AMENDMENT NO. 3 TO MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS

AMENDMENT NO. 3
TO
MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS

          This Amendment dated as of April 30, 2010, amends the Master Intergroup Sub-Advisory Contract for Mutual Funds (the “Contract”), dated May 1, 2008, between Invesco Aim Advisers, Inc. (the “Adviser”), on behalf of AIM Equity Funds, and each of Invesco Trimark Ltd., Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Ltd., Invesco Australia Limited, Invesco Hong Kong Limited, I and Invesco Senior Secured Management, Inc. (each a “Sub-Adviser” and, collectively, the “Sub-Advisers”).

WITNESSETH:

          WHEREAS, AIM Equity Funds is now named AIM Equity Funds (Invesco Equity Funds); and

          WHEREAS, the following Funds have been renamed:

CURRENT NAME		NEW NAME
AIM Capital Development Fund		Invesco Capital Development Fund
AIM Charter Fund		Invesco Charter Fund
AIM Constellation Fund		Invesco Constellation Fund
AIM Disciplined Equity Fund		Invesco Disciplined Equity Fund
AIM Diversified Dividend Fund		Invesco Diversified Dividend Fund
AIM Large Cap Basic Value Fund		Invesco Large Cap Basic Value Fund
AIM Large Cap Growth Fund		Invesco Large Cap Growth Fund
AIM Summit Fund		Invesco Summit Fund;

          NOW, THEREFORE, the parties agree that;

	1.		All references to AIM Equity Funds in the Contract are hereby deleted and replaced with AIM Equity Funds (Invesco Equity Funds).
	2.		Exhibit A to the Contract is hereby deleted in its entirety and replaced with the following:

“EXHIBIT A

Funds

Invesco Capital Development Fund
Invesco Charter Fund
Invesco Constellation Fund
Invesco Disciplined Equity Fund
Invesco Diversified Dividend Fund
Invesco Large Cap Basic Value Fund
Invesco Large Cap Growth Fund
Invesco Summit 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/ Xxxx X. Xxxx
		Name:	Xxxx X. Xxxx
		Title:	Senior Vice President

	INVESCO TRIMARK LTD. Sub-Adviser
	By:	/s/ Xxxx X. Xxxxxxx
		Name:	Xxxx X. Xxxxxxx
		Title:	Senior Vice President, Legal and Secretary
	By:	/s/ Xxxxx Xxxxxx
		Name:	Xxxxx Xxxxxx
		Title:	Vice President, Compliance & Chief Compliance Officer

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	INVESCO ASSET MANAGEMENT DEUTSCHLAND GMBH Sub-Adviser
	By:	/s/ K.G. Bayer
		Name:	K.G. Bayer
		Title:	Managing Director
	By:	/s/ Xxxx Xxxxxxxxx
		Name:	Xxxx Xxxxxxxxx
		Title:	Director

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

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

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	INVESCO AUSTRALIA LIMITED Sub-Adviser
	By:	/s/ Xxxxxx Xxxx
		Name:	Xxxxxx Xxxx
		Title:	Director
	By:	/s/ Xxx Xxxxxxx
		Name:	Xxx Xxxxxxx
		Title:	Head of Legal

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	INVESCO HONG KONG LIMITED Sub-Adviser
	By:	/s/ Xxxx Xxxx
		Name:	Xxxx Xxxx
		Title:	Director
	By:	/s/ Xxxxxx Xxx
		Name:	Xxxxxx Xxx
		Title:	Director

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	INVESCO SENIOR SECURED MANAGEMENT, INC. Sub-Adviser
	By:	/s/ Xxxxxxx X. Xxxxx
		Name:	Xxxxxxx X. Xxxxx
		Title:	Secretary and General Counsel

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