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EXHIBIT e(1)(c)
FIRST AMENDED AND RESTATED
MASTER DISTRIBUTION AGREEMENT
BETWEEN
AIM VARIABLE INSURANCE FUNDS
AND
A I M DISTRIBUTORS, INC.
THIS AGREEMENT is made this ___ day of ________, 2001, by and between
AIM VARIABLE INSURANCE FUNDS, a Delaware business trust (the "Trust"), and A I M
DISTRIBUTORS, INC., a Delaware corporation (the "Distributor").
WITNESSETH:
In consideration of the mutual covenants herein contained and other
good and valuable consideration, the receipt whereof is hereby acknowledged, the
parties hereto agree as follows:
FIRST: The Trust hereby appoints the Distributor as its exclusive agent
for the sale of each class of shares set forth in Appendix A attached hereto
(collectively, the "Funds" and each separately a "Fund") in the United States
and throughout the world in accordance with the terms of the Trust's current
prospectus and statement of additional information applicable to the Funds.
SECOND: The Trust shall not sell any shares of a Fund except through
the Distributor and under the terms and conditions set forth in paragraph FOURTH
below.
THIRD: The Distributor hereby accepts appointment as exclusive agent
for the sale of the shares of the Funds and agrees that it will use its best
efforts to sell such shares; provided, however, that:
(A) the Distributor may, and when requested by the Trust on behalf of
each Fund shall, suspend its efforts to effectuate such sales at any time when,
in the opinion of the Distributor or of the Trust, no sales should be made
because of market or other economic considerations or abnormal circumstances of
any kind; and
(B) the Trust may withdraw the offering of the shares of a Fund (i) at
any time with the consent of the Distributor, or (ii) without such consent when
so required by the provisions of any statute or of any order, rule or regulation
of any governmental body having jurisdiction, or when so required by the Trust
acting in the best interests of the shareholders of any Fund. It is mutually
understood and agreed that the Distributor does not undertake to sell any
specific amount of the shares of a Fund. The Trust shall have the right to
specify minimum amounts for initial and subsequent orders for the purchase of
Fund shares.
FOURTH: The offering price of the shares shall be the net asset value
per share of the applicable class of shares. Net asset value per share shall be
determined in accordance with the provisions of the then current prospectus and
statement of additional information of the applicable Fund.
FIFTH: The Distributor shall act as agent of the Trust on behalf of
each Fund in connection with the sale and repurchase of shares of a Fund.
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SIXTH:
(A) The Distributor shall bear the expenses of printing from the final
proof and distributing any promotional or sales literature used by the
Distributor or furnished by the Distributor to insurance companies in connection
with such offerings, and expenses of advertising in connection with such
offerings.
(B) The Distributor may be reimbursed for all or a portion of such
expenses, or may receive reasonable compensation for distribution related
services, to the extent permitted by a distribution plan adopted by the Trust on
behalf of the Funds pursuant to Rule 12b-1 under the 1940 Act.
SEVENTH: The Distributor will accept orders for the purchase of shares
of each Fund only to the extent of purchase orders actually received and not in
excess of such orders, and it will not avail itself of any opportunity of making
a profit by expediting or withholding orders. It is mutually understood and
agreed that the Trust may reject purchase orders where, in the judgment of the
Trust, such rejection is in the best interest of the Trust.
EIGHTH: The Trust, on behalf of the Funds, and the Distributor shall
each comply with all applicable provisions of the Investment Company Act of 1940
(the "1940 Act"), the Securities Act of 1933 and of all other federal and state
laws, rules and regulations governing the issuance and sale of shares of each
Fund.
NINTH:
(A) In the absence of willful misfeasance, bad faith, gross negligence
or reckless disregard of obligations or duties hereunder on the part of the
Distributor, the Trust on behalf of the Funds agrees to indemnify the
Distributor against any and all claims, demands, liabilities and expenses which
the Distributor may incur under the Securities Act of 1933, or common law or
otherwise, arising out of or based upon any alleged untrue statement of a
material fact contained in any registration statement or prospectus of the
Funds, or any omission to state a material fact therein, the omission of which
makes any statement contained therein misleading, unless such statement or
omission was made in reliance upon, and in conformity with, information
furnished to the Trust or a Fund in connection therewith by or on behalf of the
Distributor. The Distributor agrees to indemnify the Trust and the Funds against
any and all claims, demands, liabilities and expenses which the Trust or the
Funds may incur arising out of or based upon any act or deed of the Distributor
or its sales representatives which has not been authorized by the Trust or the
Funds in its prospectus or in this Agreement.
(B) The Distributor agrees to indemnify the Trust and the Funds against
any and all claims, demands, liabilities and expenses which the Trust or the
Funds may incur under the Securities Act of 1933, or common law or otherwise,
arising out of or based upon any alleged untrue statement of a material fact
contained in any registration statement or prospectus of the Funds, or any
omission to state a material fact therein if such statement or omission was made
in reliance upon, and in conformity with, information furnished to the Trust or
the Funds in connection therewith by or on behalf of the Distributor.
(C) Notwithstanding any other provision of this Agreement, the
Distributor shall not be liable for any errors of the Funds' transfer agent(s),
or for any failure of any such transfer agent to perform its duties.
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TENTH: Nothing herein contained shall require the Trust to take any
action contrary to any provision of its , or to any applicable statute or
regulation.
ELEVENTH: This Agreement shall become effective as of the date hereof,
shall continue in force and effect until June 30, 2002, and shall continue in
force and effect from year to year thereafter, provided, that such continuance
is specifically approved at least annually (a)(i) by the Board of Trustees of
the Trust or (ii) by the vote of a majority of the Funds' outstanding voting
securities (as defined in Section 2(a)(42) of the 1940 Act), and (b) by vote of
a majority of the trustees of the Trust who are not parties to this Agreement or
"interested persons" (as defined in Section 2(a)(19) of the 0000 Xxx) of any
party to this Agreement cast in person at a meeting called for such purpose.
TWELFTH:
(A) This Agreement may be terminated at any time, without the payment
of any penalty, by vote of the Board of Trustees of the Trust or by vote of a
majority of the outstanding voting securities of each Fund, or by the
Distributor, on sixty (60) days' written notice to the other party.
(B) This Agreement shall automatically terminate in the event of its
assignment, the term "assignment" having the meaning set forth in Section
2(a)(4) of the 1940 Act.
THIRTEENTH: Any notice under this Agreement shall be in writing,
addressed and delivered, or mailed postage prepaid, to the other party at such
address as the other party may designate for the receipt of notices. Until
further notice to the other party, it is agreed that the addresses of both the
Trust and the Distributor shall be 00 Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx
00000.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in duplicate on the day and year first above written.
AIM VARIABLE INSURANCE FUNDS
By:
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Name: Xxxxx X. Xxxxxxx
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Title: Senior Vice President
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Attest:
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Name:
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Title:
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A I M DISTRIBUTORS, INC.
By:
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Name: Xxxxxxx X. Xxxx
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Title: President
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Attest:
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Name:
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Title:
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APPENDIX A
TO
FIRST AMENDED AND RESTATED
MASTER DISTRIBUTION AGREEMENT
OF
AIM VARIABLE INSURANCE FUNDS
SERIES I SHARES
AIM V.I. Aggressive Growth Fund
AIM V.I. Balanced Fund
AIM V.I. Blue Chip Fund
AIM V.I. Capital Appreciation Fund
AIM V.I. Capital Development Fund
AIM V.I. Dent Demographic Trends Fund
AIM V.I. Diversified Income Fund
AIM V.I. Global Utilities Fund
AIM V.I. Government Securities Fund
AIM V.I. Growth and Income Fund
AIM V.I. Growth Fund
AIM V.I. High Yield Fund
AIM V.I. International Equity Fund
AIM V.I. Money Market Fund
AIM V.I. New Technology Fund
AIM V.I. Value Fund
SERIES II SHARES
AIM V.I. Aggressive Growth Fund
AIM V.I. Balanced Fund
AIM V.I. Blue Chip Fund
AIM V.I. Capital Appreciation Fund
AIM V.I. Capital Development Fund
AIM V.I. Dent Demographic Trends Fund
AIM V.I. Diversified Income Fund
AIM V.I. Global Utilities Fund
AIM V.I. Government Securities Fund
AIM V.I. Growth and Income Fund
AIM V.I. Growth Fund
AIM V.I. High Yield Fund
AIM V.I. International Equity Fund
AIM V.I. Money Market Fund
AIM V.I. New Technology Fund
AIM V.I. Value Fund
A-1
