AMENDMENT NO. 7 TO SECOND AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES AGREEMENT

AMENDMENT NO. 7
TO
SECOND AMENDED AND RESTATED
MASTER ADMINISTRATIVE SERVICES AGREEMENT

     This Amendment dated as of July 1, 2012, amends the Second Amended and Restated Master Administrative Services Agreement (the “Agreement”), dated July 1, 2006, by and between Invesco Advisers, Inc., a Delaware corporation, and AIM Growth Series (Invesco Growth Series), a Delaware statutory trust, is hereby amended as follows:

W I T N E S S E T H:

     WHEREAS, the parties desire to amend the Agreement to decrease the per class charge from $10,000 to $5,000;

     NOW, THEREFORE, the parties agree that:

1. Appendix A of the Agreement is hereby deleted in its entirety and replaced with the following:

“APPENDIX A
TO
SECOND AMENDED AND RESTATED
MASTER ADMINISTRATIVE SERVICES AGREEMENT
OF
AIM GROWTH SERIES (INVESCO GROWTH SERIES)

Portfolios		Effective Date of 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
Invesco Moderate Allocation Fund		April 30, 2004
Invesco 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, 2010

     The Administrator may receive from each Portfolio reimbursement for costs or reasonable compensation for such services as follows:

Rate*				Net Assets
	0.023	%		First $1.5 billion
	0.013	%		Next $1.5 billion
	0.003	%		Over $3 billion

* Annual minimum fee is $50,000. An additional $5,000 per class of shares is charged for each class other than the initial class. The $5,000 class fee is waived for any of the above Portfolios with insufficient assets to result in the payment of more than the minimum fee of $50,000.”

     All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.

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

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