AMENDMENT NO. 4 TO SECOND AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES AGREEMENT

AMENDMENT NO. 4

TO

SECOND AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES AGREEMENT

     This Amendment dated as of December 1, 2011, amends 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 (Invesco Tax-Exempt Funds), a Delaware statutory trust is hereby amended as follows:

W I T N E S S E T H:

     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 parties agree that;

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 (INVESCO TAX-EXEMPT FUNDS)

Portfolios		Effective Date of Agreement
Invesco High Income Municipal Fund		July 1, 2006
Invesco Tax-Exempt Cash Fund		July 1, 2006
Invesco Tax-Free Intermediate Fund		July 1, 2006
Invesco Xxx Xxxxxx High Yield Municipal 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.

								INVESCO ADVISERS, INC.
Attest:		/s/ Xxxxx X. Xxxxxxxx				By:		/s/ Xxxx X. Xxxx
		Assistant Secretary						Xxxx X. Xxxx      Senior Vice President
(SEAL)
								AIM TAX-EXEMPT FUNDS (INVESCO TAX-EXEMPT FUNDS)
Attest:		/s/ Xxxxx X. Xxxxxxxx				By:		/s/ Xxxx X. Xxxx
		Assistant Secretary						Xxxx X. Xxxx
								Senior Vice President

(SEAL)

2