EXHIBIT h(6)
MEMORANDUM OF AGREEMENT
This Memorandum of Agreement is entered into as of this 1st day of
July, 2002, between AIM Tax-Exempt Funds (the "Trust"), on behalf of the fund
listed on Exhibit "A" to this Memorandum of Agreement (the "Fund"), and A I M
Distributors, Inc. ("AIM").
For and in consideration of the mutual terms and agreements set forth
herein and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Trust and AIM agree as follows:
The Trust and AIM agree until the date set forth on the attached
Exhibit "A" that AIM will waive Rule 12b-1 distribution plan payments at the
rates set forth on Exhibit "A" of the average daily net assets allocable to such
class. Neither the Trust nor AIM may remove or amend the waivers to the Trust's
detriment prior to the date set forth on Exhibit "A." AIM will not have any
right to reimbursement of any amount so waived.
The Trust and AIM agree to review the then-current waivers for each
class of the Fund listed on Exhibit "A" on a date prior to the date listed on
that Exhibit to determine whether such waivers should be amended, continued or
terminated. Unless the Trust, by vote of its Board of Trustees, or AIM
terminates the waivers, or the Trust and AIM are unable to reach an agreement on
the amount of the waivers to which the Trust and AIM desire to be bound, the
waivers will continue for additional one-year terms at the rate to which the
Trust and AIM mutually agree. Exhibit "A" will be amended to reflect that rate
and the new date through which the Trust and AIM agree to be bound.
It is expressly agreed that the obligations of the Trust hereunder
shall not be binding upon any of the Trustees, shareholders, nominees, officers,
agents or employees of the Trust personally, but shall only bind the assets and
property of the Fund, as provided in the Trust's Agreement and Declaration of
Trust. The execution and delivery of this Memorandum of Agreement have been
authorized by the Trustees of the Trust, and this Memorandum of Agreement has
been executed and delivered by an authorized officer of the Trust acting as
such; neither such authorization by such Trustees nor such execution and
delivery by such officer shall be deemed to have been made by any of them
individually or to impose any liability on any of them personally, but shall
bind only the assets and property of the Fund, as provided in the Trust's
Agreement and Declaration of Trust.
IN WITNESS WHEREOF, the Trust and AIM have entered into this Memorandum
of Agreement as of the date first above written.
AIM Tax-Exempt Funds,
on behalf of the Fund listed in Exhibit "A"
to this Memorandum of Agreement
By: /s/ XXXXXX X. XXXXXX
---------------------
Title: President
---------------------
A I M Distributors, Inc.
By: /s/ XXXXXXX X. XXXX
---------------------
Title: President
---------------------
EXHIBIT "A"
AIM TAX-EXEMPT FUNDS
FUND WAIVER COMMITTED UNTIL
---- ------ ---------------
AIM Tax-Exempt Cash Fund 0.15% of the Rule 12b-1 distribution June 30, 2003
Class A plan payments on average net
assets
