EXHIBIT e(1)(f)
AMENDMENT NO. 5
TO THE SECOND AMENDED AND RESTATED
MASTER DISTRIBUTION AGREEMENT
(APPLICABLE TO CLASS A AND CLASS C SHARES)
The Second Amended and Restated Master Distribution Agreement (the
"Agreement"), dated July 1, 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:
1. The following paragraph is added at the end of Section FOURTH: (A):
"The public offering price of the Institutional Class shares
of the Company shall be the net asset value per share. Net asset value
per share shall be determined in accordance with the provisions of the
then current Institutional Class shares' prospectus and statement of
additional information."
Appendix A to the Agreement is hereby deleted in its entirety and
replaced with the following:
"APPENDIX A
TO
MASTER DISTRIBUTION AGREEMENT
OF
AIM FUNDS GROUP
CLASS A SHARES
AIM Balanced Fund
AIM Basic Balanced Fund
AIM European Small Company Fund
AIM Global Utilities Fund
AIM International Emerging Growth Fund
AIM New Technology Fund
AIM Select Equity Fund
AIM Small Cap Equity Fund
AIM Value Fund
AIM Value II Fund
AIM Worldwide Spectrum Fund
CLASS C SHARES
AIM Balanced Fund
AIM Basic Balanced Fund
AIM European Small Company Fund
AIM Global Utilities Fund
AIM International Emerging Growth Fund
AIM New Technology Fund
AIM Select Equity Fund
AIM Small Cap Equity Fund
AIM Value Fund
AIM Value II Fund
AIM Worldwide Spectrum Fund
INSTITUTIONAL CLASS SHARES
AIM Balanced Fund
AIM Value Fund"
All other terms and provisions of the Agreement not amended herein
shall remain in full force and effect.
Dated: ________________, 2002
AIM FUNDS GROUP
Attest: By:
--------------------------------- -------------------------------
Assistant Secretary Xxxxxx X. Xxxxxx
President
A I M DISTRIBUTORS, INC.
Attest: By:
--------------------------------- -------------------------------
Assistant Secretary Xxxxxxx X. Xxxx
President
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