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EXHIBIT h(5)(b)
AMENDMENT TO AGREEMENT AND PLAN
OF REORGANIZATION
This Amendment ("Amendment") to the Agreement and Plan of
Reorganization, dated as of March 22, 2000 ("Agreement"), by and among AIM
Advisor Funds, Inc., a Maryland corporation ("AAF"), on behalf of AIM Advisor
Large Cap Value Fund ("Large Cap Value Fund"), AIM Growth Series, a Delaware
business trust ("AGS"), on behalf of AIM Basic Value Fund ("Basic Value Fund"),
and A I M Advisors, Inc., a Delaware corporation ("AIM"), is made as of the
16th day of June 2000.
WHEREAS, AAF, AGS, and AIM have entered into the Agreement setting
forth the details of the reorganization of Large Cap Value Fund into Basic
Value Fund; and
WHEREAS, AAF, AGS, and AIM wish to amend the Agreement as set forth
below.
NOW, THEREFORE, in consideration of the foregoing and the mutual
promises contained in the Agreement and this Amendment, the parties hereto
agree as follows:
1. Section 1.1 of the Agreement is hereby amended to include the
following:
"Business Day" means a day on which the NYSE is open for
trading.
"NYSE" means the New York Stock Exchange.
2. Section 1.1 of the Agreement is hereby further amended by amending
and restating the definition of "Valuation Time" to read in its entirety as
follows:
"Valuation Time" means the close of the customary trading
session of the NYSE on the Business Day immediately preceding the
Closing Date.
3. Article 3 of the Agreement is hereby amended by adding the
following sections at the end thereof:
Section 3.27 Compensation. None of the compensation received
by any Acquired Fund Shareholder who is an employee of or service provider to
the Acquired Fund will be separate consideration for, or allocable to, any of
the Acquired Fund Shares held by such shareholder, none of the Acquiring Fund
Shares received by any such shareholder will be separate consideration for, or
allocable to, any employment agreement, investment advisory agreement, or other
service agreement; and the consideration paid to any such shareholder will be
for services actually rendered and will be commensurate with amounts paid to
third parties bargaining at arm's-length for similar services.
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Section 3.28 No Control. Immediately after the Reorganization, the
Acquired Fund Shareholders will not own shares constituting "control"
(within the meaning of Section 304(c) of the Code) of the Acquiring Fund.
Section 3.29 Expenses. The Acquired Fund will not be reimbursed for
any expenses incurred by it or on its behalf in connection with the
Reorganization unless those expenses are solely and directly related to the
Reorganization (determined in accordance with the guidelines set forth in
Rev. Rul. 73-54, 1973-1 C.B. 187).
4. Article 4 of the Agreement is hereby amended by adding the following
sections at the end thereof:
Section 4.18 Diversification of Assets. Immediately after the
Reorganization, (a) not more than 25% of the value of the Acquiring Fund's
total assets (excluding cash, cash items, and U.S. government securities)
will be invested in the stock and securities of any one issuer and (b) not
more than 50% of the value of such assets will be invested in the stock and
securities of five or fewer issuers.
Section 4.19 No Control. Immediately after the Reorganization, the
Acquired Fund Shareholders will not own shares constituting "control"
(within the meaning of Section 304(c) of the Code) of the Acquiring Fund.
Section 4.20 Expenses. The Acquiring Fund will not be reimbursed for
any expenses incurred by it or on its behalf in connection with the
Reorganization unless those expenses are solely and directly related to the
Reorganization (determined in accordance with the guidelines set forth in
Rev. Rul. 73-54, 1973-1 C.B. 187).
5. Except as expressly provided above, the Agreement shall continue
unmodified in full force and effect.
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IN WITNESS WHEREOF, each party has caused this Amendment to be executed
and delivered by its duly authorized officers as of the 16th day of June 2000.
AIM Advisor Funds, Inc., acting
on behalf of AIM Advisor Large Cap Value Fund
By: /s/ XXXXXX X. XXXXXX
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AIM Growth Series, acting
on behalf of AIM Basic Value Fund
By: /s/ XXXXXX X. XXXXXX
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AIM Advisors, Inc.
By: /s/ XXXXXX X. XXXXXX
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