Sub-Item 77Q1(a)
AMENDMENT NO. 12 TO
AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF
AIM VARIABLE INSURANCE FUNDS
This Amendment No. 12 (the "Amendment") to the Amended and Restated
Agreement and Declaration of Trust of AIM Variable Insurance Funds (the "Trust")
amends, effective as of May 1, 2008, the Amended and Restated Agreement and
Declaration of Trust of the Trust dated as of September 14, 2005, as amended
(the "Agreement").
Under Section 9.7 of the Agreement, this Amendment may be executed
by a duly authorized officer of the Trust.
WHEREAS, the Shareholders of the Trust approved this amendment to
eliminate the requirement that shareholders approve the termination of the
Trust, a Fund or share class if there are 100 or more holders of record of the
Trust, Fund or share class;
NOW, THEREFORE, the Agreement is hereby amended as follows:
1. The first paragraph of Section 6.1 of the Agreement is amended and
restated to read as follows:
"Section 6.1 Voting Powers. The Shareholders shall have power to
vote only to: (i) elect Trustees, provided that a meeting of
Shareholders has been called for that purpose; (ii) remove Trustees,
provided that a meeting of Shareholders has been called for that
purpose; (iii) approve the sale of all or substantially all the
assets of the Trust or any Portfolio or Class, unless the primary
purpose of such sale is to change the Trust's domicile or form of
organization or form of statutory trust; (iv) approve the merger or
consolidation of the Trust or any Portfolio or Class with and into
another Company or with and into any Portfolio or Class of the
Trust, unless (A) the primary purpose of such merger or
consolidation is to change the Trust's domicile or form of
organization or form of statutory trust, or (B) after giving effect
to such merger or consolidation, based on the number of Outstanding
Shares as of a date selected by the Trustees, the Shareholders of
the Trust or such Portfolio or Class will have a majority of the
outstanding shares of the surviving Company or Portfolio or Class
thereof, as the case may be; (v) approve any amendment to this
Article VI, Section 6.1; and (vi) approve such additional matters as
may be required by law or as the Trustees, in their sole discretion,
shall determine."
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.
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IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the
Trust, has executed this Amendment as of May 1, 2008.
By: /s/ Xxxx X. Xxxx
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Name: Xxxx X. Xxxx
Title: Senior Vice President
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