SUB-ITEM 77Q1(e) AMENDMENT NO. 2 TO MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS This Amendment dated as of October 15, 2004, amends the Master Intergroup Sub-Advisory Contract for Mutual Funds (the "Agreement"), dated November 25, 2003,...

                                                               SUB-ITEM 77Q1(e)
                                AMENDMENT NO. 2
                                       TO
            MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS


         This Amendment dated as of October 15, 2004, amends the Master
Intergroup Sub-Advisory Contract for Mutual Funds (the "Agreement"), dated
November 25, 2003, between A I M Advisors, Inc. and INVESCO Institutional
(N.A.), Inc.

                              W I T N E S S E T H:

         WHEREAS, the parties desire to amend the Agreement to rename each
INVESCO Fund by replacing "INVESCO" with "AIM";

         NOW, THEREFORE, the parties agree as follows;

         1.       Exhibit A to the Agreement is hereby deleted in its entirety
                  and replaced with the following:

                                   "EXHIBIT A
                                       TO
            MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS

         AIM STOCK FUNDS

                  AIM S&P 500 Index Fund"


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





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



A I M ADVISORS, INC.                   INVESCO INSTITUTIONAL (N.A.), INC.



By:/s/ Xxxx X. Xxxxxxxxxx              By: /s/ Xxxxxxx X. Xxxxx
   --------------------------------         --------------------------------
     Xxxx X. Xxxxxxxxxx                     Name: Xxxxxxx X. Xxxxx
     President                              Title: Secretary & General Counsel