AMENDMENT NO. 14 TO AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF AIM TAX-EXEMPT FUNDS (INVESCO TAX-EXEMPT FUNDS)

AMENDMENT NO. 14
TO AMENDED AND RESTATED
AGREEMENT AND DECLARATION OF TRUST OF
AIM TAX-EXEMPT FUNDS (INVESCO TAX-EXEMPT FUNDS)

          This Amendment No. 14 (the “Amendment”) to the Amended and Restated Agreement and Declaration of Trust of AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds) (the “Trust”) amends, effective September 24, 2012, the Amended and Restated Agreement and Declaration of Trust of the Trust dated as of September 14, 2005, as amended (the “Agreement”).

          Under Section 9.7 of the Agreement, this Amendment may be executed by a duly authorized officer of the Trust.

          WHEREAS, the Trust desires to amend the Agreement to (i) change the names of Invesco Xxx Xxxxxx High Yield Municipal Fund to Invesco High Yield Municipal Fund, Invesco Xxx Xxxxxx Intermediate Term Municipal Income Fund to Invesco Intermediate Term Municipal Income Fund, Invesco Xxx Xxxxxx Municipal Income Fund to Invesco Municipal Income Fund and Invesco Xxx Xxxxxx New York Tax Free Income Fund to Invesco New York Tax Free Income Fund and (ii) change the name of Institutional Class Shares to Class R5 Shares;

          NOW, THEREFORE, the Agreement is hereby amended as follows:

     1. Schedule A of the Agreement is hereby amended and restated to read in its entirety as set forth on Exhibit 1 to this Amendment.

     2. All references in the Agreement to “this Agreement” shall mean the Agreement as amended by this Amendment.

     3. Except as specifically amended by this Amendment, the Agreement is hereby confirmed and remains in full force and effect.

     IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the Trust, has executed this Amendment as of July 16, 2012.

		By:		/s/ Xxxx X. Xxxx
		Name:		Xxxx X. Xxxx
		Title:		Senior Vice President

EXHIBIT 1

“SCHEDULE A
AIM TAX-EXEMPT FUNDS (INVESCO TAX-EXEMPT FUNDS)
PORTFOLIOS AND CLASSES THEREOF

PORTFOLIO		CLASSES OF EACH PORTFOLIO
Invesco Tax-Exempt Cash Fund		Class A Shares
		Class Y Shares
		Investor Class Shares
Invesco Tax-Free Intermediate Fund		Class A Shares
		Class A2 Shares
		Class R5 Shares
		Class Y Shares
Invesco High Yield Municipal Fund		Class A Shares
		Class B Shares
		Class C Shares
		Class R5 Shares
		Class Y Shares
Invesco Intermediate Term Municipal Income Fund		Class A Shares
		Class B Shares
		Class C Shares
		Class Y Shares
Invesco Municipal Income Fund		Class A Shares
		Class B Shares
		Class C Shares
		Class Y Shares
Invesco New York Tax Free Income Fund		Class A Shares
		Class B Shares
		Class C Shares
		Class Y Shares”