EXHIBIT (h)(1)(d)
AMENDMENT NO. 3 TO
TRANSFER AGENCY AND SERVICE AGREEMENT
This Amendment, dated March 4, 2002, is made to the Transfer Agency and Service
Agreement originally dated June 21, 2000, as amended (the "Agreement") between
AIM Equity Funds (the "Fund") and A I M Fund Services, Inc. ("AFS").
WHEREAS, the Fund and AFS desire to amend certain provisions of the Agreement
pertaining to fees and expenses payable by the Fund under such Agreement, and in
accordance with Article 11 of the Agreement, have agreed to execute this
amendment to evidence such amendment.
NOW THEREFORE, the parties hereto, intending to be legally bound, hereby agree
as follows:
1. A new Section 2.04 is hereby added to the Agreement, which Section
shall read in full as follows:
2.04 The Fund and the Transfer Agent recognize that the
Transfer Agent and/or its affiliates, including without limitation A I
M Distributors, Inc., may, from time to time, enter into certain
omnibus, sub-accounting and other similar arrangements whereby a
broker/dealer or other financial institution is the shareholder of
record and performs certain recordkeeping and other services (the
"Ancillary Services") for the underlying beneficial owners of shares in
the Portfolios. The Fund and the Transfer Agent agree that: (i) the
Transfer Agent and/or its affiliates are entering into these
arrangements on behalf of and for the benefit of the Fund and each
Portfolio; (ii) amounts owed under these arrangements are the
obligations of the Portfolios; and (iii) the Fund shall pay such owed
amounts to the Transfer Agent, who shall be responsible for paying such
amounts to the entities providing the Ancillary Services.
2. The "Retail Classes Fee Schedule", which is attached to the
Agreement, is hereby renamed the "Fee Schedule".
3. Paragraph 1 of the Fee Schedule is hereby deleted in its entirety
and replaced with the following:
"1. For performance by the Transfer Agent pursuant to this
Agreement, the Fund agrees on behalf of each of the Portfolios to pay
the Transfer Agent an annualized fee for shareholder accounts that are
open during any monthly period as set forth below, and an annualized
fee of $.70 per shareholder account that is closed during any monthly
period. Both fees shall be billed by the Transfer Agent monthly in
arrears on a prorated basis of 1/12 of the annualized fee for all such
accounts.
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Per Account Fee
Fund Type Annualized
--------- ---------------
Class A, B, C and R
Non-Daily Accrual Fund $15.20
Class A, B, C and R
Monthly Dividend and
Daily Accrual Funds $16.20"
4. New Paragraphs 6, 7, 8, 9 and 10 are hereby added to the Fee
Schedule, which Paragraphs shall read in full as follows:
6. The fees and credits described in Paragraphs 1 through 4
above shall first be allocated to the Institutional Class, if any, of
such Portfolio based upon the number of shareholder accounts holding
shares of such Class relative to the total number of shareholder
accounts holding all Classes of shares in the Portfolio. The
Portfolio's remaining fiscal year-to-date fees and credits described in
Paragraphs 1 through 4 above for shareholder accounts holding Class A,
B, C and/or R Class shares of each Portfolio shall be allocated among
such Classes on the basis of fiscal year-to-date average net assets.
Notwithstanding the foregoing, the XXX Annual Maintenance Fee shall be
paid by investor per taxpayer I.D. number.
7. Fees payable by the Transfer Agent for Ancillary Services
provided to the Institutional Class, if any, of each Portfolio pursuant
to Section 2.04 of the Agreement shall be allocated to such
Institutional Class. The Portfolio's fiscal year-to-date fees payable
by the Transfer Agent for Ancillary Services provided to the Class A,
B, C and/or R Class shares of each Portfolio pursuant to Section 2.04
of the Agreement shall be allocated among such Classes of each
Portfolio based upon fiscal year-to-date average net assets of each
such Class.
8. Out-of-pocket expenses incurred by the Transfer Agent in
acting as transfer agent for the AIM Funds Accounts shall first be
allocated among such funds and portfolios based upon the number of
shareholder accounts maintained by the Transfer Agent for such funds
and portfolios. Such out-of-pocket expenses that have been allocated to
a Portfolio shall be further allocated to the Institutional Class, if
any, of such Portfolio based upon the number of shareholder accounts
holding shares of such Class relative to the total number of
shareholder accounts holding all Classes of shares in the Portfolio.
The remaining amount of the Portfolio's fiscal year-to-date
out-of-pocket expenses shall be further allocated among the Class A, B,
C and R Class shares of each Portfolio based upon fiscal year-to-date
average net assets of each such Class.
9. Specifically identified fees, credits and out-of-pocket
expenses incurred by the Transfer Agent on behalf of one or more, but
less than all, Portfolios or Classes shall be allocated solely to the
affected Portfolios or Classes using the allocation methodologies
described in paragraphs 6, 7 and 8 above.
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10. As used in this Fee Schedule, "AIM Funds" shall mean all
investment companies and their series portfolios, if any, comprising,
from time to time, the AIM Family of Funds(R), and "AIM Funds Accounts"
shall mean shareholder accounts for the AIM Funds.
5. Except as modified by this Amendment, the Agreement is hereby
ratified and remains in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have entered into this Amendment as of
the date first above written.
AIM EQUITY FUNDS
By: /s/ XXXXXX X. XXXXXX
-------------------------------------
President
A I M FUND SERVICES, INC.
By: /s/ XXXX X. XXXXX
--------------------------------------
President
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