SUB-ITEM 77Q1(A)
AMENDMENT NO. 5
TO AMENDED AND RESTATED
AGREEMENT AND DECLARATION OF TRUST OF
AIM TAX-EXEMPT FUNDS
This Amendment No. 5 (the "Amendment") to the Amended and Restated
Agreement and Declaration of Trust of AIM Tax-Exempt Funds (the "Trust") amends,
effective October 28, 2009, 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 redesignate Class A shares of AIM
Tax-Free Intermediate Fund as Class A2 shares; and
WHEREAS, the Trust desires to amend the Agreement to redesignate Class
A3 shares of AIM Tax-Free Intermediate Fund as Class A shares;
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 October 28, 2009.
By: /s/ Xxxx X. Xxxx
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Name: Xxxx X. Xxxx
Title: Senior Vice President
EXHIBIT 1
"SCHEDULE A
AIM TAX-EXEMPT FUNDS
PORTFOLIOS AND CLASSES THEREOF
PORTFOLIO CLASSES OF EACH PORTFOLIO
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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"
