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EXHIBIT e(2)(c)
AMENDMENT NO. 2
DISTRIBUTION AGREEMENT
(CLASS A AND CLASS C SHARES)
This Amendment dated as of June 21, 1999 amends the Distribution
Agreement (the "Agreement"), dated August 4, 1997, as amended as of March 3,
1998 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 the current following series, AIM Advisor Large Cap Value Fund, AIM
Advisor Flex Fund, AIM Advisor Real Estate Fund, and AIM Advisor International
Value Fund each of which series offers two classes of Shares pursuant to this
Agreement 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/ 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
