AMENDMENT NO. 5 TO MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS

AMENDMENT NO. 5

TO

MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS

     This Amendment dated as of December 14, 2011, amends the Master Intergroup Sub-Advisory Contract for Mutual Funds (the “Contract”), dated May 1, 2008, between Invesco Advisers, Inc. (the “Adviser”), on behalf of AIM Growth Series (Invesco Growth Series), and each of Invesco Canada Ltd. (previously known as Invesco Trimark Ltd.), Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Ltd., Invesco Australia Limited, Invesco Hong Kong Limited, and Invesco Senior Secured Management, Inc. (each a “Sub-Adviser” and, collectively, the “Sub-Advisers”).

W I T N E S S E T H:

     WHEREAS, the Trust desires to (i) change the name of Invesco Moderately Conservative Allocation Fund to Invesco Conservative Allocation Fund and to (ii) remove the following series portfolios; Invesco Balanced-Risk Retirement 2010 Fund, Invesco Basic Value Fund, Invesco Conservative Allocation Fund, Invesco Moderate Growth Allocation Fund, Invesco Xxx Xxxxxx Asset Allocation Growth Fund, Invesco Xxx Xxxxxx Asset Allocation Moderate Fund, Invesco Xxx Xxxxxx Harbor Fund and Invesco Xxx Xxxxxx Real Estate Securities Fund;

     NOW, THEREFORE, the parties agree that;

1. Exhibit A to the Contract is hereby deleted in its entirety and replaced with the following:

“EXHIBIT A

Funds

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 Global Equity Fund
Invesco Growth Allocation Fund
Invesco Income Allocation Fund
Invesco International Allocation Fund
Invesco Mid Cap Core Equity Fund
Invesco Moderate Allocation Fund
Invesco Conservative Allocation Fund
Invesco Small Cap Growth Fund
Invesco Convertible Securities Fund
Invesco Xxx Xxxxxx Leaders Fund
Invesco Xxx Xxxxxx U.S. Mortgage 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 ADVISERS, INC.
		Adviser
		By: Name:		/s/ Xxxx X. Xxxx Xxxx X. Xxxx
		Title:		Senior Vice President

2

		INVESCO CANADA LTD.
		Sub-Adviser
		By: Name:		/s/ Xxxx X. Xxxxxxx Xxxx X. Xxxxxxx
		Title:		Senior Vice President
		By: Name:		/s/ Xxxxx Xxxxxx Xxxxx Xxxxxx
		Title:		Senior Vice President

3

		INVESCO ASSET MANAGEMENT DEUTSCHLAND GMBH
		Sub-Adviser
		By: Name:		/s/ X. Xxxxxxxxx /s/ X. Xxxxxx X. Xxxxxxxxx / X. Xxxxxx
		Title:		Managing Directors

4

		INVESCO ASSET MANAGEMENT LIMITED
		Sub-Adviser
		By: Name:		/s/ Xxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxxx
		Title:		Director

5

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

6

		INVESCO AUSTRALIA LIMITED
		Sub-Adviser
		By: Name:		/s/ Xxxx Xxxxxxx / Xxxx Xxxxxxx Xxxx Xxxxxxx / Xxxx Xxxxxxx
		Title:		Company Secretary / Director

7

		INVESCO HONG KONG LIMITED
		Sub-Adviser
		By: Name:		/s/ Xxxx Xxxx / /s/ Xxxxx Xxx Xxxx Xxxx / Xxxxx Xxx
		Title:		Directors

8

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

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