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EXHIBIT 1(f)
FIFTH AMENDMENT
TO
AGREEMENT AND DECLARATION OF TRUST
OF
AIM INVESTMENT SECURITIES FUNDS
THIS FIFTH AMENDMENT TO AGREEMENT AND DECLARATION OF TRUST OF AIM
INVESTMENT SECURITIES FUNDS (the "Amendment") is entered into the 9th day of
June, 1998, among Xxxxxxx X. Xxxxx, Xxxxx X. Xxxxxxxx, Xxxx Xxxx XX, Xxxxxx X.
Xxxx, Xx., Xxxx Xxxxxx, Xxxx Xxxxxxxxxx, Xxxxxx X. Xxxxxx, Xxxxx X. Xxxxxxx, Xxx
X. Xxxxxxxx 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
Agreement and Declaration of Trust of AIM Investment Securities Funds, a
Delaware business trust (the "Trust"), entered into as of May 5, 1993, as
amended (the "Agreement").
WHEREAS, the Trustees of the Trust desire to establish a new Portfolio
of the Trust and three Classes thereof, namely the AIM High Yield Fund II and
its Class A, Class B and Class C Shares; and
WHEREAS, Section 2.3.1 of the Agreement permits the Trustees to
establish such Classes and Section 9.7 of the Agreement authorizes the Trustees
to amend or otherwise supplement the Agreement by making an amendment, all
without Shareholder authorization or vote; and
WHEREAS, at a meeting duly called and held on the 9th day of June,
1998, the Trustees have resolved to amend the Agreement as hereinafter set
forth.
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 thereof:
"Section 2.3. Establishment of Portfolios and Classes. The Trust shall
contain two Portfolios: the AIM High Yield Fund II and the AIM Limited Maturity
Treasury Fund. The AIM High Yield Fund II shall contain three Classes of Shares:
Class A, Class B and Class C Shares. The AIM Limited Maturity Treasury Fund
shall contain two Classes of Shares: the Class A Shares and the Institutional
Class. The AIM High Yield Fund II and the AIM Limited Maturity Treasury Fund and
their respective Classes as set forth in this Section 2.3 are collectively
referred to as the "Portfolios." The establishment and designation of any other
Portfolio or Class thereof, or subject to Section 6.1 hereof, any change to the
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."
The foregoing shall not be construed to amend or replace Sections 2.3.1
and 2.3.2 of the Agreement.
3. A new Section 2.3.3 shall be added to the Agreement which Section
2.3.3 shall read in full as follows:
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"Section 2.3.3. In addition to the relative rights and preferences set
forth in Section 2.3.2 of this Trust Agreement and all other provisions of this
Trust Agreement relating to Shares of the Trust generally, the Class B Shares
shall have the following rights and preferences:
(1) Subject to the provisions of paragraph (3) below, all Class B
Shares other than those purchased through the reinvestment of dividends and
distributions shall automatically convert to Class A Shares of the same
Portfolio eight (8) years after the end of the calendar month in which a
shareholder's order to purchase such shares was accepted.
(2) Subject to the provisions of paragraph (3) below, Class B Shares
purchased through the reinvestment of dividends and distributions paid in
respect of Class B Shares will be considered held in a separate sub-account, and
will automatically convert to Class A Shares of the same Portfolio in the same
proportion as any Class B Shares (other than those in the sub-account) convert
to Class A Shares. Other than this conversion feature, the Class B Shares
purchased through the reinvestment of dividends and distributions paid in
respect of Class B Shares shall have all the rights and preferences,
restrictions, limitations as to dividends, qualifications and terms and
conditions of redemption of Class B Shares generally.
(3) If a Portfolio of the Trust implements any amendment to a Plan of
Distribution adopted under Rule 12b-1 promulgated under the 1940 Act (or, if
presented to shareholders, adopts or implements a non-Rule 12b-1 shareholder
services plan) that the Trustees determine would materially increase the charges
that may be borne by that Portfolio's Class A Shareholders under such plan, the
Class B Shares of that Portfolio will stop converting to the Class A Shares
unless the Class B Shares, voting separately, approve the amendment or adoption.
The Trustees shall have sole discretion in determining whether such amendment or
adoption is submitted to a vote of the Class B Shareholders. Should such
amendment or adoption not be submitted to a vote of the Class B Shareholders or,
if submitted, should the Class B Shareholders fail to approve such amendment or
adoption, the Trustees shall take such action as is necessary to: (1) create a
new class of the affected Portfolio (the "New Class A Shares") which shall be
identical in all material respects to the Class A Shares as they existed prior
to the implementation of the amendment or adoption; and (2) ensure that the
existing Class B Shares will be exchanged or converted into New Class A Shares
no later than the date such Class B Shares were scheduled to convert to Class A
Shares. If deemed advisable by the Trustees to implement the foregoing, and at
the sole discretion of the Trustees, such action may include the exchange of all
Class B Shares for a new class (the "New Class B Shares"), identical in all
material respects to the Class B Shares except that the New Class B Shares will
automatically convert into the New Class A Shares. Such exchanges or conversions
shall be effected in a manner that the Trustees reasonably believe will not be
subject to federal taxation."
4. With the exception of the amendment to Section 2.3 of the Agreement
as set forth in paragraph 2 of this Amendment and the addition of Section 2.3.3
to the Agreement as set forth in paragraph 3 of this Amendment, the Agreement,
as amended, shall in all other respects remain in full force and effect.
5. This Amendment may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall
constitute one and the same Amendment.
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IN WITNESS WHEREOF, the undersigned, being all of the Trustees of the
Trust, have executed this Fifth Amendment to Agreement and Declaration of Trust
of AIM Investment Securities Funds as of the day and year first above written.
/s/ XXXXXXX X. XXXXX /s/ XXXXX X. XXXXXXXX
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Xxxxxxx X. Xxxxx, Trustee Xxxxx X. Xxxxxxxx, Trustee
/s/ XXXX XXXX XX /s/ XXXXXX X. XXXX, XX.
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Xxxx Xxxx XX, Trustee Xxxxxx X. Xxxx, Xx., Trustee
/s/ XXXX XXXXXX /s/ XXXX XXXXXXXXXX
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Xxxx Xxxxxx, Trustee Xxxx Xxxxxxxxxx, Trustee
/s/ XXXXXX X. XXXXXX /s/ XXXXX X. XXXXXXX
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Xxxxxx X. Xxxxxx, Trustee Xxxxx X. Xxxxxxx, Trustee
/s/ XXX X. XXXXXXXX /s/ XXXXX X. XXXXX
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Xxx X. Xxxxxxxx, Trustee Xxxxx X. Xxxxx, Trustee
[THIS IS THE SIGNATURE PAGE FOR
THE FIFTH AMENDMENT TO AGREEMENT AND DECLARATION OF TRUST
OF AIM INVESTMENTS SECURITIES FUNDS]
