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Exhibit a(2)(b)
AMENDMENT NO. 1
TO
AGREEMENT AND DECLARATION OF TRUST
OF
AIM TAX-EXEMPT FUNDS
This Amendment No. 1 to the Agreement and Declaration of Trust of
AIM Tax-Exempt Funds (this "Amendment") amends, effective as of May 10, 2000,
the Agreement and Declaration of Trust of AIM Tax-Exempt Funds dated as of
December 6, 1999 (the "Agreement").
Under Section 9.7 of the Agreement, this Amendment may be executed
by a duly authorized officer of the Trust.
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. A new Section 1.2(j) is hereby added to the Agreement to read
in full as follows:
"(j) `fund complex' has the meaning specified in
Regulation 14A under the Securities Exchange Act of
1934, as amended from time to time;"
With the addition of new Section 1.2(j) above, existing
Sections 1.2(j) through 1.2(z) are hereby renumbered as Sections 1.2(k) through
1.2(aa), respectively.
3. Section 2.6(a) is hereby amended and restated in its entirety
to read as follows:
"(a) Subject to the provisions of paragraph (c)
below, all Class B Shares other than those
purchased through the reinvestment of dividends
and distributions shall automatically convert to
Class A Shares at the end of the month which is
eight (8) years after the date on which a
shareholder's order to purchase such shares was
accepted."
4. The first sentence of Section 4.3 is hereby amended and restated
in its entirety to read as follows:
"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 or by written consent of at least seventy-five
percent (75%) of
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the Trustees or 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."
5. A new Section 4.7 is hereby added to the Agreement to read in
its entirety as follows:
"Section 4.7. Independent or Disinterested Trustee. A
Trustee who is not an interested person of the Trust shall
be deemed to be independent and disinterested under the
Delaware Act and other applicable Delaware law when making
any determinations or taking any action as a Trustee.
Service by a person as a trustee or a director of one or
more trusts, corporations or other entities of a fund
complex shall not be considered in determining whether a
trustee is independent or disinterested under the Delaware
Act and other applicable Delaware law."
6. All references in the Agreement to "this Agreement" shall mean
the Agreement as amended by this Amendment.
7. 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 May 10, 2000.
/s/XXXXXX X. XXXXXX
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Name: Xxxxxx X. Xxxxxx
Title: President
