EXHIBIT e(2)(d)
AMENDMENT NO. 3
TO
FIRST AMENDED AND RESTATED
MASTER DISTRIBUTION AGREEMENT
(CLASS B SHARES)
The First Amended and Restated Master Distribution Agreement (the
"Agreement"), dated December 31, 2000, by and between AIM Funds Group, a
Delaware business trust, and A I M Distributors, Inc., a Delaware corporation,
is hereby amended as follows:
Schedule A to the Agreement is hereby deleted in its entirety and replaced
with the following:
"SCHEDULE A
TO
MASTER DISTRIBUTION AGREEMENT
OF
AIM FUNDS GROUP
CLASS B SHARES
--------------
AIM Balanced Fund
AIM Basic Balanced Fund
AIM European Small Company Fund
AIM Global Utilities Fund
AIM International Emerging Growth Fund
AIM Mid Cap Basic Value Fund
AIM New Technology Fund
AIM Select Growth Fund
AIM Small Cap Equity Fund
AIM Premier Equity Fund
AIM Premier Equity II Fund
AIM Worldwide Spectrum Fund"
All other terms and provisions of the Agreement not amended herein shall
remain in full force and effect.
Dated: July 1 , 2002
------------------
AIM FUNDS GROUP
Attest: /s/ XXXX X. XXXX By: /s/ XXXXXX X. XXXXXX
------------------------------- --------------------------------
Assistant Secretary Xxxxxx X. Xxxxxx
President
A I M DISTRIBUTORS, INC.
Attest: /s/ XXXX X. XXXX By: /s/ XXXXXXX X. XXXX
------------------------------- --------------------------------
Assistant Secretary Xxxxxxx X. Xxxx
President
