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EXHIBIT e(2)(b)
AMENDMENT NO. 1
DISTRIBUTION AGREEMENT
This Amendment dated as of March 2, 1998 amends the Distribution
Agreement (the "Agreement"), dated August 4, 1997, between AIM Advisor Funds,
Inc. (formerly, INVESCO Advisor Funds, Inc.), a Maryland corporation (the
"Fund"), and A I M Distributors, Inc., a Delaware corporation (the
"Underwriter").
The first WHEREAS clause of the Agreement is hereby deleted in its
entirety and replaced with the following:
"WHEREAS, the Fund is registered under the Investment Company Act of
1940, as amended (the "Investment Company Act"), as a diversified, open-end
management investment company whose authorized common shares ("Shares") are
divided into series AIM Advisor Large Cap Value Fund, AIM Advisor Flex Fund, AIM
Advisor MultiFlex Fund, AIM Advisor Real Estate Fund, and AIM Advisor
International Value Fund each of which series offers two classes of Shares and
which may be divided into additional series, each representing an interest in a
separate portfolio of investments, and additional classes of such series, and it
is in the interest of the Fund to offer the Shares for sale continuously; 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