AMENDMENT NO. 5 TO AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF AIM FUNDS GROUP

                                                               SUB-ITEM 77Q1(a)



                                AMENDMENT NO. 5
                            TO AMENDED AND RESTATED
                     AGREEMENT AND DECLARATION OF TRUST OF
                                AIM FUNDS GROUP



         This Amendment No. 5 to the Amended and Restated Agreement and
Declaration of Trust of AIM Funds Group (this "Amendment") amends, effective as
of February 19, 2004, the Amended and Restated Agreement and Declaration of
Trust of AIM Funds Group (the "Trust") dated as of May 15, 2002, as amended
(the "Agreement").

         Under Section 9.7 of the Agreement, this Amendment may be executed by
a duly authorized officer of the Trust.

         NOW, THEREFORE, the Agreement is hereby amended as follows:

         1. Schedule A of the 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 Agreement to "this Agreement" shall mean the
Agreement as amended by this Amendment.

         3. Except as specifically amended by this Amendment, the 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 February 19, 2004.




                                      By:    /s/ Xxxxxx X. Xxxxxx
                                             ----------------------------------
                                      Name:  Xxxxxx X. Xxxxxx
                                      Title: President



                                AMENDMENT NO. 5
                                       TO
                              AMENDED AND RESTATED
                       AGREEMENT AND DECLARATION OF TRUST
                                       OF
                                AIM FUNDS GROUP


                                  "SCHEDULE A

                                AIM FUNDS GROUP
                         PORTFOLIOS AND CLASSES THEREOF



PORTFOLIO                                       CLASSES OF EACH PORTFOLIO
---------                                       -------------------------

AIM Balanced Fund                               Class A Shares
                                                    Class B Shares
                                                    Class C Shares
                                                    Class R Shares
                                                Institutional Class Shares

AIM Basic Balanced Fund                         Class A Shares
                                                    Class B Shares
                                                    Class C Shares
                                                    Class R Shares
                                                Institutional Class Shares

AIM European Small Company Fund                 Class A Shares
                                                    Class B Shares
                                                    Class C Shares
                                                Institutional Class Shares

AIM Global Value Fund                           Class A Shares
                                                    Class B Shares
                                                    Class C Shares
                                                Institutional Class Shares

AIM International Emerging Growth Fund          Class A Shares
                                                    Class B Shares
                                                    Class C Shares
                                                Institutional Class Shares

AIM Mid Cap Basic Value Fund                    Class A Shares
                                                    Class B Shares
                                                    Class C Shares
                                                    Class R Shares
                                                Institutional Class Shares

AIM Premier Equity Fund                         Class A Shares
                                                    Class B Shares
                                                    Class C Shares
                                                    Class R Shares
                                                Institutional Class Shares

AIM Select Equity Fund                          Class A Shares
                                                    Class B Shares
                                                    Class C Shares
                                                Institutional Class Shares

AIM Small Cap Equity Fund                       Class A Shares
                                                    Class B Shares
                                                    Class C Shares
                                                    Class R Shares
                                                Institutional Class Shares"