AMENDMENT NO. 2 TO MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS

AMENDMENT NO. 2

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., successor by merger to Invesco Aim Advisors, Inc. (the “Adviser”), on behalf of AIM Sector 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”).

W I T N E S S E T H:

     WHEREAS, the parties desire to amend the Contract to add the following series portfolios: Invesco Mid-Cap Value Fund, Invesco Small-Mid Special Value Fund, Invesco Special Value Fund, Invesco Technology Fund, Invesco U.S. Mid Cap Value Fund, Invesco U.S. Small Cap Value Fund, Invesco U.S. Small/Mid Cap Value Fund, Invesco Value Fund, Invesco Value II Fund, Invesco ▇▇▇ ▇▇▇▇▇▇ American Value Fund, Invesco ▇▇▇ ▇▇▇▇▇▇ Capital Growth Fund, Invesco ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Fund, Invesco ▇▇▇ ▇▇▇▇▇▇ Enterprise Fund, Invesco ▇▇▇ ▇▇▇▇▇▇ Mid Cap Growth Fund, Invesco ▇▇▇ ▇▇▇▇▇▇ Small Cap Value Fund, Invesco ▇▇▇ ▇▇▇▇▇▇ Technology Fund, Invesco ▇▇▇ ▇▇▇▇▇▇ Utility Fund and Invesco ▇▇▇ ▇▇▇▇▇▇ Value Opportunities 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 Energy Fund
AIM Financial Services Fund
AIM Gold & Precious Metals Fund
AIM Leisure Fund
AIM Technology Fund
AIM Utilities Fund
Invesco Mid-Cap Value Fund
Invesco Small-Mid Special Value Fund
Invesco Special Value Fund
Invesco Technology Fund
Invesco U.S. Mid Cap Value Fund
Invesco U.S. Small Cap Value Fund
Invesco U.S. Small/Mid Cap Value Fund
Invesco Value Fund
Invesco Value II Fund

▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ American Value Fund
Invesco ▇▇▇ ▇▇▇▇▇▇ Capital Growth Fund
Invesco ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Fund
Invesco ▇▇▇ ▇▇▇▇▇▇ Enterprise Fund
Invesco ▇▇▇ ▇▇▇▇▇▇ Mid Cap Growth Fund
Invesco ▇▇▇ ▇▇▇▇▇▇ Small Cap Value Fund
Invesco ▇▇▇ ▇▇▇▇▇▇ Technology Fund
Invesco ▇▇▇ ▇▇▇▇▇▇ Utility Fund
Invesco ▇▇▇ ▇▇▇▇▇▇ Value Opportunities 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: Name:		/s/ ▇▇▇▇ ▇. ▇▇▇▇   ▇▇▇▇ ▇. ▇▇▇▇
		Title:		Senior Vice President

		INVESCO TRIMARK LTD.
		Sub-Adviser
		By:		/s/ ▇▇▇▇▇▇▇▇ ▇▇▇
		Name:		▇▇▇▇▇▇▇▇ ▇▇▇
		Title:		Assistant Secretary
		By:		/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
		Name:		▇▇▇▇ ▇▇▇▇▇▇▇
		Title:		Vice President, Fund Accounting & CFO

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

		INVESCO ASSET MANAGEMENT LIMITED
		Sub-Adviser
		By:		/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
		Name:		▇▇▇▇▇▇▇▇ ▇▇▇▇▇
		Title:		Head of Legal for UK & Ireland

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

		INVESCO AUSTRALIA LIMITED
		Sub-Adviser
		By:		/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
		Name:		▇▇▇▇ ▇▇▇▇▇▇▇
		Title:		Head of Product & Management
		By:		/s/ ▇▇▇ ▇▇▇▇▇▇▇
		Name:		▇▇▇ ▇▇▇▇▇▇▇
		Title:		Head of Legal

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

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