AMENDMENT NO. 7 TO AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF AIM TAX-EXEMPT FUNDS

AMENDMENT NO. 7
TO AMENDED AND RESTATED
AGREEMENT AND DECLARATION OF TRUST OF
AIM TAX-EXEMPT FUNDS

     This Amendment No. 7 (the “Amendment”) to the Amended and Restated Agreement and Declaration of Trust of AIM Tax-Exempt Funds (the “Trust”) amends, effective [ 2010], the Amended and Restated Agreement and Declaration of Trust of the Trust dated as of September 14, 2005, as amended (the “Agreement”).

     Under Section 9.7 of the Agreement, this Amendment may be executed by a duly authorized officer of the Trust.

     WHEREAS, the Trust desires to amend the Agreement to remove ▇▇▇ ▇▇▇▇▇▇ Strategic Municipal Income Fund; and

     WHEREAS, the Trust desires to amend the Agreement to changed the name of ▇▇▇ ▇▇▇▇▇▇ California Insured Tax Free Fund, ▇▇▇ ▇▇▇▇▇▇ High Yield Municipal Fund, ▇▇▇ ▇▇▇▇▇▇ Insured Tax Free Income Fund, ▇▇▇ ▇▇▇▇▇▇ Intermediate Term Municipal Income Fund, ▇▇▇ ▇▇▇▇▇▇ Municipal Income Fund, ▇▇▇ ▇▇▇▇▇▇ New York Tax Free Income Fund and ▇▇▇ ▇▇▇▇▇▇ Strategic Municipal Income Fund to 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 and Invesco ▇▇▇ ▇▇▇▇▇▇ Strategic Municipal Income Fund, respectively;NOW, THEREFORE, the Agreement is hereby amended as follows:

     1. Schedule A of the Agreement is hereby amended and restated to read in its entirety as set forth on Exhibit 1 to this Amendment.

     2. All references in the Agreement to “this Agreement” shall mean the Agreement as amended by this Amendment.

     3. Except as specifically amended by this Amendment, the Agreement is hereby confirmed and remains in full force and effect.

     IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the Trust, has executed this Amendment as of [       ].

EXHIBIT 1

“SCHEDULE A
AIM TAX-EXEMPT FUNDS
PORTFOLIOS AND CLASSES THEREOF

PORTFOLIO		CLASSES OF EACH PORTFOLIO
AIM High Income Municipal Fund		Class A Shares Class B Shares Class C Shares Class Y Shares Institutional Class Shares
AIM Tax-Exempt Cash Fund		Class A Shares Class Y Shares Investor Class Shares
AIM Tax-Free Intermediate Fund		Class A Shares Class A2 Shares Class Y Shares Institutional Class Shares
Invesco Municipal Fund		Class A Shares Class B Shares Class C Shares Class Y Shares
Invesco Tax-Exempt Securities Fund		Class A Shares Class B Shares Class C Shares Class Y Shares
Invesco ▇▇▇ ▇▇▇▇▇▇ California Insured Tax Free Fund		Class A Shares Class B Shares Class C Shares Class Y Shares
Invesco ▇▇▇ ▇▇▇▇▇▇ High Yield Municipal Fund		Class A Shares Class B Shares Class C Shares Class Y Shares
Invesco ▇▇▇ ▇▇▇▇▇▇ Insured Tax Free Income Fund		Class A Shares Class B Shares Class C Shares Class Y Shares
Invesco ▇▇▇ ▇▇▇▇▇▇ Intermediate Term Municipal Income Fund		Class A Shares Class B Shares Class C Shares Class Y Shares

Invesco ▇▇▇ ▇▇▇▇▇▇ Municipal Income Fund		Class A Shares Class B Shares Class C Shares Class Y Shares
Invesco ▇▇▇ ▇▇▇▇▇▇ New York Tax Free Income Fund		Class A Shares Class B Shares Class C Shares Class Y Shares”