AIM TAX EXEMPT FUNDS INC/NEW
497, 2000-02-04
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                  AIM TAX-EXEMPT BOND FUND OF CONNECTICUT

                               CLASS A SHARES

                     Supplement dated February 4, 2000
                   to the Prospectus dated July 29, 1999



At a meeting held on February 3, 2000, the Board of Directors of AIM
Tax-Exempt Funds, Inc. (the company), on behalf of AIM Tax-Exempt Bond Fund
of Connecticut (the fund), voted to request shareholders to approve the
following items that will affect the fund:

- -        An Agreement and Plan of Reorganization which provides for the
         reorganization of the company, which is currently a Maryland
         corporation, as a Delaware business trust;

- -        A new advisory agreement between the company and A I M Advisors,  Inc.
         (AIM).  The principal changes to the  advisory agreement are (i) the
         deletion of references to the provision of administrative services and
         certain expense limitations that are no longer applicable, and (ii)
         the clarification of provisions relating to delegations of
         responsibilities and the  non-exclusive nature of AIM's services. The
         revised advisory agreement does not change the fees paid by the fund
         (except that the agreement permits the fund to pay a fee to AIM in
         connection with any new securities lending program implemented in
         the future);

- -        Changing the fund's fundamental investment restrictions. The
         proposed revisions to the fund's fundamental investment
         restrictions are described in a supplement to the fund's statement
         of additional information; and

- -        Changing the fund's investment objective and making it
         non-fundamental. The investment objective of the fund would be
         changed by deleting references to the types of securities  that the
         fund will purchase to achieve its objective. If the investment
         objective of the fund becomes non-fundamental, it can be changed in
         the future by the Board of Directors of the company without further
         approval by shareholders. Pursuant to this proposal, the fund's
         investment objective would read: "The fund's investment objective is
         to earn a high level of current income exempt from federal taxes and
         Connecticut taxes."

The Board of Directors of the company has called a meeting of the fund's
shareholders to be held on or about May 3, 2000 to vote on these and other
proposals. Only shareholders of record as of February 18, 2000 will be
entitled to vote at the meeting. Proposals that are approved are expected
to become effective on or about May 24, 2000.


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                          AIM TAX-EXEMPT CASH FUND

                               CLASS A SHARES

                     Supplement dated February 4, 2000
                   to the Prospectus dated July 29, 1999,
                       as revised September 23, 1999



At a meeting held on February 3, 2000, the Board of Directors of AIM
Tax-Exempt Funds, Inc. (the company), on behalf of AIM Tax-Exempt Cash Fund
(the fund), voted to request shareholders to approve the following items
that will affect the fund:

- -        An Agreement and Plan of Reorganization which provides for the
         reorganization of the company, which is currently a Maryland
         corporation, as a Delaware business trust;

- -        A new advisory agreement between the company and A I M Advisors, Inc.
         (AIM). The principal changes to the advisory agreement are (i) the
         deletion of references to the provision of administrative services
         and certain expense limitations that are no longer applicable, and
         (ii) the clarification of provisions relating to delegations of
         responsibilities and the non-exclusive nature of AIM's services. The
         revised advisory agreement does not change the fees paid by the fund
         (except that the agreement permits the fund to pay a fee to AIM in
         connection with any new securities lending program implemented in
         the future);

- -        Changing the fund's fundamental investment restrictions. The
         proposed revisions to the fund's fundamental investment
         restrictions are described in a supplement to the fund's statement
         of additional information; and

- -        Changing the fund's investment objective so that it is
         non-fundamental. If the investment objective of the fund becomes
         non-fundamental, it can be changed in the future by the Board of
         Directors of the company without further approval by shareholders.

The Board of Directors of the company has called a meeting of the fund's
shareholders to be held on or about May 3, 2000 to vote on these and other
proposals. Only shareholders of record as of February 18, 2000 will be
entitled to vote at the meeting. Proposals that are approved are expected
to become effective on or about May 24, 2000.


<PAGE>   3
                       AIM TAX-FREE INTERMEDIATE FUND

                               CLASS A SHARES

                     Supplement dated February 4, 2000
                    to the Prospectus dated July 29,1999



At a meeting held on February 3, 2000, the Board of Directors of AIM
Tax-Exempt Funds, Inc. (the company), on behalf of AIM Tax-Free
Intermediate Fund (the fund), voted to request shareholders to approve the
following items that will affect the fund:

- -        An Agreement and Plan of Reorganization which provides for the
         reorganization of the company, which is currently a Maryland
         corporation, as a Delaware business trust;

- -        A new advisory agreement between the company and A I M Advisors,
         Inc. (AIM).  The principal  changes to the advisory agreement are
         (i) the deletion of references to the provision of administrative
         services and certain expense limitations that are no longer
         applicable, and (ii) the clarification of provisions relating to
         delegations of responsibilities and the non-exclusive nature of
         AIM's services. The revised advisory agreement does not change the
         fees paid by the fund (except that the agreement permits the fund
         to pay a fee to AIM in connection with any new securities lending
         program implemented in the future);

- -        Changing the fund's fundamental investment restrictions. The
         proposed revisions to the fund's fundamental investment
         restrictions are described in a supplement to the fund's statement
         of additional information; and

- -        Changing the fund's  investment objective and making it
         non-fundamental. The investment objective of the fund would be
         changed by deleting references to the types of securities that the
         fund will  purchase to achieve its objective. If the investment
         objective of the fund becomes non-fundamental, it can be changed
         in the future by the Board of Directors of the company without
         further approval by shareholders.  Pursuant to this proposal, the
         fund's investment objective would read: "The fund's investment
         objective is to generate as high a level of  tax-exempt income as is
         consistent with preservation of capital."

The Board of Directors of the company has called a meeting of the fund's
shareholders to be held on or about May 3, 2000 to vote on these and other
proposals. Only shareholders of record as of February 18, 2000 will be
entitled to vote at the meeting. Proposals that are approved are expected
to become effective on or about May 24, 2000.

<PAGE>   4
                       AIM HIGH INCOME MUNICIPAL FUND

                    CLASS A, CLASS B AND CLASS C SHARES

                     Supplement dated February 4, 2000
                   to the Prospectus dated July 29, 1999,
                       as revised September 23, 1999


At a meeting held on February 3, 2000, the Board of Directors of AIM
Tax-Exempt Funds, Inc. (the company), on behalf of AIM High Income
Municipal Fund (the fund), voted to request shareholders to approve the
following items that will affect the fund:

- -        An Agreement and Plan of Reorganization which provides for the
         reorganization of the company, which is currently a Maryland
         corporation, as a Delaware business trust;

- -        A new advisory agreement between the company and A I M Advisors, Inc.
         (AIM). The principal changes to the advisory agreement are (i) the
         deletion of references to the provision of administrative services
         and certain expense limitations that are no longer applicable, and
         (ii) the clarification of provisions relating to delegations of
         responsibilities and the non-exclusive nature of AIM's services. The
         revised advisory agreement does not change the fees paid by the fund
         (except that the agreement permits the fund to pay a fee to AIM in
         connection with  any new securities lending program implemented in
         the future);

- -        Changing the fund's fundamental investment restrictions. The
         proposed revisions to the fund's fundamental investment
         restrictions are described in a supplement to the fund's statement
         of additional information; and

- -        Changing the fund's investment objective so that it is
         non-fundamental. If the investment objective of the fund becomes
         non-fundamental, it can be changed in the future by the Board of
         Directors of the company without further approval by shareholders.

The Board of Directors of the company has called a meeting of the fund's
shareholders to be held on or about May 3, 2000 to vote on these and other
proposals. Only shareholders of record as of February 18, 2000 will be
entitled to vote at the meeting. Proposals that are approved are expected
to become effective on or about May 24, 2000.

<PAGE>   5
                    AIM TAX-EXEMPT BOND FUND OF CONNECTICUT
                            AIM TAX-EXEMPT CASH FUND
                         AIM TAX-FREE INTERMEDIATE FUND
                         AIM HIGH INCOME MUNICIPAL FUND

               (SERIES PORTFOLIOS OF AIM TAX-EXEMPT FUNDS, INC.)

                       Supplement dated February 4, 2000
        to the Statement of Additional Information dated July 29, 1999,
                        as supplemented October 1, 1999


This supplement supersedes and replaces in its entirety the supplement dated
October 1, 1999.

At a meeting held on February 3, 2000, the Board of Directors of AIM Tax-Exempt
Funds, Inc. (the "Company"), on behalf of its series portfolios (the "Funds"),
voted to request shareholder approval to amend the Funds' fundamental
investment restrictions. The Board of Directors has called a meeting of the
Funds' shareholders to be held on or about May 3, 2000. Only shareholders of
record as of February 18, 2000 are entitled to vote at the meeting. Proposals
that are approved are expected to become effective on or about May 24, 2000.

If shareholders approve the proposal to amend the Funds' fundamental investment
restrictions, each of AIM Tax-Exempt Bond Fund of Connecticut, AIM Tax-Exempt
Cash Fund, AIM Tax-Free Intermediate Fund and AIM High Income Municipal Fund
will operate under the following fundamental investment restrictions:

Each Fund is subject to the following investment restrictions, which may be
changed only by a vote of a majority of such fund's outstanding shares, except
that AIM Tax-Exempt Bond Fund of Conneticut is not subject to restriction (a):

           (a) the Fund is a "diversified company" as defined in the 1940 Act.
      The Fund will not purchase the securities of any issuer if, as a result,
      the Fund would fail to be a diversified company within the meaning of the
      1940 Act, and the rules and regulations promulgated thereunder, as such
      statute, rules and regulations are amended from time to time or are
      interpreted from time to time by the SEC staff (collectively, the 1940
      Act laws and interpretations) or except to the extent that the Fund may
      be permitted to do so by exemptive order or similar relief (collectively,
      with the 1940 Act laws and interpretations, the 1940 Act laws,
      interpretations and exemptions). In complying with this restriction,
      however, the Fund may purchase securities of other investment companies
      to the extent permitted by the 1940 Act laws, interpretations and
      exemptions.

           (b) the Fund may not borrow money or issue senior securities, except
      as permitted by the 1940 Act laws, interpretations and exemptions.

           (c) the Fund may not underwrite the securities of other issuers.
      This restriction does not prevent the Fund from engaging in transactions
      involving the acquisition, disposition or resale of its portfolio
      securities, regardless of whether the fund may be considered to be an
      underwriter under the Securities Act of 1933.

           (d) the Fund will not make investments that will result in the
      concentration (as that term may be defined or interpreted by the 1940 Act
      laws, interpretations and exemptions) of its investments in the
      securities of issuers primarily engaged in the same industry. This
      restriction does not limit the Fund's investments in (i) obligations
      issued or guaranteed by the U.S. Government, its agencies or
      instrumentalities, (ii) tax-exempt obligations issued by governments or
      political subdivisions of governments, or (iii) with respect to AIM
      Tax-Exempt Cash Fund, bank instruments. In complying with this
      restriction, the Fund will not consider a bank-issued guaranty or
      financial guaranty insurance as a separate security.

           (e) the Fund may not purchase real estate or sell real estate unless
      acquired as a result of ownership of securities or other instruments.
      This restriction does not prevent the Fund from investing in issuers that
      invest,

                                       1
<PAGE>   6
      deal, or otherwise engage in transactions in real estate or interests
      therein, or investing in securities that are secured by real estate or
      interests therein.

           (f) the Fund may not purchase physical commodities or sell physical
      commodities unless acquired as a result of ownership of securities or
      other instruments. This restriction does not prevent the Fund from
      engaging in transactions involving futures contracts and options thereon
      or investing in securities that are secured by physical commodities.

           (g) the Fund may not make personal loans or loans of its assets to
      persons who control or are under common control with the Fund, except to
      the extent permitted by 1940 Act laws, interpretations and exemptions.
      This restriction does not prevent the Fund from, among other things,
      purchasing debt obligations, entering into repurchase agreements, loaning
      its assets to broker-dealers or institutional investors, or investing in
      loans, including assignments and participation interests.

           (h) the Fund may, notwithstanding any other fundamental investment
      policy or limitation, invest all of its assets in the securities of a
      single open-end management investment company with substantially the same
      fundamental investment objectives, policies and restrictions as the Fund.

The investment restrictions set forth above provide the Funds with the ability
to operate under new interpretations of the 1940 Act or pursuant to exemptive
relief from the SEC without receiving prior shareholder approval of the change.
Even though the Funds have this flexibility, the Board of Directors has adopted
internal guidelines for the Funds relating to certain of these restrictions
which the adviser must follow in managing the Funds. Any changes to these
guidelines, which are set forth below, require the approval of the Board of
Directors.

1.      In complying with the fundamental restriction regarding issuer
        diversification, the Fund will not, with respect to 75% of its total
        assets (and for AIM Tax-Exempt Cash Fund, with respect to 100% of its
        total assets), purchase securities of any issuer (other than securities
        issued or guaranteed by the U.S. Government or any of its agencies or
        instrumentalities), if, as a result, (i) more than 5% of the Fund's
        total assets would be invested in the securities of that issuer, except
        as permitted by Rule 2a-7 under the 1940 Act, or (ii) the Fund would
        hold more than 10% of the outstanding voting securities of that issuer.
        The Fund may (i) purchase securities of other investment companies as
        permitted by Section 12(d)(1) of the 1940 Act and (ii) invest its
        assets in securities of other money market funds and lend money to
        other investment companies and their series portfolios that have AIM as
        an investment adviser, subject to the terms and conditions of any
        exemptive orders issued by the SEC. (This restriction does not apply to
        AIM Tax-Exempt Bond Fund of Connecticut.)

2.      In complying with the fundamental restriction regarding borrowing
        money and issuing senior securities, the Fund may borrow money in an
        amount not exceeding 33 1/3% of its total assets (including the amount
        borrowed) less liabilities (other than borrowings). The Fund may borrow
        from banks, broker/dealers or other investment companies or their
        series portfolios that have AIM or an affiliate of AIM as an investment
        advisor (an AIM fund). The Fund may not borrow for leveraging, but may
        borrow for temporary or emergency purposes, in anticipation of or in
        response to adverse market conditions, or for cash management purposes.
        The Fund may not purchase additional securities when any borrowings
        from banks exceed 5% of the fund's total assets.

3.      In complying with the fundamental restriction regarding industry
        concentration, the Fund may invest up to 25% of its total assets in the
        securities of issuers whose principal business activities are in the
        same industry.

4.      In complying with the fundamental restriction with regard to making
        loans, the Fund may lend up to 33 1/3% of its total assets and may lend
        money to another AIM fund, on such terms and conditions as the SEC may
        require in an exemptive order.

5.      Notwithstanding the fundamental restriction with regard to investing
        all assets in an open-end fund, the Fund may not invest all of its
        assets in the securities of a single open-end management investment
        company with the same fundamental investment objectives, policies and
        limitations as the Fund.

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<PAGE>   7
If a percentage restriction is adhered to at the time of investment, a later
change in percentage resulting from changes in values of assets will not be
considered a violation of the restriction.

Effective immediately, the following new sections are added after the paragraph
appearing under the heading "INVESTMENT PROGRAM AND RESTRICTIONS - INVESTMENT
IN SECURITIES OWNED BY OFFICERS AND DIRECTORS" on page 20 of the Statement of
Additional Information:

      "INVESTMENT IN OTHER INVESTMENT COMPANIES

           Each of the Funds may invest in other investment companies to the
      extent permitted by the 1940 Act, and rules and regulations thereunder,
      and if applicable, exemptive orders granted by the SEC. The following
      restrictions apply to investments in other investment companies other
      than Affiliated Money Market Funds (defined below): (i) a Fund may not
      purchase more than 3% of the total outstanding voting stock of another
      investment company; (ii) a Fund may not invest more than 5% of its total
      assets in securities issued by another investment company; and (iii) a
      Fund may not invest more than 10% of its total assets in securities
      issued by other investment companies other than Affiliated Money Market
      Funds. With respect to a Fund's purchase of shares of another investment
      company, including Affiliated Money Market Funds, the Fund will
      indirectly bear its proportionate share of the advisory fees and other
      operating expenses of such investment company. The Funds have obtained an
      exemptive order from the SEC allowing them to invest in money market
      funds that have AIM or an affiliate of AIM as an investment adviser (the
      "Affiliated Money Market Funds"), provided that investments in Affiliated
      Money Market Funds do not exceed 25% of the total assets of such Fund.
      With respect to a Fund's purchase of shares of the Affiliated Money
      Market Funds, the Fund will indirectly pay the advisory fees and other
      operating expenses of the Affiliated Money Market Funds.

      TEMPORARY DEFENSIVE INVESTMENTS

           In anticipation of or in response to adverse market conditions, for
      cash management purposes, or for defensive purposes, each of the Funds
      may temporarily hold all or a portion of its assets in cash, money market
      instruments, bonds, or other debt securities. Each of the Funds may also
      invest up to 25% of its total assets in Affiliated Money Market Funds for
      these purposes. For a description of the various rating categories of
      corporate bonds and commercial paper in which the Funds may invest, see
      "Ratings of Securities" in this Statement of Additional Information."


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