1
EXHIBIT h(1)(b)
AMENDMENT NO. 1
TRANSFER AGENCY AND SERVICE AGREEMENT
The Transfer Agency and Service Agreement (the "Agreement"), dated as
of September 8, 1998, by and between AIM Growth Series, a Delaware business
trust, and A I M Fund Services, Inc., a Delaware corporation, is hereby amended
as follows (terms used herein but not otherwise defined herein have the meaning
ascribed them in the Agreement):
1) Section 1. of the Fee Schedule to the Agreement 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.
Per Account Fee
Fund Type Annualized
--------- ---------------
Class A Annual/Semi-Annual Dividends $24.85*
Class A Quarterly & Monthly Dividend 24.85*
Class A Daily Accrual 24.85*
Class B 24.85*
Class C 24.85*
Advisor Class 24.85*
* This fee includes all out of pocket expenses, the annualized
credit, Consumer Price Index increase, Balance Credit and Remote Services
Fee discussed below. Currently, therefore, paragraphs 2,3, and 5 below do
not apply. Paragraph 4 does not apply for 1998, however the XXX Annual
Maintenance Fee will be charged beginning in 1999."
All other terms and provisions of the Agreement not amended herein shall
remain in full force and effect.
Dated: , 1999
---------------------
AIM GROWTH SERIES
Attest: By:
------------------- -----------------------------------
Assistant Secretary Xxxxxx X. Xxxxxx
President
(SEAL)
A I M FUND SERVICES, INC.
Attest: By:
------------------- ----------------------------------
Assistant Secretary Xxxx Xxxxxxxx
President
(SEAL)
