AMENDMENT NO. 5 TO MASTER INVESTMENT ADVISORY AGREEMENT

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)

4