AMENDMENT NO. 4 TO MASTER INVESTMENT ADVISORY AGREEMENT

AMENDMENT NO. 4

TO

MASTER INVESTMENT ADVISORY AGREEMENT

     This Amendment dated as of April 30, 2010, amends the Master Investment Advisory Agreement (the “Agreement”), dated June 1, 2000, between AIM Tax-Exempt Funds, a Delaware statutory trust, and Invesco Advisers, Inc., a Delaware corporation.

WITNESSETH:

     WHEREAS, AIM Tax-Exempt Funds is now named 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 Agreement are hereby deleted and replaced with AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds).
	2.		Appendix A and Appendix B to the Agreement are hereby deleted in their entirety and replaced with the following:

“APPENDIX A
FUNDS AND EFFECTIVE DATES

Name of Fund		Effective Date of Advisory Agreement
Invesco High Income Municipal Fund				June 1, 2000
Invesco Tax-Exempt Cash Fund				June 1, 2000
Invesco Tax-Free Intermediate Fund				June 1, 2000
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

Name of Fund		Effective Date of Advisory Agreement
Invesco Xxx Xxxxxx Municipal Income Fund				February 12, 0000
Xxxxxxx Xxx Xxxxxx Xxx Xxxx Tax Free Income Fund				February 12, 2010

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APPENDIX B
COMPENSATION TO THE ADVISOR

     The Trust shall pay the Adviser, out of the assets of a Fund, as full compensation for all services rendered, an advisory fee for such Fund set forth below. Such fee shall be calculated by applying the following annual rates to the average daily net assets of such Fund for the calendar year computed in the manner used for the determination of the net asset value of shares of such Fund.

Invesco Tax-Free Intermediate Fund

Net Assets		Annual Rate
First $500 million			0.30	%
Over $500 million to and including $1 billion			0.25	%
Over $1 billion			0.20	%

Invesco Tax-Exempt Cash Fund

Net Assets		Annual Rate
All Assets			0.35	%

Invesco High Income Municipal Fund

Net Assets		Annual Rate
First $500 million			0.60	%
Over $500 million to and including $1 billion			0.55	%
Over $1 billion to and including $1.5 billion			0.50	%
Over $1.5 billion			0.45	%

Invesco Municipal Fund

Net Assets		Annual Rate
All Assets			0.375	%

Invesco Tax-Exempt Securities Fund

Net Assets		Annual Rate
First $500 million			0.42	%
Next $250 million			0.345	%
Next $250 million			0.295	%
Next $250 million			0.27	%
Next $1.5 billion			0.245	%
Over $2.5 billion			0.22	%

0

Xxxxxxx Xxx Xxxxxx Xxxxxxxxxx Insured Tax Free Fund

Net Assets		Annual Rate
First $100 million			0.50	%
Next $150 million			0.45	%
Next $250 million			0.425	%
Over $500 million			0.40	%

Invesco Xxx Xxxxxx High Yield Municipal Fund

Net Assets		Annual Rate
First $300 million			0.60	%
Next $300 million			0.55	%
Over $600 million			0.50	%

Invesco Xxx Xxxxxx Insured Tax Free Income Fund

Net Assets		Annual Rate
First $500 million			0.525	%
Next $500 million			0.50	%
Next $500 million			0.475	%
Over $1.5 billion			0.45	%

Invesco Xxx Xxxxxx Intermediate Term Municipal Income Fund
Invesco Xxx Xxxxxx Municipal Income Fund

Net Assets		Annual Rate
First $500 million			0.50	%
Over $500 million			0.45	%

Invesco Xxx Xxxxxx New York Tax Free Income Fund

Net Assets		Annual Rate
First $500 million			0.47	%
Over $500 million			0.445	%”

2. In all other respects, the Agreement is hereby confirmed and remains in full force and effect.

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective officers on the date first written above.

AIM TAX-EXEMPT FUNDS

(INVESCO TAX-EXEMPT FUNDS)

Attest:		/s/ Xxxxxxx X. Xxxxx		By:		/s/ Xxxx X. Xxxx
		Assistant Secretary				Xxxx X. Xxxx
						Senior Vice President
(SEAL)
						INVESCO ADVISERS, INC.
Attest:		/s/ Xxxxxxx X. R xxxx		By:		/s/ Xxxx X. Xxxx
		Assistant Secretary				Xxxx X. Xxxx
						Senior Vice President
(SEAL)

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