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EXHIBIT a(1)(f)
AMENDMENT NO. 5
TO
AGREEMENT AND DECLARATION OF TRUST
OF
AIM VARIABLE INSURANCE FUNDS
This Amendment No. 5 to the Agreement and Declaration of Trust of AIM
Variable Insurance Funds (this "Amendment") amends, effective as of March 14,
2001, the Agreement and Declaration of Trust of AIM Variable Insurance Funds
dated as of December 6, 1999, as amended (the "Agreement").
NOW, THEREFORE, the Agreement is hereby amended as follows:
1. Unless defined herein, each capitalized term used in this Amendment
shall have the meaning given it in the Agreement.
2. Section 4.3 is hereby amended and restated in its entirety as
follows:
"Section 4.3. Action by the Trustees. The Board of Trustees or any
committee thereof shall act by majority vote of those present at a
meeting duly called (including a meeting by telephonic or other
electronic means, unless the 1940 Act requires that a particular
action be taken only at a meeting of the Trustees in person) at
which a quorum required by the Bylaws is present. Any action that
may be taken by the Board of Trustees or any committee thereof by
majority vote at a meeting duly called and at which a quorum
required by the Bylaws is present, may also be taken by written
consent of at least seventy-five percent (75%) of the Trustees or
members of the committee, as the case may be, without a meeting,
provided that the writing or writings are filed with the minutes of
proceedings of the Board or committee. Written consents or waivers
of the Trustees may be executed in one or more counterparts. Any
written consent or waiver may be provided and delivered to the Trust
by any means by which notice may be given to a Trustee. Subject to
the requirements of the 1940 Act, the Trustees by Majority Trustee
Vote may delegate to any Trustee or Trustees authority to approve
particular matters or take particular actions on behalf of the
Trust."
3. All references in the Agreement to "this Agreement" shall mean the
Agreement as amended by this Amendment.
4. 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 March 14, 2001.
/s/ XXXXXX X. XXXXXX
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Name: Xxxxxx X. Xxxxxx
Title: President
