SUB-ITEM 77Q1(E)
AMENDMENT NO. 2
TO
MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS
This Amendment dated as of February 12, 2010, 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 Tax-Exempt
Funds, and each of Invesco Trimark Ltd., formerly AIM Funds Management Inc.,
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").
WITNESSETH:
WHEREAS, the parties desire to amend the Contract to add the following
series portfolios: Invesco Municipal Fund, Invesco Tax-Exempt Securities Fund,
Invesco ▇▇▇ ▇▇▇▇▇▇ California Insured Tax Free Fund, Invesco ▇▇▇ ▇▇▇▇▇▇ High
Yield Municipal Fund, Invesco ▇▇▇ ▇▇▇▇▇▇ Insured Tax Free Income Fund, Invesco
▇▇▇ ▇▇▇▇▇▇ Intermediate Term Municipal Income Fund, Invesco ▇▇▇ ▇▇▇▇▇▇ Municipal
Income Fund and Invesco ▇▇▇ ▇▇▇▇▇▇ New York Tax Free Income Fund;
NOW, THEREFORE, the parties agree as follows;
1. Exhibit A to the Contract is hereby deleted in its entirety and
replaced with the following:
"EXHIBIT A
FUNDS
AIM High Income Municipal Fund
AIM Tax-Exempt Cash Fund
AIM Tax-Free Intermediate Fund
Invesco Municipal Fund
Invesco Tax-Exempt Securities Fund
Invesco ▇▇▇ ▇▇▇▇▇▇ California Insured Tax Free Fund
Invesco ▇▇▇ ▇▇▇▇▇▇ High Yield Municipal Fund
Invesco ▇▇▇ ▇▇▇▇▇▇ Insured Tax Free Income Fund
Invesco ▇▇▇ ▇▇▇▇▇▇ Intermediate Term Municipal Income Fund
Invesco ▇▇▇ ▇▇▇▇▇▇ Municipal Income Fund
Invesco ▇▇▇ ▇▇▇▇▇▇ New York Tax Free Income 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
2
INVESCO TRIMARK LTD.
Sub-Adviser
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇
Title: Assistant Secretary
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: VP, Fund Accounting & CFO, Funds
3
INVESCO ASSET MANAGEMENT DEUTSCHLAND
GMBH
Sub-Adviser
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Managing Director
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Managing Director
4
INVESCO ASSET MANAGEMENT LIMITED
Sub-Adviser
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Head of Legal for UK & Ireland
5
INVESCO ASSET MANAGEMENT (JAPAN) LTD.
Sub-Adviser
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Managing Director
6
INVESCO AUSTRALIA LIMITED
Sub-Adviser
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Head of Product & Management
By: /s/ ▇▇▇ ▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇ ▇▇▇▇▇▇▇
Title: Head of Legal
7
INVESCO HONG KONG LIMITED
Sub-Adviser
By: /s/ ▇▇▇▇ ▇▇▇▇
------------------------------------
Name: ▇▇▇▇ ▇▇▇▇
Title: Director
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Director
8
INVESCO SENIOR SECURED MANAGEMENT, INC.
Sub-Adviser
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Secretary & General Counsel
9