AMENDMENT NO. 16 TO MASTER INVESTMENT ADVISORY AGREEMENT

AMENDMENT NO. 16

TO

MASTER INVESTMENT ADVISORY AGREEMENT

     This Amendment dated as of December 14, 2011, amends the Master Investment Advisory Agreement (the “Agreement”) dated June 5, 2000, between AIM Growth Series (Invesco Growth Series), a Delaware statutory trust, and Invesco Advisers, Inc., a Delaware corporation.

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. 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
Invesco Balanced-Risk Retirement Now Fund		January 31, 2007
Invesco Balanced-Risk Retirement 2020 Fund		January 31, 2007
Invesco Balanced-Risk Retirement 2030 Fund		January 31, 2007
Invesco Balanced-Risk Retirement 2040 Fund		January 31, 2007
Invesco Balanced-Risk Retirement 2050 Fund		January 31, 2007
Invesco Global Equity Fund		November 4, 2003
Invesco Growth Allocation Fund		April 30, 2004
Invesco Income Allocation Fund		October 31, 2005
Invesco International Allocation Fund		October 31, 2005
Invesco Mid Cap Core Equity Fund		September 1, 2001

Name of Fund		Effective Date of Advisory Agreement
Invesco Moderate Allocation Fund		April 30, 2004
Invesco Moderate Growth Allocation Fund		April 29, 2005
Invesco Moderately Conservative Allocation Fund		April 29, 2005
Invesco Small Cap Growth Fund		September 11, 2000
Invesco Convertible Securities Fund		February 12, 2010
Invesco Xxx Xxxxxx Leaders Fund		February 12, 2010
Invesco Xxx Xxxxxx U.S. Mortgage Fund		February 12, 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.

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 Growth Allocation Fund
Invesco Income Allocation Fund
Invesco International Allocation Fund
Invesco Moderate Allocation Fund
Invesco Conservative Allocation Fund
Invesco Xxx Xxxxxx Leaders Fund

These eleven funds do not pay an advisory fee.

Invesco 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

Invesco Mid Cap Core Equity Fund
Invesco 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%

Invesco Convertible Securities Fund

Net Assets		Annual Rate
First $750 million			0.52%
Next $250 million			0.47%
Next $500 million			0.42%
Next $500 million			0.395%
Next $1 billion			0.37%
Over $3 billion			0.345%

Invesco Xxx Xxxxxx U.S. Mortgage Fund

Net Assets		Annual Rate
First $1 billion			0.47%
Next $500 million			0.445%
Next $500 million			0.42%
Next $500 million			0.395%
Next $2.5 billion			0.37%
Next $2.5 billion			0.345%
Next $2.5 billion			0.32%
Next $2.5 billion			0.295%
Over $12.5 billion			0.27%”

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

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

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