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EXHIBIT 5(d)(2)
AMENDMENT NO. 1
TO
MASTER INVESTMENT ADVISORY AGREEMENT
This Amendment dated as of __________, 1998, amends the Master
Investment Advisory Agreement (the "Agreement"), dated February 28, 1997,
between AIM Investment Securities Funds, a Delaware business trust, and A I M
Advisors, Inc., a Delaware corporation. Terms not otherwise defined herein shall
have the meanings ascribed them in the Agreement.
W I T N E S S E T H:
WHEREAS, the parties desire to amend the Agreement to add a new
portfolio, namely the AIM High Yield Fund II;
NOW, THEREFORE, the parties agree as follows:
Appendix A to the Agreement is hereby deleted in its entirety and
replaced with the following:
"APPENDIX A
TO
MASTER INVESTMENT ADVISORY AGREEMENT
OF
AIM INVESTMENT SECURITIES FUNDS
The Company shall pay the Advisor, out of the assets of a Fund, as full
compensation for all services rendered and all facilities furnished hereunder, a
management fee for such Fund set forth below. Such fee shall be calculated by
applying the following annual rates to the average daily net assets of such Fund
for the calendar year computed in the manner used for the determination of the
net asset value of shares of such Fund.
AIM HIGH YIELD FUND II
NET ASSETS ANNUAL RATE
---------- -----------
First $500 million.............................................. 0.625%
Over $500 million up to and including $1 billion................ 0.55%
Over $1 billion................................................. 0.50%
AIM LIMITED MATURITY TREASURY FUND
NET ASSETS ANNUAL RATE
---------- -----------
First $500 million.............................................. 0.20%
Over $500 million............................................... 0.175%"
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All other terms and provisions of the Agreement not amended herein
shall remain in full force and effect.
Dated: , 1998
------------------
AIM INVESTMENT SECURITIES FUNDS
Attest: By:
---------------------------- --------------------------
Assistant Secretary President
(SEAL)
A I M ADVISORS, INC.
Attest: By:
---------------------------- --------------------------
Assistant Secretary President
(SEAL)
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