AMENDMENT NO. 5 TO THE FIRST AMENDED AND RESTATED MASTER DISTRIBUTION AGREEMENT BETWEEN AIM EQUITY FUNDS (CLASS A SHARES, CLASS C SHARES, CLASS R AND INSTITUTIONAL CLASS SHARES) AND A I M DISTRIBUTORS, INC. The First Amended and Restated Master...

                                                                 EXHIBIT e(1)(f)

                                 AMENDMENT NO. 5
                        TO THE FIRST AMENDED AND RESTATED
                          MASTER DISTRIBUTION AGREEMENT
                                     BETWEEN
                                AIM EQUITY FUNDS
    (CLASS A SHARES, CLASS C SHARES, CLASS R AND INSTITUTIONAL CLASS SHARES)
                                       AND
                            A I M DISTRIBUTORS, INC.

        The First Amended and Restated Master Distribution Agreement (the
"Agreement"), dated July 1, 2000, by and between AIM Equity Funds, a Delaware
business trust, and A I M Distributors, Inc., a Delaware corporation, is hereby
amended as follows:


         1. Appendix A to the Agreement is hereby deleted in its entirety and
replaced with the following:

                                   "APPENDIX A
                                       TO
                           FIRST AMENDED AND RESTATED
                          MASTER DISTRIBUTION AGREEMENT
                                       OF
                                AIM EQUITY FUNDS


         CLASS A SHARES

         AIM Aggressive Growth Fund
         AIM Basic Value II Fund
         AIM Blue Chip Fund
         AIM Capital Development Fund
         AIM Charter Fund
         AIM Constellation Fund
         AIM Core Strategies Fund
         AIM Dent Demographic Trends Fund
         AIM Emerging Growth Fund
         AIM Large Cap Basic Value Fund
         AIM Large Cap Core Equity Fund
         AIM Large Cap Growth Fund
         AIM Mid Cap Growth Fund
         AIM U.S. Growth Fund
         AIM Xxxxxxxxxx Fund





         CLASS C SHARES

         AIM Aggressive Growth Fund
         AIM Basic Value II Fund
         AIM Blue Chip Fund
         AIM Capital Development Fund
         AIM Charter Fund
         AIM Constellation Fund
         AIM Core Strategies Fund
         AIM Dent Demographic Trends Fund
         AIM Emerging Growth Fund
         AIM Large Cap Basic Value Fund
         AIM Large Cap Core Equity Fund
         AIM Large Cap Growth Fund
         AIM Mid Cap Growth Fund
         AIM U.S. Growth Fund
         AIM Xxxxxxxxxx Fund

         CLASS R SHARES

         AIM Aggressive Growth Fund
         AIM Blue Chip Fund
         AIM Capital Development Fund
         AIM Charter Fund
         AIM Constellation Fund
         AIM Large Cap Basic Value Fund
         AIM Large Cap Growth Fund
         AIM Mid Cap Growth Fund
         AIM Xxxxxxxxxx Fund

         INSTITUTIONAL CLASS SHARES

         AIM Aggressive Growth Fund
         AIM Blue Chip Fund
         AIM Capital Development Fund
         AIM Charter Fund
         AIM Constellation Fund
         AIM Xxxxxxxxxx Fund"

     All other terms and provisions of the Agreement not amended herein shall
remain in full force and effect.

Dated:  August 29th, 2002
                                           AIM EQUITY FUNDS



Attest:  /s/ XXXX X. XXXX                  By: /s/ XXXXXX X. XXXXXX
        -------------------------              --------------------------------
        Assistant Secretary                    President

                                           A I M DISTRIBUTORS, INC.


Attest:  /s/ XXXX X. XXXX                  By: /s/ XXXXXXX X. XXXX
        -------------------------              --------------------------------
         Assistant Secretary                   President



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