AMENDMENT NO. 12 TO AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF AIM TAX-EXEMPT FUNDS (INVESCO TAX-EXEMPT FUNDS)

AMENDMENT NO. 12
TO AMENDED AND RESTATED
AGREEMENT AND DECLARATION OF TRUST OF
AIM TAX-EXEMPT FUNDS (INVESCO TAX-EXEMPT FUNDS)

          This Amendment No. 12 (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 December 1, 2011, 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 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 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 December 1, 2011.

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 High Income Municipal Fund		Class A Shares Class B Shares Class C Shares Class Y Shares Institutional Class Shares
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 Y Shares Institutional Class Shares
Invesco Xxx Xxxxxx High Yield Municipal Fund		Class A Shares Class B Shares Class C Shares Class Y Shares Institutional Class Shares
Invesco Xxx Xxxxxx Intermediate Term Municipal Income Fund		Class A Shares Class B Shares Class C Shares Class Y Shares

PORTFOLIO		CLASSES OF EACH PORTFOLIO
Invesco Xxx Xxxxxx Municipal Income Fund		Class A Shares Class B Shares Class C Shares Class Y Shares
Invesco Xxx Xxxxxx New York Tax Free Income Fund		Class A Shares Class B Shares Class C Shares Class Y Shares”