Exhibit e(1)(d)
AMENDMENT NO. 3
TO FIRST AMENDED AND
RESTATED MASTER DISTRIBUTION AGREEMENT
BETWEEN
AIM TAX-EXEMPT FUNDS
(CLASS A SHARES, CLASS A3 SHARES AND CLASS C SHARES)
AND
A I M DISTRIBUTORS, INC.
The First Amended and Restated Master Distribution Agreement (the
Agreement"), dated July 1, 2000, by and between AIM Tax-Exempt Funds, a Delaware
statutory trust, and A I M Distributors, Inc., a Delaware corporation, is hereby
amended as follows:
1. The following paragraph is added at the end of Section FOURTH: (A):
"The public offering price of the Investor Class shares of the
Company shall be the net asset value per share. Net asset value per share
shall be determined in accordance with the provisions of the then current
Investor Class shares' prospectus and statement of additional
information."
2. Appendix A to the Agreement is hereby deleted in its entirety and
replaced with the following:
"APPENDIX A
TO FIRST AMENDED AND
RESTATED MASTER DISTRIBUTION AGREEMENT
OF
AIM TAX-EXEMPT FUNDS
CLASS A SHARES
AIM Tax-Exempt Cash Fund
AIM Tax-Free Intermediate Fund
AIM High Income Municipal Fund
CLASS A3 SHARES
AIM Tax-Free Intermediate Fund
CLASS C SHARES
AIM High Income Municipal Fund
INVESTOR CLASS SHARES
AIM Tax-Exempt Cash Fund"
All other terms and provisions of the Agreement not amended herein
shall remain in full force and effect.
Dated: __________________, 2003
AIM TAX-EXEMPT FUNDS
Attest: By:
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Assistant Secretary President
A I M DISTRIBUTORS, INC.
Attest: By:
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Assistant Secretary President
