AMENDMENT NO. 2 TO MASTER ADMINISTRATIVE SERVICES AGREEMENT

AMENDMENT NO. 2

TO

MASTER ADMINISTRATIVE SERVICES AGREEMENT

This Amendment dated as of August 2, 2013, amends the Master Administrative Services Agreement (the “Agreement”) dated June 1, 2010, by and between Invesco Advisers, Inc., a Delaware corporation (the “Administrator”) and Invesco Xxx Xxxxxx Exchange Fund, a California Limited Partnership (the “Fund”).

W I T N E S S E T H:

WHEREAS, the parties agree to amend the Agreement to change the name of Invesco Xxx Xxxxxx Exchange Fund to Invesco Exchange Fund;

NOW, THEREFORE, the parties hereby agree as follows:

1. Appendix A is hereby deleted in its entirety and replaced with the following:

“APPENDIX A

FEE SCHEDULE TO

MASTER ADMINISTRATIVE SERVICES AGREEMENT

OF

INVESCO EXCHANGE FUND

Portfolio		Effective Date of Agreement
Invesco Exchange Fund		June 1, 2010

The Administrator may receive from the Fund reimbursement for costs or reasonable compensation for such services as follows:

Rate*		Net Assets
0.023%		First $1.5 billion
0.013%		Next $1.5 billion
0.003%		Over $3 billion

* Annual minimum fee is $50,000. An additional $5,000 per class of shares is charged for each class other than the initial class. The $5,000 class fee is waived for the above Fund with insufficient assets to result in the payment of more than the minimum fee of $50,000.”

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers designated below as of the day and year first above written.

						INVESCO ADVISERS, INC.
Attest:		/s/ Xxxxx X. Xxxxxxxx				By:		/s/ Xxxx X. Xxxx
		Assistant Secretary				Name:		Xxxx X. Xxxx
						Title:		Senior Vice President
(SEAL)
						INVESCO EXCHANGE FUND
Attest:		/s/ Xxxxx X. Xxxxxxxx				By:		/s/ Xxxx X. Xxxx
		Assistant Secretary				Name:		Xxxx X. Xxxx
						Title:		Senior Vice President
(SEAL)