<PAGE>
FIFTH AMENDMENT
TO
AGREEMENT AND DECLARATION OF TRUST
OF
AIM INVESTMENT FUNDS
THIS FIFTH AMENDMENT TO AGREEMENT AND DECLARATION OF TRUST OF AIM
INVESTMENT FUNDS (the "Amendment") is entered into as of the 11th day of
February, 2000, among C. Derek Anderson, Frank S. Bayley, Robert H. Graham and
Ruth H. Quigley, 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 Investment Funds, a Delaware business trust
(the "Trust"), entered into as of May 7, 1998, as amended (the "Agreement").
WHEREAS, Sections 2.3 and 9.7 of the Agreement empower the Trustees
without Shareholder action to amend the Agreement in order to change the
designations of the Portfolios and the Classes thereof; and
WHEREAS, the Trustees on November 3, 1999, acting pursuant to
Section 9.3 of the Agreement, approved the termination of the Advisor Classes
of the Portfolios and the conversion of shares of such Advisor Classes into
shares of Class A of the Portfolios;
NOW, THEREFORE, the Trustees hereby amend the Agreement as follows:
1. Capitalized terms not specifically defined in this
Amendment shall have the meanings ascribed to them in the Agreement.
2. Schedule A of the Agreement is hereby deleted in its
entirety and a new Schedule A to the Agreement is substituted to read in its
entirety as follows:
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"SCHEDULE A
AIM Investment Funds shall be divided into the following Portfolios,
each of which shall have three Classes (Class A, Class B and Class C):
AIM Developing Markets Fund
AIM Global Growth & Income Fund
AIM Latin American Growth Fund
AIM Global Consumer Products and Services Fund
AIM Global Financial Services Fund
AIM Global Health Care Fund
AIM Global Infrastructure Fund
AIM Global Resources Fund
AIM Global Telecommunications and Technology Fund
AIM Global Government Income Fund
AIM Emerging Markets Debt Fund
AIM Strategic Income Fund
Dated: February 11th, 2000"
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3. Except for the above change in Schedule A to the Agreement,
the Agreement shall in all other respects remain in full force and effect.
4. 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.
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IN WITNESS WHEREOF, the undersigned, being all of the
Trustees of the Trust, have executed this Fifth Amendment
to Agreement and Declaration of Trust of AIM Investment Funds as of the day and
year first above written.
/s/ C. DEREK ANDERSON /s/ ROBERT H. GRAHAM
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C. Derek Anderson, Trustee Robert H. Graham, Trustee
/s/ FRANK S. BAYLEY /s/ RUTH H. QUIGLEY
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Frank S. Bayley, Trustee Ruth H. Quigley, Trustee
[THIS IS THE SIGNATURE PAGE FOR
THE FIFTH AMENDMENT TO AGREEMENT AND DECLARATION OF TRUST
OF AIM INVESTMENT FUNDS]
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