Sub-Item 77Q1(a)
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
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.
-------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President
2
Sub-Item 77Q1(a)
AMENDMENT NO. 1
TO
AGREEMENT AND DECLARATION OF TRUST
OF
AIM VARIABLE INSURANCE FUNDS
This Amendment No. 1 to the Agreement and Declaration of Trust of AIM
Variable Insurance Funds (this "Amendment") amends, effective as of April 26,
2000, the Agreement and Declaration of Trust of AIM Variable Insurance Funds
dated as of December 6, 1999 (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. Schedule A of the Agreement is hereby amended and restated to read
in full as set forth on Exhibit 1 to this Amendment.
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 April 26, 2000.
By:
------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President
Sub-Item 77Q1(a)
EXHIBIT 1 TO AMENDMENT NO. 1
DATED AS OF APRIL 26, 2000
TO
AGREEMENT AND DECLARATION OF TRUST
OF
AIM VARIABLE INSURANCE FUNDS
SCHEDULE A
AIM VARIABLE INSURANCE FUNDS
PORTFOLIOS THEREOF
PORTFOLIO
---------
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 Growth and 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. Telecommunications and Technology Fund
AIM V.I. Value Fund
Sub-Item 77Q1(a)
AIM VARIABLE INSURANCE FUNDS
MASTER INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT is made this ____ day of __________, 2000, by and
between AIM Variable Insurance Funds, a Delaware business trust (the "Trust")
with respect to its series of shares shown on the Appendix A attached hereto,
as the same may be amended from time to time, and A I M Advisors, Inc., a
Delaware corporation (the "Advisor").
RECITALS
WHEREAS, the Trust is registered under the Investment Company Act of
1940, as amended (the "1940 Act"), as an open-end, diversified management
investment company;
WHEREAS, the Advisor is registered under the Investment Advisers Act
of 1940, as amended (the "Advisers Act"), as an investment advisor and engages
in the business of acting as an investment advisor;
WHEREAS, the Trust's Agreement and Declaration of Trust (the
"Declaration of Trust") authorizes the Board of Trustees of the Trust (the
"Board of Trustees") to create separate series of shares of beneficial interest
of the Trust, and as of the date of this Agreement, the Board of Trustees has
created seventeen separate series portfolios (such portfolios and any other
portfolios hereafter added to the Trust being referred to collectively herein
as the "Funds"); and
WHEREAS, the Trust and the Advisor desire to enter into an agreement
to provide for investment advisory services to the Funds upon the terms and
conditions hereinafter set forth;
NOW THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, the receipt of which is
hereby acknowledged, the parties agree as follows:
1. Advisory Services. The Advisor shall act as investment advisor for
the Funds and shall, in such capacity, supervise all aspects of the Funds'
operations, including the investment and reinvestment of cash, securities or
other properties comprising the Funds' assets, subject at all times to the
policies and control of the Board of Trustees. The Advisor shall give the Trust
and the Funds the benefit of its best judgment, efforts and facilities in
rendering its services as investment advisor.
2. Investment Analysis and Implementation. In carrying out its
obligations under Section 1 hereof, the Advisor shall:
(a) supervise all aspects of the operations of the Funds;
(b) obtain and evaluate pertinent information about significant
developments and economic, statistical and financial data, domestic,
foreign or otherwise, whether affecting the economy generally or the
Funds, and whether concerning the individual issuers whose securities
are included in the assets of the Funds or the activities in which
such issuers engage, or with respect to securities which the Advisor
considers desirable for inclusion in the Funds' assets;
1
(c) determine which issuers and securities shall be represented in
the Funds' investment portfolios and regularly report thereon to the
Board of Trustees;
(d) formulate and implement continuing programs for the purchases
and sales of the securities of such issuers and regularly report
thereon to the Board of Trustees; and
(e) take, on behalf of the Trust and the Funds, all actions which
appear to the Trust and the Funds necessary to carry into effect such
purchase and sale programs and supervisory functions as aforesaid,
including but not limited to the placing of orders for the purchase
and sale of securities for the Funds.
3. Securities Lending Duties and Fees. The Advisor agrees to provide
the following services in connection with the securities lending activities of
each Fund: (a) oversee participation in the securities lending program to
ensure compliance with all applicable regulatory and investment guidelines; (b)
assist the securities lending agent or principal (the "Agent") in determining
which specific securities are available for loan; (c) monitor the Agent to
ensure that securities loans are effected in accordance with the Advisor's
instructions and with procedures adopted by the Board of Trustees; (d) prepare
appropriate periodic reports for, and seek appropriate approvals from, the
Board of Trustees with respect to securities lending activities; (e) respond to
Agent inquiries; and (f) perform such other duties as necessary.
As compensation for such services provided by the Advisor in
connection with securities lending activities of each Fund, a lending Fund
shall pay the Advisor a fee equal to 25% of the net monthly interest or fee
income retained or paid to the Fund from such activities.
4. Delegation of Responsibilities. The Advisor is authorized to
delegate any or all of its rights, duties and obligations under this Agreement
to one or more sub-advisors, and may enter into agreements with sub-advisors,
and may replace any such sub-advisors from time to time in its discretion, in
accordance with the 1940 Act, the Advisers Act, and rules and regulations
thereunder, as such statutes, rules and regulations are amended from time to
time or are interpreted from time to time by the staff of the Securities and
Exchange Commission ("SEC"), and if applicable, exemptive orders or similar
relief granted by the SEC and upon receipt of approval of such sub-advisors by
the Board of Trustees and by shareholders (unless any such approval is not
required by such statutes, rules, regulations, interpretations, orders or
similar relief).
5. Independent Contractors. The Advisor and any sub-advisors shall for
all purposes herein be deemed to be independent contractors and shall, unless
otherwise expressly provided or authorized, have no authority to act for or
represent the Trust in any way or otherwise be deemed to be an agent of the
Trust.
6. Control by Board of Trustees. Any investment program undertaken by
the Advisor pursuant to this Agreement, as well as any other activities
undertaken by the Advisor on behalf of the Funds, shall at all times be subject
to any directives of the Board of Trustees.
7. Compliance with Applicable Requirements. In carrying out its
obligations under this Agreement, the Advisor shall at all times conform to:
(a) all applicable provisions of the 1940 Act and the Advisers Act
and any rules and regulations adopted thereunder;
2
(b) the provisions of the registration statement of the Trust, as
the same may be amended from time to time under the Securities Act of
1933 and the 1940 Act;
(c) the provisions of the Declaration of Trust, as the same may be
amended from time to time;
(d) the provisions of the by-laws of the Trust, as the same may be
amended from time to time; and
(e) any other applicable provisions of state, federal or foreign
law.
8. Broker-Dealer Relationships. The Advisor is responsible for
decisions to buy and sell securities for the Funds, broker-dealer selection,
and negotiation of brokerage commission rates.
(a) The Advisor's primary consideration in effecting a security
transaction will be to obtain the best execution.
(b) In selecting a broker-dealer to execute each particular
transaction, the Advisor will take the following into consideration:
the best net price available; the reliability, integrity and financial
condition of the broker-dealer; the size of and the difficulty in
executing the order; and the value of the expected contribution of the
broker-dealer to the investment performance of the Funds on a
continuing basis. Accordingly, the price to the Funds in any
transaction may be less favorable than that available from another
broker-dealer if the difference is reasonably justified by other
aspects of the fund execution services offered.
(c) Subject to such policies as the Board of Trustees may from time
to time determine, the Advisor shall not be deemed to have acted
unlawfully or to have breached any duty created by this Agreement or
otherwise solely by reason of its having caused the Funds to pay a
broker or dealer that provides brokerage and research services to the
Advisor an amount of commission for effecting a fund investment
transaction in excess of the amount of commission another broker or
dealer would have charged for effecting that transaction, if the
Advisor determines in good faith that such amount of commission was
reasonable in relation to the value of the brokerage and research
services provided by such broker or dealer, viewed in terms of either
that particular transaction or the Advisor's overall responsibilities
with respect to a particular Fund, other Funds of the Trust, and to
other clients of the Advisor as to which the Advisor exercises
investment discretion. The Advisor is further authorized to allocate
the orders placed by it on behalf of the Funds to such brokers and
dealers who also provide research or statistical material, or other
services to the Funds, to the Advisor, or to any sub-advisor. Such
allocation shall be in such amounts and proportions as the Advisor
shall determine and the Advisor will report on said allocations
regularly to the Board of Trustees indicating the brokers to whom such
allocations have been made and the basis therefor.
(d) With respect to one or more Funds, to the extent the Advisor does
not delegate trading responsibility to one or more sub-advisors, in
making decisions regarding broker-dealer relationships, the Advisor
may take into consideration the recommendations of any sub-advisor
appointed to provide investment research or advisory services in
connection with the Funds, and may take into consideration any
research services provided to such sub-advisor by broker-dealers.
3
(e) Subject to the other provisions of this Section 8, the 1940 Act,
the Securities Exchange Act of 1934, and rules and regulations
thereunder, as such statutes, rules and regulations are amended from
time to time or are interpreted from time to time by the staff of the
SEC, any exemptive orders issued by the SEC, and any other applicable
provisions of law, the Advisor may select brokers or dealers with
which it or the Funds are affiliated.
9. Compensation. The compensation that each Fund shall pay the Advisor
is set forth in Appendix B attached hereto.
10. Expenses of the Funds. All of the ordinary business expenses
incurred in the operations of the Funds and the offering of their shares shall
be borne by the Funds unless specifically provided otherwise in this Agreement.
These expenses borne by the Funds include but are not limited to brokerage
commissions, taxes, legal, accounting, auditing, or governmental fees, the cost
of preparing share certificates, custodian, transfer and shareholder service
agent costs, expenses of issue, sale, redemption and repurchase of shares,
expenses of registering and qualifying shares for sale, expenses relating to
trustees and shareholder meetings, the cost of preparing and distributing
reports and notices to shareholders, the fees and other expenses incurred by
the Trust on behalf of the Funds in connection with membership in investment
company organizations and the cost of printing copies of prospectuses and
statements of additional information distributed to the Funds' shareholders.
11. Services to Other Companies or Accounts. The Trust understands
that the Advisor now acts, will continue to act and may act in the future as
investment manager or advisor to fiduciary and other managed accounts, and as
investment manager or advisor to other investment companies, including any
offshore entities, or accounts, and the Trust has no objection to the Advisor
so acting, provided that whenever the Trust and one or more other investment
companies or accounts managed or advised by the Advisor have available funds
for investment, investments suitable and appropriate for each will be allocated
in accordance with a formula believed to be equitable to each company and
account. The Trust recognizes that in some cases this procedure may adversely
affect the size of the positions obtainable and the prices realized for the
Funds.
12. Non-Exclusivity. The Trust understands that the persons employed
by the Advisor to assist in the performance of the Advisor's duties under this
Agreement will not devote their full time to such service and nothing contained
in this Agreement shall be deemed to limit or restrict the right of the Advisor
or any affiliate of the Advisor to engage in and devote time and attention to
other businesses or to render services of whatever kind or nature. The Trust
further understands and agrees that officers or directors of the Advisor may
serve as officers or trustees of the Trust, and that officers or trustees of
the Trust may serve as officers or directors of the Advisor to the extent
permitted by law; and that the officers and directors of the Advisor are not
prohibited from engaging in any other business activity or from rendering
services to any other person, or from serving as partners, officers, directors
or trustees of any other firm or trust, including other investment advisory
companies.
13. Effective Date, Term and Approval. This Agreement shall become
effective with respect to a Fund, if approved by the shareholders of such Fund,
on the Effective Date for such Fund, as set forth in Appendix A attached
hereto. If so approved, this Agreement shall thereafter continue in force and
effect until June 30, 2001, and may be continued from year to year thereafter,
provided that the continuation of the Agreement is specifically approved at
least annually:
4
(a) (i) by the Board of Trustees or (ii) by the vote of "a majority
of the outstanding voting securities" of such Fund (as defined in
Section 2(a)(42) of the ▇▇▇▇ ▇▇▇); and
(b) by the affirmative vote of a majority of the trustees who are
not parties to this Agreement or "interested persons" (as defined in
the ▇▇▇▇ ▇▇▇) of a party to this Agreement (other than as trustees of
the Trust), by votes cast in person at a meeting specifically called
for such purpose.
14. Termination. This Agreement may be terminated as to the Trust or
as to any one or more of the Funds at any time, without the payment of any
penalty, by vote of the Board of Trustees or by vote of a majority of the
outstanding voting securities of the applicable Fund, or by the Advisor, on
sixty (60) days' written notice to the other party. The notice provided for
herein may be waived by the party entitled to receipt thereof. This Agreement
shall automatically terminate in the event of its assignment, the term
"assignment" for purposes of this paragraph having the meaning defined in
Section 2(a)(4) of the 1940 Act.
15. Amendment. No amendment of this Agreement shall be effective
unless it is in writing and signed by the party against which enforcement of
the amendment is sought.
16. Liability of Advisor and Fund. In the absence of willful
misfeasance, bad faith, gross negligence or reckless disregard of obligations
or duties hereunder on the part of the Advisor or any of its officers,
directors or employees, the Advisor shall not be subject to liability to the
Trust or to the Funds or to any shareholder of the Funds for any act or
omission in the course of, or connected with, rendering services hereunder or
for any losses that may be sustained in the purchase, holding or sale of any
security. Any liability of the Advisor to one Fund shall not automatically
impart liability on the part of the Advisor to any other Fund. No Fund shall be
liable for the obligations of any other Fund.
17. Liability of Shareholders. Notice is hereby given that, as
provided by applicable law, the obligations of or arising out of this Agreement
are not binding upon any of the shareholders of the Trust individually but are
binding only upon the assets and property of the Trust and that the
shareholders shall be entitled, to the fullest extent permitted by applicable
law, to the same limitation on personal liability as shareholders of private
corporations for profit.
18. Notices. Any notices under this Agreement shall be in writing,
addressed and delivered, telecopied or mailed postage paid, to the other party
entitled to receipt thereof at such address as such party may designate for the
receipt of such notice. Until further notice to the other party, it is agreed
that the address of the Trust and that of the Advisor shall be ▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇.
19. Questions of Interpretation. Any question of interpretation of any
term or provision of this Agreement having a counterpart in or otherwise
derived from a term or provision of the 1940 Act or the Advisers Act shall be
resolved by reference to such term or provision of the 1940 Act or the Advisers
Act and to interpretations thereof, if any, by the United States Courts or in
the absence of any controlling decision of any such court, by rules,
regulations or orders of the SEC issued pursuant to said Acts. In addition,
where the effect of a requirement of the 1940 Act or the Advisers Act reflected
in any provision of the Agreement is revised by rule, regulation or order of
the SEC, such provision shall be deemed to incorporate the effect of such rule,
regulation or order. Subject to the foregoing, this Agreement shall be
5
governed by and construed in accordance with the laws (without reference to
conflicts of law provisions) of the State of Texas.
20. License Agreement. The Trust shall have the non-exclusive right to
use the name "AIM" to designate any current or future series of shares only so
long as A I M Advisors, Inc. serves as investment manager or advisor to the
Trust with respect to such series of shares.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed in duplicate by their respective officers on the day and year first
written above.
AIM VARIABLE INSURANCE FUNDS
(a Delaware business trust)
Attest:
--------------------------------- -----------------------------------
Assistant Secretary President
(SEAL)
Attest: A I M ADVISORS, INC.
--------------------------------- -----------------------------------
Assistant Secretary President
(SEAL)
6
APPENDIX A
FUNDS AND EFFECTIVE DATES
NAME OF FUND EFFECTIVE DATE OF ADVISORY AGREEMENT
------------ ------------------------------------
AIM V.I. Aggressive Growth Fund May 1, 2000
AIM V.I. Balanced Fund May 1, 2000
AIM V.I. Blue Chip Fund May 1, 2000
AIM V.I. Capital Appreciation Fund May 1, 2000
AIM V.I. Capital Development Fund May 1, 2000
AIM V.I. Dent Demographic Trends Fund May 1, 2000
AIM V.I. Diversified Income Fund May 1, 2000
AIM V.I. Global Growth and Income Fund May 1, 2000
AIM V.I. Global Utilities Fund May 1, 2000
AIM V.I. Government Securities Fund May 1, 2000
AIM V.I. Growth and Income Fund May 1, 2000
AIM V.I. Growth Fund May 1, 2000
AIM V.I. High Yield Fund May 1, 2000
AIM V.I. International Equity Fund May 1, 2000
AIM V.I. Money Market Fund May 1, 2000
AIM V.I. Telecommunications and Technology Fund May 1, 2000
AIM V.I. Value Fund May 1, ▇▇▇▇
▇-▇
▇▇▇▇▇▇▇▇ ▇
COMPENSATION TO THE ADVISOR
The Trust shall pay the Advisor, out of the assets of a Fund, as full
compensation for all services rendered, an advisory fee for such Fund set forth
below. Such fee shall be calculated by applying the following annual rates to
the average daily net assets of such Fund for the calendar year computed in the
manner used for the determination of the net asset value of shares of such
Fund.
AIM V.I. CAPITAL APPRECIATION FUND
AIM V.I. GROWTH FUND
AIM V.I. GROWTH AND INCOME FUND
AIM V.I. GLOBAL UTILITIES FUND
AIM V.I. VALUE FUND
NET ASSETS ANNUAL RATE
First $250 million............................................. 0.65%
Over $250 million.............................................. 0.60%
AIM V.I. AGGRESSIVE GROWTH FUND
NET ASSETS ANNUAL RATE
First $150 million............................................. 0.80%
Over $150 million.............................................. 0.625%
AIM V.I. BALANCED FUND
NET ASSETS ANNUAL RATE
First $150 million............................................. 0.75%
Over $150 million.............................................. 0.50%
AIM V.I. BLUE CHIP FUND
AIM V.I. CAPITAL DEVELOPMENT FUND
NET ASSETS ANNUAL RATE
First $350 million............................................. 0.75%
Over $350 million.............................................. 0.625%
B-1
AIM V.I. DENT DEMOGRAPHIC TRENDS FUND
NET ASSETS ANNUAL RATE
First $2 billion............................................... 0.85%
Over $2 billion................................................ 0.80%
AIM V.I. DIVERSIFIED INCOME FUND
NET ASSETS ANNUAL RATE
First $250 million............................................. 0.60%
Over $250 million.............................................. 0.55%
AIM V.I. GLOBAL GROWTH AND INCOME FUND
AIM V.I. TELECOMMUNICATIONS AND TECHNOLOGY FUND
NET ASSETS ANNUAL RATE
Average Daily Net Assets....................................... 1.00%
AIM V.I. GOVERNMENT SECURITIES FUND
NET ASSETS ANNUAL RATE
First $250 million............................................. 0.50%
Over $250 million.............................................. 0.45%
AIM V.I. HIGH YIELD FUND
NET ASSETS ANNUAL RATE
First $200 million............................................. 0.625%
Next $300 million.............................................. 0.55%
Next $500 million.............................................. 0.50%
Amount over $1 billion......................................... 0.45%
AIM V.I. INTERNATIONAL EQUITY FUND
NET ASSETS ANNUAL RATE
First $250 million............................................. 0.75%
Over $250 million.............................................. 0.70%
B-2
AIM V.I. MONEY MARKET FUND
NET ASSETS ANNUAL RATE
First $250 million............................................. 0.40%
Over $250 million.............................................. 0.35%
B-3