AMENDMENT NO. 2 TO MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS

AMENDMENT NO. 2
TO
MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS

     This Amendment dated as of February 12, 2010, 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, 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”).

WITNESSETH:

     WHEREAS, the parties desire to amend the Contract to add the following series portfolios: Invesco Municipal Fund, Invesco Tax-Exempt Securities Fund, Invesco Xxx Xxxxxx California Insured Tax Free Fund, Invesco Xxx Xxxxxx High Yield Municipal Fund, Invesco Xxx Xxxxxx Insured Tax Free Income Fund, Invesco Xxx Xxxxxx Intermediate Term Municipal Income Fund, Invesco Xxx Xxxxxx Municipal Income Fund and Invesco Xxx Xxxxxx New York Tax Free Income Fund;

     NOW, THEREFORE, the parties agree as follows;

1. Exhibit A to the Contract is hereby deleted in its entirety and replaced with the following:

“EXHIBIT A

Funds

AIM High Income Municipal Fund
AIM Tax-Exempt Cash Fund
AIM Tax-Free Intermediate Fund
Invesco Municipal Fund
Invesco Tax-Exempt Securities Fund
Invesco Xxx Xxxxxx California Insured Tax Free Fund
Invesco Xxx Xxxxxx High Yield Municipal Fund
Invesco Xxx Xxxxxx Insured Tax Free Income 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

2

	INVESCO TRIMARK LTD. Sub-Adviser
	By:	/s/ Xxxxxxx Xxx
		Name:	Xxxxxxx Xxx
		Title:	Assistant Secretary
	By:	/s/ Xxxx Xxxxxxx
		Name:	Xxxx Xxxxxxx
		Title:	VP, Fund Accounting & CFO, Funds

3

	INVESCO ASSET MANAGEMENT DEUTSCHLAND GMBH Sub-Adviser
	By:	/s/ Xxxx X Xxxxx
		Name:	Xxxx Xxxxx Xxxxx
		Title:	Managing Director
	By:	/s/ X Xxxxxxxxx
		Name:	/s/ X Xxxxxxxxx
		Title:	/s/ Managing Director

4

	INVESCO ASSET MANAGEMENT LIMITED Sub-Adviser
	By:	/s/ Xxxxxxxx Xxxxx
		Name:	Xxxxxxxx Xxxxx
		Title:	Head of Legal for UK & Ireland

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
		Name:	Xxxx Xxxxxxx
		Title:	Head of Product and Marketing
	By:	/s/ Xxx Xxxxxxx
		Name:	Xxx Xxxxxxx
		Title:	Head of Legal

7

	INVESCO HONG KONG LIMITED Sub-Adviser
	By:	/s/ Xxxx Xxxx
		Name:	Xxxx Xxxx
		Title:	Director
	By:	/s/ Xxxxxx Xxxxxxx
		Name:	Xxxxxx Xxxxxxx
		Title:	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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