AMENDMENT NO. 5
TO
AMENDED AND RESTATED
MASTER DISTRIBUTION AGREEMENT
(CLASS B SHARES)
The Amended and Restated Master Distribution Agreement (Class B Shares)
(the "Agreement") made as of the 18th day of August, 2003, by and between each
registered investment company set forth on Schedule A-1 and Schedule A-2 to the
Agreement (each individually referred to as the "Fund", or collectively, the
"Funds"), severally, on behalf of each of its series of common stock or
beneficial interest, as the case may be, set forth on Schedule A-1 and Schedule
A-2 to the Agreement (each, a "Portfolio"), with respect to the Class B Shares
(the "Shares") of each Portfolio, and A I M DISTRIBUTORS, INC., a Delaware
corporation (the "Distributor"), is hereby amended as follows:
1. The heading in the Agreement is amended to change the
reference to "Schedule A" in the fourth line thereof to a reference to "Schedule
A-1 and Schedule A-2.".
2. Paragraph NINETEENTH is amended to change the
reference to "Exhibit A-1" in the second line thereof to a reference to
"Schedule A-1."
3. Schedule A-2 to the Agreement is hereby deleted in
its entirety and replaced with Schedule A-2 attached to this amendment.
All other terms and provisions of the Agreement not amended hereby
shall remain in full force and effect.
Dated: November 20, 2003
EACH FUND LISTED ON SCHEDULE A-1 ON
BEHALF OF THE SHARES OF EACH PORTFOLIO
LISTED ON SCHEDULE A-1
By: /s/ Xxxx X. Xxxxxxxxxx
---------------------------------
Name: Xxxx X. Xxxxxxxxxx
Title: Executive Vice President
EACH FUND LISTED ON SCHEDULE A-2 ON
BEHALF OF THE SHARES OF EACH
PORTFOLIO LISTED ON SCHEDULE A-2
By: /s/ Xxxx X. Xxxxxxxxxx
---------------------------------
Name: Xxxx X. Xxxxxxxxxx
Title: Executive Vice President
A I M DISTRIBUTORS, INC.
By: /s/ Xxxx X. Needles
---------------------------------
Name: Xxxx X. Needles
Title: President
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SCHEDULE A-2
TO
AMENDED AND RESTATED
MASTER DISTRIBUTION AGREEMENT
(CLASS B SHARES)
AIM BOND FUNDS, INC.
PORTFOLIOS
INVESCO Tax-Free Bond Fund
INVESCO U.S. Government Securities Fund
AIM COMBINATION STOCK & BOND FUNDS, INC.
PORTFOLIOS
INVESCO Core Equity Fund
INVESCO Total Return Fund
AIM COUNSELOR SERIES FUNDS, INC.
PORTFOLIO
INVESCO Advantage Health Sciences Fund
AIM INTERNATIONAL FUNDS, INC. II
PORTFOLIO
INVESCO European Fund
INVESCO International Core Equity Fund
AIM MANAGER SERIES FUNDS, INC.
PORTFOLIO
INVESCO Multi-Sector Fund
AIM SECTOR FUNDS
PORTFOLIOS
INVESCO Energy Fund
3
INVESCO Energy Fund
INVESCO Financial Services Fund
INVESCO Gold & Precious Metals Fund
INVESCO Health Sciences Fund
INVESCO Leisure Fund
INVESCO Real Estate Opportunity Fund
INVESCO Technology Fund
INVESCO Telecommunications Fund
INVESCO Utilities Fund
AIM STOCK FUNDS INC.
INVESCO Dynamics Fund
INVESCO Mid-Cap Growth Fund
INVESCO Small Company Growth Fund
4
