AMENDMENT NO. 4 TO MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS

AMENDMENT NO. 4

TO

MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS

     This Amendment dated as of December 1, 2011, 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 Tax-Exempt Funds (Invesco Tax-Exempt Funds), and each of Invesco Canada Ltd. (previously known as Invesco Trimark 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 remove the following series portfolios: Invesco Municipal Fund, Invesco Tax-Exempt Securities Fund, Invesco Xxx Xxxxxx California Insured Tax Free Fund and Invesco Xxx Xxxxxx Insured Tax Free Income 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 High Income Municipal Fund
Invesco Tax-Exempt Cash Fund
Invesco Tax-Free Intermediate Fund
Invesco Xxx Xxxxxx High Yield Municipal Fund
Invesco Xxx Xxxxxx Intermediate Term Municipal Income Fund
Invesco Xxx Xxxxxx Municipal Income Fund
Invesco Xxx Xxxxxx New York Tax Free Income 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

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INVESCO CANADA LTD.

Sub-Adviser

By: /s/ Xxxx X. Xxxxxxx

Name: Xxxx X. Xxxxxxx

Title: Senior Vice President and Secretary

By: /s/ Xxxxx Xxxxxx

Name: Xxxxx Xxxxxx

Title: Vice President, Compliance & Chief
Compliance Officer

3

INVESCO ASSET MANAGEMENT
DEUTSCHLAND GMBH

Sub-Adviser

By: /s/ Xxxxxxx Xxxxxx, /s/ Xxxxxxxxx Xxxxxxx

Name: Xxxxxxx Xxxxxx, Xxxxxxxxx Xxxxxxx

Title: Managing Directors

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INVESCO ASSET MANAGEMENT LIMITED

Sub-Adviser

By: /s/ Xxxxxx Xxxxxxxxx

Name: Xxxxxx 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: Company Secretary, Director

7

INVESCO HONG KONG LIMITED

Sub-Adviser

By: /s/ Xxxx Xxxx, /s/ Xxxxx Xxx

Name: Xxxx Xxxx, Xxxxx Xxx

Title: Directors

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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