AMENDMENT NO. 5 TO MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS

AMENDMENT NO. 5

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 Equity Funds (Invesco Equity Funds), 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, I 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 remove the Invesco Capital Development 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 Charter Fund
Invesco Constellation Fund
Invesco Disciplined Equity Fund
Invesco Diversified Dividend 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 CANADA LTD. Sub-Adviser
	By:	/s/ Xxxx X. Xxxxxxx
	Name:		Xxxx X. Xxxxxxx
	Title:		Senior Vice President and Secretary
	By:	/s/ Xxxxx X. Xxxxxx
	Name:		Xxxxx X. Xxxxxx
	Title:		EVP and CFO

	INVESCO ASSET MANAGEMENT DEUTSCHLAND GMBH Sub-Adviser
	By:	/s/ X. Xxxxxxxxxx /s/ Xxxx Xxxxxxxxx
	Name:		X. Xxxxxxxxxx Xxxx Xxxxxxxxx
	Title:		Managing Directors

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

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

	INVESCO AUSTRALIA LIMITED Sub-Adviser
	By:	/s/ Xxxx Xxxxxxx /s/ Xxxx Xxxxxxx
	Name:		Xxxx Xxxxxxx Xxxx Xxxxxxx
	Title:		Company Secretary Director

	INVESCO HONG KONG LIMITED Sub-Adviser
	By:	/s/ Xxxxxx Xxx /s/ Xxxxx Xxx
	Name:		Xxxxxx Xxx Xxxxx Xxx
	Title:		Directors

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