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EXHIBIT b(3)(c)
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."
