0000950123-10-011825 Sample Contracts

AMENDMENT NO. [__] TO THE FIRST RESTATED MASTER DISTRIBUTION AGREEMENT (ALL CLASSES OF SHARES EXCEPT CLASS B AND CLASS B5 SHARES)
Master Distribution Agreement • February 12th, 2010 • Aim Sector Funds

The First Restated Master Distribution Agreement (all Classes of shares except Class B and Class B5 Shares) (the “Agreement”) made as of the 18th day of August, 2003, as subsequently amended, and as restated the 20th day of September, 2006, by and between each registered investment company set forth on Schedule A to the Agreement (each individually referred to as “Fund”, or collectively, “Funds”), severally, on behalf of each of its series of beneficial interest set forth on Schedule A to the Agreement, (each, a “Portfolio”), with respect to each class of shares except Class B Shares (the “Shares”) of each Portfolio, and INVESCO AIM DISTRIBUTORS, INC., a Delaware corporation (the “Distributor”), is hereby amended to:

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AMENDMENT TO MASTER INVESTMENT ADVISORY AGREEMENTS
Master Investment Advisory Agreements • February 12th, 2010 • Aim Sector Funds

The Master Investment Advisory Agreements (the “Agreements”) by and between Invesco Aim Advisors, Inc., formerly A I M Advisors, Inc., a Delaware corporation, and each registered investment company set forth on Exhibit A to this Amendment (each individually referred to as “Fund”, or collectively, “Funds”), severally, on behalf of each of their series of beneficial interest (each, a “Portfolio”), is hereby amended as follows:

AMENDMENT NO. [6] TO AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF AIM SECTOR FUNDS
Agreement and Declaration • February 12th, 2010 • Aim Sector Funds

This Amendment No. 6 (the “Amendment”) to the Amended and Restated Agreement and Declaration of Trust of AIM Sector Funds (the “Trust”) amends, effective [ 2010], the Amended and Restated Agreement and Declaration of Trust of the Trust dated as of September 14, 2005, as amended (the “Agreement”).

AMENDMENT NO. [2] TO MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS
Aim Sector Funds • February 12th, 2010

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”).

AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES AGREEMENT
Master Administrative Services Agreement • February 12th, 2010 • Aim Sector Funds

The Second Amended and Restated Master Administrative Services Agreement (the “Agreement”), dated July 1, 2006, by and between Invesco Advisers, Inc., successor by merger to Invesco Aim Advisors, Inc., a Delaware corporation, and AIM Tax-Exempt Funds, a Delaware statutory trust is hereby amended as follows:

AMENDMENT NO. [4] TO MASTER INVESTMENT ADVISORY AGREEMENT
Master Investment Advisory Agreement • February 12th, 2010 • Aim Sector Funds

This Amendment dated as of February ___, 2010, amends the Master Investment Advisory Agreement (the “Agreement”), dated November 25, 2003, between AIM Sector Funds, a Delaware statutory trust, and Invesco Advisers, Inc., successor by merger to Invesco Aim Advisors, Inc., formerly A I M Advisors, Inc., a Delaware corporation.

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