EXHIBIT e(1)(d)
AMENDMENT NO. 3
TO THE FIRST AMENDED AND RESTATED
MASTER DISTRIBUTION AGREEMENT
BETWEEN
AIM EQUITY FUNDS
(APPLICABLE TO CLASS A AND CLASS C SHARES)
AND
A I M DISTRIBUTORS, INC.
The First Amended and Restated Master Distribution Agreement (the
"Agreement"), dated July 1, 2000, by and between AIM Equity Funds, a Delaware
business trust, and A I M Distributors, Inc., a Delaware corporation, is hereby
amended as follows:
Appendix A to the Agreement is hereby deleted in its entirety and
replaced with the following:
"APPENDIX A
TO
FIRST AMENDED AND RESTATED
MASTER DISTRIBUTION AGREEMENT
OF
AIM EQUITY FUNDS
CLASS A SHARES
AIM Aggressive Growth Fund
AIM Blue Chip Fund
AIM Capital Development Fund
AIM Charter Fund
AIM Constellation Fund
AIM Core Strategies Fund
AIM Dent Demographic Trends Fund
AIM Emerging Growth Fund
AIM Large Cap Basic Value Fund
AIM Large Cap Core Equity Fund
AIM Large Cap Growth Fund
AIM Mid Cap Growth Fund
AIM Xxxxxxxxxx Fund
CLASS C SHARES
AIM Aggressive Growth Fund
AIM Blue Chip Fund
AIM Capital Development Fund
AIM Charter Fund
AIM Constellation Fund
AIM Core Strategies Fund
AIM Dent Demographic Trends Fund
AIM Emerging Growth Fund
AIM Large Cap Basic Value Fund
AIM Large Cap Core Equity Fund
AIM Large Cap Growth Fund
CLASS C SHARES(continued)
AIM Mid Cap Growth Fund
AIM Xxxxxxxxxx Fund
INSTITUTIONAL CLASS SHARES
AIM Aggressive Growth Fund
AIM Blue Chip Fund
AIM Capital Development Fund
AIM Charter Fund
AIM Constellation Fund
AIM Xxxxxxxxxx Fund"
All other terms and provisions of the Agreement not amended herein
shall remain in full force and effect.
Dated: March __, 2002
AIM EQUITY FUNDS
Attest: By
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Assistant Secretary President
A I M DISTRIBUTORS, INC.
Attest: By
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Assistant Secretary President
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