AMENDMENT NO. 5 TO MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS

AMENDMENT NO. 5

TO

MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS

     This Amendment dated as of September 24, 2012, 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 (Invesco Tax-Exempt Funds), and each of Invesco Canada Ltd., 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”).

W I T N E S S E T H:

     WHEREAS, the Trust desires to amend the Agreement to (i) remove Invesco High Income Municipal Fund, and (ii) 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;

     NOW, THEREFORE, the parties agree that;

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

“EXHIBIT A

Funds

Invesco Tax-Exempt Cash Fund
Invesco Tax-Free Intermediate Fund
Invesco High Yield Municipal Fund
Invesco Intermediate Term Municipal Income Fund
Invesco Municipal Income Fund
Invesco 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

	INVESCO CANADA LTD. Sub-Adviser
	By:	/s/ Xxxx Xxxxxxx
	Name:		Xxxx Xxxxxxx
	Title:		Senior Vice President
	By:	/s/ Xxxxx X. Xxxxxx
	Name:		Xxxxx X. Xxxxxx
	Title:		EVP & CFO

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

	INVESCO ASSET MANAGEMENT LIMITED Sub-Adviser
	By:	/s/ Xxxxxx Xxxxxxxxx
	Name:		Xxxxxx Xxxxxxxxx
	Title:		Director

	INVESCO ASSET MANAGEMENT (JAPAN) LTD. Sub-Adviser
	By:	/s/ Xxxxxxxx Xxxxxxxx
	Name:		Xxxxxxxx Xxxxxxxx
	Title:		Managing Director

	INVESCO AUSTRALIA LIMITED Sub-Adviser
	By:	/s/ Xxxx Xxxxxxx           /s/ Xxxx Xxxxxxx
	Name:		Xxxx Xxxxxxx               Xxxx Xxxxxxx
	Title:		Company Secretary   Director

	INVESCO HONG KONG LIMITED Sub-Adviser
	By:	/s/ Xxxxxx Xxx        /s/ Xxxxx Xxx
	Name:		Xxxxxx Xxx            Xxxxx Xxx
	Title:		Director               Director

	INVESCO SENIOR SECURED MANAGEMENT, INC. Sub-Adviser
	By:	/s/ Xxxxxxx X. Xxxxx
	Name:		Xxxxxxx X. Xxxxx
	Title:		Secretary & General Counsel