EXHIBIT e(3)
AMENDMENT NO. 1
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 International Funds, Inc.,
a Maryland corporation, 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
SECOND AMENDED AND RESTATED
MASTER DISTRIBUTION AGREEMENT
OF
AIM INTERNATIONAL FUNDS, INC.
CLASS A SHARES
AIM Asian Growth Fund
AIM European Development Fund
AIM Global Aggressive Growth Fund
AIM Global Growth Fund
AIM Global Income Fund
AIM International Equity Fund
CLASS C SHARES
AIM Asian Growth Fund
AIM European Development Fund
AIM Global Aggressive Growth Fund
AIM Global Growth Fund
AIM Global Income Fund
AIM International Equity Fund
INSTITUTIONAL CLASS SHARES
AIM International Equity Fund"
All other terms and provisions of the Agreement not amended herein shall
remain in full force and effect.
Dated: , 2002
----------------
AIM INTERNATIONAL FUNDS, INC.
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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