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EXHIBIT a(2)(c)
AMENDMENT NO. 2
TO
AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
OF
AIM FUNDS GROUP
This Amendment No. 2 to the Amended and Restated Agreement and
Declaration of Trust of AIM Funds Group (this "Amendment") amends, effective as
of June 1, 2000, the Amended and Restated Agreement and Declaration of Trust of
AIM Funds Group dated as of November 5, 1998 (the "Restated Agreement").
Under Section 9.7 of the Restated Agreement, this Amendment may be
executed by a duly authorized officer of the Trust.
NOW, THEREFORE, the Restated Agreement is hereby amended as follows:
1. Unless defined herein, each capitalized term used in this Amendment
shall have the meaning given it in the Restated Agreement.
2. A new Section 1.2(j) is hereby added to the Restated Agreement to
read in full as follows:
"(j) `fund complex' has the meaning specified in
Regulation 14A under the Securities Exchange Act of
1934, as amended from time to time;"
With the addition of new Section 1.2(j) above, existing
Sections 1.2(j) through 1.2(z) are hereby renumbered as Sections 1.2(k) through
1.2(aa), respectively.
3. Section 2.6(a) is hereby amended and restated in its entirety to
read as follows:
"(a) Subject to the provisions of paragraph (c) below, all
Class B Shares other than those purchased through the
reinvestment of dividends and distributions shall
automatically convert to Class A Shares at the end of
the month which is eight (8) years after the date on
which a shareholder's order to purchase such shares
was accepted."
4. The first sentence of Section 4.3 is hereby amended and restated in
its entirety to read as follows:
"The Board of Trustees or any committee thereof shall act by
majority vote of those present at a meeting duly called
(including a meeting by telephonic or other electronic means,
unless the 1940 Act requires that a particular action be taken
only at a meeting of the Trustees in person) at which a quorum
required by the Bylaws is present or by written consent of at
least seventy-five percent (75%) of
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the Trustees or committee, as the case may be, without a
meeting, provided that the writing or writings are filed with
the minutes of proceedings of the Board or committee."
5. A new Section 4.7 is hereby added to the Restated Agreement to read
in full as follows:
"Section 4.7. Independent or Disinterested Trustee. A Trustee
who is not an interested person of the Trust shall be deemed
to be independent and disinterested under the Delaware Act and
other applicable Delaware law when making any determinations
or taking any action as a Trustee. Service by a person as a
trustee or a director of one or more trusts, corporations or
other entities of a fund complex shall not be considered in
determining whether a trustee is independent or disinterested
under the Delaware Act and other applicable Delaware law."
6. Schedule A of the Restated Agreement is hereby amended and restated
to read in its entirety as set forth on Exhibit 1 to this Amendment.
7. All references in the Restated Agreement to "this Agreement" shall
mean the Restated Agreement as amended by this Amendment and all prior
amendments thereto.
8. Except as specifically amended by this Amendment, the Restated
Agreement (including all prior amendments) is hereby confirmed and remains in
full force and effect.
IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the
Trust, has executed this Amendment as of June 1, 2000.
/s/ ROBERT H. GRAHAM
---------------------
Name: Robert H. Graham
Title: President
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EXHIBIT 1 TO AMENDMENT NO. 2
TO
AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
OF
AIM FUNDS GROUP
"SCHEDULE A
AIM FUNDS GROUP
PORTFOLIOS AND CLASSES THEREOF
AIM Balanced Fund
-------------------------
Class A Shares
Class B Shares
Class C Shares
AIM Global Utilities Fund
-------------------------
Class A Shares
Class B Shares
Class C Shares
AIM Select Growth Fund
-------------------------
Class A Shares
Class B Shares
Class C Shares
AIM Value Fund
-------------------------
Class A Shares
Class B Shares
Class C Shares"
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