MEMORANDUM OF AGREEMENT
This Memorandum of Agreement is entered into as of this 1st day of
January, 2005, 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 Distributors, Inc. ("AIM Distributors").
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 Distributors agree as follows:
The Trust and AIM Distributors agree, until the date set forth on the
attached Exhibit "A" (the "Expiration Date"), that AIM Distributors will waive
its Rule 12b-1 fees to the extent that the expenses (excluding (i) interest;
(ii) taxes; (iii) dividend expense on short sales; (iv) extraordinary items
(these are expenses that are not anticipated to arise from each Fund's
day-to-day operations), or items designated as such by the Funds' Board of
Trustees; (v) expenses related to a merger or reorganization, as approved by the
Funds' Board of Trustees; and (vi) expenses that each Fund has incurred but did
not actually pay because of an expense offset arrangement) of a class of a Fund,
taking into account any fee waivers or expense reimbursements by A I M Advisors,
Inc. that are applicable to such class, 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 Expiration Date set forth on Exhibit "A" only by mutual
written consent. AIM Distributors will not have any right to reimbursement of
any amount so waived.
The Trust and AIM Distributors agree to review the then-current waivers
for each class of each Fund listed on Exhibit "A" on a date prior to the
Expiration Date listed on that Exhibit to determine whether such waivers should
be amended, continued or terminated. The waivers or expense limitations will
expire upon the Expiration Date unless the Trust and AIM have agreed to continue
them. Exhibit "A" will be amended to reflect any such agreement.
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 Distributors 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: /s/ Xxxxxx X. Xxxxxx
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Title: President
A I M Distributors, Inc.
By: /s/ Xxxx X. Needles
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Title: President
EXHIBIT "A"
AIM VARIABLE INSURANCE FUNDS
FUND EXPENSE LIMITATION EXPIRATION DATE
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AIM V.I. Aggressive Growth Fund
Series II Total Annual Fund Operating April 30, 2006
Expenses Limited to 1.45%
AIM V.I. Balanced Fund
Series II Total Annual Fund Operating April 30, 2006
Expenses Limited to 1.45%
AIM V.I. Basic Value Fund
Series II Total Annual Fund Operating April 30, 2006
Expenses Limited to 1.45%
AIM V.I. Blue Chip Fund
Series II Total Annual Fund Operating April 30, 2006
Expenses Limited to 1.45%
AIM V.I. Capital Appreciation Fund
Series II Total Annual Fund Operating April 30, 2006
Expenses Limited to 1.45%
AIM V.I. Capital Development Fund
Series II Total Annual Fund Operating April 30, 2006
Expenses Limited to 1.45%
AIM V.I. Core Equity Fund
Series II Total Annual Fund Operating April 30, 2006
Expenses Limited to 1.45%
AIM V.I. Core Stock Fund
Series II Total Annual Fund Operating April 30, 2006
Expenses Limited to 1.45%
AIM V.I. Dent Demographic Trends Fund
Series II Total Annual Fund Operating April 30, 2006
Expenses Limited to 1.45%
AIM V.I. Diversified Income Fund
Series II Total Annual Fund Operating April 30, 2006
Expenses Limited to 1.45%
AIM V.I. Dynamics Fund
Series II Total Annual Fund Operating April 30, 2006
Expenses Limited to 1.45%
FUND EXPENSE LIMITATION EXPIRATION DATE
------------------------------------- --------------------------- ---------------
AIM V.I. Financial Services Fund
Series II Total Annual Fund Operating April 30, 2006
Expenses Limited to 1.45%
AIM V.I. Government Securities Fund
Series II Total Annual Fund Operating April 30, 2006
Expenses Limited to 1.45%
AIM V.I. Growth Fund
Series II Total Annual Fund Operating April 30, 2006
Expenses Limited to 1.45%
AIM V.I. Health Sciences Fund
Series II Total Annual Fund Operating April 30, 2006
Expenses Limited to 1.45%
AIM V.I. High Yield Fund
Series II Total Annual Fund Operating April 30, 2006
Expenses Limited to 1.20%
AIM V.I. International Growth Fund
Series II Total Annual Fund Operating April 30, 2006
Expenses Limited to 1.45%
AIM V.I. Large Cap Growth Fund
Series II Total Annual Fund Operating April 30, 2006
Expenses Limited to 1.45%
AIM V.I. Leisure Fund
Series II Total Annual Fund Operating April 30, 2006
Expenses Limited to 1.45%
AIM V.I. Mid Cap Core Equity Fund
Series II Total Annual Fund Operating April 30, 2006
Expenses Limited to 1.45%
AIM V.I. Money Market Fund
Series II Total Annual Fund Operating April 30, 2006
Expenses Limited to 1.45%
AIM V.I. Premier Equity Fund
Series II Total Annual Fund Operating April 30, 2006
Expenses Limited to 1.45%
AIM V.I. Real Estate Fund
Series II Total Annual Fund Operating April 30, 2006
Expenses Limited to 1.45%
FUND EXPENSE LIMITATION EXPIRATION DATE
------------------------------------- --------------------------- ---------------
AIM V.I. Small Cap Equity Fund
Series II Total Annual Fund Operating April 30, 2006
Expenses Limited to 1.45%
AIM V.I. Small Company Growth Fund
Series II Total Annual Fund Operating April 30, 2006
Expenses Limited to 1.45%
AIM V.I. Technology Fund
Series II Total Annual Fund Operating April 30, 2006
Expenses Limited to 1.45%
AIM V.I. Total Return Fund
Series II Total Annual Fund Operating April 30, 2006
Expenses Limited to 1.45%
AIM V.I. Utilities Fund
Series II Total Annual Fund Operating April 30, 2006
Expenses Limited to 1.45%
