AMENDMENT NO. 1 TO MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS

AMENDMENT NO. 1

TO

MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS

     This Amendment dated as of November 4, 2009, amends the Master Intergroup Sub-Advisory Contract for Mutual Funds (the “Contract”), dated May 1, 2008, between Invesco Aim Advisors, Inc. (the “Adviser”), on behalf of AIM Growth Series, and each of Invesco Trimark Ltd., formerly AIM Funds Management Inc., Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Ltd., Invesco Australia Limited, Invesco Global Asset Management (N.A.), Inc., Invesco Hong Kong Limited, Invesco Institutional (N.A.), Inc., and Invesco Senior Secured Management, Inc. (each a “Sub-Advisor” and, collectively, the “Sub-Advisors”).

W I T N E S S E T H:

     WHEREAS, the parties desire to amend the Contract 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. Exhibit A to the Contract is hereby deleted in its entirety and replaced with the following:

“EXHIBIT A

Funds

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 Basic Value Fund
AIM Conservative Allocation Fund
AIM Global Equity Fund
AIM Growth Allocation Fund
AIM Income Allocation Fund
AIM International Allocation Fund
AIM Mid Cap Core Equity Fund
AIM Moderate Allocation Fund
AIM Moderate Growth Allocation Fund
AIM Moderately Conservative Allocation Fund
AIM Small Cap Growth 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 AIM ADVISORS, INC. Advisor
	By:	/s/ Xxxx X. Xxxx
	Name:	Xxxx X. Xxxx
	Title:	Senior Vice President

	INVESCO TRIMARK LTD. Sub-Advisor
	By:	/s/ Xxxx Xxxxxxx
	Name:	Xxxx Xxxxxxx
	Title:	Senior Vice President, Legal
	By:	/s/ Xxxxx Xxxxxx
	Name:	Xxxxx Xxxxxx
	Title:	Vice President, Compliance

	INVESCO ASSET MANAGEMENT DEUTSCHLAND GMBH Sub-Advisor
	By:	/s/ Xxxx Xxxxx            /s/ Xxxx Xxxxxxxxx
	Name:	Xxxx Xxxxx           Xxxx Xxxxxxxxx
	Title:	Managing Directors

	INVESCO ASSET MANAGEMENT LIMITED Sub-Advisor
	By:	/s/ Xxxxxxxx Xxxxx
	Name:	Xxxxxxxx Xxxxx
	Title:	Head of Legal for UK & Ireland

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

	INVESCO AUSTRALIA LIMITED Sub-Advisor
	By:	/s/ Xxxx Xxxxxxx           /s/ Xxx Xxxxxxx
	Name:	Xxxx Xxxxxxx           Xxx Xxxxxxx
	Title:	Head of Product & Marketing    Head of Legal

	INVESCO GLOBAL ASSET MANAGEMENT (N.A.), INC. Sub-Advisor
	By:	/s/ Xxxxxxx X. Xxxxx
	Name:	Xxxxxxx X. Xxxxx
	Title:	Secretary

	INVESCO HONG KONG LIMITED Sub-Advisor
	By:	/s/ Xxxxxxx Xx          /s/ Xxxxx Xxx
	Name:	Xxxxxxx Xx            Xxxxx Xxx
	Title:	Director            Director

		INVESCO INSTITUTIONAL (N.A.), INC.
		Sub-Advisor
		By:		/s/ Xxxxxxx X. Xxxxx
		Name:		Xxxxxxx X. Xxxxx
		Title:		Secretary & General Counsel

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