EXHIBIT e(1)(c)
AMENDMENT NO. 2
TO MASTER DISTRIBUTION AGREEMENT
BETWEEN
AIM ADVISOR FUNDS
(CLASS A SHARES AND CLASS C SHARES)
AND
A I M DISTRIBUTORS, INC.
The Master Distribution Agreement (the Agreement"), dated September 11,
2000, by and between AIM Advisor Funds, 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 Fund. 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 Fund. 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 Fund's current prospectus(es). The
Distributor and the Trust 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 MASTER DISTRIBUTION AGREEMENT
OF
AIM ADVISOR FUNDS
CLASS A SHARES
-----------------------------
AIM International Value Fund
AIM Real Estate Fund
CLASS C SHARES
-----------------------------
AIM International Value Fund
AIM Real Estate Fund
CLASS R SHARES
-----------------------------
AIM International Value Fund"
1
All other terms and provisions of the Agreement not amended herein
shall remain in full force and effect.
Dated: June 3 , 2002
---------------------
AIM ADVISOR FUNDS
Attest: /s/ P. Xxxxxxxx Xxxxx By: /s/ Xxxxxx X. Xxxxxx
------------------------------ ------------------------------
Assistant Secretary President
AIM DISTRIBUTORS, INC.
Attest: /s/ P. Xxxxxxxx Xxxxx By: /s/ Xxxxxxx X. Xxxx
------------------------------ ------------------------------
Assistant Secretary President
