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EXHIBIT 9(b)(5)
AMENDMENT NO. 1
TO
MASTER ADMINISTRATIVE SERVICES AGREEMENT
The Master Administrative Services Agreement (the "Agreement"), dated
February 28, 1997, by and between A I M Advisors, Inc., a Delaware corporation,
and AIM Tax-Exempt Funds, Inc., a Maryland corporation, is hereby amended as
follows:
Appendix A to the Agreement is hereby deleted in its entirety and
replaced with the following:
"AIM TAX-EXEMPT FUNDS, INC.
APPENDIX A TO MASTER ADMINISTRATIVE SERVICES AGREEMENT
AIM Tax-Exempt Cash Fund
AIM Tax-Exempt Bond Fund of Connecticut
AIM Tax-Free Intermediate Fund
AIM High Income Municipal Fund"
All other terms and provisions of the Agreement not amended herein
shall remain in full force and effect.
Dated: September 20, 1997
A I M ADVISORS, INC.
Attest: /s/ XXXXXX X. XXXXX By: /s/ XXXXXX X. XXXXXX
------------------- --------------------
Assistant Secretary President
(SEAL)
AIM TAX-EXEMPT FUNDS, INC.
Attest: /s/ XXXXXX X. XXXXX By: /s/ XXXXXX X. XXXXXX
------------------- --------------------
Assistant Secretary President
(SEAL)