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EXHIBIT h(2)(c)
AMENDMENT NUMBER 2 TO THE TRANSFER AGENCY
AND SERVICE AGREEMENT
This Amendment, dated as of January 1, 1999 is made to the Transfer Agency and
Service Agreement dated November 1, 1994, amended August 4, 1997, (the
"Agreement") between AIM International 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 Transfer Agency and Service
Agreement, as amended by Amendment Number 1, shall be complete without reference
hereto.
AIM INTERNATIONAL 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
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Assistant Secretary
