AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES AGREEMENT

AMENDMENT NO. 3

TO

SECOND AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES
AGREEMENT

     The Second Amended and Restated Master Administrative Services Agreement (the “Agreement”), dated July 1, 2006, by and between Invesco Advisers, Inc., a Delaware corporation, and AIM Tax-Exempt Funds, a Delaware statutory trust is hereby amended as follows:

W I T N E S S E T H:

     WHEREAS, AIM Tax-Exempt Funds is now called AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds); and

     WHEREAS, the following Portfolios have been renamed:

CURRENT NAME		NEW NAME
AIM High Income Municipal Fund		Invesco High Income Municipal Fund
AIM Tax-Exempt Cash Fund		Invesco Tax-Exempt Cash Fund
AIM Tax-Free Intermediate Fund		Invesco Tax-Free Intermediate Fund;

     NOW, THEREFORE, the parties agree that;

	1.		All references to AIM Tax-Exempt Funds in the Agreement are deleted and replaced with AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds).
	2.		Appendix A of the Agreement is hereby deleted in its entirety and replaced with the following:

“APPENDIX A
FEE SCHEDULE TO
SECOND AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES
AGREEMENT OF
AIM TAX-EXEMPT FUNDS (INVESCO TAX-EXEMPT FUNDS)

Portfolios		Effective Date of Agreement
Invesco High Income Municipal Fund		July 1, 2006
Invesco Tax-Exempt Cash Fund		July 1, 2006
Invesco Tax-Free Intermediate Fund		July 1, 2006
Invesco Municipal Fund		February 12, 2010
Invesco Tax-Exempt Securities Fund		February 12, 0000
Xxxxxxx Xxx Xxxxxx Xxxxxxxxxx Insured Tax Free Fund		February 12, 2010
Invesco Xxx Xxxxxx High Yield Municipal Fund		February 12, 2010
Invesco Xxx Xxxxxx Insured Tax Free Income Fund		February 12, 2010

Portfolios		Effective Date of Agreement
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, 2010

     The Administrator may receive from each Portfolio reimbursement for costs or reasonable compensation for such services as follows:

Rate*		Net Assets
0.023%		First $1.5 billion
0.013%		Next $1.5 billion
0.003%		Over $3 billion

* Annual minimum fee is $50,000. An additional $10,000 per class of shares is charged for each class other than the initial class. The $10,000 class fee is waived for any of the above Portfolios with insufficient assets to result in the payment of more than the minimum fee of $50,000.”

     All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.

Dated: April 30, 2010

						INVESCO ADVISERS, INC.
Attest:		/s/ Xxxxxxx X. Xxxxx		By:		/s/ Xxxx X. Xxxx
		Assistant Secretary				Xxxx X. Xxxx Senior Vice President
(SEAL)
						AIM TAX-EXEMPT FUNDS (INVESCO TAX-EXEMPT FUNDS)
Attest:		/s/ Xxxxxxx X. Xxxxx Assistant Secretary		By:		/s/ Xxxx X. Xxxx Xxxx X. Xxxx Senior Vice President
(SEAL)

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