<PAGE> 1
EXHIBIT m(10)(b)
AMENDMENT NO. 1
FIFTH AMENDED AND RESTATED MASTER DISTRIBUTION PLAN
The Fifth Amended and Restated Master Distribution Plan (the "Plan"),
dated as of ______________, pursuant to Rule 12b-1 of AIM Funds Group, a
Delaware business trust, is hereby amended as follows:
Schedule A of the Plan is hereby deleted in its entirety and replaced
with the following:
"SCHEDULE A
TO
[FOURTH AMENDED AND RESTATED MASTER DISTRIBUTION PLAN]
OF
AIM FUNDS GROUP
(CLASS A SHARES AND CLASS C SHARES)
(DISTRIBUTION FEE)
The Fund shall pay the Distributor as full compensation for all
services rendered and all facilities furnished under the Distribution Plan for
each Portfolio (or Class thereof) designated below, a Distribution Fee*
determined by applying the annual rate set forth below as to each Portfolio (or
Class thereof) to the average daily net assets of the Portfolio (or Class
thereof) for the plan year, computed in a manner used for the determination of
the offering price of shares of the Portfolio.
<TABLE>
<CAPTION>
MINIMUM MAXIMUM MAXIMUM
PORTFOLIO ASSET BASED SERVICE AGGREGATE
CLASS A SHARES SALES CHARGE FEE FEE
-------------- ------------ ------- ---------
<S> <C> <C> <C>
AIM Balanced Fund 0.00% 0.25% 0.25%
AIM European Small Company Fund 0.10% 0.25% 0.35%
AIM Global Utilities Fund 0.00% 0.25% 0.25%
AIM International Emerging Growth Fund 0.10% 0.25% 0.35%
AIM New Technology Fund 0.10% 0.25% 0.35%
AIM Select Growth Fund 0.00% 0.25% 0.25%
AIM Small Cap Equity Fund 0.10% 0.25% 0.35%
AIM Value Fund 0.00% 0.25% 0.25%
AIM Value II Fund 0.10% 0.25% 0.35%
</TABLE>
<TABLE>
<CAPTION>
MINIMUM MAXIMUM MAXIMUM
PORTFOLIO ASSET BASED SERVICE AGGREGATE
CLASS C SHARES SALES CHARGE FEE FEE
-------------- ------------ ------- ---------
<S> <C> <C> <C>
AIM Balanced Fund 0.75% 0.25% 1.00%
AIM European Small Company Fund 0.75% 0.25% 1.00%
AIM Global Utilities Fund 0.75% 0.25% 1.00%
AIM International Emerging Growth Fund 0.75% 0.25% 1.00%
AIM New Technology Fund 0.75% 0.25% 1.00%
AIM Select Growth Fund 0.75% 0.25% 1.00%
AIM Small Cap Equity Fund 0.75% 0.25% 1.00%
AIM Value Fund 0.75% 0.25% 1.00%
AIM Value II Fund 0.75% 0.25% 1.00%"
</TABLE>
--------------
* The Distribution Fee is payable apart from the sales charge, if any, as
stated in the current prospectus for the applicable Class and the
applicable Portfolio.
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The Distributor will waive part or all of its Distribution Fee as to a
Portfolio (or Class thereof) to the extent that the ordinary business expenses
of the Portfolio exceed the expense limitation as to the Portfolio (if any) as
contained in the Master Investment Advisory Agreement between the Company and
A I M Advisors, Inc.
All other terms and provisions of the Plan not amended herein shall
remain in full force and effect.
Dated: , 2000
-------------------
AIM FUNDS GROUP
(on behalf of its Class A and
Class C Shares)
Attest: By:
----------------------------- --------------------------------
Assistant Secretary President
