EXHIBIT a(1)(c)
AMENDMENT NO. 2
TO
AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
OF
AIM VARIABLE INSURANCE FUNDS
This Amendment No. 2 to the Amended and Restated Agreement and
Declaration of Trust of AIM Variable Insurance Funds (this "Amendment") amends,
effective as of December 10, 2003, the Amended and Restated Agreement and
Declaration of Trust of AIM Variable Insurance Funds (the "Trust") dated as of
May 15, 2002, 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. Section 3.2 of the Agreement is hereby deleted in its entirety and
replaced with the following:
"Section 3.2 Trustees. The number of Trustees shall be such
number as shall be fixed from time to time by a majority of the
Trustees; provided, however, that the number of Trustees shall in no
event be less than two (2) nor more than sixteen (16). The initial
Trustees are those first identified above."
2. All references in the Agreement to "this Agreement" shall mean the
Agreement as amended by this Amendment.
3. Except as specifically amended by this Amendment, the Agreement is
hereby confirmed and remains in full force and effect.
IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the
Trust, has executed this Amendment as of December 10, 2003.
By: /s/ XXXXXX X. XXXXXX
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Name: Xxxxxx X. Xxxxxx
Title: President
