Sub-Item 77Q1(e)
AMENDMENT NO. 5
TO
MASTER INVESTMENT ADVISORY AGREEMENT
This Amendment dated as of December 1, 2011, amends the Master Investment
Advisory Agreement (the "Agreement"), dated June 1, 2000, between AIM Tax-Exempt
Funds (Invesco Tax-Exempt Funds), a Delaware statutory trust, and Invesco
Advisers, Inc., a Delaware corporation.
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. Appendix A and Appendix B to the Agreement are hereby deleted in their
entirety and replaced with the following:
"APPENDIX A
FUNDS AND EFFECTIVE DATES
NAME OF FUND EFFECTIVE DATE OF ADVISORY AGREEMENT
---------------------------------------------------------- ------------------------------------
Invesco High Income Municipal Fund June 1, 2000
Invesco Tax-Exempt Cash Fund June 1, 2000
Invesco Tax-Free Intermediate Fund June 1, 2000
Invesco Xxx Xxxxxx High Yield Municipal Fund February 12, 2010
Invesco Xxx Xxxxxx Intermediate Term Municipal Income Fund February 12, 2010
Invesco Xxx Xxxxxx Municipal Income Fund February 12, 0000
Xxxxxxx Xxx Xxxxxx Xxx Xxxx Tax Free Income Fund February 12, 0000
XXXXXXXX X
COMPENSATION TO THE ADVISOR
The Trust shall pay the Adviser, out of the assets of a Fund, as full
compensation for all services rendered, an advisory fee for such Fund set forth
below. Such fee shall be calculated by applying the following annual rates to
the average daily net assets of such Fund for the calendar year computed in the
manner used for the determination of the net asset value of shares of such Fund.
INVESCO TAX-FREE INTERMEDIATE FUND
NET ASSETS ANNUAL RATE
-------------------------------------------- -----------
First $500 million 0.30%
Over $500 million to and including $1 billion 0.25%
Over $1 billion 0.20%
INVESCO TAX-EXEMPT CASH FUND
NET ASSETS ANNUAL RATE
-------------------------------------------- -----------
All Assets 0.35%
INVESCO HIGH INCOME MUNICIPAL FUND
NET ASSETS ANNUAL RATE
--------------------------------------------- -----------
First $500 million 0.60%
Over $500 million to and including $1 billion 0.55%
Over $1 billion to and including $1.5 billion 0.50%
Over $1.5 billion 0.45%
INVESCO XXX XXXXXX HIGH YIELD MUNICIPAL FUND
NET ASSETS ANNUAL RATE
------------------------------------------- -----------
First $300 million 0.60%
Next $300 million 0.55%
Over $600 million 0.50%
INVESCO XXX XXXXXX INTERMEDIATE TERM MUNICIPAL INCOME FUND
INVESCO XXX XXXXXX MUNICIPAL INCOME FUND
2
NET ASSETS ANNUAL RATE
---------------------- -----------
First $500 million 0.50%
Over $500 million 0.45%
INVESCO XXX XXXXXX NEW YORK TAX FREE INCOME FUND
NET ASSETS ANNUAL RATE
--------------------- -----------
First $500 million 0.47%
Over $500 million 0.445%"
2. In all other respects, the Agreement is hereby confirmed and remains
in full force and effect.
3
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their respective officers on the date first written above.
AIM TAX-EXEMPT FUNDS
(INVESCO TAX-EXEMPT FUNDS)
Attest: /s/ Xxxxx X. Xxxxxxxx By: /s/ Xxxx X. Xxxx
---------------------------- ----------------------------
Assistant Secretary Xxxx X. Xxxx
Senior Vice President
(SEAL)
INVESCO ADVISERS, INC.
Attest: /s/ Xxxxx X. Xxxxxxxx By: /s/ Xxxx X. Xxxx
----------------------------- ----------------------------
Assistant Secretary Xxxx X. Xxxx
Senior Vice President
(SEAL)
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