EXHIBIT H(88)(A)
MEMORANDUM OF AGREEMENT
This Memorandum of Agreement is entered into as of this ____ day of
__________, 2003 between AIM Variable Insurance Funds (the "Trust"), on behalf
of the funds listed on Exhibit "A" to this Memorandum of Agreement (the
"Funds"), and A I M Advisors, Inc. ("AIM").
For and in consideration of the mutual terms and agreements set forth
herein and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Trust and AIM agree as follows:
The Trust and AIM agree until the date set forth on the attached Exhibit
"A" that AIM will waive its fees and/or reimburse class specific expenses to the
extent that the expenses (excluding interest, taxes, dividend expense on short
sales, fund merger and reorganization expenses (unless otherwise agreed to),
extraordinary items, including other items designated as such by the Board of
Trustees, and increases in expenses due to expense offset arrangements, if any)
of a class of a Fund exceed the rate, on an annualized basis, set forth on
Exhibit "A" of the average daily net assets allocable to such class. The Board
of Trustees and AIM may terminate or modify this Memorandum of Agreement prior
to the date set forth on Exhibit "A" only by mutual written consent. AIM will
not have any right to reimbursement of any amount so waived or reimbursed.
The Trust and AIM agree to review the then-current waivers or expense
limitations for each class of each Fund listed on Exhibit "A" on a date prior to
the date listed on that Exhibit to determine whether such waivers or limitations
should be amended, continued or terminated. Unless the Trust, by vote of its
Board of Trustees, or AIM terminates the waivers or limitations, or the Trust
and AIM are unable to reach an agreement on the amount of the waivers or
limitations to which the Trust and AIM desire to be bound, the waivers or
limitations will continue for additional one-year terms at the rate to which the
Trust and AIM mutually agree. Exhibit "A" will be amended to reflect that rate
and the new date through which the Trust and AIM agree to be bound.
It is expressly agreed that the obligations of the Trust hereunder shall
not be binding upon any of the Trustees, shareholders, nominees, officers,
agents or employees of the Trust personally, but shall only bind the assets and
property of the Funds, as provided in the Trust's Agreement and Declaration of
Trust. The execution and delivery of this Memorandum of Agreement have been
authorized by the Trustees of the Trust, and this Memorandum of Agreement has
been executed and delivered by an authorized officer of the Trust acting as
such; neither such authorization by such Trustees nor such execution and
delivery by such officer shall be deemed to have been made by any of them
individually or to impose any liability on any of them personally, but shall
bind only the assets and property of the Funds, as provided in the Trust's
Agreement and Declaration of Trust.
IN WITNESS WHEREOF, the Trust and AIM have entered into this Memorandum of
Agreement as of the date first above written.
AIM Variable Insurance Funds,
on behalf of each Fund listed in Exhibit "A"
to this Memorandum of Agreement
By: ____________________________________
Title: ____________________________________
A I M Advisors, Inc.
By: ____________________________________
Title: ____________________________________
EXHIBIT "A"
AIM VARIABLE INSURANCE FUNDS
FUND EXPENSE LIMITATION COMMITTED UNTIL
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AIM V.I. Large Cap Growth Fund
Series I Total Annual Fund Operating December 31, 2004
Expenses Limited to 1.30%
Series II Total Annual Fund Operating December 31, 2004
Expenses Limited to 1.45%
AIM V.I. Small Cap Equity Fund
Series I Total Annual Fund Operating December 31, 2004
Expenses Limited to 1.30%
Series II Total Annual Fund Operating December 31, 2004
Expenses Limited to 1.45%
