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EXHIBIT d(2)(c)
AMENDMENT NO. 2
INVESTMENT ADVISORY AGREEMENT
This Amendment dated as of June 21, 1999, amends the Investment
Advisory Agreement (the "Agreement"), dated August 4, 1997, as amended as of
March 2, 1998 between AIM Advisor Funds, Inc., a Maryland corporation, and A I M
Advisors, Inc., a Delaware corporation.
Schedule A to the Agreement is hereby deleted in its entirety and
replaced with the following:
"SCHEDULE A
TO
INVESTMENT ADVISORY AGREEMENT
OF AIM ADVISOR FUNDS, INC.
Pursuant to Clause 5 of the Investment Advisory Agreement, fees payable
thereunder to the Adviser shall be calculated by applying the following annual
rates to the average daily net assets of each Series:
SERIES ANNUAL FEE RATE
------ ---------------
AIM Advisor Large Cap Value Fund 0.75%
AIM Advisor Flex Fund 0.75%
AIM Advisor Real Estate Fund 0.90%
AIM Advisor International Value Fund 1.00%"
In all other respects, the Agreement is hereby confirmed and remains in
full force and effect.
A I M ADVISOR FUNDS, INC.
Attest: /s/ XXXXXX X. XXXX By: /s/ XXXXXX X. XXXXXX
----------------------------- ------------------------------
Assistant Secretary President
(SEAL)
A I M ADVISORS, INC.
Attest: /s/ XXXX X. XXXX By: /s/ XXXXXX X. XXXXXX
----------------------------- ------------------------------
Assistant Secretary President
(SEAL)
