AMENDMENT NO. 5 TO
AMENDED AND RESTATED
AGREEMENT AND DECLARATION OF TRUST OF AIM TAX-EXEMPT FUNDS
This Amendment No. 5 (the "Amendment") to the Amended and Restated
Agreement and Declaration of Trust of AIM Tax-Exempt Funds (the "Trust") amends,
effective as of December 2, 2004, the Amended and Restated Agreement and
Declaration of Trust of the Trust dated as of May 15, 2002, as amended (the
"Agreement").
At a meeting held on December 2, 2004, the Board of Trustees of the
Trust, in accordance with Section 9.7 of the Agreement, approved amendments to
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. Section 1.4 of the Agreement is hereby amended and restated to read
in its entirety as set forth below:
Section 1.4. Certificate of Trust. Immediately upon the execution of
this Agreement, the Trustees shall file a Certificate of Trust in
the office of the Secretary of State of the State of Delaware
pursuant to the Delaware Act.
2. Section 7.1 of the Agreement is hereby amended and restated to read
in its entirety as set forth below:
Section 7.1 Distributions. The Trustees may from time to time
declare and pay dividends and make other distributions with respect
to any Portfolio, or Class thereof, which may be from income,
capital gains or capital. The amount of such dividends or
distributions and the payment of them and whether they are in cash
or any other Trust Property shall be wholly in the discretion of the
Trustees, although the Trustees pursuant to Section 4.1(j) may
delegate the authority to set record, declaration, payment and
ex-dividend dates, determine the amount of dividends and
distributions and pay such dividends and distributions. Dividends
and other distributions may be paid pursuant to a standing
resolution adopted once or more often as the Trustees determine. All
dividends and other distributions on Shares of a particular
Portfolio or Class shall be distributed pro rata to the Shareholders
of that Portfolio or Class, as the case may be, in proportion to the
number of Shares of that Portfolio or Class they held on the record
date established for such payment, provided that such dividends and
other distributions on Shares of a Class shall appropriately reflect
Class Expenses and other expenses allocated to that Class.
The Trustees may adopt and offer to Shareholders such dividend
reinvestment plans, cash distribution payment plans, or similar
plans as the Trustees deem appropriate.
3. All references in the Agreement to "this Agreement" shall mean the
Agreement as amended by this Amendment.
4. 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 December 2, 2004.
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: President
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