AMENDMENT NO. 12 TO MASTER INVESTMENT ADVISORY AGREEMENT

AMENDMENT NO. 12
TO
MASTER INVESTMENT ADVISORY AGREEMENT

     This Amendment dated as of November 4, 2009, amends the Master Investment Advisory Agreement (the “Agreement”), dated June 5, 2000, between AIM Growth Series, a Delaware statutory trust, and Invesco Aim Advisors, Inc., formerly known as A I M Advisors, Inc., a Delaware corporation.

W I T N E S S E T H:

     WHEREAS, the parties desire to amend the Agreement to change the name of AIM Independence Now Fund, AIM Independence 2010 Fund, AIM Independence 2020 Fund, AIM Independence 2030 Fund, AIM Independence 2040 Fund and AIM Independence 2050 Fund to 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 and AIM Balanced-Risk Retirement 2050 Fund, respectively;

     NOW, THEREFORE, the parties agree as follows;

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
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

Name of Fund		Effective Date of Advisory Agreement
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, 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.

AIM Basic Value Fund

Net Assets		Annual Rate
First $250 million			0.695	%
Next $250 million			0.67	%
Next $500 million			0.645	%
Next $1.5 billion			0.62	%
Next $2.5 billion			0.595	%
Next $2.5 billion			0.57	%
Next $2.5 billion			0.545	%
Over $10 billion			0.52	%

AIM Global Equity 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

AIM Mid Cap Core Equity Fund
AIM 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	%

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 Conservative Allocation Fund
AIM Growth Allocation Fund
AIM Income Allocation Fund
AIM International Allocation Fund
AIM Moderate Allocation Fund
AIM Moderate Growth Allocation Fund
AIM Moderately Conservative Allocation Fund

These thirteen funds do not pay an advisory fee.”

2. In all other respects, the Agreement is hereby confirmed and remains in full force and effect.

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

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