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EXHIBIT b(3)(c)
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."
