EXHIBIT e(2)(b)
AMENDMENT NO. 1
TO FIRST AMENDED AND RESTATED
MASTER DISTRIBUTION AGREEMENT
BETWEEN
AIM ADVISOR FUNDS
(CLASS B SHARES)
AND
A I M DISTRIBUTORS, INC.
The first Amended and Restated Master Distribution Agreement (the
Agreement"), dated December 31, 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:
Schedule A to the Agreement is hereby deleted in its entirety and
replaced with the following:
"SCHEDULE A
TO THE FIRST AMENDED AND RESTATED
MASTER DISTRIBUTION AGREEMENT
OF
AIM ADVISOR FUNDS
CLASS B SHARES
AIM International Value Fund
AIM Real Estate Fund"
All other terms and provisions of the Agreement not amended herein shall
remain in full force and effect.
Dated: September 10, 2001
AIM ADVISOR FUNDS
Attest: /s/ P. XXXXXXXX XXXXX By: /s/ XXXXXX X. XXXXXX
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Assistant Secretary President
A I M DISTRIBUTORS, INC.
Attest: /s/ P. XXXXXXXX XXXXX By: /s/ XXXXXXX X. XXXX
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Assistant Secretary President