SUB-ITEM 77Q1(a)
AMENDMENT NO. 8 TO
AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF
AIM VARIABLE INSURANCE FUNDS
This Amendment No. 8 (the "Amendment") to the Amended and Restated
Agreement and Declaration of Trust of AIM Variable Insurance Funds (the "Trust")
amends, effective as of July 5, 2006, the Amended and Restated Agreement and
Declaration of Trust of the Trust dated as of September 14, 2005, as amended
(the "Agreement").
By consent dated as of July 5, 2006, the Board of Trustees of the
Trust, in accordance with Section 9.7 of the Agreement, approved the amendments
to 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. A new Section 2.6A of the Agreement is added after Section 2.6 of
the Agreement as set forth below:
"Section 2.6A. Additional Conversion Rights and Preferences of Certain
Class B Shares. In addition to the relative rights and preferences set
forth in Section 2.5 and Section 2.6 and all other provisions of this
Agreement relating to Shares of the Trust generally, any Class of any
Portfolio designated as Class B Shares that were acquired by (i)
exchange offer from closed-end AIM Floating Rate Fund, or (ii) exchange
offer from a Portfolio or any other series portfolio in the AIM fund
complex if such shares were previously acquired by exchange offer from
closed-end AIM Floating Rate Fund (the "Legacy Class B Shares") shall
have the following rights and preferences:
(a) Conversion of Legacy Class B Shares. At the Legacy Class B
Share Conversion Effective Time described in Section 2.6A(d)
below, all of the issued and outstanding Legacy Class B Shares of
any Portfolio of the Trust offering Legacy Class B Shares shall
convert to Class A Shares of the applicable Portfolio based upon
their respective net asset values, and thereafter shall have the
attributes of Class A Shares of the applicable Portfolio. All
issued and outstanding Legacy Class B Shares shall thereafter be
deemed to be cancelled. The stock transfer books for Legacy Class
B Shares of a Portfolio will be closed at the Legacy Class B Share
Conversion Effective Time and only requests for redemption of
Legacy Class B Shares of a Portfolio received in proper form prior
to the close of trading on the New York Stock Exchange on the date
of the Legacy Class B Share Conversion Effective Time shall be
accepted. Thereafter, redemption requests received by a Portfolio
for Legacy Class B Shares shall be deemed to be a redemption
requests for Class A Shares into which Legacy Class B Shares were
converted.
(b) Attribution of Assets and Liabilities. At the Legacy Class B Share
Conversion Effective Time described in Section 2.6A(d) below, the
proportionate
1
undivided interest in the net assets of a Portfolio attributable
to Legacy Class B Shares shall become a part of the proportionate
undivided interest in the net assets of the Portfolio attributable
to its Class A Shares, and the expenses, costs, charges and
reserves allocated to the Legacy Class B Shares of a Portfolio
immediately prior to the Legacy Class B Share Conversion Effective
Time shall become expenses, costs, charges and reserves of Class A
Shares of such Portfolio. The Portfolio shall instruct its
transfer agent to reflect in the transfer agent's records the
attribution of the Legacy Class B Shares in the manner described
above.
(c) Shareholder Accounts. At the Legacy Class B Share Conversion
Effective Time described in Section 2.6A(d) below, each
shareholder of record of Legacy Class B Shares of a Portfolio will
receive that number of Class A Shares of such Portfolio having an
aggregate net asset value equal to the net asset value of the
Legacy Class B Shares of such Portfolio held by such shareholder
immediately prior to the Legacy Class B Share Conversion Effective
Time. Each Portfolio will establish an open account on its records
in the name of each Legacy Class B Shareholder to which will be
credited the respective number of Class A Shares of such Portfolio
due to such shareholder. Fractional Legacy Class B Shares will be
carried to the third decimal place. Certificates representing
Class A Shares will not be issued. The net asset value of the
Class A Shares and Legacy Class B Shares will be determined at the
Legacy Class B Share Conversion Effective Time in accordance with
the policies and procedures of the applicable Portfolio as set
forth in its registration statement.
(d) The conversion of Legacy Class B Shares into Class A Shares shall
occur July 27, 2006 at 5:00 p.m. Eastern time or such later date
and time as the officers of the Trust shall determine (the "Legacy
Class B Share Conversion Effective Time").
(e) If, prior to the Legacy Class B Share Conversion Effective Time,
(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 Legacy Class B
Shares of that Portfolio will not convert to the Class A Shares
unless the Legacy 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 Legacy Class B
Shareholders. Should such increase in expenses not be submitted to
a vote of the Legacy Class B Shareholders or, if submitted, should
the Legacy 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 Legacy 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 Legacy Class B Shares of that Portfolio will be
exchanged or
2
converted into New Legacy Class A Shares no later than the Legacy
Class B Share Conversion Effective Time. 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 Legacy Class B Shares of that Portfolio for a new class of
that Portfolio (the "New Legacy Class B Shares"), identical in all
material respects to the Legacy Class B Shares of that Portfolio
except that the New Legacy Class B Shares will convert into the
New Legacy Class A Shares at the Legacy Class B Share Conversion
Effective Time. Such exchanges or conversions shall be effected in
a manner that the Trustees reasonably believe will not be subject
to federal taxation."
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 July 5, 2006.
By: /s/ Xxxxxx X. Xxxxxx
-----------------------
Name: Xxxxxx X. Xxxxxx
Title: President
3
