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EXHIBIT h(3)(b)
AMENDMENT NUMBER 1 TO THE AMENDED AND RESTATED
TRANSFER AGENCY AND SERVICE AGREEMENT
This Amendment, dated as of January 1, 1999 is made to the Amended and Restated
Transfer Agency and Service Agreement dated September 20, 1997 (the "Agreement")
between AIM Tax- Exempt Funds, Inc. (the "Fund") and A I M Fund Services, Inc.
("AFS") pursuant to Article 10 of the Agreement.
A fee calculated by multiplying the number of shareholder accounts in the Fund
by $.20 shall be paid by the Fund to AFS concurrently with the fees payable by
the Fund to AFS under Article 2 of the Agreement.
Upon a vote of the Board of Directors of the Fund terminating this Amendment,
this Amendment shall cease to apply, and the Amended and Restated Transfer
Agency and Service Agreement shall be complete without reference hereto.
AIM TAX-EXEMPT FUNDS, INC.
By: /s/ XXXXXX X. XXXXXX
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President
ATTEST:
/s/ XXXX X. XXXX
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Assistant Secretary
A I M FUND SERVICES, INC.
By: /s/ XXXX XXXXXXXX
--------------------------
President
ATTEST:
/s/ XXXX X. XXXX
--------------------------
Assistant Secretary
