Sub-Item 77Q1(a)
AMENDMENT NO. 2
TO
AMENDED AND RESTATED BYLAWS OF AIM FUNDS GROUP
(a Delaware Business Trust)
Adopted effective June 14, 2000
This Amendment No. 2 to the Amended and Restated Bylaws of AIM Funds
Group amends the Amended and Restated Bylaws initially adopted effective
November 5, 1998, as amended (the "Bylaws").
1. Article IV, Section 8 is hereby restated in its entirety
to read as follows:
"Section 8. Quorum. The holders of one-third of the
Outstanding Shares 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. Notwithstanding the preceding sentence,
with respect to any matter which by applicable law or by
the Agreement requires the separate approval of one or
more Classes or Portfolios, the holders of one-third of
the Outstanding Shares of each such Class or Portfolio (or
of such Classes or Portfolios voting together as a single
class) entitled to vote on the matter shall constitute a
quorum. If, however, such quorum shall not be present or
represented at any meeting of the Shareholders, the vote
of the holders of a majority of Shares cast shall have
power to adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a
quorum shall be 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."
2. A new Article IV, Section 14 is hereby added to the Bylaws to read
in full as follows:
"Section 14. Record Date. The Board of Trustees may set a
record date for the purpose of making any proper
determination with respect to Shareholders, including, but
not limited to, which Shareholders are entitled to notice
of a meeting or to vote at a meeting. The record date may
not be prior to the close of business on the day the
record date is fixed and shall be not more than 90 days
before the date on which the action requiring the
determination will be taken."
3. A new Article IV, Section 15 is hereby added to the Bylaws to read
in full as follows:
"Section 15. Adjournments. A meeting of Shareholders
convened on the date for which it was called may be
adjourned from time to time without further notice to
Shareholders to a date not more than 120 days after the
original record date. A meeting of Shareholders may not be
adjourned for more than 120 days after the original record
date for such meeting without giving the Shareholders
notice of the adjournment and the new meeting date."
<PAGE>
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 _______________, 2000.
---------------------
Name: Robert H. Graham
Title: President
<PAGE>
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"
