FIRST RESTATED

                            MASTER DISTRIBUTION PLAN

                             (INVESTOR CLASS SHARES)

              (EFFECTIVE JULY 1, 2004, AND AS SUBSEQUENTLY AMENDED)

     SECTION 1. Each registered investment company, as described in Schedule A
to this plan (each individually referred to as "Fund", or collectively,
"Funds"), severally, on behalf of each of its series of beneficial interest set
forth in Schedule A to this plan (each, a "Portfolio"), may act as a distributor
of the Investor Class Shares of such Portfolio (the "Shares") of which such Fund
is the issuer, pursuant to Rule12b-1 under the Investment Company Act of 1940
(the "1940 Act"), according to the terms of this First Restated Master
Distribution Plan (the "Plan").

     SECTION 2. Each Fund, on behalf of a Portfolio, is hereby authorized to
expend, out of its assets, on a monthly basis, and shall reimburse A I M
Distributors, Inc. ("Distributors") to such extent, for Distributors' actual
direct expenditures incurred over a rolling twelve-month period (or the rolling
twenty-four month period specified below) in engaging in the activities and
providing the services specified in Sections 3 and 4 below, an amount computed
at an annual rate of 0.25% of the average daily net assets of such Portfolio
during the month. Distributors shall not be entitled hereunder to reimbursement
for overhead expenses (overhead expenses defined as customary overhead not
including the costs of Distributors' personnel whose primary responsibilities
involve marketing of the Funds). Payments by a Fund on behalf of a Portfolio
hereunder, for any month, may be made only with respect to: (a) expenditures
incurred by Distributors during the rolling twelve-month period in which that
month falls, or (b) to the extent permitted by applicable law, for any month
during the first twenty-four months following a Portfolio's commencement of
operations, expenditures incurred by Distributors during the rolling twenty-four
month period in which that month falls, and any expenditures incurred in excess
of the limitations described above are not reimbursable. No Fund on behalf of a
Portfolio shall be authorized to expend, for any month, a greater amount out of
its assets to reimburse Distributors for expenditures incurred during the
rolling twenty-four month period referred to above than it would otherwise be
authorized to expend out of its assets to reimburse Distributors for
expenditures incurred during the rolling twelve-month period referred to above.

     Expenses incurred pursuant to this Plan shall be subject to any applicable
limitations imposed from time to time by the applicable rules of NASD Inc.
("NASD").

     SECTION 3. The Fund may expend amounts under this Plan to finance
distribution-related services for the Shares of each Portfolio.
Distribution-related services shall mean any activity which is primarily
intended to result in the sale of the Shares, including, but not limited to,
organizing and conducting sales seminars, implementing advertising programs,
engaging finders and paying finders fees, printing prospectuses and statements
of additional information (and supplements thereto) and annual and semi-annual
reports for other than existing shareholders, preparing and distributing
advertising material and sales literature, making supplemental payments to
dealers and other institutions as asset-based sales charges, and administering
this Plan.

     The Fund has selected Distributors to provide distribution-related services
on behalf of and for the Shares of each Portfolio. Distributors may provide such
distribution-related services either directly or through third parties.



     The specific activities and services to be provided by Distributors
hereunder shall include one or more of the following: (a) the payment of
compensation (including trail commissions and incentive compensation) to
securities dealers, financial institutions and other organizations, which may
include Distributors-affiliated companies, that render distribution and
administrative services in connection with the distribution of the Fund's
Investor Class Shares; (b) the printing and distribution of reports and
prospectuses for the use of potential investors in the Fund; (c) the preparing
and distributing of sales literature; (d) the providing of advertising and
engaging in other promotional activities, including direct mail solicitation,
and television, radio, newspaper and other media advertisements; and (e) the
providing of such other services and activities as may from time to time be
agreed upon by the Fund.

     SECTION 4. The Fund, on behalf of a Portfolio, may also expend amounts
under this Plan to finance payments of service fees under arrangements for
personal continuing shareholder services, up to a maximum annual rate of 0.25%
of the average daily net assets of the Investor Class Shares of such Portfolio.
Personal continuing shareholder services may include, but shall not be limited
to, the following: (i) distributing sales literature to customers; (ii)
answering routine customer inquiries concerning the Fund and the Shares; (iii)
assisting customers in changing dividend options, account designations and
addresses, and in enrolling in any of several retirement plans offered in
connection with the purchase of Shares; (iv) assisting customers in the
establishment and maintenance of customer accounts and records, and in the
placement of purchase and redemption transactions; (v) assisting customers in
investing dividends and capital gains distributions automatically in Shares; and
(vi) providing such other information and services as the Fund or the customer
may reasonably request.

     Distributors may implement these arrangements either directly or through
third parties.

     SECTION 5. All amounts expended pursuant to this Plan shall be paid to
Distributors pursuant to the related agreement to this Plan attached hereto as
Exhibit A and are the legal obligation of the Fund and not of Distributors. The
maximum service fee payable by the Fund on behalf of a Portfolio for personal
continuing shareholder services shall be twenty-five one-hundredths of one
percent (0.25%), or such lower rate for the Portfolio as is specified on
Schedule A, per annum of the average daily net assets of the Portfolio
attributable to the Shares owned by the customers of entity providing such
shareholder services.

     No provision of this Plan shall be interpreted to prohibit any payments by
the Fund with respect to the Shares of a Portfolio during periods when the Fund
has suspended or otherwise limited sales of such Shares.

     SECTION 6. Distributors shall provide to the Fund's Board of Trustees
("Board of Trustees") and the Board of Trustees shall review, at least
quarterly, a written report of the amounts expended under this Plan and the
purposes for which such expenditures were made.

     SECTION 7. This Plan and any agreement related to this Plan shall become
effective immediately, with respect to any Portfolio, upon the receipt by the
applicable Fund of both (a) the affirmative vote of a majority of the Board of
Trustees of the Fund, and (b) the affirmative vote of a majority of those
trustees ("Trustees") of the Fund who are not "interested persons" of the Fund
(as defined in the 1940 Act) and have no direct or indirect financial interest
in the operation of this Plan or any agreements related to it (the
"Dis-interested Trustees"), cast in person at a meeting called for the purpose
of voting on this Plan or such agreement.



     SECTION 8. Any material amendments to this Plan must be approved, with
respect to any Portfolio, by both (a) the affirmative vote of a majority of the
Board of Trustees of the applicable Fund, and (b) the affirmative vote of a
majority of the Dis-interested Trustees, cast in person at a meeting called for
the purpose of voting on the amendment. In addition, this Plan may not be
amended with respect to the Shares of any Portfolio to increase materially the
amount to be spent for distribution provided for in Section 2 hereof unless such
amendment is approved by a "majority of the outstanding voting securities" (as
defined in the 1940 Act) of the Shares of such Portfolio.

     SECTION 9. Unless sooner terminated pursuant to Section 10, this Plan and
any related agreement shall continue in effect for the Shares of each Portfolio
until June 30, 2007 and thereafter each shall continue in effect so long as such
continuance is specifically approved, at least annually, in the manner provided
for approval of this Plan in Section 7.

     SECTION 10. This Plan may be terminated with respect to the Shares of any
Portfolio at any time by vote of a majority of the Dis-interested Trustees of
the applicable Fund, or by vote of a majority of the outstanding Shares of such
Portfolio. If this Plan is terminated with respect to a Portfolio, the
obligation of the Fund to make payments pursuant to this Plan with respect to
such Portfolio will also cease and the Fund will not be required to make any
payments with respect to such Portfolio beyond the termination date.

     SECTION 11. Any agreement related to this Plan shall be made in writing,
and shall provide:

               (a) that such agreement may be terminated at any time, with
     respect to the Shares of any Portfolio, without payment of any penalty, by
     vote of a majority of the Dis-interested Trustees of the applicable Fund or
     by a vote of the outstanding Shares of such Portfolio, on not more than
     sixty (60) days' written notice to any other party to the agreement; and

               (b) that such agreement shall terminate automatically in the
     event of its assignment.



                                   SCHEDULE A
                                       TO
                                 FIRST RESTATED
                            MASTER DISTRIBUTION PLAN
                             (INVESTOR CLASS SHARES)

AIM EQUITY FUNDS

PORTFOLIO - INVESTOR CLASS SHARES

AIM Diversified Dividend Fund
AIM Large Cap Growth Fund

AIM FUNDS GROUP

PORTFOLIO - INVESTOR CLASS SHARES

AIM Basic Balanced Fund

AIM GROWTH SERIES

PORTFOLIO- INVESTOR CLASS SHARES

AIM Small Cap Growth Fund

AIM INTERNATIONAL MUTUAL FUNDS

PORTFOLIO - INVESTOR CLASS SHARES

AIM European Growth Fund

AIM INVESTMENT SECURITIES FUNDS

PORTFOLIO - INVESTOR CLASS SHARES

AIM High Yield Fund
AIM Income Fund
AIM Intermediate Government Fund
AIM Municipal Bond Fund
AIM Real Estate Fund

AIM SECTOR FUNDS

PORTFOLIO - INVESTOR CLASS SHARES

AIM Technology Fund

AIM STOCK FUNDS

PORTFOLIO - INVESTOR CLASS SHARES

AIM Dynamics Fund