SUB-ITEM 77Q1(a)
AMENDMENT NO. 4
TO
AGREEMENT AND DECLARATION OF TRUST
OF
AIM VARIABLE INSURANCE FUNDS
This Amendment No. 4 to the Agreement and Declaration of Trust of AIM
Variable Insurance Funds (this "Amendment") amends, effective as of December
13, 2000, the Agreement and Declaration of Trust of AIM Variable Insurance
Funds dated as of December 6, 1999, as amended (the "Agreement").
Under Section 9.7 of the Agreement, this Amendment may be executed by
a duly authorized officer of the Trust.
NOW, THEREFORE, the 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 Agreement.
2. Section 1.2(g) is hereby amended and restated in its entirety
to read as follows:
"(g) "Class Expenses" means expenses incurred by a
particular Class in connection with a shareholder
services arrangement or a distribution plan that is
specific to such Class or any other differing share
of expenses or differing fees, in each case pursuant
to a plan adopted by the Trust pursuant to Rule
18f-3 under the 1940 Act, as such plan or Rule may
be amended from time to time."
3. The second sentence of Section 2.3(b) is hereby amended and
restated in its entirety to read as follows:
"Each Class so established and designated shall represent a
Proportionate Interest (as defined in Section 2.5(d)) in the
net assets belonging to that Portfolio and shall have
identical voting, dividend, liquidation, and other rights and
be subject to the same terms and conditions, except that (1)
Class Expenses allocated to a Class for which such expenses
were incurred shall be borne solely by that Class, (2) other
expenses, costs, charges, and reserves allocated to a Class
in accordance with Section 2.5(e) may be borne solely by that
Class, provided that the allocation of such other expenses,
costs, charges, and reserves is not specifically required to
be set forth in a plan adopted by the Trust pursuant to Rule
18f-3 under the Act, (3) dividends declared and payable to a
Class pursuant to Section 7.1 shall reflect the items
separately allocated thereto pursuant to the preceding
clauses, (4) each Class may have separate rights to convert
to another Class, exchange rights, and similar rights, each
as determined by the Trustees, and (5) subject to Section
2.6(c), each Class may have exclusive voting rights with
respect to matters affecting only that Class."
4. Section 2.6(c) is hereby amended and restated in its entirety
to read as follows:
"(c) If (1) the Class A Shareholders of a Portfolio
approve any increase in expenses allocated to the
Class A Shares of that Portfolio in connection
with (A) a Plan of Distribution adopted pursuant
to Rule 12b-1 under the 1940 Act, (B) a non-Rule
12b-1 shareholder services plan or (C) any other
plan or arrangement whereby Classes of that
Portfolio pay a different share of other
expenses, not including advisory or custodial
fees or other expenses related to the management
of the Trust's assets, then (2) the Class B
Shares of that Portfolio will stop converting to
the Class A Shares unless the Class B
Shareholders of that Portfolio, voting
separately, approve the increase in expenses. The
Trustees shall have sole discretion in
determining whether such increase in expenses is
submitted to a vote of the Class B Shareholders.
Should such increase in expenses not be submitted
to a vote of the Class B Shareholders or, if
submitted, should the Class B Shareholders fail
to approve such increase in expenses, the
Trustees shall take such action as is necessary
to: (1) create a new class of that Portfolio (the
"New Class A Shares") which shall be identical in
all material respects to the Class A Shares of
that Portfolio as they existed prior to the
implementation of the increase in expenses; and
(2) ensure that the existing Class B Shares of
that Portfolio 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 of
that Portfolio for a new class of that Portfolio
(the "New Class B Shares"), identical in all
material respects to the Class B Shares of that
Portfolio 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."
5. Section 2.8 is hereby amended by deleting the clause ", except as
provided herein or by applicable law," from the second sentence of Section 2.8.
6. Section 4.7 is hereby amended and restated in its entirety to
read as follows:
"Section 4.7. Independent Trustee. A Trustee who is an
"Independent Trustee," as that term is defined in the
Delaware Act, shall be deemed to be an Independent Trustee
when making any determinations or taking any action as a
Trustee."
7. All references in the Agreement to "this Agreement" shall
mean the Agreement as amended by this Amendment.
8. Except as specifically amended by this Amendment, the
Agreement is hereby confirmed and remains in full force and effect.
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IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the
Trust, has executed this Amendment as of December 13, 2000.
/s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: President
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