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EXHIBIT m(2)(c)
AMENDMENT NO. 2
PLAN AND AGREEMENT OF DISTRIBUTION PURSUANT TO RULE 12B-1
This Amendment dated as of June 21, 1999, amends the Plan and Agreement
of Distribution Pursuant to Rule 12b-1 (the "Agreement"), dated August 4, 1997,
as amended as of March 2, 1998, 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 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"
Section 4a and 4b are deleted in their entirety and replaced with the
following paragraphs;
"4a. With respect to its Class A shares, each Fund shall pay AIM
Distributors out of its assets attributable to Class A shares, on a monthly
basis, an amount computed at an annual rate of .35 of 1% of the average daily
net assets of Class A shares of the Fund during the month, all of which amount
must, in the discretion of AIM Distributors, either be used by AIM Distributors
to provide the Fund with the marketing activities and distribution services
specified in paragraph (2) above, or returned to the Fund. No payments will be
made by a Fund after the date of termination of the Plan and Agreement with
respect to Class A shares.
4b. With respect to its Class C shares, each Fund shall pay AIM
Distributors out of its assets attributable to Class C shares, on a monthly
basis, an amount computed at an annual rate of .75 of 1% of the average daily
net assets of Class C shares of the Fund during the month, all of which amount
must, in the discretion of AIM Distributors, either be used by AIM Distributors
to provide the Funds with the marketing activities and distribution services
specified in paragraph (2) above, including using such payments to offset
advanced commission payments that have been paid to broker-dealers for sale of
Class C shares of the Fund, or returned to the Fund. In addition, each Fund
shall pay AIM Distributors out of its assets, on a monthly basis, an amount
computed at an annual rate of .25 of 1% of the average daily net assets of the
Fund during the month, all of which amount must, in the discretion of AIM
Distributors, either be used by AIM Distributors to pay the service, support, or
similar fee specified in paragraph 2(b) above, or returned to the Fund. No
payments will be made by a Fund hereunder after the date of termination of the
Plan and Agreement with respect to Class C shares."
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In all other respects, the Agreement is hereby confirmed and remains in full
force and effect.
AIM ADVISOR FUNDS, INC.
ATTEST: /s/ XXXXXX X. XXXX By: /s/ XXXXXX X. XXXXXX
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Assistant Secretary President
A I M DISTRIBUTORS, INC.
ATTEST: /s/ XXXX X. XXXX By: /s/ XXXXXXX X. XXXX
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Assistant Secretary President
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