EXHIBIT (h)(1)(c)
AMENDMENT NUMBER 2 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 June 1, 2000, as amended (the "Agreement") between AIM
Tax-Exempt Funds (the "Fund") and A I M Fund Services, Inc. ("AFS") pursuant to
Article 11 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 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. 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, if any, 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,
if any, 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--Registered Trademark--, 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.
IN WITNESS WHEREOF, the parties hereto have entered into this Amendment as of
the date first above written.
AIM TAX-EXEMPT FUNDS
By: /s/ XXXXXX X. XXXXXX
---------------------
President
ATTEST:
/s/ XXX XXXXXXXX
-------------------
Assistant Secretary
A I M FUND SERVICES, INC.
By: /s/ XXXX X. XXXXX
---------------------
President
ATTEST:
/s/ XXX XXXXXXXX
-------------------
Assistant Secretary
