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EXHIBIT a(2)(c)
AMENDMENT NO. 2
TO
AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
OF
AIM FUNDS GROUP
This Amendment No. 2 to the Amended and Restated Agreement and Declaration
of Trust of AIM Funds Group (this "Amendment") amends, effective as of
____________, 2000, the Amended and Restated Agreement and Declaration of Trust
of AIM Funds Group dated as of November 5, 1998 (the "Restated Agreement").
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. A new Section 1.2(j) is hereby added to the Restated Agreement to read
in full as follows:
"(j) `fund complex' has the meaning specified in Regulation 14A under
the Securities Exchange Act of 1934, as amended from time to time;"
With the addition of new Section 1.2(j) above, existing Sections 1.2(j)
through 1.2(z) are hereby renumbered as Sections 1.2(k) through 1.2(aa),
respectively.
3. Section 2.6(a) is hereby amended and restated in its entirety to read as
follows:
"(a) Subject to the provisions of paragraph (c) below, all Class B
Shares other than those purchased through the reinvestment of
dividends and distributions shall automatically convert to Class A
Shares at the end of the month which is eight (8) years after the
date on which a shareholder's order to purchase such shares was
accepted."
4. The first sentence of Section 4.3 is hereby amended and restated in its
entirety to read as follows:
"The Board of Trustees or any committee thereof shall act by majority
vote of those present at a meeting duly called (including a meeting by
telephonic or other electronic means, unless the 1940 Act requires that
a particular action be taken only at a meeting of the Trustees in
person) at which a quorum required by the Bylaws is present or by
written consent of at least seventy-five percent (75%) of
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the Trustees or committee, as the case may be, without a meeting,
provided that the writing or writings are filed with the minutes of
proceedings of the Board or committee."
5. A new Section 4.7 is hereby added to the Restated Agreement to read in
full as follows:
"Section 4.7. Independent or Disinterested Trustee. A Trustee who is not
an interested person of the Trust shall be deemed to be independent and
disinterested under the Delaware Act and other applicable Delaware law
when making any determinations or taking any action as a Trustee.
Service by a person as a trustee or a director of one or more trusts,
corporations or other entities of a fund complex shall not be considered
in determining whether a trustee is independent or disinterested under
the Delaware Act and other applicable Delaware law."
6. Schedule A of the Restated Agreement is hereby amended and restated to
read in its entirety as set forth on Exhibit 1 to this Amendment.
7. All references in the Restated Agreement to "this Agreement" shall mean
the Restated Agreement as amended by this Amendment and all prior amendments
thereto.
8. Except as specifically amended by this Amendment, the Restated Agreement
(including all prior amendments) 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 _______________, 2000.
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Name: Xxxxxx X. Xxxxxx
Title: President
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EXHIBIT 1 TO AMENDMENT NO. 2
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
-----------------
Class A Shares
Class B Shares
Class C Shares
AIM Global Utilities Fund
-------------------------
Class A Shares
Class B Shares
Class C Shares
AIM Select Growth Fund
----------------------
Class A Shares
Class B Shares
Class C Shares
AIM Value Fund
Class A Shares
Class B Shares
Class C Shares"
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