AMENDMENT NO. 1 TO AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF AIM FUNDS GROUP

                                                                SUB-ITEM 77Q1(a)


                                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 July 1, 2002, the Amended and Restated Agreement and Declaration of Trust of
AIM Funds Group (the "Trust") dated as of May 15, 2002 (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 deleted in its entirety and
replaced with the following:

                                   "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

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

AIM Global Utilities Fund                          Class A Shares
                                                   Class B Shares
                                                   Class C Shares

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



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

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

AIM New Technology Fund                            Class A Shares
                                                   Class B Shares
                                                   Class C Shares
AIM Select Equity Fund                             Class A Shares
                                                   Class B Shares
                                                   Class C Shares

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

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

AIM Premier Equity II Fund                         Class A Shares
                                                   Class B Shares
                                                   Class C Shares

AIM Worldwide Spectrum Fund                        Class A Shares
                                                   Class B Shares
                                                   Class C Shares"


        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 May 15, 2002.


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