AMENDMENT NO. 4 TO
AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF
AIM FUNDS GROUP
This Amendment No. 4 (the "Amendment") to the Amended and
Restated Agreement and Declaration of Trust of AIM Funds Group (the "Trust")
amends, effective as of May 1, 2008, the Amended and Restated Agreement and
Declaration of Trust of the Trust dated as of September 14, 2005, as amended
(the "Agreement").
Under Section 9.7 of the Agreement, this Amendment may be
executed by a duly authorized officer of the Trust.
WHEREAS, the Shareholders of the Trust approved this amendment
to eliminate the requirement that shareholders approve the termination of the
Trust, the Fund or a share class if there are 100 or more holders of record of
the Trust, Fund or share class;
NOW, THEREFORE, the Agreement is hereby amended as follows:
1. The first paragraph of Section 6.1 of the Agreement is amended
and restated to read as follows:
"Section 6.1 Voting Powers. The Shareholders shall have power
to vote only to: (i) elect Trustees, provided that a meeting
of Shareholders has been called for that purpose; (ii) remove
Trustees, provided that a meeting of Shareholders has been
called for that purpose; (iii) approve the sale of all or
substantially all the assets of the Trust or any Portfolio or
Class, unless the primary purpose of such sale is to change
the Trust's domicile or form of organization or form of
statutory trust; (iv) approve the merger or consolidation of
the Trust or any Portfolio or Class with and into another
Company or with and into any Portfolio or Class of the Trust,
unless (A) the primary purpose of such merger or consolidation
is to change the Trust's domicile or form of organization or
form of statutory trust, or (B) after giving effect to such
merger or consolidation, based on the number of Outstanding
Shares as of a date selected by the Trustees, the Shareholders
of the Trust or such Portfolio or Class will have a majority
of the outstanding shares of the surviving Company or
Portfolio or Class thereof, as the case may be; (v) approve
any amendment to this Article VI, Section 6.1; and (vi)
approve such additional matters as may be required by law or
as the Trustees, in their sole discretion, shall determine."
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.
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IN WITNESS WHEREOF, the undersigned, a duly authorized officer
of the Trust, has executed this Amendment as of May 1, 2008.
By:
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Name:
Title: President
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