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EXHIBIT 1(b)
FIRST AMENDMENT
TO
AGREEMENT AND DECLARATION OF TRUST
OF
AIM FUNDS GROUP
THIS FIRST AMENDMENT TO AGREEMENT AND DECLARATION OF TRUST OF AIM
FUNDS GROUP (the "Amendment") is entered into the 11th day of September, 1993,
among ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, III, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇, as
trustees, and each person who became or becomes a shareholder in accordance
with the terms set forth in that certain Agreement and Declaration of Trust of
AIM Funds Group entered into as of May 5, 1993 (the "Agreement").
WHEREAS, Section 9.7 of the Agreement authorizes the Trustees without
Shareholder vote to amend or otherwise supplement the Agreement by making an
amendment;
WHEREAS, Section 4.1(o) of the Agreement authorizes the Trustees to
establish separate and distinct Portfolios with separately defined investment
objectives and policies and distinct investment purposes in accordance with the
provisions of Article II of the Agreement and to establish Classes of such
Portfolios having the relative rights, powers and duties as they may provide
consistent with applicable law; and
WHEREAS, at a meeting duly called and held in Bermuda on the 11th day
of September, 1993, the Trustees have resolved to amend the Agreement as
hereinafter set forth with an effective date of August 20, 1993.
NOW, THEREFORE, the Trustees hereby amend the Agreement as herein set
forth below:
1. Capitalized terms not specifically defined in this Amendment
shall have the meanings ascribed to them in the Agreement.
2. Section 2.3 of the Agreement shall be deleted in its entirety and
the following new Section 2.3 shall be substituted in lieu therefore:
"Section 2.3. Establishment of Portfolios and Classes. The Trust
shall initially be divided into nine Portfolios, the AIM Growth Fund, the AIM
Utilities Fund, the AIM Government Securities Fund, the AIM Income Fund, the
AIM Municipal Bond Fund, the AIM High Yield Fund, the AIM Money Market Fund,
the AIM Value Fund and the AIM Balanced Fund. With the exception of the AIM
Money Market Fund, all remaining eight initial Portfolios shall initially have
two Classes, the Class A Shares Ind the Class B Shares. The AIM Money Market
Fund shall initially have three Classes, the Class A Shares,
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Class B Shares and the Class C Shares. The above initial Portfolios and their
respective initial Classes as set forth in this Section 2.3 are collectively
referred to as the "Initial Portfolios". The establishment and designation of
any other Portfolio or Class thereof, or, subject to section 6.1 hereof, any
change to the Initial Portfolios, shall be effective upon the adoption by a
majority of the then Trustees of a resolution which sets forth such
establishment, designation or change."
3. Subclause (iii) in the first paragraph of Section 6.1 of the
Agreement shall be deleted in its entirety and the following new subclause
(iii) in the first paragraph of Section 6.1 shall be substituted in lieu
therefore:
"(iii) approve the termination of the Trust or any Portfolio or
Class, unless, as of the date on which the Trustees have determined to so
terminate the Trust or such Portfolio or Class, there are fewer than 100
holders of record of the Trust or of such terminating Portfolio or Class and
provided, further, that the Trustees have called a meeting of the Shareholders
for the purpose of approving any such termination;"
4. Section 8.1 of the Agreement shall be deleted in its entirety and
the following new Section 8.1 shall be substituted in lieu therefore:
"Section 8.1 Limitation of Liability. A Trustee, when acting in
such capacity, shall not be personally liable to any person for any act,
omission or obligation of the Trust or any Trustee; provided, however, that
nothing contained herein or in the Delaware Act shall protect any Trustee
against any liability to the Trust or to Shareholders to which he would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of the
office of Trustee hereunder."
5. The amendments in the preceding paragraphs 2, 3 and 4 of this
Amendment shall be effective as of the 20th day of August, 1993.
6. With the exception of the amendments in the preceding paragraphs
2, 3 and 4 of this Amendment, the Agreement shall in all other respects remain
in full force and effect.
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IN WITNESS WHEREOF, the undersigned, being all of the initial
Trustees of the Trust, have executed this First Amendment to Agreement and
Declaration of Trust of AIM Funds Group the 11th day of September, 1993.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ /s/ ▇ ▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Trustee Trustee
/s/ ▇▇▇▇ ▇▇▇▇ ▇▇ /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇, III ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Trustee Trustee
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Trustee Trustee
/s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Trustee Trustee
(THIS IS THE SIGNATURE PAGE FOR THE FIRST AMENDMENT TO AGREEMENT AND
DECLARATION OF TRUST OF AIM FUNDS GROUP)