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 Sector Funds (Invesco Sector 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 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 Trust desires to amend the Agreement to (i) remove Invesco U.S. Mid Cap Value Fund and (ii) change the names of Invesco Xxx Xxxxxx American Value Fund to Invesco American Value Fund, Invesco Xxx Xxxxxx Xxxxxxxx Fund to Invesco Xxxxxxxx Fund, Invesco Xxx Xxxxxx Mid Cap Growth Fund to Invesco Mid Cap Growth Fund, Invesco Xxx Xxxxxx Small Cap Value Fund to Invesco Small Cap Value Fund, Invesco Xxx Xxxxxx Value Opportunities Fund to Invesco Value Opportunities 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 Energy Fund
Invesco Gold & Precious Metals Fund
Invesco Leisure Fund
Invesco Technology Fund
Invesco Utilities Fund
Invesco Technology Sector Fund
Invesco American Value Fund
Invesco Xxxxxxxx Fund
Invesco Mid Cap Growth Fund
Invesco Small Cap Value Fund
Invesco Value Opportunities 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

2

	INVESCO CANADA LTD. Sub-Adviser
	By:	/s/ Xxxx Xxxxxxx
	Name:		Xxxx Xxxxxxx
	Title:		Senior Vice President
	By:	Xxxxx X. Xxxxxx
	Name:		Xxxxx X. Xxxxxx
	Title:		EVP & CFO

3

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

4

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

5

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

6

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

7

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

8

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

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