EXHIBIT a(1)(b)
AMENDMENT NO. 1
TO
AMENDED AND RESTATED
AGREEMENT AND DECLARATION OF TRUST
OF
AIM TAX-EXEMPT FUNDS
This Amendment No. 1 to the Amended and Restated Agreement and
Declaration of Trust of AIM Tax-Exempt Funds (this "Amendment") amends,
effective as of August 8, 2002, the Amended and Restated Agreement and
Declaration of Trust of AIM Tax-Exempt Funds (the "Trust") dated as of May 15,
2002, (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. 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 August 8th, 2002.
/s/ XXXXXX X. XXXXXX
-----------------------------------
Name: Xxxxxx X. Xxxxxx
Title: President
EXHIBIT 1 TO AMENDMENT NO. 1
TO
AMENDED AND RESTATED
AGREEMENT AND DECLARATION OF TRUST
OF
AIM TAX-EXEMPT FUNDS
"SCHEDULE A
AIM TAX-EXEMPT FUNDS
PORTFOLIOS AND CLASSES THEREOF
PORTFOLIO CLASSES OF EACH PORTFOLIO
--------- -------------------------
AIM High Income Municipal Fund Class A Shares
Class B Shares
Class C Shares
AIM Tax-Exempt Cash Fund Class A Shares
AIM Tax-Free Intermediate Fund Class A Shares
Class A3 Shares"
