AMENDMENT NO. 4 TO MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS

AMENDMENT NO. 4

TO

MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS

     This Amendment dated as of December 1, 2011, 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. (previously known as 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”).

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 ▇▇▇ ▇▇▇▇▇▇ California Insured Tax Free Fund and Invesco ▇▇▇ ▇▇▇▇▇▇ Insured Tax Free Income Fund;

     NOW, THEREFORE, the parties agree that;

1.

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 ▇▇▇ ▇▇▇▇▇▇ High Yield Municipal Fund
Invesco ▇▇▇ ▇▇▇▇▇▇ Intermediate Term Municipal Income Fund
Invesco ▇▇▇ ▇▇▇▇▇▇ Municipal Income Fund
Invesco ▇▇▇ ▇▇▇▇▇▇ 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 CANADA LTD.

Sub-Adviser

By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇

Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇

Title: Senior Vice President and Secretary

By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇

Name: ▇▇▇▇▇ ▇▇▇▇▇▇

Title: Vice President, Compliance & Chief
Compliance Officer

INVESCO ASSET MANAGEMENT
DEUTSCHLAND GMBH

Sub-Adviser

By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇

Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇

Title: Managing Directors

INVESCO ASSET MANAGEMENT LIMITED

Sub-Adviser

By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇

Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇

Title: Director

INVESCO ASSET MANAGEMENT (JAPAN) LTD.

Sub-Adviser

By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇

Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇

Title: Managing Director

INVESCO AUSTRALIA LIMITED

Sub-Adviser

By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇, /s/ ▇▇▇▇ ▇▇▇▇▇▇▇

Name: ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇

Title: Company Secretary, Director

INVESCO HONG KONG LIMITED

Sub-Adviser

By: /s/ ▇▇▇▇ ▇▇▇▇, /s/ ▇▇▇▇▇ ▇▇▇

Name: ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇

Title: Directors

INVESCO SENIOR SECURED MANAGEMENT, INC.

Sub-Adviser

By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

Title: Secretary & General Counsel