EXHIBIT d(2)(b)
AMENDMENT NO. 1
TO MASTER INTERGROUP
SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS
The Master Intergroup Sub-Advisory Contract for Mutual Funds (the
"Agreement"), dated September 11, 2000, by and between AIM Advisors, Inc., a
Delaware corporation, and INVESCO, Inc., now known as INVESCO Institutional
(N.A.), Inc., a Delaware corporation, is hereby amended as follows:
Exhibit A of the Agreement is hereby deleted in its entirety and
replaced with the following:
"EXHIBIT A
TO
MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS
FUND
AIM Real Estate Fund"
All other terms and provisions of the Agreement not amended herein
shall remain in full force and effect.
Dated: July 1, 2001
AIM ADVISORS, INC.
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------
Xxxxxx X. Xxxxxx
President
(SEAL)
INVESCO INSTITUTIONAL (N.A.), INC.
By: /s/ Xxxxx X. Xxxxxxx
----------------------------------
Xxxxx X. Xxxxxxx
CFO
(SEAL)