EXHIBIT h(1)(g)
AMENDMENT NUMBER 6 TO THE TRANSFER AGENCY
AND SERVICE AGREEMENT
This Amendment, dated as of March 4, 2002 is made to the Transfer Agency and
Service Agreement dated September 8, 1998, as amended (the "Agreement") between
AIM Growth Series (the "Fund") and A I M Fund Services, Inc. ("AFS") pursuant to
Article 10 of the Agreement.
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 10 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. The third "Whereas" clause in the recital is hereby deleted in its entirety
and replaced with the following:
"Whereas, the Fund on behalf of the Retail Class and the Institutional
Class of each of the portfolios thereof (the "Portfolios") desires to
appoint the Transfer Agent as its transfer agent, and agent in
connection with certain other activities, with respect to the
Portfolios, and the Transfer Agent desires to accept such appointment;"
2. Section 1.01 is hereby deleted in its entirety and replaced with the
following:
"1.01 Subject to the terms and conditions set forth in this Agreement,
the Fund hereby employs and appoints the Transfer Agent to act as, and
the Transfer Agent agrees to act as, its transfer agent for the
authorized and issued shares of beneficial interest of the Fund
representing interests in the Retail Class and the Institutional Class
of each of the respective Portfolios ("Shares"), dividend disbursing
agent, and agent in connection with any accumulation or similar plans
provided to shareholders of each of the Portfolios (the
"Shareholders"), including without limitation any periodic investment
plan or periodic withdrawal program, as provided in the currently
effective prospectus and statement of additional information (the
"Prospectus") of the Fund on behalf of the Portfolios."
3. 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.
4. 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.
Per Account Fee
Fund Type Annualized
--------- ---------------
Class A, B, C and R
Non-Daily Accrual Funds $15.20
Class A, B, C and R
Monthly Dividend and Daily Accrual Funds 16.20"
5. 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 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
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 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.
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.
6. All other terms and provisions of the Agreement not amended herein shall
remain in full force and effect, except that Amendment Number 2 dated July 1,
1999 is hereby terminated.
IN WITNESS WHEREOF, the parties hereto have entered into this Amendment as of
the date first above written.
AIM GROWTH SERIES
By: /s/ XXXXXX X. XXXXXX
----------------------------
President
ATTEST:
/s/ XXXX X. XXXX
-----------------------------
Assistant Secretary
A I M FUND SERVICES, INC.
By: /s/ XXXX X. XXXXX
----------------------------
President
ATTEST:
/s/ XXXX X. XXXX
-----------------------------
Assistant Secretary
