EXHIBIT e(1)(c)
AMENDMENT NO. 2
TO THE FIRST AMENDED AND RESTATED
MASTER DISTRIBUTION AGREEMENT
BETWEEN
AIM GROWTH SERIES
(CLASS A SHARES, CLASS C SHARES 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 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 Class R shares shall be the
net asset value per share of the applicable Class R shares. Net asset
value per share shall be determined in accordance with the provisions
of the then current prospectus and statement of additional information
of the applicable Portfolio. The Distributor may establish a schedule
of contingent deferred sales charges to be imposed at the time of
redemption of the Shares, and such schedule shall be disclosed in the
current prospectus of each Portfolio. Such schedule of contingent
deferred sales charges may reflect variations in or waivers of such
charges on redemptions of Class R shares, either generally to the
public or to any specified class of shareholders and/or in connection
with any specified class of transactions, in accordance with applicable
rules and regulations and exemptive relief granted by the Securities
and Exchange Commission, and as set forth in the Portfolios' current
prospectus(es). The Distributor and the Company shall apply any then
applicable scheduled variation in or waiver of contingent deferred
sales charges uniformly to all shareholders and/or all transactions
belonging to a specified class."
2. 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
CLASS R SHARES
AIM Basic Value 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
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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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