EXHIBIT 12
LAW OFFICES
BALLARD SPAHR ANDREWS & INGERSOLL, LLP BALTIMORE, MD
1735 MARKET STREET, 51ST FLOOR DENVER, CO
PHILADELPHIA, PENNSYLVANIA 19103-7599 SALT LAKE CITY, UT
215-665-8500 VOORHEES, NJ
FAX: 215-864-8999 WASHINGTON, DC
www.ballardspahr.com WILMINGTON, DE
December 29, 2003
AIM Variable Insurance Funds
11 Greenway Plaza, Suite 100
Houston, TX 77046-1173
Ladies and Gentlemen:
We have acted as counsel to AIM Variable Insurance Funds, a
Delaware statutory trust (the "Trust"), in connection with the following:
(i) That certain Agreement and Plan of Reorganization
(the "Growth Fund Plan"), dated December 10, 2003, by and among the Trust, on
behalf of its series portfolio, AIM V.I. Growth Fund ("AIM Growth Fund"),
INVESCO Variable Investment Funds, Inc. ("IVIFI"), a Maryland corporation, on
behalf of its series portfolio, INVESCO VIF-Growth Fund ("INVESCO Growth Fund"),
A I M Advisors, Inc. ("AIM"), a Delaware corporation, and INVESCO Funds Group,
Inc. ("INVESCO"), a Delaware corporation, which provides for the reorganization
of INVESCO Growth Fund with and into AIM Growth Fund (the "Growth Fund
Reorganization"). Pursuant to the Growth Fund Plan, all of the assets of INVESCO
Growth Fund will be transferred to AIM Growth Fund, AIM Growth Fund will assume
all of the liabilities of INVESCO Growth Fund and the Trust will issue shares of
each class of AIM Growth Fund to shareholders of INVESCO Growth Fund
corresponding to the class of shares of INVESCO Growth Fund held by such
shareholders. The value of each INVESCO Growth Fund shareholder's account with
AIM Growth Fund after the Growth Fund Reorganization will be the same as the
value of such shareholder's account with INVESCO Growth Fund immediately prior
to the Growth Fund Reorganization.
(ii) That certain Agreement and Plan of Reorganization
(the "High Yield Fund Plan"), dated December 10, 2003, by and among the Trust,
on behalf of its series portfolio, AIM V.I. High Yield Fund ("AIM High Yield
Fund"), IVIFI, on behalf of its series portfolio, INVESCO VIF-High Yield Fund
("INVESCO High Yield Fund"), AIM and INVESCO, which provides for the
reorganization of INVESCO High Yield Fund with and into AIM High Yield Fund (the
"High Yield Fund Reorganization"). Pursuant to the High Yield Fund Plan, all of
the assets of INVESCO High Yield Fund will be transferred to AIM High Yield
Fund, AIM High Yield Fund will assume all of the liabilities of INVESCO High
Yield Fund and the Trust will issue shares of each class of AIM High Yield Fund
to shareholders of INVESCO High Yield
AIM Variable Insurance Funds
December 29,2003
Page 2
Fund corresponding to the class of shares of INVESCO High Yield Fund held by
such shareholders. The value of each INVESCO High Yield Fund shareholder's
account with AIM High Yield Fund after the High Yield Fund Reorganization will
be the same as the value of such shareholder's account with INVESCO High Yield
Fund immediately prior to the High Yield Fund Reorganization.
As used herein, "Plan" shall refer to the Growth Fund Plan and
the High Yield Fund Plan, as the case may be; "Selling Fund" shall refer to
INVESCO Growth Fund and INVESCO High Yield Fund, as the case may be; and
"Reorganizations" shall refer to the Growth Fund Reorganization and the High
Yield Fund Reorganization.
In connection with our giving this opinion, we have examined
copies of the Trust's Certificate of Trust, Amended and Restated Agreement and
Declaration of Trust, as amended (the "Trust Agreement"), and resolutions of the
Board of Trustees adopted by unanimous written consent dated December 10, 2003
and at an in-person meeting on December 9-10, 2003, and originals or copies,
certified or otherwise identified to our satisfaction, of such other documents,
records and other instruments as we have deemed necessary or advisable for
purposes of this opinion. As to various questions of fact material to our
opinion, we have relied upon information provided by officers of the Trust.
The opinion expressed below is based on the assumption that a
Registration Statement on Form N-14 with respect to the classes of shares of
each of AIM Growth Fund and AIM High Yield Fund to be issued to the shareholders
of the corresponding Selling Fund pursuant to the applicable Plan, as set forth
on Exhibit A hereto (the "Buying Fund Shares"), will have been filed by the
Trust with the Securities and Exchange Commission and will have become effective
before any of the Reorganizations occur.
Based on the foregoing, we are of the opinion that the Buying
Fund Shares are duly authorized and, when issued by the Trust to the
shareholders of the applicable Selling Fund in accordance with the terms and
conditions of the applicable Plan, will be legally issued, fully paid and
nonassessable.
We express no opinion concerning the laws of any jurisdiction
other than the federal laws of the United States of America and the Delaware
Statutory Trust Act.
Both the Delaware Statutory Trust Act and the Trust Agreement
provide that shareholders of the Trust shall be entitled to the same limitation
on personal liability as is extended under the Delaware General Corporation Law
to stockholders of private corporations for profit. There is a remote
possibility, however, that, under certain circumstances, shareholders of a
Delaware statutory trust may be held personally liable for that trust's
obligations to the extent that the courts of another state which does not
recognize such limited liability were to apply the laws of such state to a
controversy involving such obligations. The Trust Agreement also provides for
indemnification out of property of a fund for all loss and expense of any
shareholder held personally liable for the obligations of that fund. Therefore,
the risk of any shareholder incurring financial loss beyond his investment due
to shareholder liability is limited
AIM Variable Insurance Funds
December 29,2003
Page 3
to circumstances in which a fund is unable to meet its obligations and the
express limitation of shareholder liabilities is determined not to be effective.
We consent to the filing of this opinion as an Exhibit to the
Trust's Registration Statement on Form N-14 and to the references to our firm
under the following captions under the heading "Proposal 1 - Approval of the
Agreement to Combine Your Fund and Buying Fund": "Summary - The Reorganization,"
"Additional Information About the Agreement - Other Terms," "Additional
Information About the Agreement - Federal Income Tax Consequences" and "Legal
Matters," and under the caption "The Federal Income Tax Consequences of the
Redomestication" under the heading "Proposal 5 - Approval of the Plan to
Redomesticate Each Series Portfolio of Company as a New Series Portfolio of AIM
Variable Insurance Funds" in the combined Proxy Statement/Prospectus for each
Selling Fund, which are included in such Registration Statement.
Very truly yours,
/s/ Ballard Spahr Andrews & Ingersoll, LLP
EXHIBIT A
BUYING FUND SHARES
AIM V.I. Growth Fund
Series I shares
AIM V.I. High Yield Fund
Series I shares