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EXHIBIT 9(a)(3)
FORM OF
AMENDMENT NO. 1
TRANSFER AGENCY AND SERVICE AGREEMENT
The Transfer Agency and Service Agreement (the "Agreement"), dated
November 1, 1994, by and between AIM Funds Group, 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 $15.15
Class A Quarterly & Monthly Dividend 17.15
Class A Daily Accrual 19.65
Class B 19.65
Class C 19.65
AIM Cash Reserve Shares 19.65"
All other terms and provisions of the Agreement not amended herein
shall remain in full force and effect.
Dated: August 4, 1997
AIM FUNDS GROUP
Attest: By:
------------------------------ -----------------------------
Assistant Secretary Xxxxxx X. Xxxxxx
President
(SEAL)
A I M FUND SERVICES, INC.
Attest: By:
------------------------------ -----------------------------
Assistant Secretary Xxxx Xxxxxxxx
President
(SEAL)
