AMENDMENT NO. 6 TO MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS

AMENDMENT NO. 6

TO

MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS

     This Amendment dated as of September 24, 2012, 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., 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 change the names of Invesco Global Equity Fund to Invesco Global Quantitative Core Fund, Invesco ▇▇▇ ▇▇▇▇▇▇ Leaders Fund to Invesco Leaders Fund and Invesco ▇▇▇ ▇▇▇▇▇▇ U.S. Mortgage Fund to Invesco U.S. Mortgage 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 Quantitative Core 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 Leaders Fund
Invesco 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:		/s/ ▇▇▇▇ ▇. ▇▇▇▇
		Name: ▇▇▇▇ ▇. ▇▇▇▇
		Title: Senior Vice President

		INVESCO CANADA LTD.
		Sub-Adviser
		By:		/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
		Name: ▇▇▇▇ ▇▇▇▇▇▇▇
		Title: Senior Vice President
		By:		/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
		Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
		Title: EVP & CFO

		INVESCO ASSET MANAGEMENT DEUTSCHLAND GMBH
		Sub-Adviser
		By:		/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇     /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
		Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
		Title: Managing Director     Managing Director

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

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

		INVESCO AUSTRALIA LIMITED
		Sub-Adviser
		By:		/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
		Name: ▇▇▇▇ ▇▇▇▇▇▇▇
		Title: Company Secretary

		INVESCO HONG KONG LIMITED
		Sub-Adviser
		By:		/s ▇▇▇▇▇▇ ▇▇▇     /s/ ▇▇▇▇▇ ▇▇▇
		Name: ▇▇▇▇▇▇ ▇▇▇     ▇▇▇▇▇ ▇▇▇
		Title: Director     Director

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