AIM FUNDS GROUP/DE, 485BPOS, 1995-11-17

AIM FUNDS GROUP/DE
485BPOS, 1995-11-17

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<PAGE> 1

As filed with the Securities and Exchange Commission on November 17, 1995

Registration No. 2-27334

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X
---

Pre-Effective Amendment No.
---- ---

Post-Effective Amendment No. 70 X
---- ---

and/or

REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 X
---

Amendment No. 70 X
---- ---

(Check appropriate box or boxes.)

AIM FUNDS GROUP
----------------------------------------------------
(Exact name of Registrant as Specified in Charter)

11 Greenway Plaza, Suite 1919, Houston, TX 77046
----------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, including Area Code (713) 626-1919
--------------
Charles T. Bauer
11 Greenway Plaza, Suite 1919, Houston, TX 77046
----------------------------------------------------
(Name and Address of Agent for Service)

Copy to:

<TABLE>
<S> <C>
Samuel D. Sirko, Esquire Martha J. Hays, Esquire
AIM Advisors, Inc. Ballard Spahr Andrews & Ingersoll
11 Greenway Plaza, Suite 1919 1735 Market Street, 51st Floor
Houston, Texas 77046 Philadelphia, Pennsylvania 19103-7599
</TABLE>

Approximate Date of Proposed Public Offering: As soon as practicable after
the effective date of this
Amendment

It is proposed that this filing will become effective (check appropriate box)

X immediately upon filing pursuant to paragraph (b)
------

on (date) pursuant to paragraph (b)
------

60 days after filing pursuant to paragraph (a)(1)
------

on (date) pursuant to paragraph (a)(1)
------

75 days after filing pursuant to paragraph (a)(2)
------
on (date) pursuant to paragraph (a)(2) of rule 485.
------
(Continued on Next Page)
<PAGE> 2

If appropriate, check the following box:

this post-effective amendment designates a new effective date
----- for a previously filed post-effective amendment.

Registrant continues its election to register an indefinite number of its
shares of beneficial interest under Rule 24f-2 under the Investment Company Act
of 1940, and filed its Rule 24f-2 Notice for the fiscal year ended December 31,
1994 on February 21, 1995. In addition, AIM Growth Fund, a series portfolio of
Registrant, initially registered a definite number of shares pursuant to
Section 6(b) of the Securities Act of 1933, of which 2,548,380 shares remained
unsold as of December 31, 1994.

<PAGE> 3

CROSS REFERENCE SHEET
(AS REQUIRED BY RULE 495)

<TABLE>
<CAPTION>
FORM N-1A ITEM PROSPECTUS CAPTION
- -------------- ------------------
<S> <C>
Part A
Item 1. Cover Page . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cover Page
Item 2. Synopsis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Summary; Table of Fees and Expenses
Item 3. Condensed Financial Information . . . . . . . . . . . . . . . . . . . . . . . Financial Highlights; Performance
Item 4. General Description of Registrant . . . . . . . . . . . . . . . . . . . . . Cover Page; Investment Objectives;
Summary; About the Funds; Investment
Programs; Management; General Information;
Description of Money Market Instruments
Item 5. Management of the Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Summary; Investment Programs;
Management; General Information
Item 5A. Management's Discussion of Fund Performance . . . . . . . . . . . . . . . . . . . [included in annual report]
Item 6. Capital Stock and Other Securities . . . . . . . . . . . . . . Summary; Management; Organization of the Trust;
Dividends, Distributions and Tax Matters;
General Information
Item 7. Purchase of Securities Being Offered . . . . . . . . . . . . . . . . . . . Management; How to Purchase Shares;
Terms and Conditions of Purchase
of the AIM Funds; Special Plans;
Exchange Privilege; Determination
of Net Asset Value
Item 8. Redemption or Repurchase . . . . . . . . . . . . . . . . . . . . . . . . . How To Redeem Shares; Special Plans
Item 9. Pending Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable

<CAPTION>
STATEMENT OF ADDITIONAL INFORMATION CAPTION
-------------------------------------------
<S> <C>
Part B
Item 10. Cover Page . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cover Page
Item 11. Table of Contents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Table of Contents
Item 12. General Information and History . . . . . . . . . . . . . . . . . . . . . . . Introduction; General Information
About the Trust
Item 13. Investment Objectives and Policies . . . . . . . . . . . . . . . . . . . . Investment Objectives and Policies;
Investment Restrictions; Description
of Money Market Instruments;
Repurchase Agreements and Reverse
Repurchase Agreements; Ratings of Securities
Item 14. Management of the Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Management of the Trust
Item 15. Control Persons and Principal
Holders of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Control Persons and Principal
Holders of Securities
Item 16. Investment Advisory and Other Services . . . . . . . . . . . . . . . . Investment Advisory and Other Services;
The Distribution Plans; The Distributor
Item 17. Brokerage Allocation and Other Practices . . . . . . . . . . . . . . . . Portfolio Transactions and Brokerage
Item 18. Capital Stock and Other Securities . . . . . . . . . . . . . . . . . . . . General Information About the Trust
Item 19. Purchase, Redemption and Pricing
of Securities Being Offered . . . . . . . . . . . . . . . . . . . . . . . Purchase, Redemption and Pricing of
Securities; Qualifying for a Reduced
Front-End Sales Charge; Programs
and Services for Shareholders; Redemptions
Paid in Cash
Item 20. Tax Status . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tax Matters
Item 21. Underwriters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . The Distributor
Item 22. Calculation of Performance Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . Performance Information
Item 23. Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Financial Statements
</TABLE>

<PAGE> 4

PART C
Information required to be included in Part C is set forth under the
appropriate item, so numbered, in Part C to this Registration Statement.

Part A (Prospectus) and Part B (Statement of Additional Information) of
Post-Effective Amendment No. 69 are hereby incorporated by reference into
Post-Effective Amendment No. 70 as if fully set forth herein.

<PAGE> 5

PART C
OTHER INFORMATION

Item 24. (a) Financial Statements:

(1) Class A shares of AIM Government Securities Fund; AIM Growth
Fund; AIM High Yield Fund; AIM Income Fund; AIM Municipal Bond
Fund; AIM Utilities Fund; and AIM Value Fund

In Part A: Financial Highlights

In Part B: (1) Reports of Independent Auditors
(2) Schedules of Investments as of December 31,
1994
(3) Statements of Assets and Liabilities as of
December 31, 1994
(4) Statements of Operations for the year ended
December 31, 1994
(5) Statements of Changes in Net Assets for the
years ended December 31, 1994 and 1993

(2) Class A shares of AIM Balanced Fund

In Part A: Financial Highlights

In Part B: (1) Report of Independent Auditors
(2) Schedule of Investments as of December 31,
1994
(3) Statement of Assets and Liabilities as
of December 31, 1994
(4) Statement of Operations for the year ended
December 31, 1994
(5) Statement of Changes in Net Assets for the
year ended December 31, 1994 and the four
months ended December 31, 1993

(3) Class A and Class C shares of AIM Money Market Fund

In Part A: Financial Highlights

In Part B: (1) Report of Independent Auditors
(2) Schedule of Investments as of December 31,
1994
(3) Statement of Assets and Liabilities as of
December 31, 1994
(4) Statement of Operations for the year ended
December 31, 1994
(5) Statement of Changes in Net Assets for the
year ended December 31, 1994 and the period
October 16, 1993 through December 31, 1993

(4) Class B shares of AIM Balanced Fund; AIM Government Securities
Fund; AIM Growth Fund; AIM High Yield Fund; AIM Income Fund;
AIM Money Market Fund; AIM Municipal Bond Fund; AIM Utilities
Fund; and AIM Value Fund

In Part A: Financial Highlights

C-1
<PAGE> 6
(b) Exhibits:

<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C> <C> <C>

(1) (a) - Agreement and Declaration of Trust of the Registrant was filed as an Exhibit to Registrant's
Registration Statement on September 15, 1993, and is filed herewith electronically.

(b) - First Amendment to Agreement and Declaration of Trust of the Registrant was filed as an Exhibit to
Registrant's Registration Statement on September 15, 1993, and is filed herewith electronically.

(c) - Second Amendment to Agreement and Declaration of Trust of the Registrant (name change of AIM
Utilities Fund) is filed herewith electronically.

(d) - Third Amendment to Agreement and Declaration of Trust of the Registrant (name change of AIM
Government Securities Fund) is filed herewith electronically.

(2) (a) - By-Laws of the Registrant were filed as an Exhibit to Registrant's Registration Statement on
September 15, 1993, and are filed herewith electronically.

(b) - Amendment to By-Laws of the Registrant was filed as an Exhibit to Registrant's Registration Statement
on April 11, 1994, and is filed herewith electronically.

(3) - Voting Trust Agreements - None.

(4) (a) - Specimen share certificates for the nine series of Class A shares of Registrant (transfer agent
change) were filed as Exhibits to Registrant's Registration Statement on February 28, 1995, and are
hereby incorporated by reference.

(b) - Specimen share certificates for the nine series of Class B shares of Registrant (transfer agent
change) were filed as Exhibits to Registrant's Registration Statement on February 28, 1995, and are
hereby incorporated by reference.

(c) - Specimen share certificate for the AIM Money Market Fund - Class C shares of Registrant (transfer
agent change) was filed as an Exhibit to Registrant's Registration Statement on February 28, 1995,
and is hereby incorporated by reference.

(d) - Specimen share certificate for the AIM Global Utilities Fund - Class A shares of Registrant (name
change) is filed herewith electronically.

(e) - Specimen share certificate for the AIM Global Utilities Fund - Class B shares of Registrant (name
change) is filed herewith electronically.

(5) (a) - (1) Master Investment Advisory Agreement, dated August 6, 1993, between the Registrant and A I M
Advisors, Inc. was filed as an Exhibit to Registrant's Registration Statement on October 15, 1993.

</TABLE>

C-2

<PAGE> 7

(2) Master Investment Advisory Agreement, dated October 18, 1993, between the Registrant and A I M
Advisors, Inc. was filed as an Exhibit to Registrant's Registration Statement on February 28, 1995,
and is hereby incorporated by reference.

(3) Amendment No. 1, dated as of September 28, 1994, to the Master Investment Advisory Agreement
between Registrant and A I M Advisors, Inc., with respect to AIM Growth Fund was filed as an Exhibit
to Registrant's Registration Statement on February 28, 1995, and is hereby incorporated by reference.

(4) Amendment No. 2, dated as of November 14, 1994, to the Master Investment Advisory Agreement
between Registrant and A I M Advisors, Inc., with respect to AIM Value Fund was filed as an Exhibit
to Registrant's Registration Statement on February 28, 1995, and is hereby incorporated by reference.

(b) - (1) Form of Sub-Advisory Agreement, dated August 6, 1993, among the Registrant, A I M Advisors, Inc.
and CIGNA Investments, Inc. was filed as an Exhibit to Registrant's Registration Statement on
September 15, 1993.

(2) Sub-Advisory Agreement, dated October 18, 1993, among the Registrant, A I M Advisors, Inc. and
CIGNA Investments, Inc. was filed as an Exhibit to Registrant's Registration Statement on April 11,
1994, and is hereby incorporated by reference.

(6) (a) - (1) Master Distribution Agreement, dated August 6, 1993, between the Registrant (on behalf of its
Class A Shares and Class C Shares) and A I M Distributors, Inc. was filed as an Exhibit to
Registrant's Registration Statement on October 15, 1993.

(2) Master Distribution Agreement, dated August 6, 1993, between the Registrant (on behalf of its
Class B Shares) and A I M Distributors, Inc. was filed as an Exhibit to Registrant's Registration
Statement on October 15, 1993.

(3) Master Distribution Agreement, dated October 18, 1993, between the Registrant (on behalf of its
Class A Shares and Class C Shares) and A I M Distributors, Inc. was filed as an Exhibit to
Registrant's Registration Statement on April 11, 1994, and is hereby incorporated by reference.

(4) Master Distribution Agreement, dated October 18, 1993, between the Registrant (on behalf of its
Class B Shares) and A I M Distributors, Inc. was filed as an Exhibit to Registrant's Registration
Statement on April 11, 1994.

(5) Amended and Restated Master Distribution Agreement, dated May 2, 1995, between the Registrant (on
behalf of its Class B Shares) and A I M Distributors, Inc. is filed herewith electronically.

(b) - Form of Selected Dealer Agreement between A I M Distributors, Inc. and selected dealers was filed as
an Exhibit to Registrant's Registration Statement on April 11, 1994, and is hereby incorporated by
reference.

(7) (a) - AIM Funds Retirement Plan for Eligible Directors/Trustees was filed as an Exhibit to Registrant's
Registration Statement on February 28, 1995, and is hereby incorporated by reference.

(b) - Form of Deferred Compensation Agreement was filed as an Exhibit to Registrant's Registration
Statement on February 28, 1995, and is hereby incorporated by reference.

</TABLE>

C-3

<PAGE> 8

<TABLE>

<S> <C> <C> <C>
(8) (a) - Custodian Contract, dated October 15, 1993, between the Registrant and State Street Bank and Trust
Company was filed as an Exhibit to Registrant's Registration Statement on April 11, 1994, and is
hereby incorporated by reference.

(b) - Subcustodian Agreement, dated September 9, 1994, among the Registrant, Texas Commerce Bank National
Association, State Street Bank and Trust Company and A I M Fund Services, Inc., was filed as an Exhibit to
Registrant's Registration Statement on February 28, 1995, and is hereby incorporated by reference.

(c) - Custody Agreement, dated October 19, 1995, between the Registrant, on behalf of AIM Municipal Bond
Fund, and The Bank of New York is filed herewith electronically.

(9) (a) - (1) Form of Transfer Agency and Registrar Agreement, dated as of June 7, 1993, between AIM Funds
Group, a Massachusetts business trust, and The Shareholder Services Group, Inc. was filed as an
Exhibit to Registrant's Registration Statement on July 16, 1993.

- (2) Transfer Agency and Service Agreement, dated as of November 1, 1994, between the Registrant and
A I M Fund Services, Inc. is filed herewith electronically.

(b) - (1) Master Administrative Services Agreement, dated August 6, 1993, between the Registrant and A I M
Advisors, Inc. was filed as an Exhibit to Registrant's Registration Statement on October 15, 1993.

- (2) Master Administrative Services Agreement, dated October 18, 1993, between the Registrant and
A I M Advisors, Inc. was filed as an Exhibit to Registrant's Registration Statement on April 11,
1994, and is hereby incorporated by reference.

- (3) Administrative Services Agreement, dated October 18, 1993, between A I M Advisors, Inc., on
behalf of the Registrant's portfolios, and A I M Fund Services, Inc. was filed as an Exhibit to
Registrant's Registration Statement on April 11, 1994, and is hereby incorporated by reference.

- (4) Amendment No. 1, dated as of May 11, 1994, to the Administrative Services Agreement, dated
October 18, 1993, between A I M Advisors, Inc., on behalf of the Registrant's portfolios, and
A I M Fund Services, Inc. was filed as an Exhibit to Registrant's Registration Statement on
February 28, 1995, and is hereby incorporated by reference.

- (5) Amendment No. 2, dated as of July 1, 1994, to the Administrative Services Agreement, dated
October 18, 1993, between A I M Advisors, Inc., on behalf of the Registrant's portfolios, and
A I M Fund Services, Inc. was filed as an Exhibit to Registrant's Registration Statement on
February 28, 1995, and is hereby incorporated by reference.

- (6) Amendment No. 3, dated as of September 16, 1994, to the Administrative Services Agreement, dated
October 18, 1993, between A I M Advisors, Inc., on behalf of the Registrant's portfolios, and
A I M Fund Services, Inc. was filed as an Exhibit to Registrant's Registration Statement on
February 28, 1995, and is hereby incorporated by reference.

(10) - Opinion of Ballard Spahr Andrews & Ingersoll was filed in connection with the Registrant's Rule 24f-2
Notice on or about February 21, 1995.

</TABLE>

C-4

<PAGE> 9

<TABLE>

(11) (a) - Consent of KPMG Peat Marwick LLP was filed as an Exhibit to Registrant's Registration Statement on
February 28, 1995, and is hereby incorporated by reference.

(b) - Consent of Price Waterhouse LLP was filed as an Exhibit to Registrant's Registration Statement on
February 28, 1995, and is hereby incorporated by reference.

(c) - Consent of Ballard Spahr Andrews & Ingersoll was filed as an Exhibit to Registrant's Registration
Statement on February 28, 1995, and is hereby incorporated by reference.

(12) - Financial Statements - None.

(13) - Agreements Concerning Initial Capitalization - None.

(14) (a) - Form of Registrant's IRA Documents were filed as an Exhibit to Registrant's Registration Statement on
April 30, 1993, and is hereby incorporated by reference.

(b) - Form of Registrant's Simplified Employee Pension - Individual Retirement Accounts Contribution
Agreement was filed as an Exhibit to Registrant's Registration Statement on April 30, 1993, and is
hereby incorporated by reference.

(15) (a) - Master Distribution Plan for Registrant's Class A Shares and Class C Shares, and related forms, were
filed as an Exhibit to Registrant's Registration Statement on April 11, 1994, and are hereby
incorporated by reference.

(b) - Master Distribution Plan for Registrant's Class B Shares, and related forms, were filed as an Exhibit
to Registrant's Registration Statement on April 11, 1994.

(c) - Amended and Restated Master Distribution Plan for Registrant's Class B Shares, and related forms, are
filed herewith electronically.

(16) - A Computation of Performance Quotations was filed as an Exhibit to Registrant's Registration
Statement on April 28, 1988, and is hereby incorporated by reference.

(18) Rule 18f-3 Plan - none.

(27) - Financial Data Schedule - none.

</TABLE>

Item 25. Persons Controlled by or Under Common Control with Registrant

Furnish a list or diagram of all persons directly or indirectly
controlled by or under common control with the Registrant and as to each such
person indicate (1) if a company, the state or other sovereign power under the
laws of which it is organized, and (2) the percentage of voting securities
owned or other basis of control by the person, if any, immediately controlling
it.

None.

C-5
<PAGE> 10

Item 26. Number of Holders of Securities

State in substantially the tabular form indicated, as of a specified
date within 90 days prior to the date of filing, the number of record holders
of each class of securities of the Registrant.
<TABLE>
<CAPTION>

Number of Record Holders as
Title of Series of October 31, 1995
--------------- -----------------------------------------

Class A Class B Class C
------- ------- -------
<S> <C> <C> <C>
AIM Balanced Fund 4,172 685 N/A
AIM Global Utilities Fund 10,849 4,895 N/A
AIM Growth Fund 9,076 9,387 N/A
AIM High Yield Fund 35,875 19,011 N/A
AIM Income Fund 9,395 2,027 N/A
AIM Intermediate Government Fund 6,732 2,432 N/A
AIM Money Market Fund 9,428 3,212 13,837
AIM Municipal Bond Fund 5,103 596 N/A
AIM Value Fund 179,465 179,385 N/A

</TABLE>

Item 27. Indemnification

State the general effect of any contract, arrangements or statute under
which any director, officer, underwriter or affiliated person of the Registrant
is insured or indemnified in any manner against any liability which may be
incurred in such capacity, other than insurance provided by any director,
officer, affiliated person or underwriter for their own protection.

The Registrant's Agreement and Declaration of Trust (the "Agreement"),
dated May 5, 1993, as amended, provides, among other things, (i) that
trustees shall not be liable for any act or omission or any conduct
whatsoever (except for liabilities to the Registrant or its shareholders
by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of duty); (ii) for the indemnification by the
Registrant of the trustees and officers to the fullest extent permitted
by the Delaware Business Trust Act; and (iii) that the shareholders and
former shareholders of the Registrant are held harmless by the
Registrant (or applicable portfolio or class) from personal liability
arising from their status as such, and are indemnified by the Registrant
(or applicable portfolio or class) against all loss and expense arising
from such personal liability in accordance with the Registrant's Bylaws
and applicable law.

A I M Advisors, Inc., the Registrant and other investment companies
managed by A I M Advisors, Inc., their respective officers, trustees,
directors and employees (the "Insured Parties") are insured under an
Investment Advisory Professional and Directors and Officers Liability
Policy, issued by ICI Mutual Insurance Company, with a $15,000,000 limit
of liability.

Item 28. Business and Other Connections of Investment Advisor

Describe any other business, profession, vocation or employment of a
substantial nature in which each investment advisor of the Registrant, and each
director, officer or partner of any such investment advisor, is or has been, at
any time during the past two fiscal years, engaged for his own account or in
the capacity of director, officer, employee, partner, or trustee.

C-6

<PAGE> 11

The only employment of a substantial nature of the Advisor's directors
and officers is with the Advisor and its affiliated companies.
Reference is also made to the caption "Management--Investment Advisor"
in the Prospectus which comprises Part A of the Registration Statement,
and to the caption "Management of the Trust" of the Statement of
Additional Information which comprises Part B of the Registration
Statement, and to Item 29(b) of this Part C.

Item 29. Principal Underwriters

(a) - A I M Distributors, Inc., the Registrant's principal
underwriter, also acts as a principal underwriter to the
following investment companies:
AIM Equity Funds, Inc. (Retail Classes)
AIM International Funds, Inc.
AIM Investment Securities Funds (AIM Limited Maturity
Treasury Shares)
AIM Summit Fund, Inc.
AIM Tax-Exempt Funds, Inc.
AIM Variable Insurance Funds, Inc.
(b)

<TABLE>
<CAPTION>
Name and Principal Position and Offices Position and Offices
Business Address* with Principal Underwriter with Registrant
- ---------------- -------------------------- ---------------
<S> <C> <C>

Charles T. Bauer Chairman of the Board of Directors Chairman & Trustee

Michael J. Cemo President & Director None

Gary T. Crum Director Senior Vice President

Robert H. Graham Senior Vice President & Director President & Trustee

James L. Salners Senior Vice President & Director None

William G. Littlepage Senior Vice President & Director None

John Caldwell Senior Vice President None

Gordon J. Sprague Senior Vice President None

Michael C. Vessels Senior Vice President None

Lawrence E. Manierre First Vice President None

James E. Stueve First Vice President None

John J. Arthur Vice President & Treasurer Senior Vice President
& Treasurer

William H. Kleh Vice President None

</TABLE>

- ------------------
*11 Greenway Plaza, Suite 1919, Houston, Texas 77046-1173

C-7

<PAGE> 12

Ofelia M. Mayo Vice President, General Counsel & Assistant Assistant Secretary
Secretary
Carol F. Relihan Vice President Vice President &
Secretary

Charles R. Dewey Vice President None

Sidney M. Dilgren Vice President None

Frank V. Serebrin Vice President None

B.J. Thompson Vice President None

Robert D. VanSant Vice President None

David E. Hessel Assistant Vice President, None
Assistant Treasurer &
Controller

Kathleen J. Pflueger Secretary Assistant Secretary

Melville B. Cox Assistant Vice President Vice President

Mary E. Gentempo Assistant Vice President None

Jeffrey L. Horne Assistant Vice President None

Kim T. Lankford Assistant Vice President None

David L. Kite Assistant General Counsel & Assistant Secretary
Assistant Secretary

Nancy L. Martin Assistant General Counsel & Assistant Secretary
Assistant Secretary

Samuel D. Sirko Assistant General Counsel & Assistant Secretary
Assistant Secretary

Stephen I. Winer Assistant Secretary Assistant Secretary
</TABLE>
- -----------------
* 11 Greenway Plaza, Suite 1919, Houston, Texas 77046-1173

C-8

<PAGE> 13

Item 30. Location of Accounts and Records

With respect to each account, book or other document required to be
maintained by Section 31(a) of the 1940 Act and the Rules (17 CFR 270.31a-1 to
31a-3) promulgated thereunder, furnish the name and address of each person
maintaining physical possession of each such account, book or other document.

A I M Advisors, Inc., 11 Greenway Plaza, Suite 1919, Houston, Texas
77046-1173, maintains physical possession of each such accounts, books
or other documents of the Registrant at its principal executive offices,
except for those maintained by the Registrant's Custodian, State Street
Bank and Trust Company, 225 Franklin Street, Boston, Massachusetts
02110, and the Registrant's Transfer Agent and Dividend Paying Agent,
A I M Fund Services, Inc., 11 Greenway Plaza, Suite 1919, Houston, Texas
77046-1173.

Item 31. Management Services

Furnish a summary of the substantive provisions of any
management-related service contract not discussed in Part A or Part B of this
Form (because the contract was not believed to be of interest to a purchaser of
securities of the Registrant) under which services are provided to the
Registrant, indicating the parties to the contract, the total dollars paid and
by whom, for the last three fiscal years.

None.

Item 32. Undertakings

The Registrant undertakes to furnish each person to whom a prospectus is
delivered with a copy of the applicable Fund's latest annual report to
shareholders, upon request and without charge.

C-9

<PAGE> 14

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant certifies that it meets all of the
requirements for effectiveness of this Registration Statement pursuant to Rule
485(b) under the Securities Act of 1933 and has duly caused this Amendment to
its Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Houston, Texas on the 17th day of
November, 1995.

REGISTRANT: AIM FUNDS GROUP

By: /s/ ROBERT H. GRAHAM
---------------------------
Robert H. Graham, President

Pursuant to the requirements of the Securities Act of 1933, this
Amendment to the Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated:

<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<S> <C> <C>
/s/ CHARLES T. BAUER Chairman & Trustee November 17, 1995
------------------------------
(Charles T. Bauer)

/s/ ROBERT H. GRAHAM Director & President November 17, 1995
------------------------------ (Principal Executive Officer)
(Robert H. Graham)

/s/ B L CROCKETT Trustee November 17, 1995
-----------------------------
(Bruce L. Crockett)

/s/ OWEN DALY II Trustee November 17, 1995
-------------------------------------
(Owen Daly II)

/s/ CARL FRISCHLING Trustee November 17, 1995
-------------------------------
(Carl Frischling)

/s/ JOHN F. KROEGER Trustee November 17, 1995
-------------------------------
(John F. Kroeger)

/s/ LEWIS F. PENNOCK Trustee November 17, 1995
-------------------------------
(Lewis F. Pennock)

/s/ IAN W. ROBINSON Trustee November 17, 1995
--------------------------------
(Ian W. Robinson)

/s/ LOUIS S. SKLAR Trustee November 17, 1995
-----------------------------------
(Louis S. Sklar)
Senior Vice President &
/s/ JOHN J. ARTHUR Treasurer (Principal Financial November 17, 1995
--------------------------------- and Accounting Officer)
(John J. Arthur)
</TABLE>

<PAGE> 15

INDEX TO EXHIBITS
<TABLE>
<CAPTION>

Exhibit
Number Description
- ------ -----------
<S> <C>
1(a) Agreement and Declaration of Trust of the Registrant

1(b) First Amendment to the Agreement and Declaration of Trust of the Registrant

1(c) Second Amendment to the Agreement and Declaration of Trust of the Registrant (name change of AIM Utilities
Fund)

1(d) Third Amendment to the Agreement and Declaration of Trust of the Registrant (name change of AIM Government
Securities Fund)

2(a) By-Laws of the Registrant

2(b) Amendment to the By-Laws of the Registrant

2(c) Second Amendment to the By-Laws of the Registrant

4(d) Specimen share certificate for the AIM Global Utilities Fund - Class A shares of the Registrant (name
change)

4(e) Specimen share certificate for the AIM Global Utilities - Class B shares of the Registrant (name change)

6(a)(5) Amended and Restated Master Distribution Agreement, dated May 2, 1995, between the Registrant and A I M
Distributors, Inc.

8(c) Custody Agreement, dated October 19, 1995, between the Registrant, on behalf of AIM Municipal Bond Fund,
and The Bank of New York

9(a)(2) Transfer Agency and Service Agreement, dated as of November 1, 1994, between the Registrant and A I M Fund
Services, Inc.

15(c) Amended and Restated Master Distribution Plan for Registrant's Class B Shares and related forms

</TABLE>

<PAGE> 1
EXHIBIT 1(a)

AGREEMENT AND DECLARATION OF TRUST
OF
AIM FUNDS GROUP

WHEREAS, THIS AGREEMENT AND DECLARATION OF TRUST is made and entered
into as of May 5 , 1993, among William H. Kleh, Charles T. Bauer and Robert H.
Graham, as trustees, and each person who becomes a shareholder (as hereinafter
defined) in accordance with the terms hereinafter set forth.

WHEREAS, the parties hereto desire to create a business trust
pursuant to the Delaware Act (as hereinafter defined) for the investment and
reinvestment of funds contributed thereto;

NOW, THEREFORE, the Trustees hereby direct that a Certificate of
Trust be filed with the Office of the Secretary of State of Delaware and do
hereby declare that all money and property contributed to the trust hereunder
shall be held and managed in trust under this Trust Agreement for the benefit
of the Shareholders (as hereinafter defined) as herein set forth below.

ARTICLE I
NAME, DEFINITIONS, PURPOSE AND CERTIFICATE OF TRUST

Section 1.1. Name. The name of the business trust created hereby is
"AIM Funds Group," and the Trustees may transact the Trust's affairs in that
name. The Trust shall constitute a Delaware business trust in accordance with
the Delaware Act, as hereinafter defined.

Section 1.2. Definitions. Wherever used herein, unless otherwise
required by the context or specifically provided:

(a) "Agreement" means this Agreement and Declaration of Trust, as it
may be amended from time to time.

(b) "Bylaws" means the Bylaws referred to in Article IV, Section
4.1(e) hereof, as from time to time amended;

(c) The term "Class" means a portion of Shares of a Portfolio of the
Trust established in accordance with the provisions of Article II, Section 2.3
hereof.

(d) The term "Commission" has the meaning given it in the 1940 Act.
The terms "affiliated person", "Company", "Person" and "principal underwriter"
shall have the meanings given them in the 1940 Act, as modified by or
interpreted by any applicable order or orders of the Commission or any rules

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<PAGE> 2
or regulations adopted or interpretive releases of the Commission thereunder.

(e) The "Delaware Act" refers to the Delaware Business Trust Act, 12
Del. C. Section 3801, et seq., as such Act may be amended from time to time.

(f) "Portfolio" means a series of Shares of the Trust established in
accordance with the provisions of Article II, Section 2.3 hereof;

(g) "Shareholder" means a record owner of Outstanding Shares of the
Trust;

(h) "Shares" means, as to a Portfolio or any Class thereof, the equal
proportionate transferable units of beneficial interest into which the
beneficial interest of such Portfolio of the Trust or such Class thereof shall
be divided and may include fractions of Shares as well as whole Shares;

(i) The "Trust" means the AIM Funds Group, the Delaware business
trust established hereby, and reference to the Trust, when applicable to one or
more Portfolios of the Trust, or Classes thereof, shall refer to any such
Portfolio, or Class thereof, as the case may be;

(j) The "Trustees" means the Persons who have signed this Agreement
and Declaration of Trust as trustees so long as they shall continue to serve as
trustees of the Trust in accordance with the terms hereof, and all other
Persons who may from time to time be duly appointed as Trustee in accordance
with the provisions of Section 3.4 hereof, and reference herein to a Trustee or
to the Trustees shall refer to such Persons in their capacity as Trustees
hereunder;

(k) "Trust Property" means any and all property, real or personal,
tangible or intangible, which is owned or held by or for the account of one or
more of the Trust, any Portfolio, any Class of a Portfolio or the Trustees on
behalf of the Trust, a Portfolio or Class; and

(l) The "1940 Act" refers to the Investment Company Act of 1940, as
amended from time to time.

Section 1.3. Purpose. The purpose of the Trust is to conduct,
operate and carry on the business of a management investment company registered
under the 1940 Act through one or more Portfolios investing primarily in
securities and to carry on such other business as the Trustees may from time to
time determine pursuant to their authority under this Trust Agreement.

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<PAGE> 3

Section 1.4. Certificate of Trust. Immediately upon the execution
of this Trust Agreement, the Trustees shall file a Certificate of Trust with
respect to the Trust in the Office of the Secretary of State of the State of
Delaware pursuant to the Delaware Act.

ARTICLE II

BENEFICIAL INTEREST

Section 2.1. Shares of Beneficial Interest. The beneficial interest
in the Trust shall be divided into an unlimited number of Shares, with par
value of $0.01 per Share. The Trustees may, from time to time, authorize the
division of the Shares into one or more series, each of which constitutes a
Portfolio, and may further authorize the division of said Portfolios into one
or more additional, separate and distinct Classes in accordance with Section
2.3 of this Agreement. All Shares issued hereunder, including without
limitation, Shares issued in connection with a dividend in Shares or a split or
reverse split of Shares, shall be fully paid and nonassessable.

Section 2.2. Issuance of Shares. The Trustees in their discretion
may, from time to time, without vote of the Shareholders, issue Shares, in
addition to the then issued and outstanding Shares and Shares held in the
treasury, to such party or parties and for such amount and type of
consideration, subject to applicable law, including cash or securities, at such
time or times and on such terms as the Trustees may deem appropriate, and may
in such manner acquire other assets (including the acquisition of assets
subject to, and in connection with, the assumption of liabilities) and
businesses. In connection with any issuance of Shares, the Trustees may issue
fractional Shares and Shares held in the treasury. The Trustees may from time
to time divide or combine the Shares into a greater or lesser number without
thereby changing the proportionate beneficial interests in the Trust.
Contributions to the Trust may be accepted for, and Shares shall be redeemed
as, whole Shares and/or 1/1,000th of a Share or integral multiples thereof.

Section 2.3. Establishment of Portfolios and Classes. The Trust
shall initially be divided into nine Portfolios, the AIM Growth Fund, the AIM
Utilities Fund, the AIM Government Securities Fund, the AIM Income Fund, the
AIM Municipal Bond Fund, the AIM High Yield Fund, the AIM Money Market Fund,
the AIM Value Fund and the AIM Balanced Fund. With the exception of the AIM
Money Market Fund, the AIM Value Fund and the AIM Balanced Fund, all remaining
six initial Portfolios shall initially have two Classes, the Class A Shares and
the Class B Shares. The AIM Money Market Fund shall initially have three
Classes, the Class A Shares, Class B Shares and the Class C Shares. The AIM
Value Fund and the AIM Balanced Fund shall initially have one Class, the Class
A Shares. The above intial Portfolios and their respective initial Classes as
set forth in this Section 2.3 are collectively referred to as the "Initial
Portfolios". The establishment and designation of any other Portfolio or

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<PAGE> 4

Class thereof, or, subject to Section 6.1 hereof, any change to the Initial
Portfolios, shall be effective upon the adoption by a majority of the then
Trustees of a resolution which sets forth such establishment, designation or
change.

Section 2.3.1. Subject to Section 6.1 of this Trust Agreement, the
Trustees shall have full power and authority, in their sole discretion without
obtaining any prior authorization or vote of the Shareholders of any Portfolio
of the Trust, or Class thereof, to establish and designate and to change in any
manner any Portfolio of Shares, or any Class or Classes thereof, to fix such
preferences, voting powers, rights and privileges of any Portfolio, or Classes
thereof, as the Trustees may from time to time determine, to divide or combine
the Shares or any Portfolio, or Classes thereof, into a greater or lesser
number, to classify or reclassify any issued Shares or any Portfolio, or
Classes thereof, into one or more Portfolios or Classes of Shares of a
Portfolio, and to take such other action with respect to the Shares as the
Trustees may deem desirable. A Portfolio and any Class thereof may issue any
number of Shares but need not issue any shares. At any time that there are no
Shares outstanding of any particular Portfolio or Class previously established
and designed, the Trustees may by a majority vote of the Trustees abolish that
Portfolio or Class and the establishment and designation thereof.

Section 2.3.2. Unless the establishing resolution or any other
resolution adopted pursuant to this Section 2.3 otherwise provides, Shares of
each Portfolio or Class thereof established hereunder shall have the following
relative rights and preferences:

(a) Except as set forth in paragraph (e) of this Subsection
2.3.2, each Share of a Portfolio, regardless of Class, shall represent an equal
pro rata interest in the assets belonging to such Portfolio and shall have
identical voting, dividend, liquidation and other rights, preferences, powers,
restrictions, limitations, qualifications and designations and terms and
conditions with each other Share of such Portfolio.

(b) Shareholders shall have no preemptive or other right to
subscribe to any additional Shares or other securities issued by the Trust or
the Trustees, whether of the same or other Portfolio (or Class).

(c) All consideration received by the Trust for the issue or
sale of Shares of a particular Portfolio (or Class), together with all assets
in which such consideration is invested or reinvested, all income, earnings,
profits, and proceeds thereof, including any proceeds derived from the sale,
exchange or liquidation of such assets, and any funds or

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<PAGE> 5

payments derived from any reinvestment of such proceeds in whatever form the
same may be, shall be held and accounted for separately from the other assets
of the Trust and of every other Portfolio and may be referred to herein as
"assets belonging to" that Portfolio (or Class). The assets belonging to a
particular Portfolio (or Class) shall belong to that Portfolio (or Class) for
all purposes, and to no other Portfolio (or Class), subject only to the rights
of creditors of that Portfolio (or Class). In addition, any assets, income,
earnings, profits or funds, or payments and proceeds with respect thereto,
which are not readily identifiable as belonging to any particular Portfolio (or
Class) shall be allocated by the Trustees between and among one or more of the
Portfolios (or Classes) in such manner as the Trustees, in their sole
discretion, deem fair and equitable. Each such allocation shall be conclusive
and binding upon the Shareholders of all Portfolios or Classes thereof for all
purposes, and such assets, income, earnings, profits, or funds, or payments and
proceeds with respect thereto shall be assets belonging to that Portfolio (or
Class).

(d) The assets belonging to a particular Portfolio (or Class)
shall be charged with the liabilities of that Portfolio (or Class) and
all expenses, costs, charges and reserves attributable to that Portfolio (or
Class). As hereinafter provided, Class Expenses that are directly attributable
to any particular Class shall be borne by such Class. Any general liabilities,
expenses, costs, charges or reserves to the Trust which are not readily
identifiable as belonging to any particular Portfolio or Class shall be
allocated and charged by the Trustees between or among any one or more of the
Portfolios (or Classes) in such manner as the Trustees in their sole discretion
deem fair and equitable. Each such allocation shall be conclusive and binding
upon the Shareholders of all Portfolios (or Classes) for all purposes. Without
limitation of the foregoing provisions of this Subsection 2.3.2, the debts,
liabilities, obligations and expenses incurred, contracted for or otherwise
existing with respect to a particular Portfolio (or Class) shall be enforceable
against the assets of such Portfolio (or Class) only, and not against the
assets of the Trust generally. Notice of this contractual limitation on
inter-Portfolio liabilities shall be set forth in the Certificate of Trust
described in Section 1.4 of this Agreement (whether originally or by
amendment), and upon the giving of such notice in the Certificate of Trust, the
statutory provisions of Section 3804 of the Delaware Act relating to
limitations on inter-Portfolio liabilities (and the statutory effect under
Section 3804 of setting forth such notice in the certificate of trust) shall
become applicable to the Trust and each Portfolio and Class thereof.

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<PAGE> 6

(e) Each Class of Shares of a Portfolio shall have a different
Class designation. Each Class of Shares shall bear expenses ("Class Expenses")
of the Trust's operations that are directly attributable to such Class.
Dividends paid by the Trust with respect to each Class of Shares in a Portfolio
shall be calculated in the same manner and shall be in the same amount as
dividends paid by the Trust with respect to each other Class of Shares in the
same Portfolio, except that Class Expenses shall be borne exclusively by the
affected Classes.

All references to Shares in this Trust Agreement shall be deemed to
be Shares of any or all Portfolios, or Classes thereof, as the context may
require. All provisions herein relating to the Trust shall apply equally to
each Portfolio of the Trust, and each Class thereof, except as the context
otherwise requires.

Section 2.4. Investment in the Trust. Investments may be accepted by
the Trust from such Persons, at such times, on such terms, and for such
consideration, which may consist of cash or tangible or intangible property or
a combination thereof, as the Trustees from time to time may authorize. At the
Trustees' discretion, such investments, subject to applicable law, may be in
the form of cash or securities in which the affected Portfolio is authorized to
invest, valued as provided in applicable law. Each investment shall be
credited to the individual shareholder's account in the form of full and
fractional Shares of the Trust, in such Portfolio (or Class) as the purchaser
shall select.

Section 2.5. Personal Liability of Shareholders. As provided by
applicable law, no Shareholder of the Trust shall be personally liable for the
debts, liabilities, obligations and expenses incurred by, contracted for, or
otherwise existing with respect to, the Trust or any Portfolio (or Class)
thereof. Neither the Trust nor the Trustees, nor any officer, employee or
agent of the Trust shall have any power to bind personally any Shareholder or,
except as provided herein or by applicable law, to call upon any Shareholder
for the payment of any sum of money or assessment whatsoever other than such as
the Shareholder may at any time personally agree to pay by way of subscription
for any Shares or otherwise. The Shareholders shall be entitled, to the
fullest extent permitted by applicable law, to the same limitation on personal
liability as is extended under the Delaware General Corporation Law to
stockholders of private corporations for profit. Every note, bond, contract or
other undertaking issued by or on behalf of the Trust or the Trustees relating
to the Trust or to any Portfolio (or Class) thereof shall include a recitation
limiting the obligation represented thereby to the Trust or to one or more
Portfolios thereof and its or their assets (but the

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<PAGE> 7

omission of such a recitation shall not operate to bind any Shareholder or
Trustee of the Trust).

Section 2.6. Assent to Trust Agreement. Every Shareholder, by
virtue of having purchased a Share, shall be held to have expressly assented
to, and agreed to be bound by, the terms hereof. The death of a Shareholder
during the continuance of the Trust shall not operate to terminate the same nor
entitle the representative of any deceased Shareholder to an accounting or to
take any action in court or elsewhere against the Trust or the Trustees, but
only to rights of said decedent under this Trust.

ARTICLE III
THE TRUSTEES

Section 3.1 Management of the Trust. The Trustees shall have
exclusive and absolute control over the Trust Property and over the business of
the Trust to the same extent as if the Trustees were the sole owners of the
Trust Property and business in their own right, but with such powers of
delegation as may be permitted by this Trust Agreement. The Trustees shall
have power to conduct the business of the Trust and carry on its operations in
any and all of its branches and maintain offices both within and without the
State of Delaware, in any and all states of the United States of America, in
the District of Columbia, in any and all commonwealths, territories,
dependencies, colonies, or possessions of the United States of America, and in
any foreign jurisdiction and to do all such other things and execute all such
instruments as they deem necessary, proper or desirable in order to promote the
interests of the Trust although such things are not herein specifically
mentioned. Any determination as to what is in the interests of the Trust made
by the Trustees in good faith shall be conclusive. In construing the
provisions of this Trust Agreement, the presumption shall be in favor of a
grant of power to the Trustees.

The enumeration of any specific power in this Trust Agreement shall
not be construed as limiting the aforesaid power. The powers of the Trustees
may be exercised without order of or resort to any court.

Section 3.2. Initial Trustees. The initial Trustees shall be the
persons named herein. On a date fixed by the Trustees, the Shareholders shall
elect at least three (3) but not more than twelve (12) Trustees, as specified
by the Trustees pursuant to Section 3.6 of this Article III.

Section 3.3. Term of Office of Trustees. The Trustees shall hold
office during the lifetime of this Trust, and until its termination as herein
provided; except (a) that

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<PAGE> 8

any Trustee may resign his trusteeship or may retire by written instrument
signed by him and delivered to the other Trustees, which shall take effect upon
such delivery or upon such later date as is specified therein; (b) that any
Trustee may be removed at any time by written instrument, signed by a least
two-thirds of the number of Trustees prior to such removal, specifying the date
when such removal shall become effective; (c) that any Trustee who has died,
become physically or mentally incapacitated by reason of disease or otherwise,
or is otherwise unable to serve, may be retired by written instrument signed by
a majority of the other Trustees, specifying the date of his retirement; and
(d) that a Trustee may be removed at any meeting of the Shareholders of the
Trust.

Section 3.4. Vacancies and Appointment of Trustees. In case of the
declination to serve, death, resignation, retirement or removal of a Trustee,
or a Trustee is otherwise unable to serve, or an increase in the number of
Trustees, a vacancy shall occur. Whenever a vacancy in the Board of Trustees
shall occur, until such vacancy is filled, the other Trustees shall have all
the powers hereunder and the certification of the other Trustees of such
vacancy shall be conclusive. In the case of an existing vacancy, the remaining
Trustees may fill such vacancy by appointing such other person as they in their
discretion shall see fit, or may leave such vacancy unfilled or may reduce the
number of Trustees to not less than three (3) Trustees. Such appointment shall
be evidenced by a written instrument signed by a majority of the Trustees in
office or by resolution of the Trustees, duly adopted, which shall be recorded
in the minutes of a meeting a the Trustees, whereupon the appointment shall
take effect.

An appointment of a Trustee may be made by the Trustees then in
office in anticipation of a vacancy to occur by reason of retirement,
resignation or increase in number of Trustees effective at a later date,
provided that said appointment shall become effective only at or after the
effective date of said retirement, resignation or increase in number of
Trustees. As soon as any Trustee appointed pursuant to this Section 3.4 shall
have accepted this trust, the trust estate shall vest in the new Trustee or
Trustees, together with the continuing Trustees, without any further act or
conveyance, and he shall be deemed a Trustee hereunder.

Section 3.5. Temporary Absence of Trustee. Any Trustee may, by power
of attorney, delegate his power for a period not exceeding six months at any
one time to any other Trustee or Trustees, provided that in no case shall less
than two Trustees personally exercise the other powers hereunder except as
herein otherwise expressly provided.

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<PAGE> 9
Section 3.6. Number of Trustees. The number of Trustees shall
initially be three (3), and thereafter shall be such number as shall be fixed
from time to time by a majority of the Trustees; provided, however, that the
number of Trustees shall in no event be less than three (3) nor more than
twelve (12).

Section 3.7. Effect of Death, Resignation, etc. of a Trustee. The
declination to serve, death, resignation, retirement, removal, incapacity, or
inability of the Trustees, or any one of them, shall not operate to terminate
the Trust or to revoke any existing agency created pursuant to the terms of
this Trust Agreement.

Section 3.8. Ownership of Assets of the Trust. The assets of the
Trust and of each Portfolio thereof shall be held separate and apart from any
assets now or hereafter held in any capacity other than as Trustee hereunder by
the Trustees or any successor Trustees. Legal title in all of the assets of
the Trust and the right to conduct any business shall at all times be
considered as vested in the Trustees on behalf of the Trust, except that the
Trustees may cause legal title to any Trust Property to be held by, or in the
name of the Trust, or in the name of any Person as nominee. No Shareholder
shall be deemed to have a severable ownership in any individual asset of the
Trust or of any Portfolio, or Class thereof, or any right of partition or
possession thereof, but each Shareholder shall have, except as otherwise
provided for herein, a proportionate undivided beneficial interest in the
Trust, Portfolio or Class thereof. The Shares shall be personal property
giving only the rights specifically set forth in this Trust Agreement or the
Delaware Act.

ARTICLE IV
POWERS OF THE TRUSTEES

Section 4.1. Powers. The Trustees in all instances shall act as
principals, and are and shall be free from the control of the Shareholders. The
Trustees shall have full power and authority to do any and all acts and to make
and execute any and all contracts and instruments that they may consider
necessary or appropriate in connection with the management of the Trust.
Without limiting the foregoing and subject to any applicable limitation in this
Trust Agreement or the Bylaws of the Trust, the Trustees shall have power and
authority:

(a) To invest and reinvest cash and other property, and to hold cash
or other property uninvested, without in any event being bound or limited by
any present or future law or custom in regard to investments by trustees, and
to sell,

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<PAGE> 10

exchange, lend, pledge, mortgage, hypothecate, write options on and lease any
or all of the assets of the Trust;

(b) To operate as and carry on the business of an investment
company, and exercise all the powers necessary and appropriate to the conduct
of such operations;

(c) To borrow money and in this connection issue notes or other
evidence of indebtedness; to secure borrowings by mortgaging, pledging or
otherwise subjecting as security the Trust Property; to endorse, guarantee, or
undertake the performance of an obligation or engagement of any other Person
and to lend Trust Property;

(d) To provide for the distribution of interests of the Trust either
through a principal underwriter in the manner hereinafter provided for or by
the Trust itself, or both, or otherwise pursuant to a plan of distribution of
any kind;

(e) To adopt Bylaws not inconsistent with this Trust Agreement
providing for the conduct of the business of the Trust and to amend and repeal
them to the extent that they do not reserve such right to the Shareholders;
such Bylaws shall be deemed incorporated and included in this Trust Agreement;

(f) To elect and remove such officers and appoint and terminate such
agents as they consider appropriate;

(g) To employ one or more banks, trust companies or companies that
are members of a national securities exchanges or such other domestic or
foreign entities as custodians of any assets of the Trust subject to any
conditions set forth in this Trust Agreement or in the Bylaws;

(h) To retain one or more transfer agents and shareholder servicing
agents, or both;

(i) To set record dates in the manner provided herein or in the
Bylaws;

(j) To delegate such authority as they consider desirable to any
officers of the Trust and to any investment adviser, manager, administrator,
custodian, underwriter or other agent or independent contractor;

(k) To sell or exchange any or all of the assets of the Trust,
subject to the provisions of Article VI, Section 6.1 hereof;

(l) To vote or give assent, or exercise any rights of ownership,
with respect to stock or other securities or property; and to execute and
deliver proxies and powers of

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<PAGE> 11

attorney to such person or persons as the Trustees shall deem proper, granting
to such person or persons such power and discretion with relation to securities
or property as the Trustee shall deem proper;

(m) To exercise powers and rights of subscription or otherwise which
in any manner arise out of ownership of securities;

(n) To hold any security or property in a form not indicating any
trust, whether in bearer, book entry, unregistered or other negotiable form; or
either in the name of the Trust or of a Portfolio or Class thereof or in the
name of a custodian or a nominee or nominees, subject in either case to proper
safeguards according to the usual practice of Delaware business trusts or
investment companies;

(o) To establish separate and distinct Portfolios with separately
defined investment objectives and policies and distinct investment purposes in
accordance with the provisions of Article II hereof and to establish Classes of
such Portfolios having relative rights, powers and duties as they may provide
consistent with applicable law;

(p) Subject to the provisions of Section 3804 of the Delaware Act,
to allocate assets, liabilities and expenses of the Trust to a particular
Portfolio or to apportion the same between or among two or more Portfolios,
provided that any liabilities or expenses incurred by a particular Portfolio
(or Class) shall be payable solely out of the assets belonging to that
Portfolio (or Class) as provided for in Article II hereof;

(q) To consent to or participate in any plan for the reorganization,
consolidation or merger of any corporation or concern, any security of which is
held in the Trust; to consent to any contract, lease, mortgage, purchase, or
sale of property by such corporation or concern, and to pay calls or
subscriptions with respect to any security held in the Trust;

(r) To compromise, arbitrate, or otherwise adjust claims in favor of
or against the Trust or any matter in controversy including, but not limited
to, claims for taxes;

(s) To declare and pay dividends and make distributions of income
and of capital gains and capital to Shareholders in the manner hereinafter
provided;

(t) To establish, from time to time, a minimum investment for
Shareholders in the Trust or in one or more Portfolio or Class, and to require
the redemption of the Shares of any Shareholders whose investment is less than
such minimum upon giving notice to such Shareholder;

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<PAGE> 12

(u) To establish one or more committees, to delegate any of the
powers of the Trustees to said committees and to adopt a committee charter
providing for such responsibilities, membership (including Trustees, officers
or other agents of the Trust therein) and any other characteristics of said
committees as the Trustees may deem proper. Notwithstanding the provisions of
this Article IV, and in addition to such provisions or any other provision of
this Trust Agreement or of the Bylaws, the Trustees may by resolution appoint a
committee consisting of less than the whole number of Trustees then in office,
which committee may be empowered to act for and bind the Trustees and the
Trust, as if the acts of such committee were the acts of all the Trustees then
in office, with respect to the institution, prosecution, dismissal, settlement,
review or investigation of any action, suit or proceeding which shall be
pending or threatened to be brought before any court, administrative agency or
other adjudicatory body;

(v) To interpret the investment policies, practices or limitations
of any Portfolio;

(w) To establish a registered office and have a registered agent in
the state of Delaware; and

(x) In general to carry on any other business in connection with or
incidental to any of the foregoing powers, to do everything necessary, suitable
or proper for the accomplishment of any purpose or the attainment of any object
or the furtherance of any power hereinbefore set forth, either alone or in
association with others, and to do every other act or thing incidental or
appurtenant to or growing out of or connected with the aforesaid business or
purposes, objects or powers.

The foregoing clauses shall be construed both as objects and powers,
and the foregoing enumeration of specific powers shall not be held to limit or
restrict in any manner the general powers of the Trustees. Any action by one
or more the Trustees in their capacity as such hereunder shall be deemed an
action on behalf of the Trust or the applicable Portfolio, and not an action in
an individual capacity.

The Trustees shall not be limited to investing in obligations
maturing before the possible termination of the Trust.

No one dealing with the Trustees shall be under any obligation to
make any inquiry concerning the authority of the Trustees, or to see to the
application of any payments made or property transferred to the Trustees or
upon their order.

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<PAGE> 13

Section 4.2. Issuance and Repurchase of Shares. The Trustees shall
have the power to issue, sell, repurchase, redeem, retire, cancel, acquire,
hold, resell, reissue, dispose of, and otherwise deal in Shares and, subject to
the provisions set forth in Article II and VII, to apply to any such
repurchase, redemption, retirement, cancellation or acquisition of Shares any
funds or property of the Trust, or the particular Portfolio or Class of the
Trust, with respect to which such Shares are issued.

Section 4.3. Action by the Trustees. The Trustees act by majority
vote at a meeting duly called or by unanimous written consent without a meeting
or by telephone meeting provided a quorum of Trustees participate in any such
telephone meeting. At any meeting of the Trustees, a majority of the Trustees
shall constitute a quorum. Written consents or waivers of the Trustees may be
executed in one or more counterparts. Execution of a written consent or waiver
and delivery thereof to the Trust may be accomplished by telefax.

Section 4.4. Principal Transactions. The Trustees may, on behalf of
the Trust, buy any securities from or sell any securities to, or lend any
assets of the Trust to, any Trustee or officer of the Trust or any firm of
which any such Trustee or officer is a member acting as principal, or have any
such dealings with any investment adviser, distributor, or transfer agent for
the Trust or with any affiliated person of such Person; and the Trust may
employ any such Person, or firm or company in which such Person is an
affiliated person, as broker, legal counsel, registrar, investment adviser,
distributor, administrator, transfer agent, dividend disbursing agent,
custodian or in any other capacity upon customary terms, subject in all cases
to applicable laws, rules and regulations and orders of regulatory authorities.

Section 4.5. Payment of Expenses by the Trust. The Trustees are
authorized to pay or cause to be paid out of the principal or income of the
Trust or Portfolio (or Class), or partly out of the principal and partly out of
income, and to charge or allocate the same to, between or among such one or
more of the Portfolios (or Classes) that may be established or designated
pursuant to Article II, Section 2.3, as they deem fair, all expenses, fees,
charges, taxes and liabilities incurred or arising in connection with the Trust
or Portfolio (or Class), or in connection with the management thereof,
including, but not limited to, the Trustees' compensation and such expenses and
charges for the services of the Trust's officers, employees, investment adviser
or manager, administrator, principal underwriter, auditors, counsel, custodian,
transfer agent, Shareholder servicing agent, and such other agents or
independent contractors and such other

- 13 -
<PAGE> 14

expenses and charges as the Trustees may deem necessary or proper to incur.

Section 4.6. Trustee Compensation. The Trustees as such shall be
entitled to reasonable compensation from the Trust; they may fix the amount of
their compensation. Nothing herein shall in any way prevent the employment of
any Trustee for advisory, management, administrative, legal, accounting,
investment banking, underwriting, brokerage, or investment dealer or other
services and the payment for the same by the Trust.

ARTICLE V
INVESTMENT ADVISER, PRINCIPAL UNDERWRITER AND
TRANSFER AGENT

Section 5.1. Investment Adviser. The Trustees may in their
discretion, from time to time, enter into an investment advisory or management
contract or contracts with respect to the Trust or any Portfolio whereby the
other party or parties to such contract or contracts shall undertake to furnish
the Trustees with such management, investment advisory, statistical and
research facilities and services and such other facilities and services, if
any, and all upon such terms and conditions, as the Trustees may in their
discretion determine.

The Trustees may authorize the investment advisor to employ, from
time to time, one or more sub-advisors to perform such of the acts and services
of the investment advisor, and upon such terms and conditions, as may be agreed
upon between the investment advisor and sub-advisor. Any reference in this
Trust Agreement to the investment advisor shall be deemed to include such
sub-advisors, unless the context otherwise requires.

Section 5.2 Other Service Contracts. The Trustees may authorize the
engagement of a principal underwriter, transfer agent, administrator, custodian
or similar servicer.

Section 5.3 Parties to Contract. Any contract of the character
described in Sections 5.1 and 5.2 of this Article V may be entered into with
any corporation, firm, partnership, trust or association, although one or more
of the Trustees or officers of the Trust may be an officer, director, trustee,
shareholder, or member of such other party to the contract.

Section 5.4. Miscellaneous. The fact that (i) any of the
Shareholders, Trustees or officers of the Trust is a shareholder, director,
officer, partner, trustee, employee, manager, advisor, principal underwriter or
distributor or agent of or for any Company or of or for any parent or affiliate
of

- 14 -
<PAGE> 15

any Company, with which an advisory or administration contract, or principal
underwriter's or distributor's contract, or transfer, shareholder servicing,
custodial or other agency contract may have been or may hereafter be made, or
that any such Company, or any parent or affiliate thereof, is a Shareholder or
has an interest in the Trust, or that (ii) any Company with which an advisory
or administration contract or principal underwriter's or distributor's
contract, or transfer, shareholder servicing or other agency contract may have
been or may hereafter be made also has an advisory or administration contract,
or principal underwriter's or distributor's contract, or transfer, shareholder
servicing, custodial or other agency contract with one or more other Companies,
or has other business or interests shall not affect the validity of any such
contract or disqualify any Shareholder, Trustee or officer of the Trust from
voting upon or executing the same or create any liability or accountability to
the Trust or its Shareholders.

ARTICLE VI
SHAREHOLDERS' VOTING POWERS AND MEETINGS

Section 6.1 Voting Powers. The Shareholders shall have power to
vote only to: (i) elect Trustees, provided that a meeting of Shareholders has
been called for that purpose; (ii) remove Trustees, provided that a meeting of
Shareholders has been called for that purpose; (iii) terminate the Trust or any
Portfolio or Class, unless, as of the date on which the Trustees have
determined to so terminate the Trust or such Portfolio or Class, there are
fewer than 100 holders of record of the Trust or of such terminating Portfolio
or Class; (iv) approve the sale of all or substantially all the assets of the
Trust or of any Portfolio or Class, unless the primary purpose of such sale is
to change the Trust's domicile or form of organization or form of business
trust; (v) approve the merger or consolidation of the Trust or any Portfolio or
Class with and into another Company, unless (A) the primary purpose of such
merger or consolidation is to change the Trust's domicile or form of
organization or form of business trust, or (B) after giving effect to such
merger or consolidation, based on the number of Shares outstanding as of a date
selected by the Trustees, the Shareholders of the Trust or such Portfolio or
Class will have a majority of the outstanding shares of the surviving Company
or portfolio or class, as the case may be; (vi) approve any amendment to this
Section 6.1; and (vii) approve such additional matters as may be required by
law or as the Trustees, in their sole discretion, shall determine.

Until Shares are issued, the Trustees may exercise all rights of
Shareholders and may take any action required or permitted by law, this Trust
Agreement or any of the Bylaws of the Trust to be taken by Shareholders.

- 15 -
<PAGE> 16

On any matter submitted to a vote of the Shareholders, all Shares
shall be voted together, except when required by applicable law or when the
Trustees have determined that the matter affects the interests of one or more
Portfolios (or Classes), then only the Shareholders of all such Portfolios (or
Classes) shall be entitled to vote thereon. Each whole Share shall be entitled
to one vote as to any matter on which it is entitled to vote, and each
fractional Share shall be entitled to a proportionate fractional vote. The
vote necessary to approve any such matter shall be set forth in the Bylaws.

ARTICLE VII
DISTRIBUTIONS AND REDEMPTIONS

Section 7.1 Distributions. The Trustees may from time to time
declare and pay dividends and make other distributions with respect to any
Portfolio, or Class thereof, which may be from income, capital gains or
capital. The amount of such dividends or distributions and the payment of them
and whether they are in cash or any other Trust Property shall be wholly in the
discretion of the Trustees.

Section 7.2 Redemptions. Any holder of record of Shares of a
particular Portfolio, or Class thereof, shall have the right to require the
Trust to redeem his Shares, or any portion thereof, subject to such terms and
conditions as are set forth in the Bylaws.

Section 7.3 Redemption of Shares By Trustees. Upon the terms and
conditions set forth in the Bylaws, the Trustees may call for the redemption of
the Shares of any Person or may refuse to transfer or issue Shares to any
Person to the extent that the same is necessary to comply with applicable law
or advisable to further the purposes for which the Trust is formed.

Section 7.4 Redemption of De Minimis Accounts. If, at any time when
a request for transfer or redemption of Shares of any Portfolio is received by
the Trust or its agent, the value of the Shares of such Portfolio in a
Shareholder's account is less than Five Hundred Dollars ($500.00), after giving
effect to such transfer or redemption, the Trust may cause the remaining Shares
of such Portfolio in such Shareholder's account to be redeemed in accordance
with such procedures as are set forth in the Bylaws.

- 16 -

<PAGE> 17

ARTICLE VIII
LIMITATION OF LIABILITY AND INDEMNIFICATION

Section 8.1 Limitation of Liability. A Trustee, when acting in such
capacity, shall not be personally liable to any person other than the Trust or
a beneficial owner for any act, omission or obligation of the Trust or any
Trustee. A Trustee shall not be liable for any act or omission or any conduct
whatsoever in his capacity as Trustee, provided that nothing contained herein
or in the Delaware Act shall protect any Trustee against any liability to the
Trust or to Shareholders to which he would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of the office of Trustee hereunder.

Section 8.2 Indemnification of Trustees. Every Person who is, or
has been, a Trustee or officer of the Trust shall be indemnified by the Trust
to the fullest extent permitted by the Delaware Act, the Bylaws and other
applicable law.

Section 8.3 Indemnification of Shareholders. In case any
Shareholder or former Shareholder of the Trust shall be held to be personally
liable solely by reason of his being or having been a Shareholder of the Trust
or any Portfolio or Class and not because of his acts or omissions or for some
other reason, the Shareholder or former Shareholder (or his heirs, executors,
administrators or other legal representatives, or, in the case of a corporation
or other entity, its corporate or other general successor) shall be entitled
out of the assets belonging to the applicable Portfolio (or Class) to be held
harmless from and indemnified against all loss and expense arising from such
liability in accordance with the Bylaws and applicable law.

ARTICLE IX
MISCELLANEOUS

Section 9.1 Trust Not a Partnership. It is hereby expressly
declared that a trust and not a partnership is created hereby. No Trustee
hereunder shall have any power to bind personally either the Trust's officers
or any Shareholder. All persons extending credit to, contracting with or
having any claim against the Trust or the Trustees shall look only to the
assets of the appropriate Portfolio or Class or, if the Trustees shall have yet
to have established any separate Portfolio or Class, of the Trust for payment
under such credit, contract or claim; and neither the Shareholders nor the

- 17 -
<PAGE> 18

Trustee, nor any of their agents, whether past, present or future, shall be
personally liable therefor.

Section 9.2 Trustee's Good Faith Action, Expert Advice, No Bond or
Surety. The exercise by the Trustees of their powers and discretions hereunder
in good faith and with reasonable care under the circumstances then prevailing
shall be binding upon everyone interested. Subject to the provisions of
Article VIII hereof and to Section 9.1 of this Article IX, the Trustees shall
not be liable for errors of judgment or mistakes of fact or law. The Trustees
may take advice of counsel or other experts with respect to the meaning and
operation of this Trust Agreement, and subject to the provisions of Article
VIII hereof and Section 9.1 of this Article IX, shall be under no liability for
any act or omission in accordance with such advice or for failing to follow
such advice. The Trustees shall not be required to give any bond as such, nor
any surety if a bond is obtained.

Section 9.3 Termination of Trust or Portfolio. Unless terminated as
provided herein, the Trust shall continue without limitation of time. The
Trust may be terminated at any time by the Trustees by written notice to the
Shareholders, subject to Section 6.1 of this Trust Agreement. Any Portfolio or
Class may be terminated at any time by the Trustees by written notice to the
Shareholders of that Portfolio or Class, subject to Section 6.1 of this Trust
Agreement.

Upon termination of the Trust (or any Portfolio or Class, as the
case may be), after paying or otherwise providing for all charges, taxes,
expenses and liabilities held, severally, with respect to each Portfolio (or
Class) (or the applicable Portfolio (or Class), as the case may be), whether
due or accrued or anticipated as may be determined by the Trustees, the Trust
shall, in accordance with such procedures as the Trustees consider appropriate,
reduce the remaining assets held, severally, with respect to each Portfolio (or
Class) (or the applicable Portfolio (or Class), as the case may be), to
distribute in cash or shares or other securities, or any combination thereof,
and distribute the proceeds held with respect to each Portfolio (or Class) (or
the applicable Portfolio (or Class), as the case may be), to the Shareholders
of that Portfolio (or Class), as a Portfolio (or Class), ratably according to
the number of Shares of that Portfolio (or Class) held by the several
Shareholders on the date of termination.

Section 9.4 Sale of Assets; Merger and Consolidation. Subject to
Section 6.1 of this Trust Agreement, the Trustees may cause (i) the Trust or
one or more of its Portfolios (or Classes) to the extent consistent with
applicable law to sell all or substantially all of its assets,

-18 -
<PAGE> 19

or be merged into or consolidated with another Trust or Company, (ii) the
Shares of the Trust or any Portfolio (or Class) to be converted into beneficial
interests in another business trust (or series thereof) created pursuant to
this Section 9.4 of Article IX, or (iii) the Shares to be exchanged under or
pursuant to any state or federal statute to the extent permitted by law. In
all respects not governed by statute or applicable law, the Trustees shall have
power to prescribe the procedure necessary or appropriate to accomplish a sale
of assets, merger or consolidation including the power to create one or more
separate business trusts to which all or any part of the assets, liabilities,
profits or losses of the Trust may be transferred and to provide for the
conversion of Shares of the trust or any Portfolio (or Class) into beneficial
interests in such separate business trust or trusts (or series or class
thereof).

Section 9.5 Filing of Copies, References, Headings. The original or
a copy of this Trust Agreement and each amendment hereof or Trust Agreement
supplemental hereto shall be kept at the office of the Trust where it may be
inspected by any Shareholder. In this Trust Agreement or in any such amendment
or supplemental Trust Agreement, references to this Trust Agreement, and all
expressions like "herein," "hereof" and "hereunder," shall be deemed to refer
to this Trust Agreement as amended or affected by any such supplemental Trust
Agreement. All expressions like "his," "he," and "him," shall be deemed to
include the feminine and neuter, as well as masculine, genders. Headings are
placed herein for convenience of reference only and in case of any conflict,
the text of this Trust Agreement, rather than the headings, shall control.
This Trust Agreement may be executed in any number of counterparts each of
which shall be deemed an original.

Section 9.6. Governinq Law. The Trust and this Trust Agreement, and
the rights, obligations and remedies of the Trustees and Shareholders
hereunder, are to be governed by and construed and administered according to
the Delaware Act and the other laws of the State of Delaware; provided,
however, that there shall not be applicable to the Trust, the Trustees, the
Shareholders or this Trust Agreement (a) the provisions of Section 3540 of
Title 12 of the Delaware Code or (b) any provisions of the laws (statutory or
common) of the State of Delaware (other than the Delaware Act) pertaining to
trusts which relate to or regulate (i) the filing with any court or
governmental body or agency of trustee accounts or schedules of trustee fees
and charges, (ii) affirmative requirements to post bonds for trustees,
officers, agents or employees of a trust, (iii) the necessity for obtaining
court or other governmental approval concerning the acquisition, holding or
disposition of real or personal property, (iv) fees or other sums payable to
trustees, officers, agents or employees of a trust, (v) the

- 19 -
<PAGE> 20

allocation of receipts and expenditures to income or principal, (vi)
restrictions or limitations on the permissible nature, amount or concentration
of trust investments or requirements relating to the titling, storage or other
manner of holding of trust assets, or (vii) the establishment of fiduciary or
other standards or responsibilities or limitations on the indemnification, acts
or powers of trustees or other Persons, which are inconsistent with the
limitations or liabilities or authorities and powers of the Trustees or
officers of the Trust set forth or referenced in this Trust Agreement.

The Trust shall be of the type commonly called a "business trust,"
and without limiting the provisions hereof, the Trust may exercise all powers
which are ordinarily exercised by such a trust under Delaware law. The Trust
specifically reserves the right to exercise any of the powers or privileges
afforded to trusts or actions that may be engaged in by trusts under the
Delaware Act, and the absence of a specific reference herein to any such power,
privilege or action shall not imply that the Trust may not exercise such power
or privilege or take such actions; provided, however, that the exercise of any
such power, privilege or action shall not otherwise violate applicable law.

Section 9.7. Amendments. Except as specifically provided in Section
6.1, the Trustees may, without Shareholder vote, amend or otherwise supplement
this Trust Agreement by making an amendment, a Trust Agreement supplemental
hereto or an amended and restated trust instrument.

Section 9.8. Provisions in Conflict with Law. The provisions of
this Trust Agreement are severable, and if the Trustees shall determine, with
the advice of counsel, that any of such provisions is in conflict with
applicable law the conflicting provision shall be deemed never to have
constituted a part of this Trust Agreement; provided, however, that such
determination shall not affect any of the remaining provisions of this Trust
Agreement or render invalid or improper any action taken or omitted prior to
such determination. If any provision of this Trust Agreement shall be held
invalid or enforceable in any jurisdiction, such invalidity or unenforceability
shall attach only to such provision in such jurisdiction and shall not in any
manner affect such provisions in any other jurisdiction or any other provision
of this Trust Agreement in any jurisdiction.

- 20 -

<PAGE> 21

IN WITNESS WHEREOF, the undersigned, being all of the initial
Trustees of the Trust, have executed this instrument this 5th day of May, 1993.

/s/ William H. Kleh
---------------------------------
William H. Kleh,
as Trustee

/s/ Charles T. Bauer
---------------------------------
Charles T. Bauer,
as Trustee

/s/ Robert H. Graham
---------------------------------
Robert H. Graham,
as Trustee

(THIS IS THE SIGNATURE PAGE FOR THE AGREEMENT AND DECLARATION
OF TRUST OF AIM FUNDS GROUP)

<PAGE> 1
EXHIBIT 1(b)

FIRST AMENDMENT
TO
AGREEMENT AND DECLARATION OF TRUST
OF
AIM FUNDS GROUP

THIS FIRST AMENDMENT TO AGREEMENT AND DECLARATION OF TRUST OF AIM
FUNDS GROUP (the "Amendment") is entered into the 11th day of September, 1993,
among Charles T. Bauer, Bruce L. Crockett, Owen Daly, III, Carl Frischling,
John F. Kroeger, Lewis F. Pennock, Ian W. Robinson, Louis S. Sklar, as
trustees, and each person who became or becomes a shareholder in accordance
with the terms set forth in that certain Agreement and Declaration of Trust of
AIM Funds Group entered into as of May 5, 1993 (the "Agreement").

WHEREAS, Section 9.7 of the Agreement authorizes the Trustees without
Shareholder vote to amend or otherwise supplement the Agreement by making an
amendment;

WHEREAS, Section 4.1(o) of the Agreement authorizes the Trustees to
establish separate and distinct Portfolios with separately defined investment
objectives and policies and distinct investment purposes in accordance with the
provisions of Article II of the Agreement and to establish Classes of such
Portfolios having the relative rights, powers and duties as they may provide
consistent with applicable law; and

WHEREAS, at a meeting duly called and held in Bermuda on the 11th day
of September, 1993, the Trustees have resolved to amend the Agreement as
hereinafter set forth with an effective date of August 20, 1993.

NOW, THEREFORE, the Trustees hereby amend the Agreement as herein set
forth below:

1. Capitalized terms not specifically defined in this Amendment
shall have the meanings ascribed to them in the Agreement.

2. Section 2.3 of the Agreement shall be deleted in its entirety and
the following new Section 2.3 shall be substituted in lieu therefore:

"Section 2.3. Establishment of Portfolios and Classes. The Trust
shall initially be divided into nine Portfolios, the AIM Growth Fund, the AIM
Utilities Fund, the AIM Government Securities Fund, the AIM Income Fund, the
AIM Municipal Bond Fund, the AIM High Yield Fund, the AIM Money Market Fund,
the AIM Value Fund and the AIM Balanced Fund. With the exception of the AIM
Money Market Fund, all remaining eight initial Portfolios shall initially have
two Classes, the Class A Shares Ind the Class B Shares. The AIM Money Market
Fund shall initially have three Classes, the Class A Shares,
<PAGE> 2
Class B Shares and the Class C Shares. The above initial Portfolios and their
respective initial Classes as set forth in this Section 2.3 are collectively
referred to as the "Initial Portfolios". The establishment and designation of
any other Portfolio or Class thereof, or, subject to section 6.1 hereof, any
change to the Initial Portfolios, shall be effective upon the adoption by a
majority of the then Trustees of a resolution which sets forth such
establishment, designation or change."

3. Subclause (iii) in the first paragraph of Section 6.1 of the
Agreement shall be deleted in its entirety and the following new subclause
(iii) in the first paragraph of Section 6.1 shall be substituted in lieu
therefore:

"(iii) approve the termination of the Trust or any Portfolio or
Class, unless, as of the date on which the Trustees have determined to so
terminate the Trust or such Portfolio or Class, there are fewer than 100
holders of record of the Trust or of such terminating Portfolio or Class and
provided, further, that the Trustees have called a meeting of the Shareholders
for the purpose of approving any such termination;"

4. Section 8.1 of the Agreement shall be deleted in its entirety and
the following new Section 8.1 shall be substituted in lieu therefore:

"Section 8.1 Limitation of Liability. A Trustee, when acting in
such capacity, shall not be personally liable to any person for any act,
omission or obligation of the Trust or any Trustee; provided, however, that
nothing contained herein or in the Delaware Act shall protect any Trustee
against any liability to the Trust or to Shareholders to which he would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of the
office of Trustee hereunder."

5. The amendments in the preceding paragraphs 2, 3 and 4 of this
Amendment shall be effective as of the 20th day of August, 1993.

6. With the exception of the amendments in the preceding paragraphs
2, 3 and 4 of this Amendment, the Agreement shall in all other respects remain
in full force and effect.

- 2 -
<PAGE> 3
IN WITNESS WHEREOF, the undersigned, being all of the initial
Trustees of the Trust, have executed this First Amendment to Agreement and
Declaration of Trust of AIM Funds Group the 11th day of September, 1993.

<TABLE>
<S> <C>
/s/ Charles T. Bauer /s/ B L Crockett
- --------------------------- ------------------------
Charles T. Bauer Bruce L. Crockett
Trustee Trustee

/s/ Owen Daly II /s/ Carl Frischling
- --------------------------- ------------------------
Owen Daly, III Carl Frischling
Trustee Trustee

/s/ John F. Kroeger /s/ Lewis F. Pennock
- --------------------------- ------------------------
John F. Kroeger Lewis F. Pennock
Trustee Trustee

/s/ Ian W. Robinson /s/ Louis S. Sklar
- --------------------------- ------------------------
Ian W. Robinson Louis S. Sklar
Trustee Trustee
</TABLE>

(THIS IS THE SIGNATURE PAGE FOR THE FIRST AMENDMENT TO AGREEMENT AND
DECLARATION OF TRUST OF AIM FUNDS GROUP)

<PAGE> 1

Exhibit 1(c)

SECOND AMENDMENT
TO
AGREEMENT AND DECLARATION OF TRUST
OF
AIM FUNDS GROUP

THIS SECOND AMENDMENT TO AGREEMENT AND DECLARATION OF TRUST OF AIM
FUNDS GROUP (the "Amendment") is entered into as of the 1st day of May, 1995,
among Charles T. Bauer, Bruce L. Crockett, Owen Daly II, Carl Frischling,
Robert H. Graham, John F. Kroeger, Lewis F. Pennock, Ian W. Robinson, Louis S.
Sklar, as trustees, and each person who became or becomes a shareholder in
accordance with the terms set forth in that certain Agreement and Declaration
of Trust of AIM Funds Group entered into as of May 5, 1993 (the "Agreement").

WHEREAS, Section 9.7 of the Agreement authorizes the Trustees without
Shareholder vote to amend or otherwise supplement the Agreement by making an
amendment; and

WHEREAS, at a meeting duly called and held in Houston, Texas on the 6th
day of December, 1994, the Trustees resolved to amend, effective May 1, 1995,
the Agreement as hereinafter set forth.

NOW, THEREFORE, the Trustees hereby amend the Agreement as hereinafter
set forth:

1. Section 2.3 of the Agreement, as amended, is hereby amended to read
as follows:

"Section 2.3. Establishment of Portfolios and Classes. The Trust
shall be divided into nine Portfolios, the AIM Balanced Fund, the AIM Global
Utilities Fund, the AIM Government Securities Fund, the AIM Growth Fund, the
AIM High Yield Fund, the AIM Income Fund, the AIM Money Market Fund, the AIM
Municipal Bond Fund, and the AIM Value Fund. With the exception of the AIM
Money Market Fund, all of the eight other Portfolios shall have two Classes,
the Class A Shares and the Class B Shares. The AIM Money Market Fund shall
have three Classes, the Class A Shares, the Class B Shares and the Class C
Shares. The above Portfolios and their respective Classes as set forth in
this Section 2.3 are collectively referred to as the "Portfolios". The
establishment and designation of any other Portfolio or Class thereof, or,
subject to Section 6.1 hereof, any change to the Portfolios, shall be
effective upon the adoption by a majority of the then Trustees of a resolution
which sets forth such establishment, designation or change."

<PAGE> 2

IN WITNESS WHEREOF, the undersigned, being all of the Trustees of AIM
Funds Group, have executed this Second Amendment to Agreement and Declaration of
Trust of AIM Funds Group as of the 1st day of May, 1995.

<TABLE>
<S> <C>
/s/ CHARLES T. BAUER /s/ B L CROCKETT
- ---------------------------------------------- ----------------------------------------------
Charles T. Bauer Bruce L. Crockett
Trustee Trustee

/s/ OWEN DALY II /s/ CARL FRISCHLING
- ---------------------------------------------- ----------------------------------------------
Owen Daly II Carl Frischling
Trustee Trustee

/s/ ROBERT H. GRAHAM /s/ JOHN F. KROEGER
- ---------------------------------------------- ----------------------------------------------
Robert H. Graham John F. Kroeger
Trustee Trustee

/s/ LEWIS F. PENNOCK /s/ IAN W. ROBINSON
- ---------------------------------------------- ----------------------------------------------
Lewis F. Pennock Ian W. Robinson
Trustee Trustee

/s/ LOUIS S. SKLAR
- ----------------------------------------------
Louis S. Sklar
Trustee
</TABLE>

<PAGE> 1

Exhibit 1(d)

THIRD AMENDMENT
TO
AGREEMENT AND DECLARATION OF TRUST
OF
AIM FUNDS GROUP

THIS THIRD AMENDMENT TO AGREEMENT AND DECLARATION OF TRUST OF AIM
FUNDS GROUP (the "Amendment") is entered into as of the 25th day of September,
1995, among Charles T. Bauer, Bruce L. Crockett, Owen Daly II, Carl Frischling,
Robert H. Graham, John F. Kroeger, Lewis F. Pennock, Ian W. Robinson, Louis S.
Sklar, as trustees, and each person who became or becomes a shareholder in
accordance with the terms set forth in that certain Agreement and Declaration
of Trust of AIM Funds Group entered into as of May 5, 1993 (the "Agreement").

WHEREAS, Section 9.7 of the Agreement authorizes the Trustees without
Shareholder vote to amend or otherwise supplement the Agreement by making an
amendment; and

WHEREAS, at a meeting duly called and held in Tucson, Arizona on the
19th day of September, 1995, the Trustees resolved to amend, effective
September 25, 1995, the Agreement as hereinafter set forth.

NOW, THEREFORE, the Trustees hereby amend the Agreement as hereinafter
set forth:

1. Section 2.3 of the Agreement, as amended, is hereby further
amended to read as follows:

"Section 2.3. Establishment of Portfolios and Classes. The Trust
shall be divided into nine Portfolios, the AIM Balanced Fund, the AIM Global
Utilities Fund, the AIM Growth Fund, the AIM High Yield Fund, the AIM Income
Fund, the AIM Intermediate Government Fund, the AIM Money Market Fund, the AIM
Municipal Bond Fund, and the AIM Value Fund. With the exception of the AIM
Money Market Fund, all of the eight other Portfolios shall have two Classes,
the Class A Shares and the Class B Shares. The AIM Money Market Fund shall
have three Classes, the Class A Shares, the Class B Shares and the Class C
Shares. The above Portfolios and their respective Classes as set forth in this
Section 2.3 are collectively referred to as the "Portfolios". The
establishment and designation of any other Portfolio or Class thereof, or,
subject to Section 6.1 hereof, any change to the Portfolios, shall be effective
upon the adoption by a majority of the then Trustees of a resolution which sets
forth such establishment, designation or change."

2. This Amendment may be executed in any number of counterparts
and by different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together
shall constitute one and the same Amendment.

<PAGE> 2

IN WITNESS WHEREOF, the undersigned, being all of the Trustees of AIM
Funds Group, have executed this Third Amendment to Agreement and Declaration of
Trust of AIM Funds Group as of the 25th day of September, 1995.

<TABLE>
<S> <C>
/s/ CHARLES T. BAUER /s/ B L CROCKETT
- ----------------------------------------- ------------------------------------------
Charles T. Bauer Bruce L. Crockett
Trustee Trustee

/s/ OWEN DALY II /s/ CARL FRISCHLING
- ----------------------------------------- ------------------------------------------
Owen Daly II Carl Frischling
Trustee Trustee

/s/ ROBERT H. GRAHAM /s/ JOHN F. KROEGER
- ----------------------------------------- ------------------------------------------
Robert H. Graham John F. Kroeger
Trustee Trustee

/s/ LEWIS F. PENNOCK /s/ IAN W. ROBINSON
- ----------------------------------------- ------------------------------------------
Lewis F. Pennock Ian W. Robinson
Trustee Trustee

/s/ LOUIS S. SKLAR
- -----------------------------------------
Louis S. Sklar
Trustee
</TABLE>

<PAGE> 1

EXHIBIT 2(a)

AIM FUNDS GROUP
- - - - - -
B Y - L A W S
- - - - - -

Capitalized terms not specifically defined
herein shall have the meanings ascribed to
them in the Agreement and Declaration of
Trust.

ARTICLE I

OFFICES

Section 1. The registered office of AIM Funds Group (the "Trust")
shall be in the County of New Castle, State of Delaware.

Section 2. The Trust may also have offices at such other places both
within and without the State of Delaware as the Trustees may from time to time
determine or the business of the Trust may require.

ARTICLE II

TRUSTEES

Section 1. The number of Trustees shall initially be three, and
thereafter shall be such number as shall be fixed from time to time by a
majority of the Trustees; provided, however, that the number of Trustees shall
in no event be less than three nor more than twelve.

Section 2. The Trustees shall hold office during the lifetime of the
Trust, and until its termination as provided in the Agreement and Declaration
of Trust; except (a) that any Trustee may resign his trusteeship or may retire
by written instrument signed by him and delivered to the other Trustees, which
shall take effect upon such delivery or upon such later
<PAGE> 2
date as is specified therein; (b) that any Trustee may be removed at any time
by written instrument, signed by a least two-thirds of the number of Trustees
prior to such removal, specifying the date when such removal shall become
effective; (c) that any Trustee who has died, become physically or mentally
incapacitated by reason of disease or otherwise, or is otherwise unable to
serve, may be retired by written instrument signed by a majority of the other
Trustees, specifying the date of his retirement; and (d) that a Trustee may be
removed at any meeting of the shareholders of the Trust.

Section 3. In case of the declination to serve, death, resignation,
retirement or removal of a Trustee, or a Trustee is otherwise unable to serve,
or an increase in the number of Trustees, a vacancy shall occur. Whenever a
vacancy in the Trustees shall occur, until such vacancy is filled, the other
Trustees shall have all the powers hereunder and the certification of the other
Trustees of such vacancy shall be conclusive. In the case of an existing
vacancy, the remaining Trustees may fill such vacancy by appointing such other
person as they in their discretion shall see fit, or may leave such vacancy
unfilled or may reduce the number of Trustees to not less than three Trustees.
Such appointment shall be evidenced by a written instrument signed by a
majority of the Trustees in office or by resolution of the Trustees, duly
adopted, which shall be recorded in the minutes of a meeting a the Trustees,
whereupon the appointment shall take effect.

- 2 -
<PAGE> 3
An appointment of a Trustee may be made by the Trustees then in
office in anticipation of a vacancy to occur by reason of retirement,
resignation or increase in number of Trustees effective at a later date,
provided that said appointment shall become effective only at or after the
effective date of said retirement, resignation or increase in number of
Trustees. As soon as any Trustee appointed pursuant to Sections 2 and 3 of
Article II of these by-laws and the Agreement and Declaration of Trust shall
have accepted this Trust, the trust estate shall vest in the new Trustee or
Trustees, together with the continuing Trustees, without any further act or
conveyance, and he shall be deemed a Trustee hereunder.

Section 4. Any Trustee may, by power of attorney, delegate his power
for a period not exceeding six months at any one time to any other Trustee or
Trustees, provided that in no case shall less than two Trustees personally
exercise the other powers hereunder except as herein otherwise expressly
provided.

Section 5. The declination to serve, death, resignation, retirement,
removal, incapacity, or inability of the Trustees, or any one of them, shall
not operate to terminate the Trust or to revoke any existing agency created
pursuant to the terms of the Agreement and Declaration of Trust.

Section 6. The Trustees shall have exclusive and absolute control
over the trust property and over the business of the Trust to the same extent
as if the Trustees were the sole owners of the trust property and business in
their own right, but with such powers of delegation as may be permitted by the

- 3 -
<PAGE> 4
Agreement and Declaration of Trust. The Trustees shall have power to conduct
the business of the Trust and carry on its operations in any and all of its
branches and maintain offices both within and without the State of Delaware, in
any and all states of the United States of America, in the District of
Columbia, in any and all commonwealths, territories, dependencies, colonies, or
possessions of the United States of America, and in any foreign jurisdiction
and to do all such other things and execute all such instruments as they deem
necessary, proper or desirable in order to promote the interests of the Trust
although such things are not herein specifically mentioned. Any determination
as to what is in the interests of the Trust made by the Trustees in good faith
shall be conclusive. In construing the provisions of these by-laws and the
Agreement and Declaration of Trust, the presumption shall be in favor of a
grant of power to the Trustees.

MEETINGS OF THE TRUSTEES

Section 7. The Trustees of the Trust may hold meetings, both regular
and special, either within or without the State of Delaware.

Section 8. The first meeting of each newly elected Board of Trustees
shall be held at such time and place as shall be fixed by the vote of the
shareholders at the meeting causing their election. In the event of the
failure of the shareholders to fix the time or place of such first meeting of
the newly elected Board of Trustees, or in the event such meeting is not held
at the time and place so fixed by the shareholders, the

- 4 -
<PAGE> 5
meeting may be held at such time and place as shall be specified in a notice
given as hereinafter provided for special meetings of the Trustees, or as shall
be specified in a written waiver signed by all of the Trustees.

Section 9. Regular meetings of the Trustees may be held without
notice at such time and at such place as shall from time to time be determined
by the Trustees.

Section 10. Special meetings of the Trustees may be called by any
Trustee on one day's notice to each Trustee, either personally, by telephone,
by mail, by telegram or by telecopier.

Section 11. At all meetings of the Trustees a majority of Trustees
shall constitute a quorum for the transaction of business. In the event the
number of Trustees of the Trust is hereafter increased, a majority of all the
Trustees of the Trust shall constitute a quorum and the act of a majority of
the Trustees present at any meeting at which there is a quorum shall be the act
of the Board of Trustees, except as may be otherwise specifically provided by
applicable law or by the Agreement and Declaration of Trust. If a quorum shall
not be present at any meeting of the Board of Trustees, the Trustees present
thereat may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.

Section 12. Unless otherwise restricted by the Agreement and
Declaration of Trust or these by-laws, any action required or permitted to be
taken at any meeting of the Board of Trustees or of any committee thereof may
be taken without a

- 5 -
<PAGE> 6
meeting, if all members of the Board or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the board or committee.

COMMITTEES OF TRUSTEES

Section 13. In the event the number of Trustees of the Trust is
hereafter increased, the Board of Trustees may, by resolution passed by a
majority of the whole Board, designate one or more committees, each committee
to consist of three or more of the Trustees of the Trust. The Board may
designate one or more Trustees as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of such committee.
Any such committee, to the extent provided in the resolution, shall have and
may exercise the powers of the Board of Trustees in the management of the
business and affairs of the Trust; provided, however, that in the absence or
disqualification of any member of such committee or committees, the member or
members thereof present at any meeting and not disqualified from voting,
whether or not such members constitute a quorum, may unanimously appoint
another member of the Board of Trustees to act at the meeting in the place of
any such absent or disqualified member. Such committee or committees shall
have such name or names as may be determined from time to time by resolution
adopted by the Board of Trustees.

Section 14. Each committee shall keep regular minutes of its
meetings and report the same to the Board of Trustees when required.

- 6 -
<PAGE> 7

COMPENSATION OF TRUSTEES

Section 15. The Trustees as such shall be entitled to reasonable
compensation from the Trust; they may fix the amount of their compensation.
Nothing herein shall in any way prevent the employment of any Trustee for
advisory, management, administrative, legal, accounting, investment banking,
underwriting, brokerage, or investment dealer or other services and the payment
for the same by the Trust.

ARTICLE III

MEETINGS OF SHAREHOLDERS

Section 1. All meetings of the shareholders for the election of
Trustees shall be held at such place as may be fixed from time to time by the
Trustees, or at such other place either within or without the State of Delaware
as shall be designated from time to time by the Trustees and stated in the
notice indicating that a meeting has been called for such purpose. Meetings of
shareholders may be held for any of the other following purposes and may be
held at such time and place, within or without the State of Delaware as shall
be stated in the notice of the meeting or in a duly executed waiver of notice
thereof: (a) to remove Trustees, (b) to terminate the Trust or any Portfolio or
Class, unless, as of the date on which the Trustees have determined to so
terminate the Trust or such Portfolio or Class, there are fewer than 100
holders of record of the Trust or of such terminating Portfolio or Class; (c)
to approve the sale of all or substantially all the assets of the Trust or of
any

- 7 -
<PAGE> 8
Portfolio or Class, unless the primary purpose of such sale is to change the
Trust's domicile or form of organization or form of business trust; (d) to
approve the merger or consolidation of the Trust or any Portfolio or Class with
and into another Company, unless (i) the primary purpose of such merger or
consolidation is to change the Trust's domicile or form of organization or form
of business trust, or (ii) after giving effect to such merger or consolidation,
based on the number of shares outstanding as of a date selected by the
Trustees, the shareholders of the Trust or such Portfolio or Class will have a
majority of the outstanding shares of the surviving Company or Portfolio or
Class, as the case may be; (e) to approve any amendment to Section 6.1 of the
Agreement and Declaration of Trust of the Trust; and (f) to approve such
additional matters as may be required by law or as the Trustees, in their sole
discretion, shall determine. Shares may be voted in person or by proxy. A
proxy with respect to shares held in the name of two or more persons shall be
valid if executed by any one of them unless at or prior to exercise of the
proxy the Trust receives a specific written notice to the contrary from any one
of them. A proxy purporting to be executed by or on behalf of a shareholder
shall be deemed valid unless challenged at or prior to its exercise and the
burden of proving invalidity shall rest on the challenger. No proxy shall be
valid after the expiration of eleven months from the date thereof unless
otherwise provided in the proxy.

Section 2. All meetings of shareholders for the purpose of electing
Trustees shall be held on such date and at such time

- 8 -
<PAGE> 9
as shall be designated from time to time by the Trustees and stated in the
notice of the meeting, at which the shareholders shall elect by a plurality
vote any number of Trustees as the notice for such meeting shall state are to
be elected, and transact such other business as may properly be brought before
the meeting in accordance with Section 1 of this Article III.

Section 3. Written notice of any meeting stating the place, date, and
hour of the meeting shall be given to each shareholder entitled to vote at such
meeting not less than ten days before the date of the meeting in accordance
with Article XI hereof.

Section 4. The officer who has charge of the share ledger of
beneficial interests of the Trust shall prepare and make, at least ten days
before any meeting of shareholders, a complete list of the shareholders
entitled to vote at the meeting, arranged in alphabetical order, and showing
the address of each shareholder and the number of shares registered in the name
of each shareholder. Such list shall be open to the examination of any
shareholder, for any purpose germane to the meeting, during ordinary business
hours, for a period of at least ten days prior to the meeting, either at a
place within the city where the meeting is to be held, which place shall be
specified in the notice of the meeting, or, if not so specified, at the place
where the meeting is to be held. The list shall also be produced and kept at
the time and place of the meeting during the whole time thereof, and may be
inspected by any shareholder who is present.

- 9 -
<PAGE> 10
Section 5. Special meetings of the shareholders, for any purpose or
purposes, unless otherwise prescribed by applicable law or by the Agreement and
Declaration of Trust, may be called by any Trustee; provided, however, that the
Trustees shall promptly call a meeting of the shareholders solely for the
purpose set forth in Article III, Section l(a) of these by-laws, when requested
in writing so to do by the record holders of not less than ten percent of the
outstanding shares of the Trust.

Section 6. Written notice of a special meeting stating the place,
date, and hour of the meeting and the purpose or purposes for which the meeting
is called, shall be given not less than ten days before the date of the
meeting, to each shareholder entitled to vote at such meeting.

Section 7. Business transacted at any special meeting of shareholders
shall be limited to the purpose stated in the notice.

Section 8. The holders of one-third of the shares of beneficial
interests that are issued and outstanding and entitled to vote thereat, present
in person or represented by proxy, shall constitute a quorum at all meetings of
the shareholders for the transaction of business except as otherwise provided
by applicable law or by the Agreement and Declaration of Trust. If, however,
such quorum shall not be present or represented at any meeting of the
shareholders, the shareholders entitled to vote thereat, present in person or
represented by proxy, shall have power to adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be

- 10 -
<PAGE> 11
present or represented. At such adjourned meeting, at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the meeting as originally notified.

Section 9. When a quorum is present at any meeting, the vote of the
holders of a majority of the shares having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one on which by express provision of applicable law, the
Agreement and Declaration of Trust or these by-laws, a different vote is
required in which case such express provision shall govern and control the
decision of such question.

Section 10. Each whole share shall be entitled to one vote, and each
fractional share shall be entitled to a proportionate fractional vote. On any
matter submitted to a vote of the shareholders, all shares shall be voted
together, except when required by applicable law or when the Trustees have
determined that the matter affects the interests of one or more Portfolios (or
Classes), then only the shareholders of such Portfolios (or Classes) shall be
entitled to vote thereon.

Section 11. Unless otherwise provided in the Agreement and
Declaration of Trust or applicable law, any action required to be taken at any
meeting of shareholders of the Trust, or any action which may be taken at any
meeting of such shareholders, may be taken without a meeting, without prior
notice and without a vote, if a consent in writing, setting forth the action so
taken, shall be signed by the holders of outstanding shares

- 11 -
<PAGE> 12
having not less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all shares entitled to vote
thereon were present and voted. Prompt notice of the taking of any such action
without a meeting by less than unanimous written consent shall be given to
those shareholders who have not consented in writing.

ARTICLE IV

NOTICES

Section 1. Whenever, under the provisions of applicable law or of the
Agreement and Declaration of Trust or of these by-laws, notice is required to
be given to any Trustee or shareholder, it shall not, unless otherwise provided
herein, be construed to mean personal notice, but such notice may be given by
telephone (promptly confirmed in writing) or in writing, by mail, addressed to
such Trustee or shareholder, at his address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall be deemed to
be given at the time when the same shall be deposited in the United States
mail. Notice to Trustees may also be given by telegram or telecopier.

Section 2. Whenever any notice is required to be given under the
provisions of applicable law or of the Agreement and Declaration of Trust or of
these by-laws, a waiver thereof in writing, signed by the person or persons
entitled to said notice, whether before or after the time stated therein, shall
be deemed equivalent thereto.

- 12 -
<PAGE> 13
ARTICLE V

CERTIFICATES OF SHARES

Section 1. Upon request, every holder of shares in the Trust shall be
entitled to have a certificate, signed by, or in the name of the Trust by, a
Trustee, certifying the number of shares owned by him in the Trust.

Section 2. Where a certificate is countersigned (1) by a transfer
agent other than the Trust or its employee, or, (2) by a registrar other than
the Trust or its employee, the signature of the Trustee may be a facsimile.

LOST CERTIFICATES

Section 3. The Board of Trustees may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the Trust alleged to have been lost, stolen or destroyed,
upon the making of an affidavit of the fact by the person claiming the
certificate of stock to be lost, stolen or destroyed. When authorizing such
issue of a new certificate or certificates, the Board of Trustees may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate or certificates, or his
legal representative, to advertise the same in such manner as it shall require
and/or to give the Trust a bond in such sum as it may direct as indemnity
against any claim that may be made against the Trust with respect to the
certificate alleged to have been lost, stolen or destroyed.

- 13 -
<PAGE> 14
TRANSFERS OF SHARES

Section 4. The Trustees shall make such rules as they consider
appropriate for the transfer of shares and similar matters. To the extent
certificates are issued in accordance with Section 1 of this Article V, upon
surrender to the Trust or the transfer agent of the Trust of such certificate
for shares duly endorsed or accompanied by proper evidence of succession,
assignment or authority to transfer, it shall be the duty of the Trust to issue
a new certificate to the person entitled thereto, cancel the old certificate
and record the transaction upon its books.

FIXING RECORD DATE

Section 5. In order that the Trustees may determine the shareholders
entitled to notice of or to vote at any meeting of shareholders or any
adjournment thereof, or to express consent to action in writing without a
meeting, or entitled to receive payment of any dividend or other distribution
of allotment of any rights, or entitled to exercise any rights in respect of
any change, conversion or exchange of beneficial interests or for the purpose
of any other lawful action, the Board of Trustees may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted by the Board of Trustees, and which record date shall
not be more than ninety nor less than ten days before the date of such meeting,
nor more than ten days after the date upon which the resolution fixing the
record date is adopted by the Board of Trustees for

- 14 -
<PAGE> 15
action by shareholder consent in writing without a meeting, nor more than
ninety days prior to any other action. A determination of shareholders of
record entitled to notice of or to vote at a meeting of shareholders shall
apply to any adjournment of the meeting; provided, however, that the Board of
Trustees may fix a new record date for the adjourned meeting.

REGISTERED SHAREHOLDERS

Section 6. The Trust shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice hereof, except as otherwise provided by the laws of
Delaware.

ARTICLE VI

GENERAL PROVISIONS

DISTRIBUTIONS AND REDEMPTIONS

Section 1. The Trustees may from time to time declare and pay
dividends and make other distributions with respect to any Portfolio, or Class
thereof, which may be from income, capital gains or capital. The amount of
such dividends or distributions and the payment of them and whether they are in
cash or any other Trust Property shall be wholly in the discretion of the
Trustees.

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<PAGE> 16
Section 2. Any holder of record of shares of a particular Portfolio,
or Class thereof, shall have the right to require the Trust to redeem his
shares, or any portion thereof, subject to the terms and conditions set forth
in the registration statement in effect from time to time.

The redemption price may in any case or cases be paid wholly or
partly in kind if the Trustees determine that such payment is advisable in the
interest of the remaining shareholders of the Portfolio or Class thereof for
which the share are being redeemed. Subject to the foregoing, the fair value,
selection and quantity of securities or other property so paid or delivered as
all or part of the redemption price may be determined by or under authority of
the Trustees. In no case shall the Trust be liable for any delay of any
corporation or other Person in transferring securities selected for delivery as
all or part of any payment in kind.

The Trustees may, at their option, and at any time, have the right to
redeem shares of any shareholder of a particular Portfolio or Class thereof in
accordance with Section 2 of this Article VI. The Trustees may refuse to
transfer or issue shares to any person to the extent that the same is necessary
to comply with applicable law or advisable to further the purposes for which
the Trust is formed.

If, at any time when a request for transfer or redemption of shares
of any Portfolio is received by the Trust or its agent, the value of the shares
of such Portfolio in a shareholder's account is less than Five Hundred Dollars

- 16 -
<PAGE> 17
($500.00), after giving effect to such transfer or redemption, the Trust may
cause the remaining shares of such Portfolio in such shareholder's account to
be redeemed in accordance with such procedures set forth above.

INDEMNIFICATION

Section 3. Every person who is, or has been, a Trustee or officer of
the Trust shall be indemnified by the Trust to the fullest extent permitted by
the Delaware Business Trust Act, these by-laws and other applicable law.

SEAL

Section 4. The business seal shall have inscribed thereon the name of
the business trust, the year of its organization and the words "Business Seal,
Delaware". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.

ARTICLE VII

AMENDMENTS

Section 1. These by-laws may be altered or repealed at any regular
or special meeting of the Board of Trustees. These by-laws may also be altered
or repealed at any special meeting of the shareholders, but only if the Board
of Trustees resolves to put a proposed alteration or repealer to the vote of
the shareholders and notice of such alteration or repealer is contained in a
notice of the special meeting being held for such purpose.

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<PAGE> 1
EXHIBIT 2(b)

AMENDMENT TO THE BY-LAWS OF

AIM FUNDS GROUP
(A DELAWARE BUSINESS TRUST)

ADOPTED DECEMBER 2,1993

The By-Laws of AIM Funds Group are hereby amended by adding the
following new Article III and renumbering each Article thereafter accordingly:

ARTICLE III

OFFICERS

Section 1. Executive Officers. The initial executive officers of the
Trust shall be elected by the Board of Trustees as soon as practicable after
the organization of the Trust. The executive officers may include a Chairman
of the Board, and shall include a President, one or more Vice Presidents (the
number thereof to be determine by the Board of Trustees), a Secretary and a
Treasurer. The Chairman of the Board, if any, shall be selected from among the
trustees. The Board of Trustees may also in its discretion appoint Assistant
Vice Presidents, Assistant Secretaries, Assistant Treasurers, and other
officers, agents and employees, who shall have such authority and perform such
duties as the Board may determine. The Board of Trustees may fill any vacancy
which may occur in any office. Any two (2) offices, except those of President
and Vice President, may be held by the same person, but no officer shall
execute, acknowledge or verify any instrument on behalf of the Trust in more
than one (1) capacity, if such instrument is required by law or by these
By-Laws to be executed, acknowledged or verified by two (2) or more officers.

Section 2. Term of Office. Unless otherwise specifically determined
by the Board of Trustees, the officers shall serve at the pleasure of the Board
of Trustees. If the Board of Trustees in its judgment finds that the best
interests of the Trust will be served, the Board of Trustees may remove any
officer of the Trust at any time with or without cause.

-1-
<PAGE> 2
Section 3. President. The President shall be the chief executive
officer of the Trust and, subject to the Board of Trustees, shall generally
manage the business and affairs of the Trust. If there is no Chairman of the
Board, or if the Chairman of the Board has been appointed but is absent, the
President shall, if present, preside at all meetings of the shareholders and
the Board of Trustees.

Section 4. Chairman of the Board. The Chairman of the Board, if any,
shall preside at all meetings of the shareholders and the Board of Trustees, if
the Chairman of the Board is present. The Chairman of the Board shall have
such other powers and duties as shall be determined by the Board of Trustees,
and shall undertake such other assignments as may be requested by the
President.

Section 5. Other Officers. The Chairman of the Board or one or more
Vice Presidents shall have and exercise such powers and duties of the President
in the absence or inability to act of the President, as may be assigned to
them, respectively, by the Board of Trustees or, to the extent not so assigned,
by the President. In the absence or inability to act of the President, the
powers and duties of the President not otherwise assigned by the Board of
Trustees or the President shall devolve upon the Chairman of the Board, or in
the Chairman's absence, the Vice Presidents in the order of their election.

Section 6. Secretary. The Secretary shall have custody of the seal
of the Trust, and shall keep the minutes of the meetings of shareholders, Board
of Trustees and any committees thereof, and shall issue all notices of the
Trust. The Secretary shall have charge of the shareholder records and such
other books and papers as the Board may direct, and shall perform such other
duties as may be incidental to the office or which are assigned by the Board of
Trustees. The Secretary shall also keep or cause to be kept a shareholder
book, which may be maintained by means of computer systems, containing the
names, alphabetically arranged, of all persons who are shareholders of the
Trust, showing their places of residence, the number and class or series of any
class of shares of beneficial interest held by them, respectively, and the
dates when they became the record owners thereof, and such book shall be open
for inspection as prescribed by the laws of the State of Delaware.

-2-
<PAGE> 3
Section 7. Treasurer. The Treasurer shall have the care and custody
of the funds and securities of the Trust and shall deposit the same in the name
of the Trust in such bank or banks or other depositories, subject to withdrawal
in such manner as these By-Laws or the Board of Trustees may determine. The
Treasurer shall, if required by the Board of Trustees, give such bond for the
faithful discharge of duties in such form as the Board of Trustees may require.

-3-

<PAGE> 1
EXHIBIT 2(c)

SECOND AMENDMENT TO THE BYLAWS OF
AIM FUNDS GROUP
(A DELAWARE BUSINESS TRUST)

ADOPTED SEPTEMBER 28, 1994

RESOLVED, that Article IV, Section 1 of the Fund's By-Laws is hereby
amended by redesignating the fifth and sixth sentences of such Section
as the sixth and seventh sentences thereof and by adding thereto a new
sentence as the fifth sentence of such Section, which sentence shall
read in full as follows:

"A shareholder may authorize any person or entity to act as his proxy
through written, electronic, telephonic, computerized, facsimile,
telecommunication, telex or oral communication or by any other form of
communication."

<PAGE> 1
EXHIBIT 4(d)

NO. ------------- SHARES

AIM GLOBAL UTILITIES FUND - CLASS A SHARES
OF
AIM FUNDS GROUP
A DELAWARE BUSINESS TRUST

SEE REVERSE SIDE FOR
CERTAIN DEFINITIONS
THIS CERTIFIES THAT:

CUSIP 008879 85 0

is the holder of

FULLY-PAID AND NON-ASSESSABLE SHARES OF BENEFICIAL INTEREST (PAR VALUE
$.01 PER SHARE) of the above named Portfolio and Class of AIM FUNDS GROUP (the
"Trust"), transferable on the books of the Trust by the registered holder
hereof in person or by duly authorized attorney upon surrender of the
certificate properly endorsed.

This Certificate and the shares represented hereby are issued and shall be
held subject to the provisions of the Agreement and Declaration of Trust and
By-Laws of the Trust and all amendments thereof, copies of which are on file at
the office of the Trust, to all of which the holder, by acceptance hereof
assents.

This Certificate is not valid unless countersigned by the Transfer Agent.

IN WITNESS WHEREOF, the Trust has caused this Certificate to be signed
in its name by a Trustee and to be sealed with its Seal.

[DELAWARE BUSINESS TRUST SEAL]

Dated Countersigned:
AIM FUND SERVICES, INC.
Transfer Agent
(Houston, Texas)

/s/ Charles T. Bauer
Trustee

By
-------------------------
Authorized Signature

<PAGE> 2

The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM -as tenants in common
TEN ENT -as tenants by the entireties
JT TEN -as joint tenants with right of survivorship and not as
tenants in common

UNIF GIFT MIN ACT- ____________ Custodian ___________ under Uniform Gifts
(Cust) (Minor)

to Minors Act _______________________
(State)

Additional abbreviations may also be used though not in the above list.

For value received, ___________________________ hereby sell, assign and transfer

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

unto /____________________________________/ _________________________________

Please print or type name and address including zip code of assignee.
________________________________________________________________________________

________________________________________________________________________________

_________________________________________________________________________ shares
of common stock represented by the within certificate, and hereby irrevocably
constitute and appoint

______________________________________________________________________ attorney
to transfer the said shares on the books of the within mentioned Corporation
with full power of substitution in the premises.

Dated ______________________________________

__________________________________________________________________

Signature guaranteed:

_______________________________________________________________________

Acceptable guarantors include banks, brokers-dealers, credit unions,
national securities exchanges, savings associations and any other organization,
provided that such institution or organization qualifies as an "eligible
guarantor institution" as that term is defined in rules adopted by the
Securities and Exchange Commission, and further provided that such guarantor
institution is listed in one of the reference guides contained in the Transfer
Agent's current Signature Guarantee Standards and Procedures, such as certain
domestic banks, credit unions, securities dealers, or securities exchanges. The
Transfer Agent will also accept signatures with either: (1) a signature
guaranteed with a medallion stamp of the STAMP Program, or (2) a signature
guaranteed with a medallion stamp of the New York Stock Exchange Medallion
Signature Program, provided that in either event, the amount of the transaction
involved does not exceed the surety coverage amount indicated on the medallion.

The Corporation will furnish to any stockholder upon request and without
charge a full statement of the designations and any preferences, limitations as
to dividends, qualifications, terms and conditions of redemption of the stock
of each class which the Corporation is authorized to issue, differences in the
relative rights and preferences between the shares of each series to the extent
they have been set, and authority of the Board of Trustees to set the relative
rights and preferences of each series.

NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the certificate, in every particular, without
alteration or enlargement, or any change whatever.

<PAGE> 1
EXHIBIT 4(e)

NO. ------------- SHARES

AIM GLOBAL UTILITIES FUND - CLASS B SHARES
OF
AIM FUNDS GROUP
A DELAWARE BUSINESS TRUST

SEE REVERSE SIDE FOR
CERTAIN DEFINITIONS
THIS CERTIFIES THAT:

CUSIP 008879 76 9

is the holder of

This Certificate is not valid unless countersigned by the Transfer Agent.

IN WITNESS WHEREOF, the Trust has caused this Certificate to be signed in
its name by a Trustee and to be sealed with its Seal.

[DELAWARE BUSINESS TRUST SEAL]

Dated Countersigned:
AIM FUND SERVICES, INC.
Transfer Agent
(Houston, Texas)

/s/ Charles T. Bauer
Trustee

By
------------------------------
Authorized Signature

<PAGE> 2

UNIF GIFT MIN ACT- ____________ Custodian ___________ under Uniform Gifts
(Cust) (Minor)

to Minors Act _______________________
(State)

Additional abbreviations may also be used though not in the above list.

For value received, ___________________________ hereby sell, assign and transfer

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

unto /____________________________________/ _________________________________

Please print or type name and address including zip code of assignee.
________________________________________________________________________________

________________________________________________________________________________

_________________________________________________________________________ shares
of common stock represented by the within certificate, and hereby irrevocably
constitute and appoint

Dated ______________________________________

___________________________________________________________________

Signature guaranteed:

___________________________________________________________________

NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the certificate, in every particular, without
alteration or enlargement, or any change whatever.

<PAGE> 1
Exhibit 6(a)(5)

AMENDED AND RESTATED

MASTER DISTRIBUTION AGREEMENT

BETWEEN

AIM FUNDS GROUP

(CLASS B SHARES)

AND

A I M DISTRIBUTORS, INC.

THIS AGREEMENT made this 2nd day of May, 1995, by and between AIM
FUNDS GROUP, a Delaware business trust (the "Company"), with respect to each of
the Class B shares (the "Shares") of each series of shares of beneficial
interest set forth on Schedule A to this agreement (the "Portfolios"), and
A I M DISTRIBUTORS, INC., a Delaware corporation (the "Distributor").

W I T N E S S E T H:

In consideration of the mutual covenants herein contained and other
good and valuable consideration, the receipt whereof is hereby acknowledged,
the parties hereto agree as follows:

FIRST: The Company hereby appoints the Distributor as its exclusive
agent for the sale of the Shares to the public directly and through investment
dealers in the United States and throughout the world. If subsequent to the
termination of the Distributor's services to the Company pursuant to this
Agreement, the Company retains the services of another distributor, the
distribution agreement with such distributor shall contain provisions
comparable to Clauses FOURTH and SEVENTH hereof and Exhibit A hereto, and
without limiting the generality of the foregoing, will require such distributor
to maintain and make available to the Distributor records regarding sales,
redemptions and reinvestments of Shares necessary to implement the terms of
Clauses FOURTH, SEVENTH and EIGHTH hereof.

SECOND: The Company shall not sell any Shares except through the
Distributor and under the terms and conditions set forth in paragraph FOURTH
below. Notwithstanding the provisions of the foregoing sentence, however:

(A) the Company may issue Shares to any other investment company
or personal holding company, or to the shareholders thereof, in exchange for
all or a majority of the shares or assets of any such company;

(B) the Company may issue Shares at their net asset value in
connection with certain classes of transactions or to certain classes of
persons, in accordance with Rule 22d-1 under the Investment Company Act of
1940, as amended (the "1940 Act"), provided that any such class is specified in
the then current prospectus of the applicable Shares; and

1
<PAGE> 2

(C) the Company shall have the right to specify minimum amounts
for initial and subsequent orders for the purchase of Shares.

THIRD: The Distributor hereby accepts appointment as exclusive agent
for the sale of the Shares and agrees that it will use its best efforts to sell
such Shares; provided, however, that:

(A) the Distributor may, and when requested by the Company on
behalf of the Shares shall, suspend its efforts to effectuate such sales at any
time when, in the opinion of the Distributor or of the Company, no sales should
be made because of market or other economic considerations or abnormal
circumstances of any kind;

(B) the Company may withdraw the offering of the Shares (i) at any
time with the consent of the Distributor, or (ii) without such consent when so
required by the provisions of any statute or of any order, rule or regulation
of any governmental body having jurisdiction; and

FOURTH:

(A) The public offering price of the Shares shall be the net asset
value per share of the applicable Shares. Net asset value per share shall be
determined in accordance with the provisions of the then current prospectus and
statement of additional information of the applicable Portfolio. The
Distributor may establish a schedule of contingent deferred sales charges to be
imposed at the time of redemption of the Shares, and such schedule shall be
disclosed in the current prospectus of each Portfolio. Such schedule of
contingent deferred sales charges may reflect variations in or waivers of such
charges on redemptions of Shares, either generally to the public or to any
specified class of shareholders and/or in connection with any specified class
of transactions, in accordance with applicable rules and regulations and
exemptive relief granted by the Securities and Exchange Commission, and as set
forth in the Portfolios' current prospectus(es). The Distributor and the
Company shall apply any then applicable scheduled variation in or waiver of
contingent deferred sales charges uniformly to all shareholders and/or all
transactions belonging to a specified class.

(B) The Distributor may pay to investment dealers and other
financial institutions through whom Shares are sold, such sales commission as
the Distributor may specify from time to time. Payment of any such sales
commissions shall be the sole obligation of the Distributor.

(C) No provision of this Agreement shall be deemed to prohibit any
payments by the Company to the Distributor or by the Company or the Distributor
to investment dealers, financial institutions and 401(k) plan service providers
through whom the Shares are sold where such payments are made under a
distribution plan adopted by the Company pursuant to Rule 12b-1 under the 1940
Act.

(D) The Company shall redeem the Shares from shareholders in
accordance with the terms set forth from time to time in the current prospectus
and statement of additional information of each Portfolio. The price to be
paid to a shareholder to redeem the Shares shall be equal to the net asset
value of the Shares being redeemed ("gross redemption proceeds"), less any
applicable contingent deferred sales charge, calculated pursuant to the then
applicable schedule of contingent deferred sales charges ("net redemption
proceeds"). The Distributor shall be

2
<PAGE> 3

entitled to receive the amount of the contingent deferred sales charge that has
been subtracted from gross redemption proceeds (the "CDSC"), provided that the
Shares being redeemed were (i) issued by a Portfolio during the term of this
Agreement and any predecessor Agreement between the Company and the Distributor
or (ii) issued by a Portfolio during or after the term of this Agreement or any
predecessor Agreement between the Company and the Distributor in one or a
series of free exchanges of Shares for class B shares of another portfolio,
which can be traced to Shares or class B shares of another portfolio initially
issued by a Portfolio or such other portfolio during the term of this
Agreement, any predecessor Agreement or any other distribution agreement with
the Distributor with respect to such other portfolio (the "Distributor's Earned
CDSC"). The Company shall pay or cause the Company's transfer agent to pay the
Distributor's Earned CDSC to the Distributor on the date net redemption
proceeds are payable to the redeeming shareholder.

(E) The Distributor shall maintain adequate books and records to
identify Shares (i) issued by a Portfolio during the term of this Agreement and
any predecessor Agreement between the Company and the Distributor or (ii)
issued by a Portfolio during or after the term of this Agreement or any
predecessor Agreement between the Company and the Distributor in one or a
series of free exchanges of Shares for class B shares of another portfolio,
which can be traced to Shares or class B shares of another portfolio initially
issued by a Portfolio or such other portfolio during the term of this
Agreement, any predecessor Agreement or any other distribution agreement with
the Distributor with respect to such other portfolio and shall calculate the
Distributor's Earned CDSC, if any, with respect to such Shares, upon their
redemption. The Company shall be entitled to rely on Distributor's books,
records and calculations with respect to Distributor's Earned CDSC.

FIFTH: The Distributor shall act as an agent of the Company in
connection with the sale and redemption of Shares. Except with respect to such
sales and redemptions, the Distributor shall act as principal in all matters
relating to the promotion of the sale of Shares and shall enter into all of its
own engagements, agreements and contracts as principal on its own account. The
Distributor shall enter into Selected Dealer Agreements with investment dealers
and financial institutions selected by the Distributor, authorizing such
investment dealers and financial institutions to offer and sell the Shares to
the public upon the terms and conditions set forth therein, which shall not be
inconsistent with the provisions of this Agreement. Each Selected Dealer
Agreement shall provide that the investment dealer or financial institution
shall act as a principal, and not as an agent, of the Company.

SIXTH: The Shares shall bear:

(A) the expenses of qualification of Shares for sale in connection
with such public offerings in such states as shall be selected by the
Distributor, and of continuing the qualification therein until the Distributor
notifies the Company that it does not wish such qualification continued; and

(B) all legal expenses in connection with the foregoing.

3
<PAGE> 4

SEVENTH:

(A) The Distributor shall bear the expenses of printing from the
final proof and distributing the prospectuses and statements of additional
information for the Shares (including supplements thereto) relating to public
offerings made by the Company pursuant to such prospectuses (which shall not
include those prospectuses and statements of additional information, and
supplements thereto, to be distributed to existing shareholders of the Shares),
and any other promotional or sales literature used by the Distributor or
furnished by the Distributor to dealers in connection with such public
offerings, and expenses of advertising in connection with such public
offerings.

(B) Subject to the limitations, if any, of applicable law
including the NASD Rules of Fair Practice regarding asset-based sales charges,
the Company shall pay to the Distributor as a reimbursement for all or a
portion of such expenses, or as reasonable compensation for distribution of the
Shares, an asset-based sales charge in an amount equal to 0.75% per annum of
the average daily net asset value of the Shares of each Portfolio from time to
time (the "Distributor's 12b-1 Share"), such sales charge to be payable
pursuant to the distribution plan adopted pursuant to Rule 12b-1 under the 1940
Act (the "Plan"). The Distributor's 12b-1 Share shall be a percentage, which
shall be recomputed periodically (but not less than monthly) in accordance with
Exhibit A to this Agreement. The Distributor's 12b-1 Share shall accrue daily
and be paid to the Distributor as soon as practicable after the end of each
calendar month within which it accrues but in any event within 10 business days
after the end of each such calendar month (unless the Distributor shall specify
a later date in written instructions to the Company) provided, however, that
any notices and calculation required by Section EIGHTH: (B) and (C) have been
received by the Company.

(C) The Distributor shall maintain adequate books and records to
permit calculations periodically (but not less than monthly) of, and shall
calculate on a monthly basis, the Distributor's 12b-1 Share to be paid to the
Distributor. The Company shall be entitled to rely on Distributor's books,
records and calculations relating to Distributor's 12b-1 Share.

EIGHTH:

(A) The Distributor may, from time to time, assign, transfer or
pledge ("Transfer") to one or more designees (each an "Assignee"), its rights
to all or a designated portion of (i) the Distributor's 12b-1 Share (but not
the Distributor's duties and obligations pursuant hereto or pursuant to the
Plan), and (ii) the Distributor's Earned CDSC, free and clear of any offsets or
claims the Company may have against the Distributor. Each such Assignee's
ownership interest in a Transfer of a designated portion of a Distributor's
12b-1 Share and a Distributor's Earned CDSC is hereinafter referred to as an
"Assignee's 12b-1 Portion" and an "Assignee's CDSC Portion," respectively. A
Transfer pursuant to this Section EIGHTH: (A) shall not reduce or extinguish
any claim of the Company against the Distributor.

(B) The Distributor shall promptly notify the Company in writing
of each Transfer pursuant to Section EIGHTH: (A) by providing the Company with
the name and address of each such Assignee.

(C) The Distributor may direct the Company to pay directly to an
Assignee such Assignee's 12b-1 Portion and Assignee's CDSC Portion. In such
event, Distributor shall provide

4
<PAGE> 5

the Company with a monthly calculation of (i) the Distributor's Earned CDSC and
Distributor's 12b-1 Share and (ii) each Assignee's 12b-1 Portion and Assignee's
CDSC Portion, if any, for such month (the "Monthly Calculation"). The Monthly
Calculation shall be provided to the Company by the Distributor promptly after
the close of each month or such other time as agreed to by the Company and the
Distributor which allows timely payment of the Distributor's 12b-1 Share and
Distributor's Earned CDSC and/or the Assignee's 12b-1 Portion and Assignee's
CDSC Portion. The Company shall not be liable for any interest on such
payments occasioned by delayed delivery of the Monthly Calculation by the
Distributor. In such event following receipt from the Distributor of (i)
notice of Transfer referred to in Section EIGHTH: (B) and (ii) each Monthly
Calculation, the Company shall make all payments directly to the Assignee or
Assignees in accordance with the information provided in such notice and
Monthly Calculation, on the same terms and conditions as if such payments were
to be paid directly to the Distributor. The Company shall be entitled to rely
on Distributor's notices, and Monthly Calculations in respect of amounts to be
paid pursuant to this Section EIGHTH: (B).

(D) Alternatively, in connection with a Transfer the Distributor
may direct the Company to pay all of such Distributor's 12b-1 Share and
Distributor's Earned CDSC from time to time to a depository or collection agent
designated by any Assignee, which depository or collection agent may be
delegated the duty of dividing such Distributor's 12b-1 Share and Distributor's
Earned CDSC between the Assignee's 12b-1 Portion and Assignee's CDSC Portion
and the balance of the Distributor's 12b-1 Share (such balance, when
distributed to the Distributor by the depository or collection agent, the
"Distributor's 12b-1 Portion") and of the Distributor's Earned CDSC (such
balance, when distributed to the Distributor by the depository or collection
agent, the "Distributor's Earned CDSC Portion"), in which case only the
Distributor's 12b-1 Portion and Distributor's Earned CDSC Portion may be
subject to offsets or claims the Company may have against the Distributor.

(E) The Company shall not amend the Plan to reduce the amount payable
to the Distributor or any Assignee under Section SEVENTH: (B) hereof with
respect to the Shares for any Shares which have been issued prior to the date
of such amendment.

NINTH: The Distributor will accept orders for the purchase of Shares
only to the extent of purchase orders actually received and not in excess of
such orders, and it will not avail itself of any opportunity of making a profit
by expediting or withholding orders.

TENTH:

(A) Pursuant to the Plan and this Agreement, the Distributor shall
enter into Shareholder Service Agreements with investment dealers, financial
institutions and certain 401(K) plan service providers (collectively "Service
Providers") selected by the Distributor for the provision of certain continuing
personal services to customers of such Service Providers who have purchased
Shares. Such agreements shall authorize Service Providers to offer and sell
the Shares to the public upon the terms and conditions set forth therein, which
shall not be inconsistent with the provisions of this Agreement. Each
Shareholder Service Agreement shall provide that the Service Provider shall act
as principal, and not as an agent of the Company.

(B) Shareholder Service Agreements may provide that the Service
Providers may receive a service fee in the amount of .25% of the average daily
net assets of the Shares held by customers of such Service Providers provided
that such Service Providers furnish continuing

5
<PAGE> 6

personal shareholder services to their customers in respect of such Shares.
The continuing personal services to be rendered by Service Providers under the
Shareholder Service Agreements may include, but shall not be limited to, some
or all of the following: distributing sales literature; answering routine
customer inquiries concerning the Company; assisting customers in changing
dividend elections, options, account designations and addresses, and in
enrolling in any of several special investment plans offered in connection with
the purchase of Shares; assisting in the establishment and maintenance of or
establishing and maintaining customer accounts and records and the processing
of purchase and redemption transactions; performing subaccounting; investing
dividends and any capital gains distributions automatically in the Company's
shares; providing periodic statements showing a customer's account balance and
the integration of such statements with those of other transactions and
balances in the customer's account serviced by the Service Provider; forwarding
applicable prospectus, proxy statements, reports and notices to customers who
hold Shares and providing such other information and services as the Company or
the customers may reasonably request.

(C) The Distributor may advance service fees payable to Service
Providers pursuant to the Plan or any other distribution plan adopted by the
Company with respect to Shares of one or more of the Portfolios pursuant to
Rule 12b-1 under the 1940 Act; and thereafter the Distributor may be reimbursed
for such advances through retention of service fee payments during the period
for which the service fees were advanced.

ELEVENTH: The Company and the Distributor shall each comply with all
applicable provisions of the 1940 Act, the Securities Act of 1933, as amended,
and of all other federal and state laws, rules and regulations governing the
issuance and sale of the Shares.

TWELFTH:

(A) In the absence of willful misfeasance, bad faith, gross
negligence or reckless disregard of obligations or duties hereunder on the part
of the Distributor, the Company shall indemnify the Distributor against any and
all claims, demands, liabilities and expenses which the Distributor may incur
under the Securities Act of 1933, or common law or otherwise, arising out of or
based upon any alleged untrue statement of a material fact contained in any
registration statement or prospectus of the Shares, or any omission to state a
material fact therein, the omission of which makes any statement contained
therein misleading, unless such statement or omission was made in reliance
upon, and in conformity with, information furnished to the Company in
connection therewith by or on behalf of the Distributor. The Distributor shall
indemnify the Company and the Shares against any and all claims, demands,
liabilities and expenses which the Company or the Shares may incur arising out
of or based upon (i) any act or deed of the Distributor or its sales
representatives which has not been authorized by the Company in its prospectus
or in this Agreement and (ii) the Company's reliance on the Distributor's
books, records, calculations and notices in Sections FOURTH: (E), SEVENTH: (C),
EIGHTH: (B), EIGHTH: (C) and EIGHTH: (D).

(B) The Distributor shall indemnify the Company and the Shares
against any and all claims, demands, liabilities and expenses which the Company
or the Shares may incur under the Securities Act of 1933, as amended, or common
law or otherwise, arising out of or based upon any alleged untrue statement of
a material fact contained in any registration statement or prospectus of the
Shares, or any omission to state a material fact therein if such statement or

6
<PAGE> 7

omission was made in reliance upon, and in conformity with, information
furnished to the Company in connection therewith by or on behalf of the
Distributor.

(C) Notwithstanding any other provision of this Agreement, the
Distributor shall not be liable for any errors of the transfer agent(s) of the
Shares, or for any failure of any such transfer agent to perform its duties.

THIRTEENTH: Nothing herein contained shall require the Company to
take any action contrary to any provision of its Agreement and Declaration of
Trust, as amended, or to any applicable statute or regulation.

FOURTEENTH: This Agreement shall become effective with respect to the
Shares of each Portfolio upon its approval by the Board of Trustees of the
Company and by vote of a majority of the Company's trustees who are not
interested parties to this Agreement or "interested persons" (as defined in
Section 2(a)(19) of the 1940 Act) of any party to this Agreement cast in person
at a meeting called for such purpose, shall continue in force and effect until
June 30, 1995, and from year to year thereafter, provided, that such
continuance is specifically approved with respect to the Shares of each
Portfolio at least annually (a)(i) by the Board of Trustees of the Company or
(ii) by the vote of a majority of the outstanding Shares of such class of such
Portfolio, and (b) by vote of a majority of the Company's trustees who are not
parties to this Agreement or "interested persons" (as defined in Section
2(a)(19) of the 1940 Act) of any party to this Agreement cast in person at a
meeting called for such purpose.

FIFTEENTH:

(A) This Agreement may be terminated with respect to the Shares of
any Portfolio, at any time, without the payment of any penalty, by vote of the
Board of Trustees of the Company or by vote of a majority of the outstanding
Shares of such Portfolio, or by the Distributor, on sixty (60) days' written
notice to the other party; and

(B) This Agreement shall also automatically terminate in the event
of its assignment, the term "assignment" having the meaning set forth in
Section 2(a)(4) of the 1940 Act; provided, that, subject to the provisions of
the following sentence, if this Agreement is terminated for any reason, the
obligations of the Company and the Distributor pursuant to Sections FOURTH:
(D), FOURTH: (E), SEVENTH: (B), SEVENTH: (C), EIGHTH: (A) through (E) and
TWELFTH: (A) of this Agreement will continue and survive any such termination.
Notwithstanding the foregoing, upon Complete Termination of the Plan (as such
term is defined in Section 8 of the Plan in effect at the date of this
Agreement), the obligations of the Company pursuant to the terms of Sections
SEVENTH: (B), EIGHTH: (A), EIGHTH: (C), EIGHTH: (D) and EIGHTH: (E) (with
respect to payments of Distributor's 12b-1 Share and Assignee's 12b-1 Portion)
of this Agreement shall terminate. A termination of the Plan with respect to
any or all Shares of any or all Portfolios shall not affect the obligations of
the Company pursuant to Sections FOURTH: (D), EIGHTH: (A), EIGHTH: (C), EIGHTH:
(D) and EIGHTH: (E) (with respect to payments of Distributor's Earned CDSC or
Assignee's CDSC Portion) hereof or of the obligations of the Distributor
pursuant to Section FOURTH: (E) or EIGHTH: (B) hereof.

(C) The Transfer of the Distributor's rights to Distributor's
12b-1 Share or Distributor's Earned CDSC shall not cause a termination of this
Agreement or be deemed to be an assignment for purposes of Section FIFTEENTH:
(B) above.

7
<PAGE> 8

SIXTEENTH: Any notice under this Agreement shall be in writing,
addressed and delivered, or mailed postage prepaid, to the other party at such
address as the other party may designate for the receipt of notices. Until
further notice to the other party, the addresses of both the Company and the
Distributor shall be 11 Greenway Plaza, Suite 1919, Houston, Texas 77046-1173.

SEVENTEENTH: Notice is hereby given that, as provided by applicable
law, the obligations of or arising out of this Agreement are not binding upon
any of the shareholders of the Company or any Portfolio individually, but are
binding only upon the assets and property of the Company or such Portfolio and
that the shareholders shall be entitled, to the fullest extent permitted by
applicable law, to the same limitation on personal liability as stockholders of
private corporations for profit.

EIGHTEENTH: This Agreement shall be deemed to be a contract made in
the State of Delaware and governed by, construed in accordance with and
enforced pursuant to the internal laws of the State of Delaware without
reference to its conflicts of laws rules.

IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed in duplicate on the day and year first above written.

AIM FUNDS GROUP

By: /s/ Charles T. Bauer
------------------------
Charles T. Bauer
Chairman

Attest:

/s/ P. Michelle Grace
- ---------------------------------
Assistant Secretary

A I M DISTRIBUTORS, INC.

By: /s/ Robert H. Graham
------------------------
Robert H. Graham
Executive Vice President

Attest:

/s/ Stephen I. Winer
- ---------------------------------
Assistant Secretary

8
<PAGE> 9

SCHEDULE A

CLASS B SHARES

AIM Balanced Fund
AIM Government Securities Fund
AIM Growth Fund
AIM High Yield Fund
AIM Income Fund
AIM Money Market Fund
AIM Municipal Bond Fund
AIM Utilities Fund
AIM Value Fund

9
<PAGE> 10

EXHIBIT A

The Distributor's 12b-1 Share in respect of each Portfolio
shall be 100 percent until such time as the Distributor shall cease to serve as
exclusive distributor of the Shares of such Portfolio and thereafter shall be a
percentage, recomputed first on the date of any termination of the
Distributor's services as exclusive distributor of Shares of any Portfolio and
thereafter periodically (but not less than monthly), representing the
percentage of Shares of such Portfolio outstanding on each such computation
date allocated to the Distributor in accordance with the following rules:

1. DEFINITIONS. For purposes of this Exhibit A defined
terms used herein shall have the meaning assigned to such terms in the
Distribution Agreement and the following terms shall have the following
meanings:

"Commission Shares" shall mean shares of the
Portfolio or another portfolio the redemption of which would, in the absence of
the application of some standard waiver provision, give rise to the payment of
a CDSC and shall include Commission Shares which due to the expiration of the
CDSC period no longer bear a CDSC.

"Distributor" shall mean the Distributor.

"Other Distributor" shall mean each person appointed
as the exclusive distributor for the Shares of the Portfolio after the
Distributor ceases to serve in that capacity.

2. ALLOCATION RULES. In determining the Distributor's
12b-1 Share in respect of a particular Portfolio:

(a) There shall be allocated to the Distributor
and each Other Distributor all Commission Shares of such Portfolio which were
sold while such Distributor or such Other Distributor, as the case may be, was
the exclusive distributor for the Shares of the Portfolio, determined in
accordance with the transfer records maintained for such Portfolio.

(b) Reinvested Shares: On the date that any
Shares are issued by a Portfolio as a result of the reinvestment of dividends
or other distributions, whether ordinary income, capital gains or
exempt-interest dividend or distributions ("Reinvested Shares"), Reinvested
Shares shall be allocated to the Distributor and each Other Distributor in a
number obtained by multiplying the total number of Reinvested Shares issued on
such date by a fraction, the numerator of which is the total number of all
Shares outstanding in such Fund as of the opening of business on such date and
allocated to the Distributor or Other Distributor as of such

A-1
<PAGE> 11

date of determination pursuant to these allocation procedures and the
denominator is the total number of Shares outstanding as of the opening of
business on such date.

(c) Exchange Shares: There shall be allocated to
the Distributor and each Other Distributor, as the case may be, all Commission
Shares of such Portfolio which were issued during or after the period referred
to in (a) as a consequence of one or more free exchanges of Commission Shares
of the Portfolio or of another portfolio (other than Free Appreciation Shares)
(the "Exchange Shares"), which in accordance with the transfer records
maintained for such Portfolio can be traced to Commission Shares of the
Portfolio or another portfolio initially issued by the Company or such other
portfolio during the time the Distributor or such Other Distributor, as the
case may be, was the exclusive distributor for the Shares of the Portfolio or
such other portfolio.

(d) Free Appreciation Shares: Shares (other than
Exchange Shares) that were acquired by the holders of such Shares in a free
exchange of Shares of any other Portfolio, which represent the appreciated
value of the Shares of the exiting portfolio over the initial purchase price
paid for the Shares being redeemed and exchanged and for which the original
purchase date and the original purchase price are not identified on an on-going
basis, shall be allocated to the Distributor and each Other Distributor ("Free
Appreciation Shares") daily in a number obtained by multiplying the total
number of Free Appreciation Shares issued by the exiting portfolio on such date
by a fraction, the numerator of which is the total number of all Shares
outstanding as of the opening of business on such date allocated to the
Distributor or such Other Distributor as of such date of determination pursuant
to these allocation procedures and the denominator is the total number of
Shares outstanding as of the opening of business on such date.

(e) Redeemed Shares: Shares (other than
Reinvested Shares and Free Appreciation Shares) that are redeemed will be
allocated to the Distributor and each Other Distributor to the extent such
Share was previously allocated to the Distributor or such Other Distributor in
accordance with the rules set forth in 2(a) or (c) above. Reinvested Shares
and Free Appreciation Shares that are redeemed will be allocated to the
Distributor and each Other Distributor daily in an amount equal to the number
of Free Appreciation Shares and Reinvested Shares of such Portfolio being
redeemed on such date, which amount is obtained by multiplying the total number
of Free Appreciation Shares and Reinvested Shares being redeemed by such
Portfolio on such date by a fraction, the numerator of which is the total
number of all Free Appreciation Shares and Reinvested Shares of such Portfolio
outstanding as of the opening of business on such date and the denominator is
the total number of Free Appreciation Shares and Reinvested Shares of such
Portfolio outstanding as of the opening of business on such date.

A-2

<PAGE> 1
EXHIBIT 8(c)

CUSTODY AGREEMENT

Agreement made as of this 19th day of October 1995, between AIM FUNDS
GROUP, a business trust organized and existing under the laws of Delaware,
having its principal office and place of business at 11 Greenway Plaza, Suite
1919, Houston, Texas 77046 (hereinafter called the "Fund"), and THE BANK OF NEW
YORK, a New York corporation authorized to do a banking business, having its
principal office and place of business at 48 Wall Street, New York, New York
10015 (hereinafter called the "Custodian").

W I T N E S S E T H:

that for and in consideration of the mutual promises hereinafter set forth the
Fund and the Custodian agree as follows:

ARTICLE I

DEFINITIONS

Whenever used in this Agreement, the following words and phrases,
unless the context otherwise requires, shall have the following meanings:

1. "Authorized Person" shall be deemed to include any person,
whether or not such person is an Officer or employee of the Fund, duly
authorized by the Board of Trustees of the Fund to give Oral Instructions and
Written Instructions on behalf of the Fund and listed in the Certificate
annexed hereto as Appendix A or such other Certificate as may be received by
the Custodian from time to time.

2. "Book-Entry System" shall mean the Federal Reserve/Treasury
book-entry system for United States and federal agency securities, its
successor or successors and its nominee or nominees.

3. "Call Option" shall mean an exchange traded option with
respect to Securities other than Stock Index Options, Futures Contracts, and
Futures Contract Options entitling the holder, upon timely exercise and payment
of the exercise price, as specified therein, to purchase from the writer
thereof the specified underlying Securities.

4. "Certificate" shall mean any notice, instruction, or other
instrument in writing, authorized or required by this Agreement to be given to
the Custodian which is actually received by the Custodian and signed on behalf
of the Fund by any two Officers, and the term Certificate shall also include
instructions by the Fund to the Custodian communicated by a Terminal Link.

5. "Certificate" shall mean any notice, instruction, or any other
instrument in writing, authorized or required by this Agreement to be given to
the Custodian which is actually received by the Custodian and signed on behalf
of the Fund by any two Officers, and the term Certificate shall also include
instructions by the Fund to the Custodian communicated by a Terminal Link.

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<PAGE> 2
6. "Collateral Account" shall mean a segregated account so
denominated which is specifically allocated to a Series and pledged to the
Custodian as security for, and in consideration of, the Custodian's issuance of
(a) any Put Option guarantee letter or similar document described in paragraph
8 of Article V herein, or (b) any receipt described in Article V or VIII
herein.

7. "Covered Call Option" shall mean an exchange traded option
entitling the holder, upon timely exercise and payment of the exercise price,
as specified therein, to purchase from the writer thereof the specified
underlying Securities (excluding Futures Contracts) which are owned by the
writer thereof and subject to appropriate restrictions.

8. "Depository" shall mean The Depository Trust-Company ("DTC"),
a clearing agency registered with the Securities and Exchange Commission, its
successor or successors and its nominee or nominees. The term "Depository"
shall further mean and include any other person authorized to act as a
depository under the Investment Company Act of 1940, its successor or
successors and its nominee or nominees, specifically identified in a certified
copy of a resolution of the Fund's Board of Trustees specifically approving
deposits therein by the Custodian.

9. "Financial Futures Contract" shall mean the firm commitment to
buy or sell fixed income securities including, without limitation, U.S.
Treasury Bills, U.S. Treasury Notes, U.S. Treasury Bonds, domestic bank
certificates of deposit, and Eurodollar certificates of deposit, during a
specified month at an agreed upon price.

10. "Futures Contract" shall mean a Financial Futures Contract
and/or Stock Index Futures Contracts.

11. "Futures Contract Option" shall mean an option with respect to
a Futures Contract.

12. "Margin Account" shall mean a segregated account in the name
of a broker, dealer, futures commission merchant, or a Clearing Member, or in
the name of the Fund for the benefit of a broker, dealer, futures commission
merchant, or Clearing Member, or otherwise, in accordance with an agreement
between the Fund, the Custodian and a broker, dealer, futures commission
merchant or a Clearing Member (a "Margin Account Agreement"), separate and
distinct from the custody account, in which certain Securities and/or money of
the Fund shall be deposited and withdrawn from time to time in connection with
such transactions as the Fund may from time to time determine. Securities held
in the Book-Entry System or the Depository shall be deemed to have been
deposited in, or withdrawn from, a Margin Account upon the Custodian's
effecting an appropriate entry in its books and records.

13. "Money Market Security" shall be deemed to include, without
limitation, certain Reverse Repurchase Agreements, debt obligations issued or
guaranteed as to interest and principal by the government of the United States
or agencies or instrumentalities thereof, any tax, bond or revenue anticipation
note issued by any state or municipal government or public authority,
commercial paper, certificates of deposit and bankers' acceptances, repurchase
agreements with respect to the same and bank time deposits, where the purchase
and sale of such securities normally requires settlement in federal funds on
the same day as such purchase or sale.

14. "O.C.C." shall mean the Options Clearing Corporation, a
clearing agency registered under Section 17A of the Securities Exchange Act of
1934, its successor or successors, and its nominee or nominees.

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<PAGE> 3
15. "Officer" shall be deemed to include the President, any Vice
President, the Secretary, the Treasurer, the Controller, any Assistant
Secretary, any Assistant Treasurer, and any other person or persons, whether or
not any such other person is an officer of the Fund, duly authorized by the
Board of Trustees of the Fund to execute any Certificate, instruction, notice
or other instrument on behalf of the Fund and listed in the Certificate annexed
hereto as Appendix B or such other Certificate annexed hereto as Appendix B or
such other Certificate as may be received by the Custodian from time to time.

16. "Option" shall mean a Call Option, Covered Call Option, Stock
Index Option and/or a Put Option.

17. "Oral Instructions" shall mean verbal instructions actually
received by the Custodian from an Authorized Person or from a person reasonably
believed by the Custodian to be an Authorized Person.

18. "Put Option" shall mean an exchange traded option with respect
to Securities other than Stock Index Options, Futures Contracts, and Futures
Contract Options entitling the holder, upon timely exercise and tender of the
specified underlying Securities, to sell such Securities to the writer thereof
for the exercise price.

19. "Reverse Repurchase Agreement" shall mean an agreement
pursuant to which the Fund sells Securities and agrees to repurchase such
Securities at a described or specified date and price.

20. "Security" shall be deemed to include, without limitation,
Money Market Securities, Call Options, Put Options, Stock Index Options, Stock
Index Futures Contracts, Stock Index Futures Contract Options, Financial
Futures Contracts, Financial Futures Contract Options, Reverse Repurchase
Agreements, common stocks and other securities having characteristics similar
to common stocks, preferred stocks, debt obligations issued by state or
municipal governments and by public authorities, (including, without
limitation, general obligation bonds, revenue bonds and industrial bonds and
industrial development bonds), bonds, debentures, notes, mortgages or other
obligations, and any certificates, receipts, warrants or other instruments
representing rights to receive, purchase, sell or subscribe for the same, or
evidencing or representing any other rights or interest therein, or any
property or assets.

21. "Senior Security Account" shall mean an account maintained and
specifically allocated to a Series under the terms of this Agreement as a
segregated account, by recordation or otherwise, within the custody account in
which certain Securities and/or other assets of the Fund specifically allocated
to such Series shall be deposited and withdrawn from time to time in accordance
with Certificates received by the Custodian in connection with such
transactions as the Fund may from time to time determine.

22. "Series" shall mean the various portfolios, if any, of the
Fund as described from time to time in the current and effective prospectus for
the Fund.

23. "Shares" shall mean the shares of beneficial interest of the
Fund, each of which is in the case of a Fund having Series allocated to a
particular Series.

24. "Stock Index Futures Contract" shall mean a bilateral
agreement pursuant to which the parties agree to take or make delivery of an
amount of cash equal to a specified dollar amount

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<PAGE> 4
times the difference between the value of a particular stock index at the close
of the last business day of the contract and the price at which the futures
contract is originally struck.

25. "Stock Index Option" shall mean an exchange traded option
entitling the holder, upon timely exercise, to receive an amount of cash
determined by reference to the difference between the exercise price and the
value of the index on the date of exercise.

26. "Terminal Link" shall mean an electronic data transmission
link between the Fund and the Custodian requiring in connection with each use
of the Terminal Link by or on behalf of the Fund use of an authorization code
provided by the Custodian and at least two access codes established by the
Fund.

27. "Written Instructions" shall mean written communications
actually received by the Custodian from an Authorized Person or from a person
reasonably believed by the Custodian to be an Authorized Person by telex or any
other such system whereby the receiver of such communications is able to verify
by codes or otherwise with a reasonable degree of certainty the identity of the
sender of such communication.

ARTICLE II

APPOINTMENT OF CUSTODIAN

1. The Fund hereby constitutes and appoints the Custodian as
custodian of the Securities and moneys at any time owned by the AIM Municipal
Bond Fund portfolio of the Fund during the period of this Agreement.

2. The Custodian hereby accepts appointment as such custodian and
agrees to perform the duties thereof as hereinafter set forth.

ARTICLE III

CUSTODY OF CASH AND SECURITIES

1. Except as otherwise provided in paragraph 7 of this Article
and in Article VIII, the Fund will deliver or cause to be delivered to the
Custodian all Securities and all moneys owned by it, at any time during the
period of this Agreement, and shall specify with respect to such Securities and
money the Series to which the same are specifically allocated. The Custodian
shall segregate, keep and maintain the assets of the Series separate and apart.
The Custodian will not be responsible for any Securities and moneys not
actually received by it. The Custodian will be entitled to reverse any credits
made on the Fund's behalf where such credits have been previously made and
moneys are not finally collected. The Fund shall deliver to the Custodian a
certified resolution of the Board of Trustees of the Fund, substantially in the
form of Exhibit A hereto, approving, authorizing and instructing the Custodian
on a continuous and on-going basis to deposit in the Book-Entry System all
Securities eligible for deposit therein, regardless of the Series to which the
same are specifically allocated and to utilize the Book-Entry System to the
extent possible in connection with its performance hereunder, including,
without limitation, in connection with settlements of purchases and sales of
Securities, loans of Securities, and deliveries and returns of Securities
collateral. Prior to a deposit of Securities specifically allocated to a
Series in the

4
<PAGE> 5
Depository, the Fund shall deliver to the Custodian a certified resolution of
the Board of Trustees of the Fund, substantially in the form of Exhibit B
hereto, approving authorizing and instructing the Custodian on a continuous and
ongoing basis until instructed to the contrary by a Certificate actually
received by the Custodian to deposit in the Depository all Securities
specifically allocated to such Series eligible for deposit therein, and to
utilize the Depository to the extent possible with respect to such Securities
in connection with its performance hereunder, including, without limitation, in
connection with settlements of purchases and sales of Securities, loans of
Securities, and deliveries and returns of Securities collateral. Securities
and moneys deposited in either the Book-Entry System or the Depository will be
represented in accounts which include only assets held by the Custodian for
customers, including, but not limited to, accounts in which the Custodian acts
in a fiduciary or representative capacity and will be specifically allocated on
the Custodian's books to the separate account for the applicable Series. Prior
to the Custodian's accepting, utilizing and acting with respect to Clearing
Member confirmations for Options and transactions in Options for a Series as
provided in this Agreement, the Custodian shall have received a certified
resolution of the Fund's Board of Trustees, substantially in the form of
Exhibit C hereto, approving, authorizing and instructing the Custodian on a
continuous and on-going basis, until instructed to the contrary by a
Certificate actually received by the Custodian, to accept, utilize and act in
accordance with such confirmations as provided in this Agreement with respect
to such Series.

2. The Custodian shall establish and maintain separate accounts,
in the name of each Series, and shall credit to the separate account for each
Series all moneys received by it for the account of the Fund with respect to
such Series. Money credited to a separate account for a Series shall be
disbursed by the Custodian only:

(a) As hereinafter provided;

(b) Pursuant to Certificates setting forth the name and
address of the person to whom the payment is to be made, the Series account
from which payment is to be made, and the purpose for which payment is to be
made; or

(c) In payment of the fees and in reimbursement of the
expenses and liabilities of the Custodian attributable to such Series.

3. Promptly after the close of business on each day the Custodian
shall furnish the Fund with confirmations and a summary, on a per Series basis,
of all transfers to or from the account of the Fund for a Series, either
hereunder or with any co-custodian or sub-custodian appointed in accordance
with this Agreement during said day. Where Securities are transferred to the
account of the Fund for a Series, the Custodian shall also by book-entry or
otherwise identify as belonging to such Series a quantity of Securities in a
fungible bulk of Securities registered in the name of the Custodian (or its
nominee) or shown on the Custodian's account on the books of the Book-Entry
System or the Depository. At least monthly and from time to time, the
Custodian shall furnish the Fund with a detailed statement, on a per Series
basis, of the Securities and moneys held by the Custodian for the Fund.

4. Except as otherwise provided in paragraph 7 of this Article
and in Article VIII, all Securities held by the Custodian hereunder, which are
issued or issuable only in bearer form, except such Securities as are held in
the Book-Entry System, shall be held by the Custodian in that form; all other
Securities held hereunder may be registered in the name of the Fund, in the
name of any duly appointed registered nominee of the Custodian as the Custodian
may from time to time determine, or in the name of the Book-Entry System or the
Depository or their successor or succes-

5
<PAGE> 6
sors, or their nominee or nominees. The Fund agrees to furnish to the
Custodian appropriate instruments to enable the Custodian to hold or deliver in
proper form for transfer, or to register in the name of its registered nominee
or in the name of the Book-Entry System or the Depository any Securities which
it may hold hereunder and which may from time to time be registered in the name
of the Fund. The Custodian shall hold all such Securities specifically
allocated to a Series which are not held in the Book-Entry System or in the
Depository in a separate account in the name of such Series physically
segregated at all times from those of any other person or persons.

5. Except as otherwise provided in this Agreement and unless
otherwise instructed to the contrary by a Certificate, the Custodian by itself,
or through the use of the Book-Entry System or the Depository with respect to
Securities held hereunder and therein deposited, shall with respect to all
Securities held for the Fund hereunder in accordance with preceding paragraph
4:

(a) Collect all income due or payable;

(b) Present for payment and collect the amount payable
upon such Securities which are called, but only if either (i) the Custodian
receives a written notice of such call, or (ii) notice of such call appears in
one or more of the publications listed in Appendix C annexed hereto, which may
be amended at any time by the Custodian without the prior notification or
consent of the Fund;

(d) Surrender Securities in temporary form for definitive
Securities;

(e) Execute, as custodian, any necessary declarations or
certificates of ownership under the Federal Income Tax Laws or the laws or
regulations of any other taxing authority now or hereafter in effect; and

(f) Hold directly, or through the Book-Entry System or
the Depository with respect to Securities therein deposited, for the account of
a Series, all rights and similar securities issued with respect to any
Securities held by the Custodian for such Series hereunder.

6 . Upon receipt of a Certificate and not otherwise, the
Custodian, directly or through the use of the Book-Entry System or the
Depository, shall:

(a) Execute and deliver to such persons as may be
designated in such Certificate proxies, consents, authorizations, and any other
instruments whereby the authority of the Fund as owner of any Securities held
by the Custodian hereunder for the Series specified in such Certificate may be
exercised;

(b) Deliver any Securities held by the Custodian
hereunder for the Series specified in such Certificate in exchange for other
Securities or cash issued or paid in connection with the liquidation,
reorganization, refinancing, merger, consolidation or recapitalization of any
corporation, or the exercise of any conversion privilege and receive and hold
hereunder specifically allocated to such Series any cash or other Securities
received in exchange;

(c) Deliver any Securities held by the Custodian
hereunder for the Series specified in such Certificate to any protective
committee, reorganization committee or other person

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<PAGE> 7
in connection with the reorganization, refinancing, merger, consolidation,
recapitalization or sale of assets of any corporation and receive and hold
hereunder specifically allocated to such Series such certificates of deposit,
interim receipts or other instruments or documents as may be issued to it to
evidence such delivery;

(d) Make such transfers or exchanges of the assets of
the Series specified in such Certificate, and take such other steps as shall be
stated in such Certificate to be for the purpose of effectuating any duly
authorized plan of liquidation, reorganization, merger, consolidation or
recapitalization of the Fund; and

(e) Present for payment and collect the amount payable
upon Securities not described in preceding paragraph 5(b) of this Article which
may be called as specified in the Certificate.

7. Notwithstanding any provision elsewhere contained herein, the
Custodian shall not be required to obtain possession of any instrument or
certificate representing any Futures Contract, any option, or any Futures
Contract Option until after it shall have determined, or shall have received a
Certificate from the Fund stating, that any such instruments or certificates
are available. The Fund shall deliver to the Custodian such a Certificate no
later than the business day preceding the availability of any such instrument
or certificate. Prior to such availability, the Custodian shall comply with
Section 17(f) of the Investment Company Act of 1940, as amended, in connection
with the purchase, sale, settlement, closing out or writing of Futures
Contracts, Options, or Futures Contract Options by making payments or
deliveries specified in Certificates received by the Custodian in connection
with any such purchase, sale, writing, settlement or closing out upon its
receipt from a broker, dealer, or futures commission merchant of a statement or
confirmation reasonably believed by the Custodian to be in the form customarily
used by brokers, dealers, or future commission merchants with respect to such
Futures Contracts, Options, or Futures Contract Options, as the case may be,
confirming that such Security is held by such broker, dealer or futures
commission merchant, in book-entry form or otherwise, in the name of the
Custodian (or any nominee of the Custodian) as custodian for the Fund,
provided, however, that payments to or deliveries from the Margin Account shall
be made in accordance with the terms and conditions of the Margin Account
Agreement. Whenever any such instruments or certificates are available, the
Custodian shall, notwithstanding any provision in this Agreement to the
contrary, make payment for any Futures Contract, Option, or Futures Contract
Option for which such instruments or such certificates are available only
against the delivery to the Custodian of such instrument or such certificate,
and deliver any Futures Contract, Option or Futures Contract Option for which
such instruments or such instruments or such certificates are available only
against receipt by the Custodian of payment therefor. Any such instrument or
certificate delivered to the Custodian shall be held by the Custodian hereunder
in accordance with, and subject to, the provisions of this Agreement.

ARTICLE IV

PURCHASE AND SALE OF INVESTMENTS OF THE FUND
OTHER THAN OPTIONS, FUTURES CONTRACTS AND
FUTURES CONTRACT OPTIONS

1. Promptly after each purchase of Securities by the Fund, other
than a purchase of an Option, a Futures Contract, or a Futures Contract
Option, the Fund shall deliver to the Custodian

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<PAGE> 8
(i) with respect to each purchase of Securities which are not Money Market
Securities, a Certificate, and (ii) with respect to each purchase of Money
Market Securities, a Certificate, Oral Instructions or Written Instructions,
specifying with respect to each such purchase: (a) the Series to which such
Securities are to be specifically allocated; (b) the name of the issuer and the
title of the Securities; (c) the number of shares or the principal amount
purchased and accrued interest, if any; (d) the date of purchase and
settlement; (e) the purchase price per unit; (f) the total amount payable upon
such purchase; (g) the name of the person from whom or the broker through whom
the purchase was made and the name of the clearing broker, if any; and (h) the
name of the broker to whom payment is to be made. The Custodian shall, upon
receipt of Securities purchased by or for the Fund, pay to the broker specified
in the Certificate out of the moneys held for the account of such Series the
total amount payable upon such purchase, provided that the same conforms to the
total amount payable as set forth in such Certificate, Oral Instructions or
Written Instructions.

2. Promptly after each sale of Securities by the Fund, other than
a sale of any Option, Futures Contract, Futures Contract Option, or any Reverse
Repurchase Agreement, the Fund shall deliver to the Custodian (i) with respect
to each sale of Securities which are not Money Market Securities, a
Certificate, and (ii) with respect to each sale of Money Market Securities, a
Certificate, Oral Instructions or Written Instructions, specifying with respect
to each such sale: (a) the Series to which such Securities were specifically
allocated; (b) the name of the issuer and the title of the Security; (c) the
number of shares or principal amount sold, and accrued interest, if any; (d)
the date of sale; (e) the sale price per unit; (f) the total amount payable to
the Fund upon such sale; (g) the name of the broker through whom or the person
to whom the sale was made, and the name of the clearing broker, if any; and (h)
the name of the broker to whom the Securities are to be delivered. The
Custodian shall deliver the Securities specifically allocated to such Series to
the broker specified in the Certificate upon the total amount payable to the
Fund upon such sale, provided that the same conforms to the total amount
payable as set forth in such Certificate, Oral Instructions or Written
Instructions.

ARTICLE V

OPTIONS

1. Promptly after the purchase of any Option by the Fund, the
Fund shall deliver to the Custodian a Certificate specifying with respect to
each Option purchased: (a) the Series to which such Option is specifically
allocated; (b) the type of Option (put or call); (c) the name of the issuer and
the title and number of shares subject to such Option or, in the case of a
Stock Index Option, the stock index to which such Option relates and the number
of Stock Index Options purchased; (d) the expiration date; (e) the exercise
price; (f) the dates of purchase and settlement; (g) the total amount payable
by the Fund in connection with such purchase; (h) the name of the Clearing
Member through whom such Option was purchased; and (i) the name of the broker
to whom payment is to be made. The Custodian shall pay, upon receipt of a
Clearing Member's statement confirming the purchase of such Option held by such
Clearing Member for the account of the Custodian (or any duly appointed and
registered nominee of the Custodian) as custodian for the Fund, out of moneys
held for the account of the Series to which such Option is to be specifically
allocated, the total amount payable upon such purchase to the Clearing Member
through whom the purchase was made, provided that the same conforms to the
total amount payable as set forth in such Certificate.

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<PAGE> 9
2. Promptly after the sale of any Option purchased by the Fund
pursuant to paragraph 1 hereof, the Fund shall deliver to the Custodian a
Certificate specifying with respect to each such sale: (a) the Series to which
such Option was specifically allocated; (b) the type of Option (put or call);
(c) the name of the issuer and the title and number of shares subject to such
Option or, in the case of a Stock Index Option, the stock index to which such
Option relates and the number of Stock Index Options sold; (d) the date of
sale; (e) the sale price; (f) the date of settlement; (g) the total amount
payable to the Fund upon such sale; and (h) the name of the Clearing Member
through whom the sale was made. The Custodian shall consent to the delivery of
the Option sold by the Clearing Member which previously supplied the
confirmation described in preceding paragraph 1 of this Article with respect to
such Option against payment to the Custodian of the total amount payable to the
Fund, provided that the same conforms to the total amount payable as set forth
in such Certificate.

3. Promptly after the exercise by the Fund of any Call Option
purchased by the Fund pursuant to paragraph 1 hereof, the Fund shall deliver to
the Custodian a Certificate specifying with respect to such Call Option: (a)
the Series to which such Call Option was specifically allocated; (b) the name
of the issuer and the title and number of shares subject to the Call Option;
(c) the expiration date; (d) the date of exercise and settlement; (e) the
exercise price per share; (f) the total amount to be paid by the Fund upon such
exercise; and (g) the name of the Clearing Member through whom such Call Option
was exercised. The Custodian shall, upon receipt of the Securities underlying
the Call Option which was exercised, pay out of the moneys held for the account
of the Series to which such Call Option was specifically allocated the total
amount payable to the Clearing Member through whom the Call Option was
exercised, provided that the same conforms to the total amount payable as set
forth in such Certificate.

4. Promptly after the exercise by the Fund of any Put Option
purchased by the Fund pursuant to paragraph 1 hereof, the Fund shall deliver to
the Custodian a Certificate specifying with respect to such Put Option: (a) the
Series to which such Put Option was specifically allocated; (b) the name of the
issuer and the title and number of shares subject to the Put Option; (c) the
expiration date; (d) the date of exercise and settlement; (e) the exercise
price per share; (f) the total amount to be paid to the Fund upon such
exercise; and (g) the name of the Clearing Member through whom such Put Option
was exercised. The Custodian shall, upon receipt of the amount payable upon
the exercise of the Put Option deliver or direct the Depository to deliver the
Securities specifically allocated to such Series, provided the same conforms to
the amount payable to the Fund as set forth in such Certificate.

5. Promptly after the exercise by the Fund of any Stock Index
Option purchased by the Fund pursuant to paragraph 1 hereof, the Fund shall
deliver to the Custodian a Certificate specifying with respect to such Stock
Index Option: (a) the Series to which such Stock Index Option was specifically
allocated; (b) the type of Stock Index Option (put or call); (c) the number of
options being exercised; (d) the stock index to which such Option relates; (e)
the expiration date; (f) the exercise price; (g) the total amount to be
received by the Fund in connection with such exercise; and (h) the Clearing
Member from whom such payment is to be received.

6. Whenever the Fund writes a Covered Call Option, the Fund shall
promptly deliver to the Custodian a Certificate specifying with respect to such
Covered Call Option: (a) the Series for which such Covered Call Option was
written; (b) the name of the issuer and the title and number of shares for
which the Covered Call Option was written and which underlie the same; (c) the
expiration date; (d) the exercise price; (e) the premium to be received by the
Fund; (f) the date such Covered Call Option was written; and (g) the name of
the Clearing Member through whom the

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<PAGE> 10
premium is to be received. The Custodian shall deliver or cause to be
delivered, in exchange for receipt of the premium specified in the Certificate
with respect to such Covered Call Option, such receipts as are required in
accordance with the customs prevailing among Clearing Members dealing in
Covered Call Options and shall impose, or direct the Depository to impose, upon
the underlying Securities specified in the Certificate specifically allocated
to such Series such restrictions as may be required by such receipts.
Notwithstanding the foregoing, the Custodian has the right, upon prior written
notification to the Fund, at any time to refuse to issue any receipts for
Securities in the possession of the Custodian and not deposited with the
Depository underlying a Covered Call Option.

7. Whenever a Covered Call Option written by the Fund and
described in the preceding paragraph of this Article is exercised, the Fund
shall promptly deliver to the Custodian a Certificate instructing the Custodian
to deliver, or to direct the Depository to deliver, the Securities subject to
such Covered Call Option and specifying: (a) the Series for which such Covered
Call Option was written; (b) the name of the issuer and the title and number of
shares subject to the Covered Call Option; (c) the Clearing Member to whom the
underlying Securities are to be delivered; and (d) the total amount payable to
the Fund upon such delivery. Upon the return and/or cancellation of any
receipts delivered pursuant to paragraph 6 of this Article, the Custodian shall
deliver, or direct the Depository to deliver, the underlying Securities as
specified in the Certificate for the amount to be received as set forth in such
Certificate.

8. Whenever the Fund writes a Put Option, the Fund shall promptly
deliver to the Custodian a Certificate specifying with respect to such Put
Option: (a) the Series for which such Put Option was written; (b) the name of
the issuer and the title and number of shares for which the Put Option is
written and which underlie the same; (c) the expiration date; (d) the exercise
price; (e) the premium to be received by the Fund; (f) the date such Put Option
is written; (g) the name of the Clearing Member through whom the premium is to
be received and to whom a Put Option guarantee letter is to be delivered; (h)
the amount of cash, and/or the amount and kind of Securities, if any,
specifically allocated to such Series to be deposited in the Senior Security
Account for such Series; and (i) the amount of cash and/or the amount and kind
of Securities specifically allocated to such Series to be deposited into the
Collateral Account for such Series. The Custodian shall, after making the
deposits into the Collateral Account specified in the Certificate, issue a Put
Option guarantee letter substantially in the form utilized by the Custodian on
the date hereof, and deliver the same to the Clearing Member specified in the
Certificate against receipt of the premium specified in said Certificate.
Notwithstanding the foregoing, the Custodian shall be under no obligation to
issue any Put Option guarantee letter or similar document if it is unable to
make any of the representations contained therein.

9. Whenever a Put Option written by the Fund and described in the
preceding paragraph is exercised, the Fund shall promptly deliver to the
Custodian a Certificate specifying: (a) the Series to which such Put Option was
written; (b) the name of the issuer and title and number of shares subject to
the Put Option; (c) the Clearing Member from whom the underlying Securities are
to be received; (d) the total amount payable by the Fund upon such delivery;
(e) the amount of cash and/or the amount and kind of Securities specifically
allocated to such Series to be withdrawn from the Collateral Account for such
Series and (f) the amount of cash and/or the amount and kind of Securities,
specifically allocated to such Series, if any, to be withdrawn from the Senior
Security Account. Upon the return and/or cancellation of any Put Option
guarantee letter or similar document issued by the Custodian in connection with
such Put Option, the Custodian shall pay out of the moneys held for the account
of the Series to which such Put Option was

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<PAGE> 11
specifically allocated the total amount payable to the Clearing Member
specified in the Certificate as set forth in such Certificate, and shall make
the withdrawals specified in such Certificate.

10. Whenever the Fund writes a Stock Index Option, the Fund shall
promptly deliver to the Custodian a Certificate specifying with respect to such
Stock Index Option: (a) the Series for which such Stock Index Option was
written; (b) whether such Stock Index Option is a put or a call; (c) the number
of options written; (d) the stock index to which such Option relates; (e) the
expiration date; (f) the exercise price; (g) the Clearing Member through whom
such Option was written; (h) the premium to be received by the Fund; (i) the
amount of cash and/or the amount and kind of Securities, if any, specifically
allocated to such Series to be deposited in the Senior Security Account for
such Series; (j) the amount of cash and/or the amount and kind of Securities,
if any, specifically allocated to such Series to be deposited in the Collateral
Account for such Series; and (k) the amount of cash and/or the amount and kind
of Securities, if any, specifically allocated to such Series to be deposited in
a Margin Account, and the name in which such account is to be or has been
established. The Custodian shall, upon receipt of the premium specified in the
Certificate, make the deposits, if any, into the Senior Security Account
specified in the Certificate, and either (1) deliver such receipts, if any,
which the Custodian has specifically agreed to issue, which are in accordance
with the customs prevailing among Clearing Members in Stock Index Options and
make the deposits into the Collateral Account specified in the Certificate, or
(2) make the deposits into the Margin Account specified in the Certificate.

11. Whenever a Stock Index Option written by the Fund and
described in the preceding paragraph of this Article is exercised, the Fund
shall promptly deliver to the Custodian a Certificate specifying with respect
to such Stock Index Option: (a) the Series for which such Stock Index Option
was written; (b) such information as may be necessary to identify the Stock
Index option being exercised; (c) the Clearing Member through whom such Stock
Index Option is being exercised; (d) the total amount payable upon such
exercise, and whether such amount is to be paid by or to the Fund; (e) the
amount of cash and/or amount and kind of Securities, if any, to be withdrawn
from the Margin Account; and (f) the amount of cash and/or amount and kind of
Securities, if any, to be withdrawn from the Senior Security Account for such
Series; and the amount of cash and/or the amount and kind of Securities, if
any, to be withdrawn from the Collateral Account for such Series. Upon the
return and/or cancellation of the receipt, if any, delivered pursuant to the
preceding paragraph of this Article, the Custodian shall pay out of the moneys
held for the account of the Series to which such Stock Index Option was
specifically allocated to the Clearing Member specified in the Certificate the
total amount payable, if any, as specified therein.

12. Whenever the Fund purchases any Option identical to a
previously written Option described in paragraphs 6, 8 or 10 of this Article in
a transaction expressly designated as a "Closing Purchase Transaction" in order
to liquidate its position as a writer of an Option, the Fund shall promptly
deliver to the Custodian a Certificate specifying with respect to the Option
being purchased: (a) that the transaction is a Closing Purchase Transaction;
(b) the Series for which the Option was written; (c) the name of the issuer and
the title and number of shares subject to the Option, or, in the case of a
Stock Index Option, the stock index to which such Option relates and the number
of Options held; (d) the exercise price; (e) the premium to be paid by the
Fund; (f) the expiration date; (g) the type of Option (put or call) (h) the
date of such purchase; (i) the name of the Clearing Member to whom the premium
is to be paid; and (j) the amount of cash and/or the amount and kind of
Securities, if any, to be withdrawn from the Collateral Account, a specified
Margin Account, or the Senior Security Account for such Series. Upon the
Custodian's payment of the premium and the return and/or cancellation of any
receipt issued pursuant to paragraphs 6, 8 or 10 of this Article with respect
to the Option being liquidated through the Closing Purchase

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<PAGE> 12
Transaction, the Custodian shall remove, or direct the Depository to remove,
the previously imposed restrictions on the Securities underlying the Call
Option.

13. Upon the expiration, exercise or consummation of a Closing
Purchase Transaction with respect to, any Option purchased or written by the
Fund and described in this Article, the Custodian shall delete such Option from
the statements delivered to the Fund pursuant to paragraph 3 Article III
herein, and upon the return and/or cancellation of any receipts issued by the
Custodian, shall make such withdrawals from the Collateral Account, and the
Margin Account and/or the Senior Security Account as may be specified in a
Certificate received in connection with such expiration, exercise, or
consummation.

ARTICLE VI

FUTURES CONTRACTS

1. Whenever the Fund shall enter into a Futures Contract, the
Fund shall deliver to the Custodian a Certificate specifying with respect to
such Futures Contract, (or with respect to any number of identical Futures
Contract(s)): (a) the Series for which the Futures Contract is being entered;
(b) the category of Futures Contract (the name of the underlying stock index or
financial instrument); (c) the number of identical Futures Contracts entered
into; (d) the delivery or settlement date of the Futures Contract(s); (e) the
date the Futures Contract(s) was (were) entered into and the maturity date; (f)
whether the Fund is buying (going long) or selling (going short) on such
Futures Contract(s); (g) the amount of cash and/or the amount and kind of
Securities, if any, to be deposited in the Senior Security Account for such
Series; (h) the name of the broker, dealer, or futures commission merchant
through whom the Futures Contract was entered into; and (i) the amount of fee
or commission, if any, to be paid and the name of the broker, dealer, or
futures commission merchant to whom such amount is to be paid. The Custodian
shall make the deposits, if any, to the Margin Account in accordance with the
terms and conditions of the Margin Account Agreement. The Custodian shall make
payment out of the moneys specifically allocated to such Series of the fee or
commission, if any, specified in the Certificate and deposit in the Senior
Security Account for such Series the amount of cash and/or the amount and kind
of Securities specified in said Certificate.

2. (a) Any variation margin payment or similar payment
required to be made by the Fund to a broker, dealer, or futures commission
merchant with respect to an outstanding Futures Contract, shall be made by the
Custodian in accordance with the terms and conditions of the Margin Account
Agreement.

(b) Any variation margin payment or similar payment from
a broker, dealer, or futures commission merchant to the Fund with respect to an
outstanding Futures Contract, shall be received and dealt with by the Custodian
in accordance with the terms and conditions of the Margin Account Agreement.

3. Whenever a Futures Contract held by the Custodian hereunder is
retained by the Fund until delivery or settlement is made on such Futures
Contract, the Fund shall deliver to the Custodian a Certificate specifying: (a)
the Futures Contract and the Series to which the same

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<PAGE> 13
relates; (b) with respect to a Stock Index Futures Contract, the total cash
settlement amount to be paid or received, and with respect to a Financial
Futures Contract, the Securities and/or amount of cash to be delivered or
received; (c) the broker, dealer, or futures commission merchant to or from
whom payment or delivery is to be made or received; and (d) the amount of cash
and/or Securities to be withdrawn from the Senior Security Account for such
Series. The Custodian shall make the payment or delivery specified in the
Certificate, and delete such Futures Contract from the statements delivered to
the Fund pursuant to paragraph 3 of Article III herein.

4. Whenever the Fund shall enter into a Futures Contract to
offset a Futures Contract held by the Custodian hereunder, the Fund shall
deliver to the Custodian a Certificate specifying: (a) the items of information
required in a Certificate described in paragraph 1 of this Article, and (b) the
Futures Contract being offset. The Custodian shall make payment out of the
money specifically allocated to such Series of the fee or commission, if any,
specified in the Certificate and delete the Futures Contract being offset from
the statements delivered to the Fund pursuant to paragraph 3 of Article III
herein, and make such withdrawals from the Senior Security Account for such
Series as may be specified in such Certificate. The withdrawals, if any, to be
made from the Margin Account shall be made by the Custodian in accordance with
the terms and conditions of the Margin Account Agreement.

ARTICLE VII

FUTURES CONTRACT OPTIONS

1. Promptly after the purchase of any Futures Contract Option by
the Fund, the Fund shall promptly deliver to the Custodian a Certificate
specifying with respect to such Futures Contract Option: (a) the Series to
which such Option is specifically allocated; (b) the type of Futures Contract
Option (put or call); (c) the type of Futures Contract and such other
information as may be necessary to identify the Futures Contract underlying the
Futures Contract Option purchased; (d) the expiration date; (e) the exercise
price; (f) the dates of purchase and settlement; (g) the amount of premium to
be paid by the Fund upon such purchase; (h) the name of the broker or futures
commission merchant through whom such Option was purchased; and (i) the name of
the broker, or futures commission merchant, to whom payment is to be made. The
Custodian shall pay out of the moneys specifically allocated to such Series the
total amount to be paid upon such purchase to the broker or futures commissions
merchant through whom the purchase was made, provided that the same conforms to
the amount set forth in such Certificate.

2. Promptly after the sale of any Futures Contract Option
purchased by the Fund pursuant to paragraph 1 hereof, the Fund shall promptly
deliver to the Custodian a Certificate specifying with respect to each such
sale: (a) Series to which such Futures Contract Option was specifically
allocated; (b) the type of Future Contract Option (put or call); (c) the type
of Futures Contract and such other information as may be necessary to identify
the Futures Contract underlying the Futures Contract Option; (d) the date of
sale; (e) the sale price; (f) the date of settlement; (g) the total amount
payable to the Fund upon such sale; and (h) the name of the broker of futures
commission merchant through whom the sale was made. The Custodian shall
consent to the cancellation of the Futures Contract Option being closed against
payment to the Custodian of the total amount payable to the Fund, provided the
same conforms to the total amount payable as set forth in such Certificate.

3. Whenever a Futures Contract Option purchased by the Fund
pursuant to paragraph 1 is exercised by the Fund, the Fund shall promptly
deliver to the Custodian a Certificate specifying:

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<PAGE> 14
(a) the Series to which such Futures Contract Option was specifically
allocated; (b) the particular Futures Contract Option (put or call) being
exercised; (c) the type of Futures Contract underlying the Futures Contract
Option; (d) the date of exercise; (e) the name of the broker or futures
commission merchant through whom the Futures Contract Option is exercised; (f)
the net total amount, if any, payable by the Fund; (g) the amount, if any, to
be received by the Fund; and (h) the amount of cash and/or the amount and kind
of Securities to be deposited in the Senior Security Account for such Series.
The Custodian shall make, out of the moneys and Securities specifically
allocated to such Series, the payments if any, and the deposits, if any, into
the Senior Security Account as specified in the Certificate. The deposits, if
any, to be made to the Margin Account shall be made by the Custodian in
accordance with the terms and conditions of the Margin Account Agreement.

4. Whenever the Fund writes a Futures Contract Option, the Fund
shall promptly deliver to the Custodian a Certificate specifying with respect
to such Futures Contract Option: (a) the Series for which such Futures Contract
Option was written; (b) the type of Futures Contract Option (put or call); (c)
the type of Futures Contract and such other information as may be necessary to
identify the Futures Contract underlying the Futures Contract Option; (d) the
expiration date; (e) the exercise price; (f) the premium to be received by the
Fund; (g) the name of the broker or futures commission merchant through whom
the premium is to be received; and (h) the amount of cash and/or the amount and
kind of Securities, if any, to be deposited in the Senior Security Account for
such Series. The Custodian shall, upon receipt of the premium specified in
the Certificate, make out of the moneys and Securities specifically allocated
to such Series the deposits into the Senior Security Account, if any, as
specified in the Certificate. The deposits, if any, to be made to the Margin
Account shall be made by the Custodian in accordance with the terms and
conditions of the Margin Account Agreement.

5. Whenever a Futures Contract Option written by the Fund which
is a call is exercised, the Fund shall promptly deliver to the Custodian a
Certificate specifying: (a) the Series to which such Futures Contract Option
was specifically allocated; (b) the particular Futures Contract Option
exercised; (c) the type of Futures Contract underlying the Futures Contract
Option; (d) the name of the broker or futures commission merchant through whom
such Futures Contract Option was exercised; (e) the net total amount, if any,
payable to the Fund upon such exercise; (f) the net total amount, if any,
payable by the Fund upon such exercise and (g) the amount of cash and/or the
amount and kind of Securities to be deposited in the Senior Security Account
for such Series. The Custodian shall, upon its receipt of the net total
amount payable to the Fund, if any, specified in such Certificate make the
payments, if any, and the deposits, if any, into the Senior Security Account as
specified in the Certificate. The deposits, if any, to be made to the Margin
Account shall be made by the Custodian in accordance with the terms and
conditions of the Margin Account Agreement.

6. Whenever a Futures Contract Option which is written by the
Fund and which is a put is exercised, the Fund shall promptly deliver to the
Custodian a Certificate specifying: (a) the Series to which such Option was
specifically allocated; (b) the particular Futures Contract Option exercised;
(c) the type of Futures Contract underlying such Futures Contract Option; (d)
the name of the broker or futures commission merchant through whom such Futures
Contract Option is exercised; (e) the net total amount, if any, payable to the
Fund upon such exercise; (f) the net total amount, if any, payable by the Fund
upon such exercise; and (g) the amount and kind of Securities and/or cash to be
withdrawn from or deposited in, the Senior Security Account for such Series, if
any. The Custodian shall, upon its receipt of the net total amount payable to
the Fund, if any, specified in the Certificate, make out of the moneys and
Securities specifically allocated to such

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<PAGE> 15
Series, the payments, if any, and the deposits, if any, into the Senior
Security Account as specified in the Certificate. The deposits to and/or
withdrawals from the Margin Account, if any, shall be made by the Custodian in
accordance with the terms and conditions of the Margin Account Agreement.

7. Whenever the Fund purchases any Futures Contract Option
identical to a previously written Futures Contract Option described in this
Article in order to liquidate its position as a writer of such Futures Contract
Option, the Fund shall promptly deliver to the Custodian a Certificate
specifying with respect to the Futures Contract option being purchased: (a) the
Series to which such Option is specifically allocated; (b) that the transaction
is a closing transaction; (c) the type of Future Contract and such other
information as may be necessary to identify the Futures Contract underlying the
Futures Option Contract; (d) the exercise price; (e) the premium to be paid by
the Fund; (f) the expiration date; (g) the name of the broker or futures
commission merchant to whom the premium is to be paid; and (h) the amount of
cash and/or the amount and kind of Securities, if any, to be withdrawn from the
Senior Security Account for such Series. The Custodian shall effect the
withdrawals from the Senior Security Account specified in the Certificate. The
withdrawals, if any, to be made from the Margin Account shall be made by the
Custodian in accordance with the terms and conditions of the Margin Account
Agreement.

8. Upon the expiration, exercise, or consummation of a closing
transaction with respect to, any Futures Contract Option written or purchased
by the Fund and described in this Article, the Custodian shall (a) delete such
Futures Contract Option from the statements delivered to the Fund pursuant to
paragraph 3 of Article III herein and, (b) make such withdrawals from and/or in
the case of an exercise such deposits into the Senior Security Account as may
be specified in a Certificate. The deposits to and/or withdrawals from the
Margin Account, if any, shall be made by the Custodian in accordance with the
terms and conditions of the Margin Account Agreement.

9. Futures Contracts acquired by the Fund through the exercise of
a Futures Contract Option described in this Article shall be subject to Article
VI hereof.

ARTICLE VIII

SHORT SALES

1. Promptly after any short sales by any Series of the Fund, the
Fund shall promptly deliver to the Custodian a Certificate specifying: (a) the
Series for which such short sale was made; (b) the name of the issuer and the
title of the Security; (c) the number of shares or principal amount sold, and
accrued interest or dividends, if any; (d) the dates of the sale and
settlement; (e) the sale price per unit; (f) the total amount credited to the
Fund upon such sale, if any, (g) the amount of cash and/or the amount and kind
of Securities, if any, which are to be deposited in a Margin Account and the
name in which such Margin Account has been or is to be established; (h) the
amount of cash and/or the amount and kind of Securities, if any, to be
deposited in a Senior Security Account, and (i) the name of the broker through
whom such short sale was made. The Custodian shall upon its receipt of a
statement from such broker confirming such sale and that the total amount
credited to the Fund upon such sale, if any, as specified in the Certificate is
held by such broker for the account of the Custodian (or any nominee of the
Custodian) as custodian of the Fund, issue a receipt or make the deposits into
the Margin Account and the Senior Security Account specified in the
Certificate.

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<PAGE> 16
2 . In connection with the closing-out of any short sale, the Fund
shall promptly deliver to the Custodian a Certificate specifying with respect
to each such closing out: (a) the Series for which such transaction is being
made; (b) the name of the issuer and the title of the Security; (c) the number
of shares or the principal amount, and accrued interest or dividends, if any,
required to effect such closing-out to be delivered to the broker; (d) the
dates of closing-out and settlement; (e) the purchase price per unit; (f) the
net total amount payable to the Fund upon such closing-out; (g) the net total
amount payable to the broker upon such closing-out; (h) the amount of cash and
the amount and kind of Securities to be withdrawn, if any, from the Margin
Account; (i) the amount of cash and/or the amount and kind of Securities, if
any, to be withdrawn from the Senior Security Account; and (j) the name of the
broker through whom the Fund is effecting such closing-out. The Custodian
shall, upon receipt of the net total amount payable to the Fund upon such
closing-out, and the return and/or cancellation of the receipts, if any, issued
by the Custodian with respect to the short sale being closed-out, pay out of
the moneys held for the account of the Fund to the broker the net total amount
payable to the broker, and make the withdrawals from the Margin Account and the
Senior Security Account, as the same are specified in the Certificate.

ARTICLE IX

REVERSE REPURCHASE AGREEMENTS

1. Promptly after the Fund enters a Reverse Repurchase Agreement
with respect to Securities and money held by the Custodian hereunder, the Fund
shall deliver to the Custodian a Certificate or in the event such Reverse
Repurchase Agreement is a Money Market Security, a Certificate, Oral
Instructions, or Written Instructions specifying: (a) the Series for which the
Reverse Repurchase Agreement is entered; (b) the total amount payable to the
Fund in connection with such Reverse Repurchase Agreement and specifically
allocated to such Series; (c) the broker or dealer through or with whom the
Reverse Repurchase Agreement is entered; (d) the amount and kind of Securities
to be delivered by the Fund to such broker or dealer; (e) the date of such
Reverse Repurchase Agreement; and (f) the amount of cash and/or the amount and
kind of Securities, if any, specifically allocated to such Series to be
deposited in a Senior Security Account for such Series in connection with such
Reverse Repurchase Agreement. The Custodian shall, upon receipt of the total
amount payable to the Fund specified in the Certificate, Oral Instructions, or
Written Instructions make the delivery to the broker or dealer, and the
deposits, if any, to the Senior Security Account, specified in such
Certificate, Oral Instructions, or Written Instructions.

2. Upon the termination of a Reverse Repurchase Agreement
described in preceding paragraph 1 of this Article, the Fund shall promptly
deliver a Certificate or, in the event such Reverse Repurchase Agreement is a
Money Market Security, a Certificate, Oral Instructions, or Written
Instructions to the Custodian specifying: (a) the Reverse Repurchase Agreement
being terminated and the Series for which same was entered; (b) the total
amount payable by the Fund in connection with such termination; (c) the amount
and kind of Securities to be received by the Fund and specifically allocated to
such Series in connection with such termination; (d) the date of termination;
(e) the name of the broker or dealer with or through whom the Reverse
Repurchase Agreement is to be terminated; and (f) the amount of cash and/or the
amount and kind of Securities to be withdrawn from the Senior Securities
Account for such Series. The Custodian shall, upon receipt of the amount and
kind of Securities to be received by the Fund specified in the Certificate,
Oral Instructions, or Written Instructions, make the payment to the broker or
dealer, and the withdrawals, if any, from the Senior Security Account,
specified in such Certificate, Oral Instructions, or Written Instructions.

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<PAGE> 17

ARTICLE X

LOAN OF PORTFOLIO SECURITIES OF THE FUND

1. Promptly after each loan of portfolio Securities specifically
allocated to a Series held by the Custodian hereunder, the Fund shall deliver
or cause to be delivered to the Custodian a Certificate specifying with respect
to each such loan: (a) the Series to which the loaned Securities are
specifically allocated; (b) the name of the issuer and the title of the
Securities, (c) the number of shares or the principal amount loaned, (d) the
date of loan and delivery, (e) the total amount to be delivered to the
Custodian against the loan of the Securities, including the amount of cash
collateral and the premium if any, separately identified, and (f) the name of
the broker, dealer, or financial institution to which the loan was made. The
Custodian shall deliver the Securities thus designated to the broker, dealer or
financial institution to which the loan was made upon receipt of the total
amount designated as to be delivered against the loan of Securities. The
Custodian may accept payment in connection with a delivery otherwise than
through the Book-Entry System or Depository only in the form of a certified or
bank cashier's check payable to the order of the Fund or the Custodian drawn on
New York Clearing House funds and may deliver Securities in accordance with the
customs prevailing among dealers in securities.

2. Promptly after each termination of the loan of Securities by
the Fund, the Fund shall deliver or cause to be delivered to the Custodian a
Certificate specifying with respect to each such loan termination and return of
Securities: (a) the Series to which the loaned Securities are specifically
allocated; (b) the name of the issuer and the title of the Securities to be
returned, (c) the number of shares or the principal amount to be returned, (d)
the date of termination, (e) the total amount to be delivered by the Custodian
(including the cash collateral for such Securities minus any offsetting credits
as described in said Certificate), and (f) the name of the broker, dealer, or
financial institution from which the Securities will be returned. The
Custodian shall receive all Securities returned from the broker, dealer, or
financial institution to which such Securities were loaned and upon receipt
thereof shall pay, out of the moneys held for the account of the Fund, the
total amount payable upon such return of Securities as set forth in the
Certificate.

ARTICLE XI

CONCERNING MARGIN ACCOUNTS, SENIOR SECURITY
ACCOUNTS, AND COLLATERAL ACCOUNTS

1. The Custodian shall, from time to time, make such deposits to,
or withdrawals from, a Senior Security Account as specified in a Certificate
received by the Custodian. Such Certificate shall specify the Series for which
such deposit or withdrawal is to be made, and the amount of cash and/or the
amount and kind of Securities specifically allocated to such Series to be
deposited in, or withdrawn from, such Senior Security Account for such Series.
In the event that the Fund fails to specify in a Certificate the Series, the
name of the issuer, the title and the number of shares or the principal amount
of any particular Securities to be deposited by the Custodian into, or
withdrawn from, a Senior Securities Account, the Custodian shall be under no
obligation to make any such deposit or withdrawal and shall so notify the Fund.

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<PAGE> 18
2. The Custodian shall make deliveries or payments from a Margin
Account to the broker, dealer, futures commission merchant or Clearing Member
in whose name, or for whose benefit, the account was established as specified
in the Margin Account Agreement.

3. Amounts received by the Custodian as payments or distributions
with respect to Securities deposited in any Margin Account shall be dealt with
in accordance with the terms and conditions of the Margin Account Agreement.

4. The Custodian shall have a continuing lien and security
interest in and to any property at any time held by the Custodian in any
Collateral Account described herein. In accordance with applicable law the
Custodian may enforce its lien and realize on any such property whenever the
Custodian has made payment or delivery pursuant to any Put Option guarantee
letter or similar document or any receipt issued hereunder by the Custodian.
In the event the Custodian should realize on any such property net proceeds
which are less than the Custodian's obligations under any Put Option guarantee
letter or similar document or any receipt, such deficiency shall be a debt owed
the Custodian by the Fund within the scope of Article XIV herein.

5. On each business day the Custodian shall furnish the Fund with
a statement with respect to each Margin Account in which money or Securities
are held specifying as of the close of business on the previous business day:
(a) the name of the Margin Account; (b) the amount and kind of Securities held
therein; and (c) the amount of money held therein. The Custodian shall make
available upon request to any broker, dealer, or futures commission merchant
specified in the name of a Margin Account a copy of the statement furnished the
Fund with respect to such Margin Account.

6. Promptly after the close of business on each business day in
which cash and/or Securities are maintained in a Collateral Account for any
Series, the Custodian shall furnish the Fund with a Statement with respect to
such Collateral Account specifying the amount of cash and/or the amount and
kind of Securities held therein. No later than the close of business next
succeeding the delivery to the Fund of such statement, the Fund shall furnish
to the Custodian a Certificate or Written Instructions specifying the then
market value of the Securities described in such statement. In the event such
then market value is indicated to be less than the Custodian's obligation with
respect to any outstanding Put Option guarantee letter or similar document, the
Fund shall promptly specify in a Certificate the additional cash and/or
Securities to be deposited in such Collateral Account to eliminate such
deficiency.

ARTICLE XII

PAYMENT OF DIVIDENDS OR DISTRIBUTIONS

1. The Fund shall furnish to the Custodian a copy of the
resolution of the Board of Trustees of the Fund certified by the Secretary, the
Clerk, any Assistant Secretary or any Assistant Clerk, either (i) setting forth
with respect to the Series specified therein the date of the declaration of a
dividend or distribution, the date of payment thereof, the record date as of
which shareholders entitled to payment shall be determined, the amount payable
per Share of such Series to the shareholders of record as of that date and the
total amount payable to the Dividend Agent and any sub-dividend agent or
co-dividend agent of the Fund on the payment date, or (ii) authorizing with
respect to the Series specified therein the declaration of dividends and
distributions on a daily basis and authorizing the Custodian to rely on Oral
Instructions, Written Instructions or a Certificate

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<PAGE> 19
setting forth the date of the declaration of such dividend or distribution, the
date of payment thereof, the record date as of which shareholders entitled to
payment shall be determined, the amount payable per Share of such Series to the
shareholders of record as of that date and the total amount payable to the
Dividend Agent on the payment date.

2. Upon the payment date specified in such resolution, Oral
Instructions, Written Instructions or Certificate, as the case may be, the
Custodian shall pay out of the moneys held for the account of each Series the
total amount payable to the Dividend Agent, and any sub-dividend agent or
co-dividend agent of the Fund with respect to such Series.

ARTICLE XIII

SALE AND REDEMPTION OF SHARES

1. Whenever the Fund shall sell any Shares, it shall deliver to
the Custodian a Certificate duly specifying:

(a) The Series, the number of Shares sold, trade date,
and price; and

(b) The amount of money to be received by the Custodian
for the sale of such Shares and specifically allocated to the separate account
in the name of such Series.

2. Upon receipt of such money from the Transfer Agent, the
Custodian shall credit such money to the separate account in the name of the
Series for which such money was received.

3. Upon issuance of any Shares of any Series described in the
foregoing provisions of this Article, the Custodian shall pay, out of the
money held for the account of such Series, all original issue or other taxes
required to be paid by the Fund in connection with such issuance upon the
receipt of a Certificate specifying the amount to be paid.

4. Except as provided hereinafter, whenever the Fund desires the
Custodian to make payment out of the money held by the Custodian hereunder in
connection with a redemption of any Shares, it shall furnish to the Custodian a
Certificate specifying:

(a) The number and Series of Shares redeemed; and

(b) The amount to be paid for such Shares.

5. Upon receipt from the Transfer Agent of an advice setting
forth the Series and number of Shares received by the Transfer Agent for
redemption and that such Shares are in good form for redemption, the Custodian
shall make payment to the Transfer Agent out of the moneys held in the separate
account in the name of the Series the total amount specified in the Certificate
issued pursuant to the foregoing paragraph 4 of this Article.

6. Notwithstanding the above provisions regarding the redemption
of any Shares, whenever any Shares are redeemed pursuant to any check
redemption privilege which may from time to time be offered by the Fund, the
Custodian, unless otherwise instructed by a Certificate, shall, upon receipt of
an advice from the Fund or its agent setting forth that the redemption is in
good form for redemption in accordance with the check redemption procedure,
honor the check

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<PAGE> 20
presented as part of such check redemption privilege out of the moneys held in
the separate account of the Series of the Shares being redeemed.

ARTICLE XIV

OVERDRAFTS OR INDEBTEDNESS

1. If the Custodian should in its sole discretion advance funds
on behalf of any Series which results in an overdraft because the moneys held
by the Custodian in the separate account for such Series shall be insufficient
to pay the total amount payable upon a purchase of Securities specifically
allocated to such Series, as set forth in a Certificate, Oral Instructions, or
Written Instructions or which results in an overdraft in the separate account
of such Series for some other reason, or if the Fund is for any other reason
indebted to the Custodian with respect to a Series (except a borrowing for
investment or for temporary or emergency purposes using Securities as
collateral pursuant to a separate agreement and subject to the provisions of
paragraph 2 of this Article), such overdraft or indebtedness shall be deemed to
be a loan made by the Custodian to the Fund for such Series payable on demand
and shall bear interest from the date incurred at a rate per annum (based on a
360-day year for the actual number of days involved) equal to 1/2% over
Custodian's prime commercial lending rate in effect from time to time, such
rate to be adjusted on the effective date of any change in such prime
commercial lending rate but in no event to be less than 6% per annum. In
addition, the Fund hereby agrees that the Custodian shall have a continuing
lien and security interest in and to any property specifically allocated to
such Series at any time held by it for the benefit of such Series or in which
the Fund may have an interest which is then in the Custodian's possession or
control or in possession or control of any third party acting in the
Custodian's behalf. The Fund authorizes the Custodian, in its sole discretion,
at any time to charge any such overdraft or indebtedness together with interest
due thereon against any balance of account standing to such Series' credit on
the Custodian's books.

2. The Fund will cause to be delivered to the Custodian by any
bank (including, if the borrowing is pursuant to a separate agreement, the
Custodian) from which it borrows money for investment or for temporary or
emergency purposes using Securities held by the Custodian hereunder as
collateral for such borrowings, a notice or undertaking in the form currently
employed by any such bank setting forth the amount which such bank will loan to
the Fund against delivery of a stated amount of collateral. The Fund shall
promptly deliver to the Custodian a Certificate specifying with respect to each
such borrowing: (a) the Series to which such borrowing relates; (b) the name of
the bank, (c) the amount and terms of the borrowing, which may be set forth by
incorporating by reference an attached promissory note, duly endorsed by the
Fund, or other loan agreement, (d) the time and date, if known, on which the
loan is to be entered into, (e) the date on which the loan becomes due and
payable, (f) the total amount payable to the Fund on the borrowing date, (g)
the market value of Securities to be delivered as collateral for such loan,
including the name of the issuer, the title and the number of shares or the
principal amount of any particular Securities, and (h) a statement specifying
whether such loan is for investment purposes or for temporary or emergency
purposes and that such loan is in conformance with the Investment Company Act
of 1940 and the Fund's prospectus. The Custodian shall deliver on the
borrowing date specified in a Certificate the specified collateral and the
executed promissory note, if any, against delivery by the lending bank of the
total amount of the loan payable, provided that the same conforms to the total
amount payable as set forth in the Certificate. The Custodian may, at the
option of the lending bank, keep such collateral in its possession, but such
collateral shall be subject to all rights therein given the lending bank by
virtue of any promissory note or loan

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<PAGE> 21
agreement. The Custodian shall deliver such Securities as additional
collateral as may be specified in a Certificate to collateralize further any
transaction described in this paragraph. The Fund shall cause all Securities
released from collateral status to be returned directly to the Custodian, and
the Custodian shall receive from time to time such return of collateral as may
be tendered to it. In the event that the Fund fails to specify in a
Certificate the Series, the name of the issuer, the title and number of shares
or the principal amount of any particular Securities to be delivered as
collateral by the Custodian, the Custodian shall not be under any obligation to
deliver any Securities.

ARTICLE XV

CONCERNING THE CUSTODIAN

1. Except as hereinafter provided, neither the Custodian nor its
nominee shall be liable for any loss or damage including counsel fees,
resulting from its action or omission to act or otherwise, either hereunder or
under any Margin Account Agreement, except for any such loss or damage arising
out of its own negligence or willful misconduct. The Custodian may, with
respect to questions of law arising hereunder or under any Margin Account
Agreement, apply for and obtain the advice and opinion of counsel to the Fund
or of its own counsel, at the expense of the Fund, and shall be fully protected
with respect to anything done or omitted by it in good faith in conformity with
such advice or opinion. The Custodian shall be liable to the Fund for any loss
or damage resulting from the use of the Book-Entry System or any Depository
arising by reason of any negligence, misfeasance or willful misconduct on the
part of the Custodian or any of its employees or agents.

2. Without limiting the generality of the foregoing, the
Custodian shall be under no obligation to inquire into, and shall not be liable
for:

(a) The validity of the issue of any Securities
purchased, sold, or written by or for the Fund, the legality of the purchase,
sale or writing thereof, or the propriety of the amount paid or received
therefor;

(b) The legality of the sale or redemption of any Shares,
or the propriety of the amount to be received or paid therefor;

(d) The legality of any borrowing by the Fund using
Securities as collateral;

(e) The legality of any loan of portfolio Securities, nor
shall the Custodian be under any duty or obligation to see to it that any cash
collateral delivered to it by a broker, dealer, or financial institution or
held by it at any time as a result of such loan of portfolio Securities of the
Fund is adequate collateral for the Fund against any loss it might sustain as a
result of such loan. The Custodian specifically, but not by way of limitation,
shall not be under any duty or obligation periodically to check or notify the
Fund that the amount of such cash collateral held by it for the Fund is
sufficient collateral for the Fund, but such duty or obligation shall be the
sole responsibility of the Fund. In addition, the Custodian shall be under no
duty or obligation to see that any broker, dealer or financial institution to
which portfolio Securities of the Fund are lent pursuant to Article XIV of this
Agreement makes payment to it of any dividends or interest which are payable to
or for the account of the Fund during the period of such loan or at the
termination of such loan, provided,

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<PAGE> 22
however, that the Custodian shall promptly notify the Fund in the event that
such dividends or interest are not paid and received when due; or

(f) The sufficiency or value of any amounts of money
and/or Securities held in any Margin Account, Senior Security Account, Exempt
Account or Collateral Account in connection with transactions by the Fund. In
addition, the Custodian shall be under no duty or obligation to see that any
broker, dealer, futures commission merchant or Clearing Member makes payment to
the Fund of any variation margin payment or similar payment which the Fund may
be entitled to receive from such broker, dealer, futures commission merchant or
Clearing Member, to see that any payment received by the Custodian from any
broker, dealer, futures commission merchant or Clearing Member is the amount
the Fund is entitled to receive, or to notify the Fund of the Custodian's
receipt or non-receipt of any such payment.

3. The Custodian shall not be liable for, or considered to be the
Custodian of, any money, whether or not represented by any check, draft, or
other instrument for the payment of money, received by it on behalf of the Fund
until the Custodian actually receives and collects such money directly or by
the final crediting of the account representing the Fund's interest at the
Book-Entry System or the Depository.

4. The Custodian shall have no responsibility and shall not be
liable for ascertaining or acting upon any calls, conversions, exchange,
offers, tenders, interest rate changes or similar matters relating to
Securities held in the Depositary, unless the Custodian shall have actually
received timely notice from the Depositary. In no event shall the Custodian
have any responsibility or liability for the failure of the Depositary to
collect, or for the late collection or late crediting by the Depositary of any
amount payable upon Securities deposited in the Depositary which may mature or
be redeemed, retired, called or otherwise become payable. However, upon
receipt of a Certificate from the Fund of an overdue amount on Securities held
in the Depositary the Custodian shall make a claim against the Depositary on
behalf of the Fund, except that the Custodian shall not be under any obligation
to appear in, prosecute or defend any action suit or proceeding in respect to
any Securities held by the Depositary which in its opinion may involve it in
expense or liability, unless indemnity satisfactory to it against all expense
and liability be furnished as often as may be required.

5. The Custodian shall not be under any duty or obligation to
take action to effect collection of any amount due to the Fund from the
Transfer Agent of the Fund nor to take any action to effect payment or
distribution by the Transfer Agent of the Fund of any amount paid by the
Custodian to the Transfer Agent of the Fund in accordance with this Agreement.

6. The Custodian shall not be under any duty or obligation to
take action to effect collection, of any amount, if the Securities upon which
such amount is payable are in default, or if payment is refused after due
demand or presentation, unless and until (i) it shall be directed to take such
action by a Certificate and (ii) it shall be assured to its satisfaction of
reimbursement of its costs and expenses in connection with any such action.

7. The Custodian may appoint one or more banking institutions as
Depository or Depositories, as Sub-Custodian or Sub-Custodians, or as
Co-Custodian or Co-Custodians including, but not limited to, banking
institutions located in foreign countries, of Securities and moneys at any time
owned by the Fund, upon such terms and conditions as may be approved in a
Certificate or contained in an agreement executed by the Custodian, the Fund
and the appointed institution.

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<PAGE> 23
8. The Custodian shall not be under any duty or obligation (a) to
ascertain whether any Securities at any time delivered to, or held by it, for
the account of the Fund and specifically allocated to a Series are such as
properly may be held by the Fund or such Series under the provisions of its
then current prospectus, or (b) to ascertain whether any transactions by the
Fund, whether or not involving the Custodian, are such transactions as may
properly be engaged in by the Fund.

9. The Custodian shall be entitled to receive and the Fund agrees
to pay to the Custodian all out-of-pocket expenses and such compensation as
may be agreed upon from time to time between the Custodian and the Fund. The
Custodian may charge such compensation and any expenses with respect to a
Series incurred by the Custodian in the performance of its duties pursuant to
such agreement against any money specifically allocated to such Series. Unless
and until the Fund instructs the Custodian by a Certificate to apportion any
loss, damage, liability or expense among the Series in a specified manner, the
Custodian shall also be entitled to charge against any money held by it for the
account of a Series such Series' pro rata share (based on such Series net asset
value at the time of the charge to the aggregate net asset value of all Series
at that time) of the amount of any loss, damage, liability or expense,
including counsel fees, for which it shall be entitled to reimbursement under
the provisions of this Agreement. The expenses for which the Custodian shall
be entitled to reimbursement hereunder shall include, but are not limited to
the expenses of sub-custodians and foreign branches of the Custodian incurred
in settling outside of New York City transactions involving the purchase and
sale of Securities of the Fund.

10. The Custodian shall be entitled to rely upon any Certificate,
notice or other instrument in writing received by the Custodian and reasonably
believed by the Custodian to be a Certificate. The Custodian shall be entitled
to rely upon any Oral Instructions and any Written Instructions actually
received by the Custodian hereinabove provided for. The Fund agrees to forward
to the Custodian a Certificate or facsimile thereof confirming such Oral
Instructions or Written Instructions in such manner so that such Certificate or
facsimile thereof is received by the Custodian, whether by hand delivery,
telecopier or other similar device, or otherwise, by the close of business of
the same day that such Oral Instructions or Written Instructions are given to
the Custodian. The Fund agrees that the fact that such confirming
instructions are not received by the Custodian shall in no way affect the
validity of the transactions or enforceability of the transactions hereby
authorized by the Fund. The Fund agrees that the Custodian shall incur no
liability to the Fund in acting upon Oral Instructions or Written Instructions
given to the Custodian hereunder concerning such transactions provided such
instructions reasonably appear to have been received from an Authorized Person.

11. The Custodian shall be entitled to rely upon any instrument,
instruction or notice received by the Custodian and reasonably believed by the
Custodian to be given in accordance with the terms and conditions of any
Margin Account Agreement. Without limiting the generality of the foregoing,
the Custodian shall be under no duty to inquire into, and shall not be liable
for, the accuracy of any statements or representations contained in any such
instrument or other notice including, without limitation, any specification of
any amount to be paid to a broker, dealer, futures commission merchant or
Clearing Member.

12. The books and records pertaining to the Fund which are in the
possession of the Custodian shall be the property of the Fund. Such books and
records shall be prepared and maintained as required by the Investment Company
Act of 1940, as amended, and other applicable securities laws and rules and
regulations. The Fund, or the Fund's authorized representatives shall have
access to such books and records during the Custodian's normal business hours.
Upon the

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<PAGE> 24
reasonable request of the Fund, copies of any such books and records shall be
provided by the Custodian to the Fund or the Fund's authorized representative,
and the Fund shall reimburse the Custodian its expenses of providing such
copies. Upon reasonable request of the Fund, the Custodian shall provide in
hard copy or on micro-film, whichever the Custodian elects, any records
included in any such delivery which are maintained by the Custodian on a
computer disc, or are similarly maintained, and the Fund shall reimburse the
Custodian for its expenses of providing such hard copy or micro-film.

13. The Custodian shall provide the Fund with any report obtained
by the Custodian on the system of internal accounting control of the Book-Entry
System, the Depository, or O.C.C., and with such reports on its own systems of
internal accounting control as the Fund may reasonably request from time to
time.

14. The Fund agrees to indemnify the Custodian against and save
the Custodian harmless from all liability, claims, losses and demands
whatsoever, including attorney's fees, howsoever arising or incurred because of
or in connection with the Custodian's payment or non-payment of checks pursuant
to paragraph 6 of Article XIII as part of any check redemption privilege
program of the Fund, except for any such liability, claim, loss and demand
arising out of the Custodian's own negligence or willful misconduct.

15. Subject to the foregoing provisions of this Agreement, the
Custodian may deliver and receive Securities, and receipts with respect to such
Securities, and arrange for payments to be made and received by the Custodian
in accordance with the customs prevailing from time to time among brokers or
dealers in such Securities.

16. The Custodian shall have no duties or responsibilities
whatsoever except such duties and responsibilities as are specifically set
forth in this Agreement, and no covenant or obligation shall be implied in this
Agreement against the Custodian.

ARTICLE XVI

TERMINAL LINK

1. At not time and under no circumstances shall the Fund be
obligated to have or utilize the Terminal Link, and the provisions of this
Article shall apply if, but only if, the Fund in its sole and absolute
discretion elects to utilize the Terminal Link to transmit Certificates to the
Custodian.

2. The Terminal Link shall be utilized by the Fund only for the
purpose of the Fund providing Certificates to the Custodian with respect to
transactions involving Securities or for the transfer of money to be applied to
the payment of dividends, distributions or redemptions of Fund Shares, and
shall be utilized by the Custodian only for purpose of providing notices to the
Fund. Such use shall commence only after the Fund shall have delivered to the
Custodian a Certificate substantially in the form of Appendix 1 and shall have
established access codes and safekeeping procedures to safeguard and protect
the confidentiality and availability of such access codes. Each use of the
Terminal Link by the Fund shall constitute a representation and warranty that
the Terminal Link is being used only for the purposes permitted hereby, that at
least two Officers have each utilized in access code, that such safekeeping
procedures have been established by the Fund, and that such use does not
contravene the Investment Company Act of 1940, as amended, or the rules or
regulations thereunder.

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<PAGE> 25
3. The Fund shall obtain and maintain at its own cost and expense
all equipment and services, including, but not limited to communications
services, necessary for it to utilize the Terminal Link, and the Custodian
shall not be responsible for the reliability or availability of any such
equipment or services.

4. The Fund acknowledges that any data bases made available as
part of, or through the Terminal Link and any proprietary data, software,
processes, information and documentation (other than which are or become part
of the public domain or are legally required to be made available to the
public) (collectively, the "Information"), are the exclusive and confidential
property of the Custodian. The Fund shall, and shall cause others to which it
discloses the Information, to keep the Information confidential by using the
same care and discretion it uses with respect to its own confidential property
and trade secrets, and shall neither make nor permit any disclosure without the
express prior written consent of the Custodian.

5. Upon termination of this Agreement for any reason, the Fund
shall return to the Custodian any and all copies of the Information which are
in the Fund's possession or under its control, or which the Fund distributed to
third parties. The provisions of this Article shall not affect the copyright
status of any of the Information which may be copyrighted and shall apply to
all Information whether or not copyrighted.

6. The Custodian reserves the right to modify the Terminal Link
from time to time without notice to the Fund, except that the Custodian shall
give the Fund notice not less than 75 days in advance of any modification which
would materially adversely affect the Fund's operation, and the Fund agrees not
to modify or attempt to modify the Terminal Link without the Custodian's prior
written consent. The Fund acknowledges that any software or procedures
provided the Fund as part of the Terminal Link are the property of the
Custodian and, accordingly, the Fund agrees that any modifications to the
Terminal Link, whether by the Fund or the Custodian and whether with or without
the Custodian's consent, shall become the property of the Custodian.

7. Neither the Custodian nor any manufacturers and suppliers it
utilizes or the Fund utilizes in connection with the Terminal Link makes any
warranties or representations, express or implied, in fact or in law, including
but not limited to warranties of merchantability and fitness for a particular
purpose.

8. The Fund will cause its Officers and employees to treat the
authorization codes and the access codes applicable to Terminal Link with
extreme care, and irrevocably authorizes the Custodian to act in accordance
with and rely on Certificates received by it through the Terminal Link. The
Fund acknowledges that it is its responsibility to assure that only its
Officers use the Terminal Link on its behalf, and that the Custodian shall not
be responsible nor liable for use of the Terminal Link on the Fund's behalf by
persons other than Officers or by only a single Officer.

9. (a) Except as otherwise specifically provided in Section
9(b) of this Article, the Custodian shall have no liability for any losses,
damages, injuries, claims, costs or expenses arising out of or in connection
with any failure, malfunction or other problem relating to the Terminal Link
except for money damages suffered as the direct result of the negligence of the
Custodian in an amount not exceeding for any incident $25,000, provided
however, that the Custodian shall have no liability under this Section 9 if the
Fund fails to comply with the provisions of Section 11.

(b) The Custodian's liability for its negligence in
executing or failing to act in accordance with a Certificate received through
Terminal Link shall be only with respect to a transfer

25
<PAGE> 26
of funds which is not made in accordance with such Certificate after such
Certificate shall have been duly acknowledged by the Custodian, and shall be
contingent upon the Fund complying with the provisions of Section 11 of this
Article, and shall be limited to (i) restoration of the principal amount
mistransferred, if and to the extent that the Custodian would be required to
make such restoration under applicable law, and (ii) the lesser of (A) the
Fund's actual pecuniary loss incurred by reason of its loss of use of the
mistransferred funds or the funds which were not transferred, as the case may
be, or (B) compensation for the loss of use of the mistransferred funds or the
funds which were not transferred, as the case may be, at a rate per annum equal
to the average federal funds rate as computed from the Federal Reserve Bank of
New York's daily determination of the effective rate for federal funds, for the
period during which the Fund has lost use of such funds. In no event shall the
Custodian have any liability for failing to transfer funds in accordance with a
Certificate received by the Custodian through Terminal Link other than through
the applicable transfer module for the particular instructions contained in
such Certificate.

10. Without limiting the generality of the foregoing, in no event
shall the Custodian or any manufacturer or supplier of its computer equipment,
software or services relating to the Terminal Link be responsible for any
special, indirect, incidental or consequential damages which the Fund may incur
or experience by reason of its use of the Terminal Link, even if the Custodian
or any manufacturer or supplier has been advised of the possibility of such
damages, nor with respect to the use of the Terminal Link shall the Custodian
or any such manufacturer or supplier be liable for acts of God, or with respect
to the following to the extent beyond such person's reasonable control: machine
or computer breakdown or malfunction, interruption or malfunction of
communication facilities, labor difficulties or any other similar or dissimilar
cause.

11. The Fund shall notify the Custodian of any errors, omissions
or interruptions in, or delay or unavailability of, the Terminal Link as
promptly as practicable, and in any event within 24 hours after the earliest of
(i) discovery thereof, (ii) the business day on which discovery should have
occurred through the exercise of reasonable care, and (iii) in the case of any
error, the date of actual receipt of the earliest notice which reflects such
error, it being agreed that discovery and receipt of notice may only occur on a
business day. The Custodian shall promptly advise the Fund whenever the
Custodian learns of any errors, omissions or interruption in, or delay or
unavailability of, the Terminal Link.

12. The Custodian shall verify to the Fund, by use of the Terminal
Link, receipt of each Certificate the Custodian receives through the Terminal
Link, and in the absence of such verification the Custodian shall not be liable
for any failure to act in accordance with such Certificate and the Fund may
not claim that such Certificate was received by the Custodian. Such
verification, which may occur after the Custodian has acted upon such
Certificate, shall be accomplished on the same day on which such Certificate
is received.

ARTICLE XVII

TERMINATION

1. Either of the parties hereto may terminate this Agreement by
giving to the other party a notice in writing specifying the date of such
termination, which shall be not less than ninety (90) days after the date of
giving of such notice. In the event such notice is given by the Fund, it
shall be accompanied by a copy of a resolution of the Board of Trustees of the
Fund, certified by the Secretary, the Clerk, any Assistant Secretary or any
Assistant Clerk, electing to terminate this

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<PAGE> 27
Agreement and designating a successor custodian or custodians, each of which
shall be a bank or trust company having not less than $2,000,000 aggregate
capital, surplus and undivided profits. In the event such notice is given by
the Custodian, the Fund shall, on or before the termination date, deliver to
the Custodian a copy of a resolution of the Board of Trustees of the Fund,
certified by the Secretary, the Clerk, any Assistant Secretary or any Assistant
Clerk, designating a successor custodian or custodians. In the absence of such
designation by the Fund, the Custodian may designate a successor custodian
which shall be a bank or trust company having not less than $2,000,000
aggregate capital, surplus and undivided profits. Upon the date set forth in
such notice this Agreement shall terminate, and the Custodian shall upon
receipt of a notice of acceptance by the successor custodian on that date
deliver directly to the successor custodian all Securities and moneys then
owned by the Fund and held by it as Custodian, after deducting all fees,
expenses and other amounts for the payment or reimbursement of which it shall
then be entitled.

2. If a successor custodian is not designated by the Fund or the
Custodian in accordance with the preceding paragraph, the Fund shall upon the
date specified in the notice of termination of this Agreement and upon the
delivery by the Custodian of all Securities (other than Securities held in the
Book-Entry System which cannot be delivered to the Fund) and moneys then owned
by the Fund be deemed to be its own custodian and the Custodian shall thereby
be relieved of all duties and responsibilities pursuant to this Agreement,
other than the duty with respect to Securities held in the Book Entry System
which cannot be delivered to the Fund to hold such Securities hereunder in
accordance with this Agreement.

ARTICLE XVIII

MISCELLANEOUS

1. Annexed hereto as Appendix A is a Certificate signed by two of
the present Officers of the Fund under its seal, setting forth the names and
the signatures of the present Authorized Persons. The Fund agrees to furnish
to the Custodian a new Certificate in similar form in the event that any such
present Authorized Person ceases to be an Authorized Person or in the event
that other or additional Authorized Persons are elected or appointed. Until
such new Certificate shall be received, the Custodian shall be fully protected
in acting under the provisions of this Agreement upon Oral Instructions or
signatures of the present Authorized Persons as set forth in the last delivered
Certificate.

2. Annexed hereto as Appendix B is a Certificate signed by two of
the present Officers of the Fund under its seal, setting forth the names and
the signatures of the present Officers of the Fund. The Fund agrees to furnish
to the Custodian a new Certificate in similar form in the event any such
present Officer ceases to be an Officer of the Fund, or in the event that other
or additional Officers are elected or appointed. Until such new Certificate
shall be received, the Custodian shall be fully protected in acting under the
provisions of this Agreement upon the signatures of the Officers as set forth
in the last delivered Certificate.

3. Any notice or other instrument in writing, authorized or
required by this Agreement to be given to the Custodian, shall be sufficiently
given if addressed to the Custodian and mailed or delivered to it at its
offices at 90 Washington Street, New York, New York 10015, or at such other
place as the Custodian may from time to time designate in writing.

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4. Any notice or other instrument in writing, authorized or
required by this Agreement to be given to the Fund shall be sufficiently given
if addressed to the Fund and mailed or delivered to it at its office at the
address for the Fund first above written, or at such other place as the Fund
may from time to time designate in writing.

5. This Agreement may not be amended or modified in any manner
except by a written agreement executed by both parties with the same formality
as this Agreement and approved by a resolution of the Board of Trustees of the
Fund.

6. This Agreement shall extend to and shall be binding upon the
parties hereto, and their respective successors and assigns; provided, however,
that this Agreement shall not be assignable by the Fund without the written
consent of the Custodian, or by the Custodian without the written consent of
the Fund, authorized or approved by a resolution of the Fund's Board of
Trustees.

7. This Agreement shall be construed in accordance with the laws
of the State of New York.

8. This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original, but such counterparts shall,
together, constitute only one instrument.

9. A copy of the Declaration of Trust of the Fund is on file with
the Secretary of The Commonwealth of Massachusetts, and notice is hereby given
that this instrument is executed on behalf of the Board of Trustees of the Fund
as Trustees and not individually and that the obligations of this instrument
are not binding upon any of the Trustees or shareholders individually but are
binding only upon the assets and property of the Fund; provided, however, that
the Declaration of Trust of the Fund provides that the assets of a particular
Series of the Fund shall under no circumstances be charged with liabilities
attributable to any other Series of the Fund and that all persons extending
credit to, or contracting with or having any claim against a particular Series
of the Fund shall look only to the assets of that particular Series for payment
of such credit, contract or claim.

28
<PAGE> 29
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective Officers, thereunto duly authorized and their
respective seals to be hereunto affixed, as of the day and year first above
written.

AIM FUNDS GROUP

By: /s/ JOHN J. ARTHUR
----------------------------
Attest:

/s/ P. MICHELLE GRACE
- ----------------------------

THE BANK OF NEW YORK

By: /s/ FRED J. RICCIARDI
----------------------------

Attest:

/s/ MARJORIE MCLAUGHLIN
- ----------------------------

29
<PAGE> 30
APPENDIX A

I, Robert H. Graham, President and I, Carol F. Relihan, Vice President
and Secretary of AIM FUNDS GROUP, a Delaware business trust (the "Fund"), do
hereby certify that:

The following individuals have been duly authorized by the Board of
Trustees of the Fund in conformity with the Funds Declaration of Trust and
By-Laws to give Oral Instructions and Written Instructions on behalf of the
Fund, and the signatures set forth opposite their respective names are their
true and correct signatures:

<TABLE>
<CAPTION>
NAME SIGNATURE
<S> <C>
Charles T. Bauer /s/ CHARLES T. BAUER
Chairman -------------------------------------------

Robert H. Graham /s/ ROBERT H. GRAHAM
President -------------------------------------------

John J. Arthur /s/ JOHN J. ARTHUR
Senior Vice President and Treasurer -------------------------------------------

Gary T. Crum /s/ GARY T. CRUM
Senior Vice President -------------------------------------------

Carol F. Relihan /s/ CAROL F. RELIHAN
Vice President and Secretary -------------------------------------------

Robert G. Alley /s/ ROBERT G. ALLEY
Vice President -------------------------------------------

Stuart W. Coco /s/ STUART W. COCO
Vice President -------------------------------------------

Melville B. Cox /s/ MELVILLE B. COX
Vice President -------------------------------------------

Karen Dunn Kelley /s/ KAREN DUNN KELLEY
Vice President -------------------------------------------

Jonathan C. Schoolar /s/ JONATHAN C. SCHOOLAR
Vice President -------------------------------------------

Dana R. Sutton /s/ DANA R. SUTTON
Vice President and Assistant Treasurer -------------------------------------------
</TABLE>

30
<PAGE> 31
<TABLE>
<S> <C>
(SEAL) Dated this 19th day of October, 1995

/s/ ROBERT H. GRAHAM
-------------------------------------------
Robert H. Graham

/s/ CAROL F. RELIHAN
-------------------------------------------
Carol F. Relihan

</TABLE>

31
<PAGE> 32
APPENDIX B

I, Robert H. Graham, President and I, Carol F. Relihan, Vice President
and Secretary of AIM FUNDS GROUP, a Delaware business trust (the "Fund"), do
hereby certify that:

The following individuals serve in the following positions with the
Fund and each has been duly elected or appointed by the Board of Trustees of
the Fund to each such position and qualified therefor in conformity with the
Fund's Declaration of Trust and By-Laws, and the signatures set forth opposite
their respective names are their true and correct signatures: