0000950123-10-061706 Sample Contracts

AMENDED AND RESTATED MASTER CUSTODIAN CONTRACT
Master Custodian Contract • June 28th, 2010 • Aim Tax Exempt Funds (Invesco Tax-Exempt Funds) • Massachusetts

This Contract is made as of June 1, 2010 by and between each entity set forth in Appendix A hereto (as such Appendix A may be amended from time to time) (each such entity and each entity made subject to this Contract in accordance with Sections 18 or 19 hereof, referred to herein as a “Fund”) and State Street Bank and Trust Company, a Massachusetts trust company, having its principal place of business at One Lincoln Street, Boston, Massachusetts, 02110, hereinafter called the “Custodian.”

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AMENDMENT NO. 13 TO FIRST RESTATED MASTER DISTRIBUTION AGREEMENT (CLASS B AND CLASS B5 SHARES)
Master Distribution Agreement • June 28th, 2010 • Aim Tax Exempt Funds (Invesco Tax-Exempt Funds)

The First Restated Master Distribution Agreement (Class B Shares and Class B5 Shares with respect to AIM Money Market Fund) (the “Agreement”) made as of the 18th day of August, 2003, as subsequently amended, and as restated the 20th day of September, 2006, by and between each registered investment company set forth on Schedule A to the Agreement (each individually referred to as the “Fund”, or collectively, the “Funds”), severally, on behalf of each of its series of common stock or beneficial interest, as the case may be, set forth on Schedule A to the Agreement (each, a “Portfolio”), with respect to the Class B Shares of each Portfolio and Class B5 Shares of AIM Money Market Fund (the “Shares”), and INVESCO AIM DISTRIBUTORS, INC., a Delaware corporation (the “Distributor”), is hereby amended as follows:

AMENDMENT NO. 1 TO SECOND RESTATED MASTER DISTRIBUTION AGREEMENT (CLASS B AND CLASS B5 SHARES)
Master Distribution Agreement • June 28th, 2010 • Aim Tax Exempt Funds (Invesco Tax-Exempt Funds)

The Second Restated Master Distribution Agreement (Class B Shares and Class B5 Shares with respect to AIM Money Market Fund) (the “Agreement”) made as of the 18th day of August, 2003, as subsequently amended, and as restated the 20th day of September, 2006 and the 4th day of May, 2010, by and between each registered investment company set forth on Schedule A to the Agreement (each individually referred to as the “Fund”, or collectively, the “Funds”), severally, on behalf of each of its series of common stock or beneficial interest, as the case may be, set forth on Schedule A to the Agreement (each, a “Portfolio”), with respect to the applicable Class B Shares and Class B5 Shares (the “Shares”) of each Portfolio, and INVESCO DISTRIBUTORS, INC., a Delaware corporation (the “Distributor”), is hereby amended as follows:

AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES AGREEMENT
Master Administrative Services Agreement • June 28th, 2010 • Aim Tax Exempt Funds (Invesco Tax-Exempt Funds)

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, a Delaware statutory trust is hereby amended as follows:

AMENDMENT NO. 3 TO MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS
Master Intergroup Sub • June 28th, 2010 • Aim Tax Exempt Funds (Invesco Tax-Exempt Funds)

This Amendment dated as of April 30, 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., 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”).

AMENDMENT NO. 4 TO MASTER INVESTMENT ADVISORY AGREEMENT
Master Investment Advisory Agreement • June 28th, 2010 • Aim Tax Exempt Funds (Invesco Tax-Exempt Funds)

This Amendment dated as of April 30, 2010, amends the Master Investment Advisory Agreement (the “Agreement”), dated June 1, 2000, between AIM Tax-Exempt Funds, a Delaware statutory trust, and Invesco Advisers, Inc., a Delaware corporation.

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