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EXHIBIT e(9)(c)
AMENDMENT NO. 2
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:
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 European Small Company Fund
AIM Explorer Fund
AIM Global Utilities Fund
AIM International Emerging Growth Fund
AIM New Technology Fund
AIM Select Growth Fund
AIM Small Cap Equity Fund
AIM Value Fund
AIM Value II Fund
CLASS C SHARES
--------------
AIM Balanced Fund
AIM European Small Company Fund
AIM Explorer Fund
AIM Global Utilities Fund
AIM International Emerging Growth Fund
AIM New Technology Fund
AIM Select Growth Fund
AIM Small Cap Equity Fund
AIM Value Fund
AIM Value II Fund"
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All other terms and provisions of the Agreement not amended herein shall
remain in full force and effect.
Dated: December ____, 2000
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<CAPTION>
AIM FUNDS GROUP
<S> <C>
Attest: By:
----------------------------- -----------------------------
Assistant Secretary Robert H. Graham
President
A I M DISTRIBUTORS, INC.
Attest: By:
----------------------------- -----------------------------
Assistant Secretary Michael J. Cemo
President
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