AMENDMENT NO. 5 TO MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS

AMENDMENT NO. 5

TO

MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS

     This Amendment dated as of September 24, 2012, 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 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 (i) remove Invesco High Income Municipal Fund, and (ii) change the names of Invesco ▇▇▇ ▇▇▇▇▇▇ High Yield Municipal Fund to Invesco High Yield Municipal Fund, Invesco ▇▇▇ ▇▇▇▇▇▇ Intermediate Term Municipal Income Fund to Invesco Intermediate Term Municipal Income Fund, Invesco ▇▇▇ ▇▇▇▇▇▇ Municipal Income Fund to Invesco Municipal Income Fund and Invesco ▇▇▇ ▇▇▇▇▇▇ New York Tax Free Income Fund to Invesco New York 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 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.