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EXHIBIT e(8)(c)
AMENDMENT NO. 2
TO THE AMENDED AND RESTATED
MASTER DISTRIBUTION AGREEMENT
(APPLICABLE TO CLASS A AND CLASS C SHARES)
The Amended Restated Master Distribution Agreement (the "Agreement"),
dated August 4, 1997, 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
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AIM Balanced Fund
AIM Global Utilities Fund
AIM Select Growth Fund
AIM Value Fund
CLASS C SHARES
--------------
AIM Balanced Fund
AIM Global Utilities Fund
AIM Select Growth Fund
AIM Value Fund"
All other terms and provisions of the Agreement not amended herein shall
remain in full force and effect.
Dated: June 1, 2000
AIM FUNDS GROUP
Attest: /s/ P. XXXXXXXX XXXXX By /s/ XXXXX X. XXXXXXX
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Assistant Secretary Senior Vice President
A I M DISTRIBUTORS, INC.
Attest: /s/ P. XXXXXXXX XXXXX By: /s/ ILLEGIBLE
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Assistant Secretary Senior Vice President
