AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES AGREEMENT

AMENDMENT NO. 2

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:

WITNESSETH:

     WHEREAS, the parties desire to amend the Agreement to add the following series portfolios: Invesco Municipal Fund, Invesco Tax-Exempt Securities Fund, Invesco Xxx Xxxxxx California Insured Tax Free Fund, Invesco Xxx Xxxxxx High Yield Municipal Fund, Invesco Xxx Xxxxxx Insured Tax Free Income Fund, Invesco Xxx Xxxxxx Intermediate Term Municipal Income Fund, Invesco Xxx Xxxxxx Municipal Income Fund and Invesco Xxx Xxxxxx New York Tax Free Income Fund (collectively, the “Funds”).

     NOW, THEREFORE, the parties agree as follows;

1. 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

Portfolios		Effective Date of Agreement
AIM High Income Municipal Fund		July 1, 2006
AIM Tax-Exempt Cash Fund		July 1, 2006
AIM 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
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: February 12, 2010

						INVESCO ADVISERS, INC.
Attest:		/s/ Xxxxxxx Xxxxxxx				By:		/s/ Xxxx X. Xxxx
		Assistant Secretary						Xxxx X. Xxxx Senior Vice President

(SEAL)

						AIM TAX-EXEMPT FUNDS
Attest:		/s/ Xxxxxxx Xxxxxxx				By:		/s/ Xxxx X. Xxxx
		Assistant Secretary						Xxxx X. Xxxx Senior Vice President

(SEAL)

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