AMENDMENT NO. 2 TO MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS

AMENDMENT NO. 2
TO
MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS

     This Amendment dated as of February 12, 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., formerly AIM Funds Management Inc., 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, the parties desire to amend the Contract to add the following series portfolios: Invesco Municipal Fund, Invesco Tax-Exempt Securities Fund, Invesco ▇▇▇ ▇▇▇▇▇▇ California Insured Tax Free Fund, Invesco ▇▇▇ ▇▇▇▇▇▇ High Yield Municipal Fund, Invesco ▇▇▇ ▇▇▇▇▇▇ Insured Tax Free Income Fund, Invesco ▇▇▇ ▇▇▇▇▇▇ Intermediate Term Municipal Income Fund, Invesco ▇▇▇ ▇▇▇▇▇▇ Municipal Income Fund and Invesco ▇▇▇ ▇▇▇▇▇▇ New York Tax Free Income Fund;

     NOW, THEREFORE, the parties agree as follows;

1.

Exhibit A to the Contract is hereby deleted in its entirety and replaced with the following:

“EXHIBIT A

Funds

AIM High Income Municipal Fund
AIM Tax-Exempt Cash Fund
AIM Tax-Free Intermediate Fund
Invesco Municipal Fund
Invesco Tax-Exempt Securities Fund
Invesco ▇▇▇ ▇▇▇▇▇▇ California Insured Tax Free Fund
Invesco ▇▇▇ ▇▇▇▇▇▇ High Yield Municipal Fund
Invesco ▇▇▇ ▇▇▇▇▇▇ Insured Tax Free Income 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.