AMENDMENT NO. 2 TO THE THIRD AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF AIM GROWTH SERIES (INVESCO GROWTH SERIES)

AMENDMENT NO. 2

TO THE THIRD AMENDED AND RESTATED

AGREEMENT AND DECLARATION OF TRUST

OF

AIM GROWTH SERIES (INVESCO GROWTH SERIES)

This Amendment No. 2 (the “Amendment”) to the Third Amended and Restated Agreement and Declaration of Trust of AIM Growth Series (Invesco Growth Series) (the “Trust”) amends, effective February 28, 2017, the Third Amended and Restated Agreement and Declaration of Trust of the Trust dated as of October 26, 2016, as amended (the “Agreement”).

Under Section 9.7 of the Agreement, this Amendment may be executed by a duly authorized officer of the Trust.

WHEREAS, the Trust desires to amend the Agreement to add Class R6 Shares to Invesco Conservative Allocation Fund, Invesco Global Low Volatility Equity Yield Fund, Invesco Growth Allocation Fund, Invesco Income Allocation Fund, Invesco International Allocation Fund, Invesco Moderate Allocation and Invesco Quality Income Fund;

NOW, THEREFORE, the Agreement is hereby amended as follows:

1. Schedule A of the Agreement is hereby amended and restated to read in its entirety as set forth on Exhibit 1 to this Amendment.

2. All capitalized terms are used herein as defined in the Agreement unless otherwise defined herein. All references in the Agreement to “this Agreement” shall mean the Agreement as amended by this Amendment.

3. Except as specifically amended by this Amendment, the Agreement is hereby confirmed and remains in full force and effect.

IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the Trust, has executed this Amendment as of February 28, 2017.

By:		/s/ Xxxx X. Xxxx
Name:		Xxxx X. Xxxx
Title:		Senior Vice President

EXHIBIT 1

“SCHEDULE A

AIM GROWTH SERIES (INVESCO GROWTH SERIES)

PORTFOLIOS AND CLASSES THEREOF

PORTFOLIO		CLASSES OF EACH PORTFOLIO
Invesco Alternative Strategies Fund		Class A Shares
		Class C Shares
		Class F Shares
		Class R Shares
		Class R5 Shares
		Class R6 Shares
		Class T Shares
		Class Y Shares
Invesco Balanced-Risk Retirement Now Fund		Class A Shares
		Class AX Shares
		Class B Shares
		Class C Shares
		Class CX Shares
		Class F Shares
		Class R Shares
		Class R5 Shares
		Class R6 Shares
		Class RX Shares
		Class T Shares
		Class Y Shares
Invesco Balanced-Risk Retirement 2020 Fund		Class A Shares
		Class AX Shares
		Class B Shares
		Class C Shares
		Class CX Shares
		Class F Shares
		Class R Shares
		Class R5 Shares
		Class R6 Shares
		Class RX Shares
		Class T Shares
		Class Y Shares
Invesco Balanced-Risk Retirement 2030 Fund		Class A Shares
		Class AX Shares
		Class B Shares
		Class C Shares
		Class CX Shares
		Class F Shares
		Class R Shares
		Class R5 Shares
		Class R6 Shares

2

		Class RX Shares
		Class T Shares
		Class Y Shares
Invesco Balanced-Risk Retirement 2040 Fund		Class A Shares
		Class AX Shares
		Class B Shares
		Class C Shares
		Class CX Shares
		Class F Shares
		Class R Shares
		Class R5 Shares
		Class R6 Shares
		Class RX Shares
		Class T Shares
		Class Y Shares
Invesco Balanced-Risk Retirement 2050 Fund		Class A Shares
		Class AX Shares
		Class B Shares
		Class C Shares
		Class CX Shares
		Class F Shares
		Class R Shares
		Class R5 Shares
		Class R6 Shares
		Class RX Shares
		Class T Shares
		Class Y Shares
Invesco Conservative Allocation Fund		Class A Shares
		Class B Shares
		Class C Shares
		Class F Shares
		Class R Shares
		Class R5 Shares
		Class R6 Shares
		Class S Shares
		Class T Shares
		Class Y Shares
Invesco Convertible Securities Fund		Class A Shares
		Class B Shares
		Class C Shares
		Class F Shares
		Class R5 Shares
		Class R6 Shares
		Class T Shares
		Class Y Shares

3

Invesco Global Low Volatility Equity Yield Fund		Class A Shares
		Class B Shares
		Class C Shares
		Class F Shares
		Class R Shares
		Class R5 Shares
		Class R6 Shares
		Class T Shares
		Class Y Shares
Invesco Growth Allocation Fund		Class A Shares
		Class B Shares
		Class C Shares
		Class F Shares
		Class R Shares
		Class R5 Shares
		Class R6 Shares
		Class S Shares
		Class T Shares
		Class Y Shares
Invesco Income Allocation Fund		Class A Shares
		Class B Shares
		Class C Shares
		Class F Shares
		Class R Shares
		Class R5 Shares
		Class R6 Shares
		Class T Shares
		Class Y Shares
Invesco International Allocation Fund		Class A Shares
		Class B Shares
		Class C Shares
		Class F Shares
		Class R Shares
		Class R5 Shares
		Class R6 Shares
		Class T Shares
		Class Y Shares
Invesco Mid Cap Core Equity Fund		Class A Shares
		Class B Shares
		Class C Shares
		Class F Shares
		Class R Shares
		Class R5 Shares
		Class R6 Shares
		Class T Shares
		Class Y Shares

4

Invesco Moderate Allocation Fund		Class A Shares
		Class B Shares
		Class C Shares
		Class F Shares
		Class R Shares
		Class R5 Shares
		Class R6 Shares
		Class S Shares
		Class T Shares
		Class Y Shares
Invesco Multi-Asset Inflation Fund		Class A Shares
		Class C Shares
		Class F Shares
		Class R Shares
		Class R5 Shares
		Class R6 Shares
		Class T Shares
		Class Y Shares
Invesco Quality Income Fund		Class A Shares
		Class B Shares
		Class C Shares
		Class F Shares
		Class R5 Shares
		Class R6 Shares
		Class T Shares
		Class Y Shares
Invesco Small Cap Growth Fund		Class A Shares
		Class B Shares
		Class C Shares
		Class F Shares
		Class R Shares
		Class R5 Shares
		Class R6 Shares
		Class S Shares
		Class T Shares
		Class Y Shares
		Investor Class Share”

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