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EXHIBIT a(2)(b)
AMENDMENT NO. 1
TO
AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
OF
AIM FUNDS GROUP
This Amendment No. 1 to the Amended and Restated Agreement and
Declaration of Trust of AIM Funds Group (this "Amendment") amends, effective as
of December 21, 1998, the Amended and Restated Agreement and Declaration of
Trust of AIM Funds Group dated as of November 5, 1998 (the "Restated
Agreement").
Background
A. On September 25, 1998, the Trustees, by a Majority Trustee Vote,
approved the reclassification of issued and outstanding Class A Shares of AIM
Money Market Fund, a portfolio of AIM Funds Group (the "Trust"), as AIM Cash
Reserve Shares of AIM Money Market Fund (the "Reclassification"), pursuant to a
Plan of Reclassification for the Class A Shares of AIM Money Market Fund (the
"Plan"), subject to approval of the Plan by the holders of such Class A Shares.
B. The Shareholders of Class A Shares of AIM Money Market Fund
approved the Plan, and all issued and outstanding Class A Shares of AIM Money
Market Fund were reclassified as AIM Cash Reserve Shares of AIM Money
Market Fund on December 21, 1998 at 9:00 a.m. Eastern Time. No Class A Shares of
AIM Money Market Fund remain outstanding.
C. The Plan provides for the amendment to the Restated Agreement to
eliminate the Class A Shares of AIM Money Market Fund as a class established
thereunder as soon as practicable after the Reclassification occurs, and the
Board of Trustees has approved this amendment to reflect such elimination.
D. 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. Schedule A of the Restated Agreement is hereby amended and
restated to read in full as set forth on Exhibit 1 to this Amendment.
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3. All references in the Restated Agreement to "this Agreement"
shall mean the Restated Agreement as amended by this Amendment.
4. Except as specifically amended by this Amendment, the Restated
Agreement 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 December 21, 1998.
/s/ XXXXXX X. XXXXXX
-----------------------------
Name: Xxxxxx X. Xxxxxx
Title: President
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EXHIBIT 1 TO AMENDMENT NO. 1
DATED AS OF DECEMBER 21, 1998
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 Money Market Fund
----------------- ---------------------
Class A Shares Class B Shares
Class B Shares Class C Shares
Class C Shares AIM Cash Reserve Shares
AIM Global Utilities Fund AIM Municipal Bond Fund
------------------------- -----------------------
Class A Shares Class A Shares
Class B Shares Class B Shares
Class C Shares Class C Shares
AIM High Yield Fund AIM Select Growth Fund
------------------- ----------------------
Class A Shares Class A Shares
Class B Shares Class B Shares
Class C Shares Class C Shares
AIM Income Fund AIM Value Fund
--------------- --------------
Class A Shares Class A Shares
Class B Shares Class B Shares
Class C Shares Class C Shares
AIM Intermediate Government Fund
--------------------------------
Class A Shares
Class B Shares
Class C Shares
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