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

AMENDMENT NO. [2]

TO

MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS

     This Amendment dated as of February ___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”).

WITNESSETH:

     WHEREAS, Invesco Global Asset Management (N.A.), Inc., Invesco Institutional (N.A.), Inc. and Invesco Aim Advisors, Inc. have merged and the survivor is Invesco Advisers, Inc.

     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 Xxx Xxxxxx American Value Fund, Invesco Xxx Xxxxxx Capital Growth Fund, Invesco Xxx Xxxxxx Xxxxxxxx Fund, Invesco Xxx Xxxxxx Enterprise Fund, Invesco Xxx Xxxxxx Mid Cap Growth Fund, Invesco Xxx Xxxxxx Small Cap Value Fund, Invesco Xxx Xxxxxx Technology Fund, Invesco Xxx Xxxxxx Utility Fund and Invesco Xxx Xxxxxx 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
Invesco Xxx Xxxxxx American Value Fund
Invesco Xxx Xxxxxx Capital Growth Fund
Invesco Xxx Xxxxxx Xxxxxxxx Fund
Invesco Xxx Xxxxxx Enterprise Fund
Invesco Xxx Xxxxxx Mid Cap Growth Fund
Invesco Xxx Xxxxxx Small Cap Value Fund
Invesco Xxx Xxxxxx Technology Fund
Invesco Xxx Xxxxxx Utility Fund
Invesco Xxx Xxxxxx Value Opportunities Fund”

2. All other terms and provisions of the Contract not amended shall remain in full force and effect.

2

     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: Xxxx X. Xxxx

Title: Senior Vice President

3

INVESCO TRIMARK LTD.

Sub-Adviser

By:

Name:

Title:

By:

Name:

Title:

4

INVESCO ASSET MANAGEMENT DEUTSCHLAND GMBH

Sub-Adviser

By:

Name:

Title:

5

INVESCO ASSET MANAGEMENT LIMITED

Sub-Adviser

By:

Name:

Title:

6

INVESCO ASSET MANAGEMENT (JAPAN) LTD.

Sub-Adviser

By:

Name:

Title:

7

INVESCO AUSTRALIA LIMITED

Sub-Adviser

By:

Name:

Title:

8

INVESCO HONG KONG LIMITED

Sub-Adviser

By:

Name:

Title:

9

INVESCO SENIOR SECURED MANAGEMENT, INC.

Sub-Adviser

By:

Name:

Title:

10