AMENDMENT NO. 1 TO MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS

AMENDMENT NO. 1

TO

MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS

This Amendment dated as of July 16, 2004, amends the Master Intergroup Sub-Advisory Contract for Mutual Funds (the “Contract”), dated November 25, 2003, between A I M Advisors, Inc., hereinafter “Adviser,” 00 Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000, and INVESCO Institutional (N.A.), Inc. “Sub-Adviser,” 0000 Xxxxxxxxx Xxxxxx, X.X., Xxxxx 000, Xxxxxxx, Xxxxxxx 00000.

W I T N E S S E T H:

WHEREAS, the parties entered into the Contract with respect to INVESCO Dynamics Fund, INVESCO Mid-Cap Growth Fund, INVESCO Small Company Growth Fund and INVESCO S&P 500 Index Fund, series portfolios of AIM Stock Funds;

WHEREAS, the parties desire to amend the Contract to terminate the sub-advisory services with respect to INVESCO Dynamics Fund and INVESCO Mid-Cap Growth 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

TO

MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS

Fund

INVESCO Small Company Growth Fund

INVESCO S&P 500 Index Fund”

2. In all other respects, the Contract is hereby confirmed and remains in full force and effect.

IN WITNESS WHEREOF, the parties have caused this Contract to be executed by their respective officers on the date first written above.

A I M ADVISORS, INC.						INVESCO INSTITUTIONAL (N.A.), INC.
Adviser						Sub-Adviser
By:		/s/ Xxxx X. Xxxxxxxxxx				By:		/s/ Xxxxxxx X. Xxxxx
Name:		Xxxx X. Xxxxxxxxxx				Name:		Xxxxxxx X. Xxxxx
Title:		President				Title:		General Counsel & Secretary

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