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EXHIBIT 6(a)(4)
AMENDMENT NO. 1
MASTER DISTRIBUTION AGREEMENT
The Master Distribution Agreement (the "Agreement"), dated February
28, 1997, by and between AIM Tax-Exempt Funds, Inc., a Maryland corporation and
AIM Distributors, Inc., a Delaware Corporation shall hereby be amended as
follows:
Appendix A of the Agreement is hereby deleted in its entirety and
replaced with the following:
"APPENDIX A
TO
MASTER DISTRIBUTION AGREEMENT
OF
AIM TAX-EXEMPT FUNDS, INC.
Class A Shares
AIM Tax-Exempt Cash Fund
AIM Tax-Exempt Bond Fund of Connecticut
Intermediate Portfolio
AIM Tax-Free Intermediate Shares"
All other terms and provisions of the Agreement not amended herein
shall remain in full force and effect.
Dated: August 4, 1997
AIM TAX-EXEMPT FUNDS, INC.
Attest: /s/ P. XXXXXXXX XXXXX By: /s/ XXXXXX X. XXXXXX
------------------------------------ -------------------------
Assistant Secretary Xxxxxx X. Xxxxxx
President
(SEAL)
A I M DISTRIBUTORS, INC.
Attest: /s/ XXXXXXX X. XXXXX By: /s/ XXXXXXX X. XXXX
------------------------------------ -------------------------
Assistant Secretary Xxxxxxx X. Xxxx
President
(SEAL)