EXHIBIT d(3)(c)
AMENDMENT NO. 2
TO
MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS
This Amendment dated as of July 1, 2002, amends the Master
Intergroup Sub-Advisory Contract for Mutual Funds (the "Agreement"), dated
September 11, 2000, between AIM Advisors, Inc. and INVESCO Global Asset
Management (N.A.), Inc.
W I T N E S S E T H:
WHEREAS, the parties desire to amend the Agreement to reflect the name
change of AIM International Value Fund to AIM International Core Equity Fund;
NOW, THEREFORE, the parties agree as follows;
1. Exhibit A to the Agreement are hereby deleted in their entirety
and replaced with the following:
"EXHIBIT A
TO
MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS
FUND
AIM International Core Equity Fund"
2. In all other respects, the Agreement is hereby confirmed and
remains in full force and effect.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their respective officers on the date first written above.
INVESCO GLOBAL ASSET
MANAGEMENT (N.A.), INC.
Attest: /s/ illegible By: /s/ Xxxx X. Xxxxxxx
--------------------------- ---------------------------
Assistant Secretary Xxxx X. Xxxxxxx
President
(SEAL)
AIM ADVISORS, INC.
Attest: /s/ Xxxx X. Xxxx By: /s/ Xxxxxx X. Xxxxxx
--------------------------- ---------------------------
Assistant Secretary Xxxxxx X. Xxxxxx
President
(SEAL)
2