement 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 (collectively, the “Portfolios”);

     NOW, THEREFORE, the parties agree as follows:

     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

Portfolios		Effective Date of Agreement
AIM Balanced-Risk Retirement Now Fund		January 31, 2007
AIM Balanced-Risk Retirement 2010 Fund		January 31, 2007
AIM Balanced-Risk Retirement 2020 Fund		January 31, 2007
AIM Balanced-Risk Retirement 2030 Fund		January 31, 2007
AIM Balanced-Risk Retirement 2040 Fund		January 31, 2007
AIM Balanced-Risk Retirement 2050 Fund		January 31, 2007
AIM Basic Value Fund		June 5, 2000
AIM Conservative Allocation Fund		April 30, 2004
AIM Global Equity Fund		November 4, 2003
AIM Growth Allocation Fund		April 30, 2004
AIM Income Allocation Fund		October 31, 2005
AIM International Allocation Fund		October 31, 2005
AIM Mid Cap Core Equity Fund		September 1, 2001
AIM Moderate Allocation Fund		April 30, 2004
AIM Moderate Growth Allocation Fund		April 29, 2005
AIM Moderately Conservative Allocation Fund		April 29, 2005
AIM 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

Portfolios		Effective Date of Agreement
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.”

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

Dated: February 12, 2010

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

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