AMENDMENT NUMBER 5 TO THE TRANSFER AGENCY
AND SERVICE AGREEMENT
This Amendment, dated as of May 14, 2003 is made to the Transfer Agency and
Service Agreement dated November 1, 1994, as amended (the "Agreement") between
AIM Funds Group (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 the Fee Schedule of the Agreement to
reflect minor revisions, 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 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, A3, B, C and R
and AIM Summit Fund
Non-Daily Accrual Funds $15.20
Class A, A3, B, C and R
Monthly Dividend and
Daily Accrual Funds $16.20
AIM Floating Rate Fund $17.60"
2. Investment Credits
The total fees due to the Transfer Agent from all funds
affiliated with the Fund shall be reduced by an amount equal
to the investment income earned by the Transfer Agent, if any,
on the balances of the disbursement accounts for those funds.
3. Out-of-Pocket Expenses
The Fund shall reimburse the Transfer Agent monthly for
applicable out-of-pocket expenses relating to the procurement
of the following goods and services, as they relate to the
performance of the Transfer Agent's obligations set forth in
Article I of the Agreement, including, but not limited to:
- Remote access, license and usage charges paid by the
Transfer Agent for
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use of shareholder record keeping and related systems
provided by DST Systems, Inc., and used by the
Transfer Agent to service Shareholder accounts,
including but not limited to:
- TA2000(R), the recordkeeping system on which
records related to most Shareholder accounts
will be maintained;
- TRAC2000(R), the recordkeeping system on
which records related to Shareholder
accounts held by and through
employer-sponsored retirement plans are
maintained;
- Automated Work Distributor(TM), a document
imaging, storage and distribution system;
- Financial Access Network, a computer system
and related software applications which will
provide the necessary interfaces to allow
customers to access account information
residing on the TA2000 and TRAC2000 systems
through xxxxxxxxxxxxxx.xxx; and
- PowerSelect(TM), a reporting database that
AFS can query to produce reports derived
from Shareholder account data residing on
the TA2000 and TRAC2000 systems.
- Client specific system enhancements.
- Computer terminals, communication lines, printers and
other equipment and any expenses incurred in
connection with such terminals and lines.
- Magnetic media tapes and related freight.
- Microfiche, microfilm and electronic image scanning
equipment, production and storage costs.
- Telephone and telecommunication costs, including all
lease, maintenance and line costs.
- Record retention, retrieval and destruction costs,
including, but not limited to exit fees charged by
third party record keeping vendors.
- Duplicating services.
- Courier services.
- Ad hoc reports.
- Programming costs, system access and usage fees,
electronic presentment service fees, data and
document delivery fees, and other related fees and
costs paid by the Transfer Agent to Fiserv Solutions,
Inc., which relate to the printing and delivery of
the following documents to Shareholders and to each
Shareholder's broker of record:
- Investment confirmations;
- Periodic account statements;
- Tax forms; and
- Redemption checks.
- Printing costs, including, without limitation, the
costs associated with printing certificates,
envelopes, checks, stationery, confirmations and
statements.
- Postage (bulk, pre-sort, ZIP+4, bar coding, first
class).
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- Shipping, certified and overnight mail and insurance.
- Certificate insurance.
- Banking charges, including without limitation,
incoming and outgoing wire charges.
- Check writing fees.
- Federal Reserve charges for check clearance.
- Rendering fees.
- Third party audit reviews.
- Due diligence mailings.
- Proxy solicitations, mailings and tabulations.
- Shareholder information and education mailings,
including, but not limited to, periodic shareholder
newsletters and tax guides.
- Such other miscellaneous expenses reasonably incurred
by the Transfer Agent in performing its duties and
responsibilities.
The Fund agrees that postage and mailing expenses will be paid
on the day of or prior to mailing. In addition, the Fund will
promptly reimburse the Transfer Agent for any other
unscheduled expenses incurred by the Transfer Agent whenever
the Fund and the Transfer Agent mutually agree that such
expenses are not otherwise properly borne by the Transfer
Agent as part of its duties and obligations under the
Agreement.
4. The fees and credits described in Paragraphs 1 and 2 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 and 2
above for shareholder accounts holding Class A, A3, B, C
and/or R Class shares of each Portfolio shall be allocated
among such Classes on the basis of fiscal year-to-date average
net assets.
5. 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, A3, B, C and/or R Class
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.
6. 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, A3, B, C and R Class shares of each
Portfolio
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based upon fiscal year-to-date average net assets of each such
Class.
7. 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 4, 5 and
6 above.
8. 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."
2. All other terms and provisions of the Agreement not amended herein
shall remain in full force and effect, except that Amendment Number 2
dated January 1, 1999 is hereby terminated.
IN WITNESS WHEREOF, the parties hereto have entered into this Amendment as of
the date first above written.
AIM FUNDS GROUP
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------------
Xxxxxx X. Xxxxxx
President
ATTEST:
/s/ Xxx Xxxxxxxx
---------------------------
Xxx Xxxxxxxx
Assistant Secretary
A I M FUND SERVICES, INC.
By: /s/ Xxxx X. Xxxxx
-------------------------------------
Xxxx X. Xxxxx
President
ATTEST:
/s/ Xxx Xxxxxxxx
---------------------------
Xxx Xxxxxxxx
Assistant Secretary
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