SUB-ITEM 77Q1(a)
FIRST AMENDMENT
TO
AMENDED AND RESTATED
AGREEMENT AND DECLARATION OF TRUST
OF
AIM INVESTMENT SECURITIES FUNDS
THIS FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT AND
DECLARATION OF TRUST OF AIM INVESTMENT SECURITIES FUNDS (the "Amendment") is
entered into this 8th day of March, 2000, among Xxxxxxx X. Xxxxx, Xxxxx X.
Xxxxxxxx, Xxxx Xxxx XX, Xxxxxx X. Xxxx, Xx., Xxxx Xxxxxx, Xxxx Xxxxxxxxxx,
Xxxxxx X. Xxxxxx, Xxxxx Xxxxxx-Xxxxx, Xxxxx X. Xxxxxxx, and Xxxxx X. Xxxxx, as
Trustees, and each person who became or becomes a Shareholder in accordance
with the terms set forth in that certain Amended and Restated Agreement and
Declaration of Trust of AIM Investment Securities Funds, a Delaware business
trust (the "Trust"), entered into as of November 5, 1998 (the "Agreement").
WHEREAS, the Trustees of the Trust desire to establish five (5) new
portfolios of the Trust, namely AIM High Yield Fund, AIM Income Fund, AIM
Intermediate Government Fund, AIM Money Market Fund and AIM Municipal Bond
Fund, each with three classes of shares as set forth on revised Schedule A of
the Agreement; and
WHEREAS, Section 2.3 of the Agreement permits the Trustees to
establish additional Portfolios and Classes of Shares of such Portfolios and
Section 9.7 of the Agreement authorizes the Trustees to amend or otherwise
supplement the Agreement by making an amendment, all without prior Shareholder
authorization or vote; and
WHEREAS, in a Unanimous Consent of the Board of Trustees dated March
8, 2000, the Trustees have resolved to amend the Agreement as hereinafter set
forth.
NOW, THEREFORE, the Agreement is hereby amended as set forth below:
Schedule A of the Agreement is hereby deleted in its entirety and
replaced with the following:
1
"SCHEDULE A
AIM INVESTMENT SECURITIES FUNDS
PORTFOLIOS AND CLASSES THEREOF
AIM High Yield Fund
-------------------
Class A Shares
Class B Shares
Class C Shares
AIM High Yield Fund II
----------------------
Class A Shares
Class B Shares
Class C Shares
AIM Income Fund
---------------
Class A Shares
Class B Shares
Class C Shares
AIM Intermediate Government Fund
--------------------------------
Class A Shares
Class B Shares
Class C Shares
AIM Limited Maturity Treasury Fund
----------------------------------
Class A Shares
Institutional Class
AIM Money Market Fund
---------------------
Class B Shares
Class C Shares
AIM Cash Reserve Shares
AIM Municipal Bond Fund
-----------------------
Class A Shares
Class B Shares
Class C Shares"
All other terms and provisions of the Agreement not amended herein
shall remain in full force and effect.
2
I, Xxxxxx X. Xxxxxx, hereby certify that I am the duly authorized
President of the Trust and that this First Amendment to Amended and Restated
Agreement and Declaration of Trust of AIM Investment Securities Funds was duly
approved by unanimous written consent of the Trustees of the Trust dated March
8, 2000.
Dated: Xxxxx 0, 0000
XXXXXX:
/s/ XXXXX X XXXXXX By: /s/ XXXXXX X. XXXXXX
--------------------- ------------------------
Assistant Secretary President
SUB-ITEM 77Q1(a)
AMENDMENT NO. 2
TO
AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
OF
AIM INVESTMENT SECURITIES FUNDS
This Amendment No. 2 to the Amended and Restated Agreement and
Declaration of Trust of AIM Investment Securities Funds (this "Amendment")
amends, effective as of May 10, 2000, the Amended and Restated Agreement and
Declaration of Trust of AIM Investment Securities Funds 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 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. All references in the Restated Agreement to "this Agreement"
shall mean the Restated Agreement as amended by this Amendment and all prior
amendments thereto.
7. 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 May 10, 2000.
/s/ XXXXXX X. XXXXXX
------------------------
Name: Xxxxxx X. Xxxxxx
Title: President
SUB-ITEM 77Q1(a)
AMENDMENT NO. 2
TO
AMENDED AND RESTATED BYLAWS OF AIM INVESTMENT SECURITIES FUND
(A DELAWARE BUSINESS TRUST)
ADOPTED EFFECTIVE JUNE 14, 2000
This Amendment No. 2 to the Amended and Restated Bylaws of AIM
Investment Securities Fund amends the Amended and Restated Bylaws initially
adopted effective November 5, 1998, as amended (the "Bylaws").
1. Article IV, Section 8 is hereby restated in its entirety to
read as follows:
"Section 8. Quorum. The holders of one-third of the
Outstanding Shares entitled to vote thereat, present in
person or represented by proxy, shall constitute a quorum
at all meetings of the Shareholders for the transaction of
business except as otherwise provided by applicable law or
by the Agreement. Notwithstanding the preceding sentence,
with respect to any matter which by applicable law or by
the Agreement requires the separate approval of one or
more Classes or Portfolios, the holders of one-third of
the Outstanding Shares of each such Class or Portfolio (or
of such Classes or Portfolios voting together as a single
class) entitled to vote on the matter shall constitute a
quorum. If, however, such quorum shall not be present or
represented at any meeting of the Shareholders, the vote
of the holders of a majority of Shares cast shall have
power to adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a
quorum shall be present or represented. At such adjourned
meeting, at which a quorum shall be present or
represented, any business may be transacted which might
have been transacted at the meeting as originally
notified."
2. A new Article IV, Section 14 is hereby added to the Bylaws to
read in full as follows:
"Section 14. Record Date. The Board of Trustees may set a
record date for the purpose of making any proper
determination with respect to Shareholders, including, but
not limited to, which Shareholders are entitled to notice
of a meeting or to vote at a meeting. The record date may
not be prior to the close of business on the day the
record date is fixed and shall be not more than 90 days
before the date on which the action requiring the
determination will be taken."
3. A new Article IV, Section 15 is hereby added to the Bylaws to
read in full as follows:
"Section 15. Adjournments. A meeting of Shareholders
convened on the date for which it was called may be
adjourned from time to time without further notice to
Shareholders to a date not more than 120 days after the
original record date. A meeting of Shareholders may not be
adjourned for more than 120 days after the original record
date for such meeting without giving the Shareholders
notice of the adjournment and the new meeting date."
