0001193125-15-233398 Sample Contracts

TERMINATION AGREEMENT
Termination Agreement • June 24th, 2015 • Aim Tax Exempt Funds (Invesco Tax-Exempt Funds)

This Agreement is made as of January 16, 2015, by and among Invesco Advisers, Inc. (the “Adviser”) and Invesco Australia Limited (the “Subadviser”).

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AMENDMENT NO. 7 TO SECOND AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES AGREEMENT
Master Administrative Services • June 24th, 2015 • Aim Tax Exempt Funds (Invesco Tax-Exempt Funds)

This Amendment dated as of January 30, 2015, 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:

AMENDMENT NO. 17 TO AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF AIM TAX-EXEMPT FUNDS (INVESCO TAX-EXEMPT FUNDS)
Agreement and Declaration of Trust • June 24th, 2015 • Aim Tax Exempt Funds (Invesco Tax-Exempt Funds)

This Amendment No. 17 (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 January 30, 2015, the Amended and Restated Agreement and Declaration of Trust of the Trust dated as of September 14, 2005, as amended (the “Agreement”).

AMENDMENT NO. 6 TO MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS
Aim Tax Exempt Funds (Invesco Tax-Exempt Funds) • June 24th, 2015

This Amendment dated as of January 30, 2015, 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 (Invesco Tax-Exempt Funds), and each of Invesco Canada Ltd., Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Ltd., Invesco Hong Kong Limited and Invesco Senior Secured Management, Inc. (each a “Sub-Adviser” and, collectively, the “Sub-Advisers”).

AMENDMENT NO. 7 TO MASTER INVESTMENT ADVISORY AGREEMENT
Master Investment Advisory Agreement • June 24th, 2015 • Aim Tax Exempt Funds (Invesco Tax-Exempt Funds)

This Amendment dated as of January 30, 2015, amends the Master Investment Advisory Agreement (the “Agreement”), dated June 1, 2000, between AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds), a Delaware statutory trust, and Invesco Advisers, Inc., a Delaware corporation.

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