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EXHIBIT a(1)(d)
AMENDMENT NO. 3
TO
AGREEMENT AND DECLARATION OF TRUST
OF
AIM TAX-EXEMPT FUNDS
This Amendment No. 3 to the Agreement and Declaration of Trust of AIM
Tax-Exempt Funds (this "Amendment") amends, effective as of March 14, 2001, the
Agreement and Declaration of Trust of AIM Tax-Exempt Funds dated as of December
6, 1999, as amended (the "Agreement").
NOW, THEREFORE, the Agreement is hereby amended as follows:
1. Unless defined herein, each capitalized term used in this Amendment
shall have the meaning given it in the Agreement.
2. Section 4.3 is hereby amended and restated in its entirety as
follows:
"Section 4.3. Action by the Trustees. The Board of Trustees or
any committee thereof shall act by majority vote of those
present at a meeting duly called (including a meeting by
telephonic or other electronic means, unless the 1940 Act
requires that a particular action be taken only at a meeting
of the Trustees in person) at which a quorum required by the
Bylaws is present. Any action that may be taken by the Board
of Trustees or any committee thereof by majority vote at a
meeting duly called and at which a quorum required by the
Bylaws is present, may also be taken by written consent of at
least seventy-five percent (75%) of the Trustees or members of
the committee, as the case may be, without a meeting, provided
that the writing or writings are filed with the minutes of
proceedings of the Board or committee. Written consents or
waivers of the Trustees may be executed in one or more
counterparts. Any written consent or waiver may be provided
and delivered to the Trust by any means by which notice may be
given to a Trustee. Subject to the requirements of the 1940
Act, the Trustees by Majority Trustee Vote may delegate to any
Trustee or Trustees authority to approve particular matters or
take particular actions on behalf of the Trust."
3. All references in the Agreement to "this Agreement" shall mean the
Agreement as amended by this Amendment.
4. 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 March 14, 2001.
/s/ XXXXXX X. XXXXXX
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Name: Xxxxxx X. Xxxxxx
Title: President
