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EXHIBIT a(2)(c)
AMENDMENT NO. 2
TO
AGREEMENT AND DECLARATION OF TRUST
OF
AIM VARIABLE INSURANCE FUNDS
This Amendment No. 2 to the Agreement and Declaration of Trust of AIM
Variable Insurance Funds (this "Amendment") amends, effective as of May 10,
2000, the Agreement and Declaration of Trust of AIM Variable Insurance Funds
dated as of December 6, 1999, as amended April 26, 2000 (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. Unless defined herein, each capitalized term used in this Amendment
shall have the meaning given it in the Agreement.
2. A new Section 1.2(j) is hereby added to the Agreement to read in
full as follows:
"(j) `fund complex' has the meaning specified in
Regulation 14A under the Securities Exchange Act of
1934, as amended from time to time;"
With the addition of new Section 1.2(j) above, existing
Sections 1.2(j) through 1.2(z) are hereby renumbered as Sections 1.2(k) through
1.2(aa), respectively.
3. Section 2.6(a) is hereby amended and restated in its entirety to
read as follows:
"(a) Subject to the provisions of paragraph (c) below, all
Class B Shares other than those purchased through the
reinvestment of dividends and distributions shall
automatically convert to Class A Shares at the end of
the month which is eight (8) years after the date on
which a shareholder's order to purchase such shares
was accepted."
4. The first sentence of Section 4.3 is hereby amended and restated in
its entirety to read as follows:
"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 or by written consent of at
least seventy-five percent (75%) of
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the Trustees or 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."
5. A new Section 4.7 is hereby added to the Agreement to read in its
entirety as follows:
"Section 4.7. Independent or Disinterested Trustee. A Trustee
who is not an interested person of the Trust shall be deemed
to be independent and disinterested under the Delaware Act and
other applicable Delaware law when making any determinations
or taking any action as a Trustee. Service by a person as a
trustee or a director of one or more trusts, corporations or
other entities of a fund complex shall not be considered in
determining whether a trustee is independent or disinterested
under the Delaware Act and other applicable Delaware law."
6. All references in the Agreement to "this Agreement" shall mean the
Agreement as amended by this Amendment and all prior amendments thereto.
7. Except as specifically amended by this Amendment, the Agreement
(including all prior amendments) 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 May 10, 2000.
/s/ XXXXX X. XXXXXXX
-----------------------------
Name: Xxxxx X. Xxxxxxx
Title: Senior Vice President
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