AMENDMENT NO. 3 TO MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS

AMENDMENT NO. 3

TO

MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS

     This Amendment dated as of April 30, 2010, 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, and each of Invesco Trimark 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”).

WITNESSETH:

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

     WHEREAS, the following Funds 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 Contract are hereby deleted and replaced with AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds).
	2.		Exhibit A to the Contract is hereby deleted in its entirety and replaced with the following:

“EXHIBIT A

Funds

Invesco High Income Municipal Fund

Invesco Tax-Exempt Cash Fund

Invesco Tax-Free Intermediate Fund

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

Invesco Xxx Xxxxxx 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

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		INVESCO TRIMARK LTD.
		Sub-Adviser
		By:		/s/ Xxxx X. Xxxxxxx
		Name:		Xxxx X. Xxxxxxx
		Title:		Senior Vice President, Legal and Secretary
		By:		/s/ Xxxxx Xxxxxx
		Name:		Xxxxx Xxxxxx
		Title:		Vice President, Compliance & Chief Compliance Officer

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

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		INVESCO ASSET MANAGEMENT LIMITED
		Sub-Adviser
		By:		/s/ Xxxxxxxx Xxxxx
		Name:		Xxxxxxxx Xxxxx
		Title:		Head of Legal for UK & Ireland

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

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		INVESCO AUSTRALIA LIMITED
		Sub-Adviser
		By:		/s/ Xxxxxx Xxxx
		Name:		Xxxxxx Xxxx
		Title:		Director
		By:		/s/ Xxx Xxxxxxx
		Name:		Xxx Xxxxxxx
		Title:		Head of Legal

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

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

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