EXHIBIT e(1)(b)
AMENDMENT NO. 1
TO THE FIRST AMENDED AND RESTATED
MASTER DISTRIBUTION AGREEMENT
(APPLICABLE TO CLASS A AND CLASS C SHARES)
The First Amended and Restated Master Distribution Agreement (the
"Agreement"), dated July 1, 2000, by and between AIM Growth Series, a Delaware
business trust, and A I M Distributors, Inc., a Delaware corporation, is hereby
amended as follows:
1. The following paragraph is added at the end of Section FOURTH: (A):
"The public offering price of the Institutional Class shares
of the Company shall be the net asset value per share. Net asset value
per share shall be determined in accordance with the provisions of the
then current Institutional Class shares' prospectus and statement of
additional information."
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 GROWTH SERIES
CLASS A SHARES
AIM Basic Value Fund
AIM Euroland Growth Fund
AIM Mid Cap Equity Fund
AIM Small Cap Growth Fund
CLASS C SHARES
AIM Basic Value Fund
AIM Euroland Growth Fund
AIM Mid Cap Equity Fund
AIM Small Cap Growth Fund
INSTITUTIONAL CLASS SHARES
AIM Basic Value Fund
AIM Mid Cap Equity Fund
AIM Small Cap Growth Fund"
All other terms and provisions of the Agreement not amended herein shall
remain in full force and effect.
Dated: , 2002
---------------------
AIM GROWTH SERIES
Attest: By:
-------------------------- ------------------------------------
Assistant Secretary Xxxxxx X. Xxxxxx
President
A I M DISTRIBUTORS, INC.
Attest: By:
-------------------------- ------------------------------------
Assistant Secretary Xxxxxxx X. Xxxx
President
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