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EXHIBIT m(2)(b)
AMENDMENT NO. 1
PLAN AND AGREEMENT OF DISTRIBUTION PURSUANT TO RULE 12b-1
This Amendment dated as of March 2, 1998, amends the Plan and Agreement
of Distribution Pursuant to Rule 12b-1 (the "Agreement"), dated August 4, 1997,
by and between AIM Advisor Funds, Inc., a Maryland corporation (formerly,
INVESCO Advisor Funds, Inc., hereinafter called the "Company") and A I M
Distributors, Inc., a Delaware corporation ("AIM Distributors").
The second WHEREAS clause of the Agreement is hereby deleted in its
entirety and replaced with the following:
"WHEREAS, the Company desires to finance the distribution of the shares
of certain of its Series (the AIM Advisor Large Cap Value Fund, the AIM Advisor
Flex Fund, the AIM Advisor MultiFlex Fund, the AIM Advisor Real Estate Fund, and
the AIM Advisor International Value Fund; collectively, the "Funds") in
accordance with this Plan and Agreement of Distribution pursuant to Rule 12b-1
under the Act (the "Plan and Agreement"); and"
In all other respects, the Agreement is hereby confirmed and remains in
full force and effect.
AIM ADVISOR FUNDS, INC.
ATTEST: /s/ XXXXXXX X. XXXXX By: /s/ XXXXXX X. XXXXXX
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Assistant Secretary President
A I M DISTRIBUTORS, INC.
ATTEST: /s/ XXXXXXX X. XXXXX By: /s/ XXXXXXX X. XXXX
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Assistant Secretary President
