<PAGE> 1
EXHIBIT a(2)(d)
AMENDMENT NO. 3
TO
AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
OF
AIM FUNDS GROUP
This Amendment No. 3 to the Amended and Restated Agreement and
Declaration of Trust of AIM Funds Group (this "Amendment") amends, effective as
of June 14, 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. 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.
2. All references in the Restated Agreement to "this Agreement" shall
mean the Restated Agreement as amended by this Amendment and all prior
amendments thereto.
3. 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 14, 2000.
/s/ ROBERT H. GRAHAM
--------------------------------
Name: Robert H. Graham
Title: President
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EXHIBIT 1 TO AMENDMENT NO. 3
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 AIM European Small Company Fund
----------------- -------------------------------
Class A Shares Class A Shares
Class B Shares Class B Shares
Class C Shares Class C Shares
AIM Global Utilities Fund AIM International Emerging Growth Fund
------------------------- --------------------------------------
Class A Shares Class A Shares
Class B Shares Class B Shares
Class C Shares Class C Shares
AIM New Technology Fund AIM Select Growth Fund
----------------------- ----------------------
Class A Shares Class A Shares
Class B Shares Class B Shares
Class C Shares Class C Shares
AIM Small Cap Equity Fund AIM Value Fund
------------------------- --------------
Class A Shares Class A Shares
Class B Shares Class B Shares
Class C Shares Class C Shares
AIM Value II Fund
-----------------
Class A Shares
Class B Shares
Class C Shares"
2
