AMENDMENT NO. 2 TO AMENDED AND RESTATED MASTER INVESTMENT ADVISORY AGREEMENT

Exhibit 99.d(2)c

AMENDMENT NO. 2

AMENDED AND RESTATED MASTER INVESTMENT ADVISORY AGREEMENT

This Amendment dated as of July 1, 2024, amends the Master Investment Advisory Agreement (the "Agreement"), dated July 1, 2020, 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 change contractual advisory fees for Invesco Municipal Income Fund and Invesco Intermediate Term Municipal Income Fund

NOW, THEREFORE, the parties agree that;

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 AMT-Free Municipal Income Fund		May 24, 2019
Invesco California Municipal Fund		May 24, 2019
Invesco Environmental Focus Municipal Fund		May 24, 2019
Invesco High Yield Municipal Fund		February 12, 2010
Invesco Intermediate Term Municipal Income Fund		February 12, 2010
Invesco Limited Term California Municipal Fund		May 24, 2019
Invesco Limited Term Municipal Income Fund		June 1, 2000
Invesco Municipal Income Fund		February 12, 2010
Invesco New Jersey Municipal Fund		May 24, 2019
Invesco Pennsylvania Municipal Fund		May 24, 2019
Invesco Rochester® AMT-Free New York Municipal Fund		May 24, 2019
Invesco Rochester® Limited Term New York Municipal Fund		May 24, 2019
Invesco Rochester® Municipal Opportunities Fund		May 24, 2019
Invesco Rochester® New York Municipals Fund		May 24, 2019

APPENDIX B

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 AMT-Free Municipal Income Fund

Invesco Rochester® AMT-Free New York Municipal Fund*

Net Assets	Annual Rate
First $200 million		0.600	%
Next $100 million		0.550	%
Next $200 million		0.500	%
Next $250 million		0.450	%
Next $250 million		0.400	%
Next $4 billion		0.350	%
Over $5 billion		0.330	%

Invesco California Municipal Fund*

Net Assets	Annual Rate
First $500 million		0.480	%
Next $250 million		0.455	%
Next $250 million		0.425	%
Next $500 million		0.380	%
Next $500 million		0.370	%
Next $500 million		0.355	%
Next $1.5 billion		0.350	%
Over $4 billion		0.330	%

Invesco Environmental Focus Municipal Fund*

Net Assets	Annual Rate
First $500 million		0.40	%
Next $500 million		0.35	%
Next $500 million		0.30	%
Over $1.5 billion		0.28	%

Invesco High Yield Municipal Fund

Net Assets	Annual Rate
First $300 million		0.60	%
Next $300 million		0.55	%
Over $600 million		0.50	%

Invesco Intermediate Term Municipal Income Fund

Net Assets	Annual Rate
First $500 million		0.50	%
Next $250 million		0.45	%
Next $250 million		0.425	%
Next $4 billion		0.3325	%
Over $5 billion		0.31	%

Invesco Limited Term California Municipal Fund*

Net Assets	Annual Rate
First $100 million		0.500	%
Next $150 million		0.450	%
Next $1.75 billion		0.400	%
Over $2 billion		0.390	%

Invesco Limited Term Municipal Income 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 Municipal Income Fund

Net Assets	Annual Rate
First $500 million		0.50	%
Next $4.5 billion		0.45	%
Over $5 billion		0.43	%

Invesco New Jersey Municipal Fund*

Net Assets	Annual Rate
First $200 million		0.600	%
Next $100 million		0.550	%
Next $200 million		0.500	%
Next $250 million		0.450	%
Next $250 million		0.400	%
Over $1 billion		0.350	%

Invesco Pennsylvania Municipal Fund*

Net Assets	Annual Rate
First $500 million		0.510	%
Next $250 million		0.410	%
Next $250 million		0.400	%
Next $1 billion		0.380	%
Next $3 billion		0.345	%
Over $5 billion		0.330	%

Invesco Rochester® Limited Term New York Municipal Fund*

Net Assets	Annual Rate
First $100 million		0.500	%
Next $150 million		0.450	%
Next $1.75 billion		0.400	%
Next $3 billion		0.390	%
Next $5 billion		0.380	%
Over $10 billion		0.370	%

Invesco Rochester® Municipal Opportunities Fund*

Net Assets	Annual Rate
First $200 million		0.600	%
Next $100 million		0.550	%
Next $200 million		0.500	%
Next $250 million		0.450	%
Next $250 million		0.400	%
Next $10 billion		0.350	%
Over $10 billion		0.340	%

Invesco Rochester® New York Municipals Fund*

Net Assets	Annual Rate
First $500 million		0.480	%
Next $4.5 billion		0.455	%
Next $3 billion		0.450	%
Next $6 billion		0.440	%
Over $14 billion		0.420	%

* The advisory fee payable by the Fund shall be reduced by any amounts paid by such Fund under the Administrative Services Agreement between such Fund and Invesco Advisers, Inc.”

In all other respects, the Agreement is hereby confirmed and remains in full force and effect.

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)

	By:	/s/ Xxxxxxx Xxxxxxx
		Xxxxxxx Xxxxxxx
		Secretary, Senior Vice President and Chief Legal Officer

	INVESCO ADVISERS, INC.

	By:	/s/ Xxxx Xxxx
		Xxxx Xxxx
		Senior Vice President

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AMENDMENT NO. 2 TO AMENDED AND RESTATED MASTER INVESTMENT ADVISORY AGREEMENT

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