EXHIBIT a(1)(d)
AMENDMENT NO. 3
TO
AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
OF
AIM FUNDS GROUP
This Amendment No. 3 to the Amended and Restated Agreement and
Declaration of Trust of AIM Funds Group (this "Amendment") amends, effective as
of June 11, 2003, 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. Section 3.2 of the Agreement is hereby deleted in its entirety
and replaced with the following:
"Section 3.2 Trustees. The number of Trustees shall be such
number as shall be fixed from time to time by a majority of the
Trustees; provided, however, that the number of Trustees shall in no
event be less than two (2) nor more than sixteen (16). The initial
Trustees are those first identified above."
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 June 11, 2003.
By: /s/ Xxxxxx X. Xxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxx
Title: President
