UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934

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AIM VARIABLE INSURANCE FUNDS
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(AIM LOGO)

AIM VARIABLE INSURANCE FUNDS

AIM V.I. AGGRESSIVE GROWTH FUND
AIM V.I. BALANCED FUND
AIM V.I. BASIC VALUE FUND
AIM V.I. BLUE CHIP FUND
AIM V.I. CAPITAL APPRECIATION FUND
AIM V.I. CAPITAL DEVELOPMENT FUND
AIM V.I. CORE EQUITY FUND
AIM V.I. DENT DEMOGRAPHIC TRENDS FUND
AIM V.I. DIVERSIFIED INCOME FUND
AIM V.I. GOVERNMENT SECURITIES FUND
AIM V.I. GROWTH FUND
AIM V.I. HIGH YIELD FUND
AIM V.I. INTERNATIONAL GROWTH FUND
AIM V.I. LARGE CAP GROWTH FUND
AIM V.I. MID CAP CORE EQUITY FUND
AIM V.I. MONEY MARKET FUND
AIM V.I. PREMIER EQUITY FUND
AIM V.I. SMALL CAP EQUITY FUND

11 GREENWAY PLAZA, SUITE 100
HOUSTON, TEXAS 77046-1173

February 26, 2004

Dear Contract Owner:

As you may be aware, AMVESCAP PLC, the parent company of the investment
advisor for AIM V.I. Aggressive Growth Fund, AIM V.I. Balanced Fund, AIM V.I.
Basic Value Fund, AIM V.I. Blue Chip Fund, AIM V.I. Capital Appreciation Fund,
AIM V.I. Capital Development Fund, AIM V.I. Core Equity Fund, AIM V.I. Dent
Demographic Trends Fund, AIM V.I. Diversified Income Fund, AIM V.I. Government
Securities Fund, AIM V.I. Growth Fund, AIM V.I. High Yield Fund, AIM V.I.
International Growth Fund, AIM V.I. Large Cap Growth Fund, AIM V.I. Mid Cap Core
Equity Fund, AIM V.I. Money Market Fund, AIM V.I. Premier Equity Fund and AIM
V.I. Small Cap Equity Fund (the "Funds"), has undertaken an integration
initiative for its North American mutual fund operations.

Shares of the Funds are sold to and held by separate accounts of various
insurance companies to fund variable annuity or variable life insurance
contracts offered by the insurance companies. The separate accounts invest in
shares of the Funds in accordance with instructions from variable annuity or
variable life contract owners. Except as otherwise might be provided by
applicable law, the separate accounts provide pass-through voting to contract
owners, and you, as a contract owner, have the right to instruct the separate
account on how to vote shares of your Fund held by the separate account under
your contract.

In the first phase of the integration initiative, A I M Distributors, Inc.
became the sole distributor for all retail INVESCO Funds and is now the
distributor for all retail INVESCO Funds and the retail AIM Funds.

As a result of this integration initiative, the independent trustees of the
Board of Trustees believe that your interests would best be served if the AIM
Funds and the INVESCO Funds had a unified board of directors/trustees. The
attached proxy statement seeks your vote in favor of the persons nominated to
serve as trustees.

Your vote is important. Please take a moment after reviewing the enclosed
materials to sign and return your proxy card or voting instruction card in the
enclosed postage paid return envelope. If you attend the meeting, you may vote
in person, with proper authorization from your life insurance company. If you
expect to attend the meeting in person, or have questions, please notify us by
calling (800) 952-3502. If we do not hear from you after a reasonable amount of
time, you may receive a telephone call from us reminding you to vote.

Sincerely,

/s/ ROBERT H. GRAHAM

ROBERT H. GRAHAM
Chairman and President

AIM VARIABLE INSURANCE FUNDS
AIM V.I. AGGRESSIVE GROWTH FUND
AIM V.I. BALANCED FUND
AIM V.I. BASIC VALUE FUND
AIM V.I. BLUE CHIP FUND
AIM V.I. CAPITAL APPRECIATION FUND
AIM V.I. CAPITAL DEVELOPMENT FUND
AIM V.I. CORE EQUITY FUND
AIM V.I. DENT DEMOGRAPHIC TRENDS FUND
AIM V.I. DIVERSIFIED INCOME FUND
AIM V.I. GOVERNMENT SECURITIES FUND
AIM V.I. GROWTH FUND
AIM V.I. HIGH YIELD FUND
AIM V.I. INTERNATIONAL GROWTH FUND
AIM V.I. LARGE CAP GROWTH FUND
AIM V.I. MID CAP CORE EQUITY FUND
AIM V.I. MONEY MARKET FUND
AIM V.I. PREMIER EQUITY FUND
AIM V.I. SMALL CAP EQUITY FUND
11 GREENWAY PLAZA, SUITE 100
HOUSTON, TEXAS 77046-1173

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 2, 2004

We cordially invite you to attend our Special Meeting of Shareholders to:

1. Elect 16 trustees to the Board of Trustees of AIM Variable Insurance
Funds (the "Trust"), each of whom will serve until his or her successor is
elected and qualified.

2. Transact any other business, not currently contemplated, that may
properly come before the Special Meeting, in the discretion of the proxies
or their substitutes.

We are holding the Special Meeting at 11 Greenway Plaza, Suite 100, Houston,
Texas 77046-1173 on April 2, 2004, at 3:00 p.m., Central Time.

Shareholders of record of one or more of the Funds as of the close of
business on January 9, 2004 are entitled to notice of, and to vote at, the
Special Meeting or any adjournment of the Special Meeting.

The Board is sending this Notice of Special Meeting of Shareholders, Proxy
Statement and proxy solicitation materials to (i) all separate accounts, which
are the shareholders who owned shares of common stock in the Funds at the close
of business on January 9, 2004 (the record date), and (ii) all contract owners
who had their variable annuity or variable life contract values allocated to the
Funds as of the close of business on January 9, 2004 and who are entitled to
instruct the corresponding separate account on how to vote.

WE REQUEST THAT YOU EXECUTE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE THE
ACCOMPANYING PROXY, WHICH IS BEING SOLICITED BY THE BOARD OF TRUSTEES OF THE
TRUST. YOUR VOTE IS IMPORTANT FOR THE PURPOSE OF ENSURING A QUORUM AT THE
SPECIAL MEETING. YOU MAY REVOKE YOUR PROXY AT ANY TIME BEFORE IT IS EXERCISED BY
EXECUTING AND SUBMITTING A REVISED PROXY, BY GIVING WRITTEN NOTICE OF REVOCATION
TO THE PRESIDENT OF THE TRUST OR BY VOTING IN PERSON AT THE SPECIAL MEETING.

/s/ ROBERT H. GRAHAM
Robert H. Graham
Chairman and President

February 26, 2004

SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 2, 2004

INTRODUCTION

Each series of AIM Variable Insurance Funds (the "Trust") is used solely as
an investment vehicle for variable annuity and variable life insurance contracts
issued by certain life insurance companies. You cannot purchase shares of the
Trust directly. As a contract owner of a variable annuity or variable life
insurance contract that offers one or more series of the Trust as an investment
option, however, you may allocate your contract values to a separate account of
the insurance company that invests in a series of the Trust.

In accordance with current law, the life insurance company separate
accounts, which are the shareholders of record of the Trust, in effect, pass
along their voting rights to the contract owners. Essentially, each life
insurance company seeks instructions as to how its contract owners wish the life
insurance company to vote the shares of the Trust (i) technically owned by the
life insurance company, but (ii) beneficially owned by the contract owners. The
life insurance companies communicate directly with contract owners about the
procedures that the life insurance companies follow in seeking instructions and
voting shares under the particular separate accounts. Each share of an
investment portfolio of the Trust that a contract owner beneficially owns,
entitles that contract owner to one vote on each proposal set forth in this
Proxy Statement (a fractional share has a fractional vote).

All references in this Proxy Statement to "shareholder" or "shareholders"
shall mean the "contract owner/separate account" or the "contract
owners/separate accounts," respectively. All references in this Proxy Statement
to "you" or "your" shall mean the "contract owner/separate account." All
references in this Proxy Statement to "proxy card" shall mean the "proxy card"
or "voting instruction card" you have received from the Board or from your
applicable life insurance company.

Proposal 1 that you are being asked to vote on results from an integration
initiative announced on March 27, 2003, by AMVESCAP PLC ("AMVESCAP"), the parent
company of A I M Advisors, Inc. ("AIM") and INVESCO Funds Group, Inc.
("INVESCO"), with respect to its North American mutual fund operations. The
following additional series of actions are also being taken in connection with
AMVESCAP's integration initiative. However, you are not being asked to vote on
these items.

- Using a single distributor for all AMVESCAP mutual funds in the United
States, with A I M Distributors, Inc. ("AIM Distributors"), the
distributor for the retail mutual funds advised by AIM (the "AIM Funds"),
replacing INVESCO Distributors, Inc. as the distributor for the retail
mutual funds advised by INVESCO (the "INVESCO Funds") effective July 1,
2003.

- Integrating back office support and creating a single platform for back
office support of AMVESCAP's mutual fund operations in the United States,
including such support services as transfer agency and information
technology.

- Rationalizing and streamlining the various AIM Funds and INVESCO Funds,
thereby reducing the number of smaller and less efficient funds that
compete for limited shareholder assets and consolidating certain funds
having similar investment objectives and strategies.

- Rationalizing the contractual arrangements for the provision of
investment advisory and administrative services to the AIM Funds and the
INVESCO Funds, with the objective of having AIM become the investment
advisor and administrator for each INVESCO Fund.

- Simplifying the organizational structure of the AIM Funds and the INVESCO
Funds so that they are all organized as Delaware statutory trusts, using
as few entities as practicable.

In considering the integration initiative proposed by AMVESCAP, the
directors/trustees of the AIM Funds and the directors of the INVESCO Funds who
are not "interested persons" (as defined in the Investment Company Act of 1940
(the "1940 Act")) of the Funds or their advisors determined that the
shareholders of both the AIM Funds and the INVESCO Funds would benefit if one
set of directors/trustees was responsible for overseeing the operation of both
the AIM Funds and the INVESCO Funds and the services provided by AIM, INVESCO
and their affiliates. Accordingly, these directors/trustees agreed to combine
the separate boards and create a unified board of directors/trustees. Proposal 1
relates to the election of trustees of your Fund.

INFORMATION ABOUT THE SPECIAL MEETING AND VOTING

PROXY STATEMENT

We are sending you this Proxy Statement and the enclosed proxy card on
behalf of the series portfolios of the Trust listed above (each a "Fund," and
together, the "Funds") because the Board of Trustees of the Trust (the "Board")
is soliciting your proxy to vote at the Special Meeting of Shareholders and at
any adjournments of the Special Meeting (collectively, the "Special Meeting").
This Proxy Statement gives you information about the business to be conducted at
the Special Meeting. However, you do not need to attend the Special Meeting to
vote. Instead, you may simply complete, sign and return the enclosed proxy card.

The Trust intends to mail this Proxy Statement, the enclosed Notice of
Special Meeting of Shareholders and the enclosed proxy card on or about February
26, 2004 to all shareholders entitled to vote. Shareholders of record of any
class of a Fund as of the close of business on January 9, 2004 (the "Record
Date") are entitled to vote at the Special Meeting. The number of shares
outstanding of each class of each Fund on the Record Date can be found in
Exhibit A. Each share of a Fund is entitled to one vote on each proposal set
forth in the table below that applies to the Fund (a fractional share has a
fractional vote).

We have previously sent to shareholders the most recent annual report for
their Fund, including financial statements, and the most recent semiannual
report succeeding the annual report, if any. The financial statements should be
read in conjunction with the disclosure included in this Proxy Statement under
the heading "Certain Civil Proceedings and Lawsuits." If you have not received
such report(s) or would like to

receive an additional copy, please contact A I M Distributors, Inc., 11 Greenway
Plaza, Suite 100, Houston, Texas 77046-1173, or call (800) 410-4246. We will
furnish such report(s) free of charge.

PROPOSAL TABLE

The following table summarizes each proposal to be presented at the Special
Meeting and the Funds whose shareholders the Board is soliciting with respect to
each proposal:

<Table>
<Caption>
AFFECTED
PROPOSAL FUNDS
- -------- ---------

1. Electing trustees........................................ All Funds
2. Considering other matters................................ All Funds
</Table>

TIME AND PLACE OF SPECIAL MEETING

We are holding the Special Meeting at 11 Greenway Plaza, Suite 100,
Houston, Texas 77046-1173 on April 2, 2004, at 3:00 p.m., Central Time.

VOTING IN PERSON

If you do attend the Special Meeting and wish to vote in person, you must
bring a letter from the insurance company that issued your variable annuity or
variable life contract, indicating that you are the beneficial owner of the
shares on the Record Date and authorizing you to vote. Please call the Trust at
(800) 952-3502 if you plan to attend the Special Meeting.

VOTING BY PROXY

Whether you plan to attend the Special Meeting or not, we urge you to
complete, sign and date the enclosed proxy card and to return it promptly in the
envelope provided. Returning the proxy card will not affect your right to attend
the Special Meeting and vote.

If you properly fill in and sign your proxy card and send it to us in time
to vote at the Special Meeting, your "proxy" (the individual named on your proxy
card) will vote your shares as you have directed. If you sign your proxy card
but do not make specific choices, your proxy will vote your shares as
recommended by the Board of the Trust as follows and in accordance with
management's recommendation on other matters:

- FOR the election of all 16 nominees for trustee of the Trust.

Your proxy will have the authority to vote and act on your behalf at any
adjournment of the Special Meeting.

If you have given voting instructions you may revoke them only through and
in accordance with the procedures of the applicable life insurance company prior
to the date of the meeting. In addition, although merely attending the Special
Meeting will not revoke your proxy, if you are present at the Special Meeting
you may withdraw your proxy and vote in person. Shareholders may also transact
any other business not currently contemplated that may properly come before the
Special Meeting in the discretion of the proxies or their substitutes.

QUORUM REQUIREMENT AND ADJOURNMENT

A quorum of shareholders is necessary to hold a valid meeting. A quorum for
the Trust will exist if shareholders entitled to vote one-third of the issued
and outstanding shares of the Trust on the Record Date are present at the
Special Meeting in person or by proxy.

Abstentions will count as shares present at the Special Meeting for
purposes of establishing a quorum.

If a quorum is not present at the Special Meeting or a quorum is present
but sufficient votes to approve the proposal are not received, the persons named
as proxies may propose one or more adjournments of the Special Meeting to permit
further solicitation of proxies. Any such adjournment will require the
affirmative

vote of a majority of the votes cast at the Special Meeting in person or by
proxy. The persons named as proxies will vote those proxies that they are
entitled to vote FOR the proposal in favor of such an adjournment and will vote
those proxies required to be voted AGAINST the proposal against such an
adjournment. A shareholder vote may be taken on the proposal in this Proxy
Statement prior to any such adjournment if sufficient votes have been received
and it is otherwise appropriate.

VOTE NECESSARY TO APPROVE PROPOSAL 1

The affirmative vote of a plurality of votes cast by the shareholders of
the Trust is necessary to elect trustees of the Trust at the Special Meeting,
meaning that the trustee nominee with the most affirmative votes for a
particular slot is elected for that slot. Since the election for trustees is
uncontested, the plurality requirement is not a factor. In other words, each
nominee needs just one vote to be elected trustee. Abstentions will not count as
votes cast and will have no effect on the outcome of this proposal.

PROXY SOLICITATION

The Trust will solicit proxies for the Special Meeting. The Trust expects
to solicit proxies principally by mail, but the Trust may also solicit proxies
by telephone, facsimile or personal interview. The Trust's officers will not
receive any additional or special compensation for any such solicitation.
AMVESCAP or one of its subsidiaries will bear the costs of soliciting proxies,
the printing and mailing of this Proxy Statement, the attached Notice of Special
Meeting of Shareholders, the enclosed proxy card, and any further solicitation.

OTHER MATTERS

Management does not know of any matters to be presented at the Special
Meeting other than those discussed in this Proxy Statement. If any other matters
properly come before the Special Meeting, the shares represented by proxies will
be voted with respect thereto in accordance with management's recommendation.

SHAREHOLDER PROPOSALS

As a general matter, the Funds do not hold regular meetings of
shareholders. If you wish to submit a proposal for consideration at a meeting of
shareholders of your Fund, you should send such proposal to the Trust at the
address set forth on the first page of this Proxy Statement. To be considered
for presentation at a meeting of shareholders, the Trust must receive proposals
a reasonable time before proxy materials are prepared for the meeting. Your
proposal also must comply with applicable law.

For a discussion of procedures that you must follow if you want to propose
an individual for nomination as a trustee, please refer to the section of this
Proxy Statement entitled "Proposal 1 -- Committees of the Board -- Governance
Committee."

PROPOSAL 1

ELECTION OF TRUSTEES

BACKGROUND

In considering the integration initiative proposed by AMVESCAP, the
independent directors/trustees of the AIM Funds and the independent directors of
the INVESCO Funds determined that the shareholders of all the AIM Funds and the
INVESCO Funds would benefit if a unified board of directors/trustees was
responsible for overseeing the operation of both the AIM Funds and the INVESCO
Funds and the services provided by AIM, INVESCO and their affiliates.
Accordingly, the Boards of Directors/Trustees of the AIM Funds and the Boards of
Directors of the INVESCO Funds agreed to combine the separate boards and create
a unified board of directors/trustees.

STRUCTURE OF THE BOARD OF TRUSTEES

The Board currently consists of 12 persons. Ten of the current trustees are
"independent," meaning they are not "interested persons" of the Trust within the
meaning of Section 2(a)(19) of the 1940 Act. Two of the current trustees are
"interested persons" because of their business and financial relationships with
the Trust and AIM, the Trust's investment advisor, and/or AIM's parent,
AMVESCAP.

NOMINEES FOR TRUSTEES

The Trust's Governance Committee (which consists solely of independent
trustees) has approved the nomination of each of the 12 current trustees, as set
forth below, to serve as trustee until his or her successor is elected and
qualified. In addition, the Trust's Governance Committee has approved the
nomination of four new nominees, as set forth below, to serve as trustee until
his or her successor is elected and qualified. These four new nominees were
nominated to effect the proposed combination of the Boards of Directors/Trustees
of the AIM Funds and the Boards of Directors of the INVESCO Funds.

Each nominee who is a current trustee serves as a director or trustee of
the 19 registered investment companies, consisting of a total of 99 portfolios,
that make up the AIM Funds. The business address of each nominee who is a
current trustee is 11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173.

Each new nominee serves as a director of Company, consisting of a total of
13 portfolios. Each new nominee also serves as a director or trustee of 17 of
the 19 AIM funds, consisting of a total of 78 portfolios. The business address
of each new nominee is 11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173.
Each new nominee was recommended to Trust's Governance Committee by the
independent trustees of Trust.

If elected, each nominee who is a current trustee would oversee a total of
18 registered investment companies currently comprising 91 portfolios and each
new nominee would oversee a total of 19 registered investment companies
currently comprising 112 portfolios.

NOMINEES WHO CURRENTLY ARE INDEPENDENT TRUSTEES

<Table>
<Caption>
TRUSTEE PRINCIPAL OCCUPATION(S)
NAME AND YEAR OF BIRTH SINCE DURING PAST 5 YEARS OTHER DIRECTORSHIP(S) HELD
- ---------------------- ------- ----------------------- --------------------------

Frank S. Bayley -- 1939........ 2001 Of Counsel, law firm of Baker & Badgley Funds, Inc. (registered
Trustee McKenzie investment company)
Formerly: Partner, law firm of
Baker & McKenzie
Bruce L. Crockett -- 1944...... 1993 Chairman, Crockett Technology ACE Limited (insurance
Trustee Associates (technology company); and Captaris, Inc.
consulting company) (unified messaging provider)
Albert R. Dowden -- 1941....... 2000 Director of a number of public Cortland Trust, Inc. (Chairman)
Trustee and private business (registered investment
corporations, including the company); Annuity and Life Re
Boss Group Ltd. (private (Holdings), Ltd. (insurance
investment and management) and company)
Magellan Insurance Company
Formerly: Director, President
and Chief Executive Officer,
Volvo Group North America,
Inc.; Senior Vice President, AB
Volvo; and director of various
affiliated Volvo companies
Edward K. Dunn, Jr. -- 1935.... 1998 Retired None
Trustee
Formerly: Chairman, Mercantile
Mortgage Corp.; President and
Chief Operating Officer,
Mercantile-Safe Deposit & Trust
Co.; and President, Mercantile
Bankshares Corp.
</Table>

Jack M. Fields -- 1952......... 1997 Chief Executive Officer, Twenty Administaff, Discovery Global
Trustee First Century Group, Inc. Education Fund (non-profit)
(government affairs company)
and Texana Timber LP
(sustainable forestry company)
Carl Frischling -- 1937........ 1993 Partner, law firm of Kramer Cortland Trust, Inc.
Trustee Levin Naftalis and Frankel LLP (registered investment company)
Prema Mathai-Davis -- 1950..... 1998 Formerly: Chief Executive None
Trustee Officer, YWCA of the USA
Lewis F. Pennock -- 1942....... 1993 Partner, law firm of Pennock & None
Trustee Cooper
Ruth H. Quigley -- 1935........ 2001 Retired None
Trustee
Louis S. Sklar -- 1939......... 1993 Executive Vice President, None
Trustee Development and Operations
Hines Interests Limited
Partnership (real estate
development company)
</Table>

NOMINEES WHO CURRENTLY ARE INTERESTED PERSONS

<Table>
<Caption>
NAME, YEAR OF BIRTH AND TRUSTEE PRINCIPAL OCCUPATION(S)
POSITION(S) HELD WITH THE TRUST SINCE DURING PAST 5 YEARS OTHER DIRECTORSHIP(S) HELD
- ------------------------------- ------- ----------------------- --------------------------

Robert H. Graham(1) -- 1946.... 1993 Director and Chairman, A I M None
Trustee, Chairman and Management Group Inc.
President (financial services holding
company); and Director and Vice
Chairman, AMVESCAP PLC and
Chairman of AMVESCAP PLC -- AIM
Division (parent of AIM and a
global investment management
firm)
Formerly: President and Chief
Executive Officer, A I M
Management Group Inc.;
Director, Chairman and
President, A I M Advisors, Inc.
(registered investment
advisor); Director and
Chairman, A I M Capital
Management, Inc. (registered
investment advisor), A I M
Distributors, Inc. (registered
broker dealer), AIM Investment
Services, Inc., (registered
transfer agent), and Fund
Management Company (registered
broker dealer); and Chief
Executive Officer, AMVESCAP
PLC -- Managed Products
</Table>

Mark H. 2003 Director, President and Chief None
Williamson(2) -- 1951........ Executive Officer, A I M
Trustee and Executive Vice Management Group Inc.
President (financial services holding
company); Director, Chairman
and President, A I M Advisors,
Inc. (registered investment
advisor); Director, A I M
Capital Management, Inc.
(registered investment advisor)
and A I M Distributors, Inc.
(registered broker dealer);
Director and Chairman, AIM
Investment Services, Inc.
(registered transfer agent),
and Fund Management Company
(registered broker dealer); and
Chief Executive Officer,
AMVESCAP PLC -- AIM Division
(parent of AIM and a global
investment management firm)
Formerly: Director, Chairman,
President and Chief Executive
Officer, INVESCO Funds Group,
Inc. and INVESCO Distributors,
Inc.; Chief Executive Officer,
AMVESCAP PLC -- Managed
Products; Chairman and Chief
Executive Officer of
NationsBanc Advisors, Inc.; and
Chairman of NationsBanc
Investments, Inc.
</Table>

- ---------------

(1) Mr. Graham is considered an interested person of the Trust because he is a
director of AMVESCAP PLC, parent of the advisor to the Trust.

(2) Mr. Williamson is considered an interested person of the Trust because he is
an officer and a director of the advisor to, and a director of the principal
underwriter of, the Trust.

NEW NOMINEES WHO WILL BE INDEPENDENT TRUSTEES

<Table>
<Caption>
PRINCIPAL OCCUPATION(S)
NAME AND YEAR OF BIRTH DURING PAST 5 YEARS OTHER DIRECTORSHIP(S) HELD
- ---------------------- ----------------------- --------------------------

Bob R. Baker -- 1936.................... Retired None
Formerly President and Chief
Executive Officer, AMC Cancer
Research Center and Chairman
and Chief Executive Officer,
First Columbia Financial
Corporation

James T. Bunch -- 1942.................. Co-President and Founder, None
Green, Manning & Bunch Ltd.
(investment banking firm) and
Director, Policy Studies and
Van Gilder Insurance
Corporation.

Gerald J. Lewis -- 1933................. Chairman Lawsuit Resolution General Chemical Group, Inc.
Services (San Diego,
California)
Formerly Associate Justice of
the California Court of Appeals

Larry Soll, Ph.D. -- 1942............... Retired None
</Table>

THE BOARD'S RECOMMENDATION ON PROPOSAL 1

The Board, including the independent trustees of the Board, unanimously
recommends that you vote "FOR" these 16 nominees.

COMMITTEES OF THE BOARD

The Board has five standing committees: an Audit Committee, an Investments
Committee, a Valuation Committee, a Governance Committee and a Special Committee
Related to Market Timing Issues. These committees will remain as part of the
combined Board.

AUDIT COMMITTEE

The Audit Committee is comprised entirely of trustees who are not
"interested persons" of the Trust as defined in Section 2(a)(19) of the 1940
Act. The current members of the Trust's Audit Committee are Messrs. Dunn
(Chair), Pennock, Dr. Mathai-Davis and Miss Quigley (Vice Chair). The Audit
Committee is responsible for: (i) the appointment, compensation and oversight of
any independent auditors employed by each Fund (including monitoring the
independence, qualifications and performance of such auditors and resolution of
disagreements between each Fund's management and the auditors regarding
financial reporting) for the purpose of preparing or issuing an audit report or
performing other audit, review or attest services; (ii) overseeing the financial
reporting process of each Fund; (iii) monitoring the process and the resulting
financial statements prepared by management to promote accuracy and integrity of
the financial statements and asset valuation; (iv) to assist the Board's
oversight of each Fund's compliance with legal and regulatory requirements that
relate to each Fund's accounting and financial reporting, internal control over
financial reporting and independent audits; (v) to the extent required by
Section 10A of the Securities Exchange Act of 1934, to pre-approve all
permissible non-audit services that are provided to each Fund by its independent
auditors; (vi) to pre-approve, in accordance with Item 2.01(c)(7)(ii) of
Regulation S-X, certain non-audit services provided by each Fund's independent
auditors to each Fund's investment advisor and certain other affiliated
entities; and (vii) to the extent required by Regulation 14A, to prepare an
audit committee report for inclusion in each Fund's annual proxy statement. The
financial statements should be read in conjunction with the disclosures,
included in this Proxy Statement under the heading "Certain Civil Proceedings
and Lawsuits."

GOVERNANCE COMMITTEE

The Governance Committee is comprised entirely of trustees who are not
"interested persons" of the Trust as defined in Section 2(a)(19) of the 1940
Act. The current members of the Trust's Governance Committee are Messrs. Bayley,
Crockett (Chair), Dowden, Fields (Vice Chair) and Sklar. The Governance
Committee is responsible for: (i) nominating persons who are not interested
persons of the Trust for election or appointment: (a) as additions to the Board,
(b) to fill vacancies which, from time to time, may occur in the Board and (c)
for election by shareholders of the Trust at meetings called for the election of
trustees; (ii) nominating persons for appointment as members of each committee
of the Board, including, without limitation, the Audit Committee, the Governance
Committee, the Investments Committee and the Valuation Committee, and to
nominate persons for selection as chair and vice chair of each such committee;
(iii) reviewing from time to time the compensation payable to the trustees and
making recommendations to the Board regarding compensation; (iv) reviewing and
evaluating from time to time the functioning of the Board and the various
committees of the Board; (v) selecting independent legal counsel to the
independent trustees and approving the compensation paid to independent legal
counsel; and (vi) approving the compensation paid to independent counsel and
other advisers, if any, to the Audit Committee of the Trust.

After a determination by the Governance Committee that a person should be
nominated as an additional trustee who is not an "interested person" of the
Trust as defined in Section 2(a)(19) of the 1940 Act (a "disinterested
trustee"), or as soon as practical after a vacancy occurs or it appears that a
vacancy is about to occur for a disinterested trustee position on the Board, the
Governance Committee will nominate a person for appointment by a majority of the
disinterested trustees to add to the Board or to fill the vacancy. Prior to a

meeting of the shareholders of the Funds called for the purpose of electing
disinterested trustees, the Governance Committee will nominate one or more
persons for election as disinterested trustees at such meeting.

Evaluation by the Governance Committee of a person as a potential nominee
to serve as a disinterested trustee, including a person nominated by a
shareholder, should result in the following findings by the Governance
Committee: (i) upon advice of independent legal counsel to the disinterested
trustees, that the person will qualify as a disinterested trustee and that the
person is otherwise qualified under applicable laws and regulations to serve as
a trustee of the Trust; (ii) that the person is willing to serve, and willing
and able to commit the time necessary for the performance of the duties of a
disinterested trustee; (iii) with respect to potential nominees to serve as
disinterested trustee members of the Audit Committee of the Trust, upon advice
of independent legal counsel to the disinterested trustees, that the person: (a)
is free of any material relationship with the Funds (other than as a shareholder
of the Funds), either directly or as a partner, shareholder or officer of an
organization that has a relationship with the Funds, (b) meets the requirements
regarding the financial literacy or financial expertise of audit committee
members, as set forth from time to time in the New York Stock Exchange listing
standards and in any rules promulgated by the SEC that are applicable to
investment companies whose shares are listed for trading on a national
securities exchange, and (c) meets the director independence requirements for
serving on audit committees as set forth from time to time in the New York Stock
Exchange listing standards (currently, Section 303A.06), and as set forth in
rules promulgated by the SEC under the Securities Exchange Act of 1934, as
amended, that are applicable to investment companies whose shares are listed for
trading on a national securities exchange (currently, Rule 10A-3(b)(1)(iii));
(iv) that the person can make a positive contribution to the Board and the
Funds, with consideration being given to the person's business experience,
education and such other factors as the Governance Committee may consider
relevant; (v) that the person is of good character and high integrity; and (vi)
that the person has desirable personality traits including independence,
leadership and the ability to work with the other members of the Board.

Consistent with the 1940 Act, the Governance Committee can consider
recommendations from management in its evaluation process.

The Governance Committee will consider nominees recommended by a
shareholder to serve as trustees, provided: (i) that such person is a
shareholder of record at the time he or she submits such names and is entitled
to vote at the meeting of shareholders at which trustees will be elected; and
(ii) that the Governance Committee or the Board, as applicable, shall make the
final determination of persons to be nominated. The Governance Committee will
evaluate nominees recommended by a shareholder to serve as trustees in the same
manner as they evaluate nominees identified by the Governance Committee.

Notice procedures set forth in the Trust's bylaws require that any
shareholder of a Fund desiring to nominate a trustee for election at a
shareholder meeting must submit to the Secretary of the Trust the nomination in
writing not later than the close of business on the later of the 90th day prior
to such shareholder meeting or the tenth day following the day on which public
announcement is made of the shareholder meeting and not earlier than the close
of business on the 120th day prior to the shareholder meeting. The notice must
set forth: (i) as to each person whom the shareholder proposes to nominate for
election or reelection as a trustee all information relating to such person that
is required to be disclosed in solicitations of proxies for election of trustees
in an election contest, or is otherwise required, in each case pursuant to
Regulation 14A of the Securities Exchange Act of 1934 (including such person's
written consent to being named in the proxy statement as a nominee and to
serving as a trustee if elected); and (ii) as to the shareholder giving the
notice and the beneficial owner, if any, on whose behalf the nomination is made:
(a) the name and address of such shareholder, as they appear on the Trust's
books, and of such beneficial owner; and (b) the number of shares of each series
portfolio of the Trust which are owned of record or beneficially by such
shareholder and such beneficial owner.

A current copy of the Governance Committee's Charter is set forth in
Appendix I.

INVESTMENTS COMMITTEE

The current members of the Trust's Investments Committee are Messrs. Bayley
(Vice Chair), Crockett, Dowden (Chair), Dunn, Fields, Carl Frischling, Pennock
and Sklar, Dr. Mathai-Davis (Vice Chair) and Miss Quigley. The Investments
Committee is responsible for: (i) overseeing AIM's investment-related compliance
systems and procedures to ensure their continued adequacy; and (ii) considering
and acting, on an interim basis between meetings of the full Board, on
investment-related matters requiring Board consideration.

VALUATION COMMITTEE

The current members of the Trust's Valuation Committee are Messrs. Dunn and
Pennock (Chair) and Miss Quigley (Vice Chair). The Valuation Committee meets on
an ad hoc basis to review matters related to valuation.

SPECIAL COMMITTEE RELATING TO MARKET TIMING ISSUES

The current members of Trust's Special Committee Relating to Market Timing
Issues are Messrs. Crockett, Dowden and Dunn. The purpose of the Special
Committee Relating to Market Timing Issues is to remain informed on matters
relating to alleged excessive short term trading in shares of your Fund and the
other portfolios of Trust ("market timing") and to provide guidance to special
counsel for the independent trustees on market timing issues and related matters
between meetings of the independent trustees. During the fiscal year ended
December 31, 2003, the Special Committee Relating to Market Timing Issues did
not meet.

BOARD AND COMMITTEE MEETING ATTENDANCE

During the fiscal year ended December 31, 2003, the Board met 12 times, the
Audit Committee met 7 times, the Governance Committee met 5 times, the
Investments Committee met 4 times and the Valuation Committee met 1 time. The
Special Committee Related to Market Timing Issues did not meet. Trustees then
serving attended at least 75% of the meetings of the board or applicable
committee held during the most recent fiscal year. The Trust is not required to
and does not hold annual meetings of shareholders. The Trust's policy regarding
Board member attendance at annual meetings of shareholders, if any, is that
trustees are encouraged but not required to attend such annual meetings.

SHAREHOLDER COMMUNICATIONS WITH THE BOARD

The Board provides a process for shareholders to send communications to the
Board. If any shareholder wishes to communicate with the Board or with an
individual trustee, that shareholder should send his, her or its communications
to Ivy B. McLemore, First Vice President Corporate Communications.
Communications made to Mr. McLemore may be communicated by telephone, e-mail or
regular mail to the following address: (713) 214-1904,
ivy.mclemore@aiminvestments.com, A I M Management Group Inc., 11 Greenway Plaza,
Suite 100, Houston, TX 77046. All shareholder communications received by Mr.
McLemore shall be promptly forwarded to the individual trustee of the Trust to
whom they were addressed or to the full Board, as applicable. Copies of all
shareholder communications will also be distributed to the Chairs of each of
Trust's Audit Committee, Governance Committee, Investments Committee and
Valuation Committee, to counsel for Trust and to counsel for the independent
trustees of Trust. Counsel for Trust, upon receipt of their copy of a
shareholder communication, shall work with such Chairs and counsel for the
independent trustees to determine whether such shareholder communication should
be distributed to any trustees to whom it was not sent and whether and in what
manner the trustees should respond to such shareholder communication. Responses,
if any, to shareholder communications shall be coordinated by counsel for Trust,
working with the Chairs and counsel for the independent trustees.

TRUSTEE'S COMPENSATION

Each trustee who is not affiliated with AIM is compensated for his or her
services according to a fee schedule which recognizes the fact that such trustee
also serves as a director or trustee of other AIM Funds.

Each such trustee receives a fee, allocated among the AIM Funds for which he or
she serves as a director or trustee, which consists of an annual retainer
component and a meeting fee component.

Set forth below is information regarding compensation paid or accrued for
each trustee of the Trust who was not affiliated with AIM during the year ended
December 31, 2003.

<Table>
<Caption>
TOTAL
ESTIMATED COMPENSATION
ANNUAL FROM ALL
RETIREMENT BENEFITS UPON AIM FUNDS
AGGREGATE BENEFITS RETIREMENT AND
COMPENSATION ACCRUED BY ALL FROM ALL INVESCO
NAME OF TRUSTEE FROM TRUST(1) AIM FUNDS(2) AIM FUNDS(3) FUNDS(4)
- --------------- ------------- -------------- ------------- ------------

Frank S. Bayley................. $20,661 $131,228 $90,000 $159,000
Bruce L. Crockett............... 20,787 46,000 90,000 160,000
Albert R. Dowden................ 20,661 57,716 90,000 159,000
Edward K. Dunn, Jr. ............ 20,787 94,860 90,000 160,000
Jack M. Fields.................. 20,655 28,036 90,000 159,000
Carl Frischling(5).............. 20,787 40,447 90,000 160,000
Prema Mathai-Davis.............. 20,787 33,142 90,000 160,000
Lewis F. Pennock................ 20,787 49,610 90,000 160,000
Ruth H. Quigley................. 20,787 126,050 90,000 160,000
Louis S. Sklar.................. 20,787 72,786 90,000 160,000
</Table>

- ---------------

(1) Amounts shown are based on the fiscal year ended December 31, 2003. The
total amount of compensation deferred by all trustees of Trust during the
fiscal year ended December 31, 2003, including earnings, was $69,120.

(2) During the fiscal year ended December 31, 2003, the total amount of expenses
allocated to Trust in respect of such retirement benefits was $42,194.

(3) Amounts shown assume each trustee serves until his or her normal retirement
date of age 65 and has completed 10 years of service.

(4) As of November 25, 2003, the AIM Funds and the INVESCO Funds are considered
to be part of one fund complex. All trustees currently serve as trustees of
19 registered investment companies advised by AIM.

(5) During the fiscal year ended December 31, 2003, Trust paid $57,631 in legal
fees to Kramer Levin Naftalis & Frankel LLP for services rendered by such
firm as counsel to the independent trustees of Trust. Mr. Frischling is a
partner of such firm.

RETIREMENT PLAN FOR TRUSTEES

The trustees have adopted a retirement plan for the trustees of the Trust
who are not affiliated with AIM. The retirement plan includes a retirement
policy as well as retirement benefits for the non-AIM-affiliated trustees.

The retirement policy permits each non-AIM-affiliated trustee to serve
until December 31 of the year in which the trustee turns 72. A majority of the
trustees may extend from time to time the retirement date of a trustee.

Annual retirement benefits are available to each non-AIM-affiliated trustee
of the Trust and/or the other AIM Funds (each, a "Covered Fund") who has at
least five years of credited service as a trustee (including service to a
predecessor fund) for a Covered Fund. The retirement benefits will equal 75% of
the trustee's annual retainer paid or accrued by any Covered Fund to such
trustee during the twelve-month period prior to retirement, including the amount
of any retainer deferred under a separate deferred compensation agreement
between the Covered Fund and the trustee. The annual retirement benefits are
payable in quarterly installments for a number of years equal to the lesser of
(i) ten or (ii) the number of such trustee's credited

years of service. A death benefit is also available under the plan that provides
a surviving spouse with a quarterly installment of 50% of a deceased trustee's
retirement benefits for the same length of time that the trustee would have
received the benefits based on his or her service. A trustee must have attained
the age of 65 (55 in the event of death or disability) to receive any retirement
benefit. Payment of benefits under the plan is not secured or funded by the
Trust.

DEFERRED COMPENSATION AGREEMENTS

Messrs. Dunn, Fields, Frischling and Sklar and Dr. Mathai-Davis (for
purposes of this paragraph only, the "Deferring Trustees") have each executed a
Deferred Compensation Agreement (collectively, the "Compensation Agreements").
Pursuant to the Compensation Agreements, the Deferring Trustees have the option
to elect to defer receipt of up to 100% of their compensation payable by the
Trust, and such amounts are placed into a deferral account. Currently, the
Deferring Trustees have the option to select various AIM Funds and INVESCO Funds
in which all or part of their deferral accounts shall be deemed to be invested.
Distributions from the Deferring Trustees' deferral accounts will be paid in
cash, generally in equal quarterly installments over a period of up to ten (10)
years (depending on the Compensation Agreement) beginning on the date selected
under the Compensation Agreement. The Board, in its sole discretion, may
accelerate or extend the distribution of such deferral accounts after the
Deferring Trustee's retirement benefits commence under the plan. The Board, in
its sole discretion, also may accelerate or extend the distribution of such
deferral accounts after the Deferring Trustee's termination of service as a
trustee of the Trust. If a Deferring Trustee dies prior to the distribution of
amounts in his or her deferral account, the balance of the deferral account will
be distributed to his or her designated beneficiary. The Compensation Agreements
are not funded and, with respect to the payments of amounts held in the deferral
accounts, the Deferring Trustees have the status of unsecured creditors of the
Trust and of each other AIM Fund and INVESCO Fund from which they are deferring
compensation.

INDEPENDENT PUBLIC ACCOUNTANTS

The Audit Committee of the Board of Trust has appointed Tait, Weller &
Baker ("TWB") as Trust's independent public accountants for the fiscal year
ending December 31, 2004. The financial statements should be read in conjunction
with the disclosures in this Proxy Statement under the heading "Certain Civil
Proceedings and Lawsuits." A representative of TWB is expected to be available
at the Special Meeting and to have the opportunity to make a statement and
respond to appropriate questions from the shareholders. The Audit Committee has
considered whether the provision of the services below is compatible with
maintaining TWB's independence. The Audit Committee also has considered whether
the provision of non-audit services that were rendered to AIM, and any entity
controlling, controlled by or under common control with AIM that provides
ongoing services to Trust ("AIM Affiliates"), that were not required to be
pre-approved pursuant to SEC regulations is compatible with maintaining TWB's
independence. A copy of the Audit Committee's Pre-Approval of Audit and
Non-Audit Services Policies and Procedures is at Appendix II.

FEES BILLED BY TWB RELATED TO TRUST

TWB billed Trust aggregate fees for services rendered to Trust for the last
two fiscal years as follows:

<Table>
<Caption>
PERCENTAGE OF FEES PERCENTAGE OF FEES
BILLED APPLICABLE BILLED APPLICABLE
TO NON-AUDIT TO NON-AUDIT
SERVICES PROVIDED SERVICES PROVIDED
FEES BILLED FOR IN 2003 PURSUANT FEES BILLED FOR IN 2002 PURSUANT
SERVICES TO WAIVER OF SERVICES TO WAIVER OF
RENDERED TO PRE-APPROVAL RENDERED TO THE PRE-APPROVAL
TRUST IN 2003 REQUIREMENT(1)(2) TRUST IN 2002 REQUIREMENT(1)(2)
--------------- ------------------- --------------- ------------------

Audit Fees...................... $233,000 N/A $209,200 N/A
Audit-Related Fees.............. $ 0 0% $ 0 N/A
Tax Fees(3)..................... $ 40,000 0% $ 36,000 N/A
All Other Fees.................. $ 0 0% $ 0 N/A
-------- --------
Total Fees...................... $273,000 N/A $245,200 N/A
</Table>

TWB billed Trust aggregate non-audit fees of $40,000 for the fiscal year ended
2003, and $36,000 for the fiscal year ended 2002, for non-audit services
rendered to Trust.
- ---------------

(1) Prior to May 6, 2003, the Trust's Audit Committee was not required to
pre-approve non-audit services. Therefore, the percentage of fees shown in
this column only represents fees billed for non-audit services rendered
after May 6, 2003, pursuant to a waiver of the pre-approval requirement.

(2) With respect to the provision of non-audit services, the pre-approval
requirement is waived pursuant to a de minimis exception if (i) such
services were not recognized as non-audit services by the Trust at the time
of engagement, (ii) the aggregate amount of all such services provided is no
more than 5% of the aggregate audit and non-audit fees billed to the Trust
during a fiscal year; and (iii) such services are promptly approved by the
Trust's Audit Committee prior to the completion of the audit by the Audit
Committee.

(3) Tax Fees for the fiscal year ended December 31, 2003 includes fees billed
for reviewing tax returns. Tax Fees for the fiscal year ended December 31,
2002 includes fees billed for reviewing tax returns.

FEES BILLED BY TWB RELATED TO AIM AND AIM AFFILIATES

TWB billed AIM and AIM Affiliates aggregate fees for pre-approved non-audit
services rendered to AIM and AIM Affiliates for the last two fiscal years as
follows:

<Table>
<Caption>
PERCENTAGE OF FEES PERCENTAGE OF FEES
FEES BILLED FOR NON- BILLED APPLICABLE FEES BILLED FOR NON- BILLED APPLICABLE
AUDIT SERVICES RENDERED TO NON-AUDIT AUDIT SERVICES RENDERED TO NON-AUDIT
TO AIM AND AIM SERVICES PROVIDED TO AIM AND AIM SERVICES PROVIDED
AFFILIATES IN 2003 THAT IN 2003 PURSUANT AFFILIATES IN 2002 THAT IN 2002 PURSUANT
WERE REQUIRED TO BE TO WAIVER OF WERE REQUIRED TO BE TO WAIVER OF
PRE-APPROVED BY TRUST'S PRE-APPROVAL PRE-APPROVED BY TRUST'S PRE-APPROVAL
AUDIT COMMITTEE(1) REQUIREMENT(2)(3) AUDIT COMMITTEE(1) REQUIREMENT(2)(3)
----------------------- ------------------ ----------------------- ------------------

Audit Related Fees..... $ 0 0% N/A N/A
Tax Fees............... $ 0 0% N/A N/A
All Other Fees......... $ 0 0% N/A N/A
-----
Total Fees............. 0 N/A N/A N/A
</Table>

TWB billed AIM and AIM Affiliates aggregate non-audit fees of $0 for the fiscal
year ended 2003, and $0 for the fiscal year ended 2002, for non-audit services
rendered to AIM and AIM Affiliates.

The Audit Committee also has considered whether the provision of non-audit
services that were rendered to AIM, and any entity controlling, controlled by or
under common control with AIM that provides ongoing services to the Trust ("AIM
Affiliates"), that were not required to be pre-approved pursuant to SEC

regulations is compatible with maintaining TWB's independence. The Audit
Committee determined that the provision of such services is compatible with TWB
maintaining independence with respect the Trust.
- ---------------

(1) Prior to May 6, 2003, the Trust's Audit Committee was not required to
pre-approve non-audit services. Therefore, the fees billed for non-audit
services shown in this column only represents fees for pre-approved
non-audit services rendered after May 6, 2003, to AIM and AIM Affiliates.

(2) Prior to May 6, 2003, the Trust's Audit Committee was not required to
pre-approve non-audit services. Therefore, the percentage of fees shown in
this column only represents fees billed for non-audit services rendered
after May 6, 2003, pursuant to a waiver of the pre-approval requirement.

(3) With respect to the provision of non-audit services, the pre-approval
requirement is waived pursuant to a de minimis exception if (i) such
services were not recognized as non-audit services by the Trust at the time
of engagement, (ii) the aggregate amount of all such services provided is no
more than 5% of the aggregate audit and non-audit fees billed to the Trust
during a fiscal year; and (iii) such services are promptly approved by the
Trust's Audit Committee prior to the completion of the audit by the Audit
Committee.

CERTAIN CIVIL PROCEEDINGS AND LAWSUITS

The mutual fund industry as a whole is currently subject to a wide range of
inquiries and litigation related to issues of "market timing" and "late
trading." Both AIM and INVESCO are the subject of a number of such inquiries, as
described below.

REGULATORY ACTIONS AND INQUIRIES CONCERNING INVESCO

On December 2, 2003 each of the SEC and the Office of the Attorney General
of the State of New York ("NYAG") filed civil proceedings against INVESCO and
Raymond R. Cunningham, in his capacity as the chief executive officer of
INVESCO. Mr. Cunningham currently holds the positions of Chief Operating Officer
and Senior Vice President of A I M Management Group Inc., the parent of AIM, and
the position of Senior Vice President of AIM. In addition, on December 2, 2003,
the State of Colorado filed civil proceedings against INVESCO. Neither your Fund
nor any of the other AIM or INVESCO Funds has been named as a defendant in any
of these proceedings.

The SEC complaint, filed in the United States District Court for the
District of Colorado [Civil Action No. 03-N-2421 (PAC)], alleges that INVESCO
failed to disclose in the INVESCO Funds' prospectuses and to the INVESCO Funds'
independent directors that INVESCO had entered into certain arrangements
permitting market timing of the INVESCO Funds. The SEC alleges violations of
Section 17(a) of the Securities Act of 1933, Section 10(b) of the Securities
Exchange Act of 1934 and Rule 10b-5 under that Act, Section 206(1) and 206(2) of
the Investment Advisers Act of 1940, and Sections 34(b) and 36(a) of the 1940
Act. The SEC is seeking injunctions, including permanent injunctions from
serving as an investment advisor, officer or director of an investment company;
an accounting of all market timing as well as certain fees and compensation
received; disgorgement; civil monetary penalties; and other relief.

The NYAG complaint, filed in the Supreme Court of the State of New York
(New York County), is also based on the circumstances described above. The NYAG
complaint alleges violation of Article 23-A (the Martin Act) and Section 349 of
the General Business Law of the State of New York and Section 63(12) of the
State of New York's Executive Law. The NYAG is seeking injunctions, including
permanent injunctions from directly or indirectly selling or distributing shares
of mutual funds; disgorgement of all profits obtained, including fees collected,
and payment of all restitution and damages caused, directly or indirectly from
the alleged illegal activities; civil monetary penalties; and other relief.

The Colorado complaint, filed in the Colorado District Court, in the City
and County of Denver, Colorado, is also based on the circumstances described
above. The Colorado complaint alleges violations of Section 6-1-105(1) of the
Colorado Consumer Protection Act. The State of Colorado is seeking injunctions;
restitution, disgorgement and other equitable relief; civil monetary penalties;
and other relief.

No relief is being sought against your Fund or any of the other AIM or
INVESCO Funds in any of these complaints.

In addition, INVESCO has received inquiries in the form of subpoenas or
other oral or written requests for information from various regulators
concerning market timing activity, late trading, fair value pricing and related
issues concerning the INVESCO Funds. These regulators include the Florida
Department of Financial Services, the Commissioner of Securities for the State
of Georgia, the Office of the State Auditor for the State of West Virginia, the
Office of the Secretary of State for West Virginia and the Colorado Securities
Division. INVESCO has also received more limited inquiries concerning related
matters from the United States Department of Labor, NASD Inc., and the SEC.

REGULATORY INQUIRIES CONCERNING AIM

AIM has also received inquiries in the form of subpoenas or other oral or
written requests for information from various regulators concerning market
timing activity, late trading, fair value pricing, and related issues concerning
the AIM Funds. AIM has received requests for information and documents
concerning these and related matters from the SEC and the Massachusetts
Secretary of the Commonwealth. In addition, AIM has received subpoenas
concerning these and related matters from the NYAG, the United States Attorney's
Office for the District of Massachusetts, the Commissioner of Securities for the
State of Georgia, the Office of the State Auditor for the State of West
Virginia, and the Office of the Secretary of State for West Virginia. AIM has
also received more limited inquiries from the SEC and NASD, Inc. concerning
specific funds, entities and/or individuals, none of which directly bears upon
your Fund.

RESPONSE OF THE INDEPENDENT DIRECTORS/TRUSTEES

The independent directors/trustees (the "independent trustees") of the AIM
and INVESCO Funds have retained their own independent counsel to conduct an
investigation on behalf of the independent trustees into the frequent trading
arrangements and related issues raised by the regulators. The independent
trustees have created a special committee, consisting of four independent
trustees, to oversee the investigation and to formulate recommendations for
further board action. As part of the investigation by the independent trustees,
their independent counsel has been reviewing the examination of INVESCO and AIM
currently being conducted by management's outside counsel.

RESPONSE OF AMVESCAP

AMVESCAP is seeking to resolve both the pending regulatory complaints
against INVESCO alleging market timing and the ongoing market timing
investigations with respect to INVESCO and AIM. AMVESCAP recently found, in its
ongoing review of these matters, that shareholders were not always effectively
protected from the potential adverse impact of market timing and illegal late
trading through intermediaries. These findings were based, in part, on an
extensive economic analysis by outside experts who have been retained by
AMVESCAP to examine the impact of these activities. In light of these findings,
AMVESCAP has publicly stated that any AIM or INVESCO Fund, or any shareholders
thereof, harmed by these activities will receive full restitution. AMVESCAP has
informed regulators of these findings. In addition, AMVESCAP has retained
separate outside counsel to undertake a comprehensive review of AIM's and
INVESCO's policies, procedures and practices, with the objective that they rank
among the most effective in the fund industry.

There can be no assurance that AMVESCAP will be able to reach a
satisfactory settlement with the regulators, or that any such settlement will
not include terms which would have the effect of barring either or both of
INVESCO and AIM, or any other investment advisor directly or indirectly owned by
AMVESCAP, from serving as an investment advisor to any investment company
registered under the Investment Company Act of 1940 (a "registered investment
company"), including your Fund. Your Fund has been informed by AIM that, if AIM
is so barred, AIM will seek exemptive relief from the SEC to permit it to
continue to serve as your Fund's investment advisor. There can be no assurance
that such exemptive relief will be granted. Any

settlement with the regulators could also include terms which would bar Mr.
Cunningham from serving as an officer or director of any registered investment
company.

PRIVATE ACTIONS

In addition to the complaints described above, multiple lawsuits, including
purported class action and shareholder derivative suits, have been filed against
various parties (including, depending on the lawsuit, certain INVESCO Funds,
certain AIM Funds, INVESCO, AIM, A I M Management Group Inc., the parent of AIM,
AMVESCAP, certain related entities and certain of their officers, including Mr.
Cunningham). The allegations in the majority of the lawsuits are substantially
similar to the allegations in the regulatory complaints against INVESCO
described above. Such lawsuits allege a variety of theories of recovery,
including but not limited to: (i) violation of various provisions of the Federal
and state securities laws; (ii) violation of various provisions of the Employee
Retirement Income Security Act ("ERISA"); (iii) breach of fiduciary duty; and
(iv) breach of contract. The lawsuits have been filed in both Federal and state
courts and seek such remedies as compensatory damages; restitution; rescission;
accounting for wrongfully gotten gains, profits and compensation; injunctive
relief; disgorgement; equitable relief; various corrective measures under ERISA;
rescission of certain Funds' advisory agreements with AIM; declaration that the
advisory agreement is unenforceable or void; refund of advisory fees; interest;
and attorneys' and experts' fees. The following list identifies such lawsuits
that have been served as of February 23, 2004:

- RAJ SANYAL, DERIVATIVELY ON BEHALF OF NATIONS INTERNATIONAL EQUITY
FUND, V. INVESCO GLOBAL ASSET MANAGEMENT, ET AL., in the Superior
Court Division, State of North Carolina (Civil Action No.
03-CVS-19622, filed on November 14, 2003.

- JOEL GOODMAN V. INVESCO FUNDS GROUP, INC., ET AL., in the District
Court, City and County of Denver, Colorado (Case Number 03-CV-9268),
filed on December 5, 2003.

- L. SCOTT KARLIN, DERIVATIVELY ON BEHALF OF INVESCO FUNDS GROUP, INC.
V. AMVESCAP PLC, INVESCO, INC., ET AL., in the United States
District Court, District of Colorado (Civil Action No. 03-MK-2406),
filed on November 28, 2003.

- EDWARD LOWINGER AND SHARON LOWINGER V. INVESCO ADVANTAGE HEALTH
SCIENCES FUND, ET AL., in the United States District Court, Southern
District of New York (Civil Action No. 03-CV-9634), filed on
December 4, 2003.

- RICHARD RAVER V. INVESCO FUNDS GROUP, INC., ET AL., in the United
States District Court, District of Colorado (Civil Action No.
03-F-2441), filed on December 2, 2003.

- STEVEN B. EHRLICH, ET AL., V. INVESCO ADVANTAGE HEALTH SCIENCES
FUND, ET AL., in the United States District Court, District of
Colorado (Civil Action No. 03-N-2559), filed on December 17, 2003.

- PAT B. GORSUCH AND GEORGE L. GORSUCH V. INVESCO FUNDS GROUP, INC.
AND A I M ADVISORS, INC., in the United States District Court,
District of Colorado (Civil Action No. 03-MK-2612), filed on
December 24, 2003.

- LORI WEINRIB, INDIVIDUALLY AND ON BEHALF OF ALL OTHERS SIMILARLY
SITUATED, V. INVESCO FUNDS GROUP, INC., ET AL., in the United States
District Court, Southern District of New York (Civil Action No.
04-CV-00492), filed on January 21, 2004.

- CARL E. VONDER HAAR AND MARILYN P. MARTIN, ON BEHALF OF THEMSELVES
AND ALL OTHERS SIMILARLY SITUATED, V. INVESCO FUNDS GROUP, INC., ET
AL., in the United States District Court, District of Colorado
(Civil Action No. 04-CV-812), filed on February 5, 2004.

INVESCO has removed certain of the state court proceedings to Federal
District Court. The Judicial Panel on Multidistrict Litigation recently has
ordered that efficiency will be achieved if all actions alleging market timing
throughout the mutual fund industry are transferred to the District of Maryland
for coordinated pretrial discovery. AIM and INVESCO have informed the AIM and
INVESCO Funds that they anticipate that the Panel will issue orders to transfer
actions pending against them, including the cases identified above, to the
multidistrict litigation as well.

More detailed information regarding each of the cases identified above is
provided in your Fund's statement of additional information. Additional lawsuits
or regulatory actions arising out of these circumstances and presenting similar
allegations and requests for relief may be served or filed against your Fund,
INVESCO, AIM, AMVESCAP and related entities and individuals in the future.
Information about any similar additional lawsuits will be provided in the
statement of additional information.

As a result of these developments, investors in the AIM and INVESCO Funds
might react by redeeming their investments. This might require the Funds to sell
investments to provide for sufficient liquidity and could also have an adverse
effect on the investment performance of the Funds.

ADDITIONAL INFORMATION

INVESTMENT ADVISOR

AIM, 11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173, is the
investment advisor for the Funds.

ADMINISTRATOR

AIM, 11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173, is the
administrator for the Funds.

PRINCIPAL UNDERWRITER

AIM Distributors, 11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173,
is the principal underwriter for the Funds.

OFFICERS OF THE TRUST

Information regarding the current officers of the Trust can be found in
Exhibit B.

SECURITY OWNERSHIP OF MANAGEMENT

Information regarding the ownership of each class of each Fund's shares by
the trustees, nominees, and current executive officers of the Trust can be found
in Exhibit C.

OWNERSHIP OF SHARES

A list of the name, address and percent ownership of each person who, as of
January 9, 2004, to the knowledge of the Trust owned 5% or more of any class of
the outstanding shares of each Fund can be found in Exhibit D.

TRUSTEE OWNERSHIP OF FUND SHARES

Set forth below is the dollar range of equity securities beneficially owned
by each trustee and nominee as of December 31, 2003 (i) in each Fund and (ii) on
an aggregate basis, in all registered investment companies overseen by the
trustee within the AIM Funds and the INVESCO Funds complex.

<Table>
<Caption>
DOLLAR RANGE OF
EQUITY SECURITIES
PER FUND
INTERESTED TRUSTEES
----------------------
ROBERT H. MARK H.
GRAHAM WILLIAMSON
--------- ----------

AIM V.I. Aggressive Growth Fund............................. None None
AIM V.I. Balanced Fund...................................... None None
AIM V.I. Basic Value Fund................................... None None
AIM V.I. Blue Chip Fund..................................... None None
AIM V.I. Capital Appreciation Fund.......................... None None
AIM V.I. Capital Development Fund........................... None None
AIM V.I. Core Equity Fund................................... None None
AIM V.I. Dent Demographic Trends Fund....................... None None
AIM V.I. Diversified Income Fund............................ None None
AIM V.I. Government Securities Fund......................... None None
AIM V.I. Growth Fund........................................ None None
AIM V.I. High Yield Fund.................................... None None
AIM V.I. International Growth Fund.......................... None None
AIM V.I. Large Cap Growth Fund.............................. None None
AIM V.I. Mid Cap Core Equity Fund........................... None None
AIM V.I. Money Market Fund.................................. None None
AIM V.I. Premier Equity Fund................................ None None
AIM V.I. Small Cap Equity Fund.............................. None None
</Table>

<Table>
<Caption>
DOLLAR RANGE OF EQUITY SECURITIES PER FUND
INDEPENDENT TRUSTEES
----------------------------------------------------------
FRANK S. BRUCE L. ALBERT R. EDWARD K. JACK M.
BAYLEY CROCKETT DOWDEN DUNN, JR.(1) FIELDS(1)
-------- -------- --------- ------------ ---------

AIM V.I. Aggressive Growth Fund............. None None None None None
AIM V.I. Balanced Fund...................... None None None None None
AIM V.I. Basic Value Fund................... None None None None None
AIM V.I. Blue Chip Fund..................... None None None None None
AIM V.I. Capital Appreciation Fund.......... None None None None None
AIM V.I. Capital Development Fund........... None None None None None
AIM V.I. Core Equity Fund................... None None None None None
AIM V.I. Dent Demographic Trends Fund....... None None None None None
AIM V.I. Diversified Income Fund............ None None None None None
AIM V.I. Government Securities Fund......... None None None None None
AIM V.I. Growth Fund........................ None None None None None
AIM V.I. High Yield Fund.................... None None None None None
AIM V.I. International Growth Fund.......... None None None None None
AIM V.I. Large Cap Growth Fund.............. None None None None None
AIM V.I. Mid Cap Core Equity Fund........... None None None None None
AIM V.I. Money Market Fund.................. None None None None None
AIM V.I. Premier Equity Fund................ None None None None None
AIM V.I. Small Cap Equity Fund.............. None None None None None
</Table>

- ---------------

(1) Amounts shown include the total amount of compensation deferred by the
trustee at his or her election pursuant to a deferred compensation plan.
Such deferred compensation is placed in a deferral account and deemed to be
invested in one or more of the AIM Funds.

<Table>
<Caption>
DOLLAR RANGE OF EQUITY SECURITIES PER FUND
INDEPENDENT TRUSTEES
---------------------------------------------------------------
CARL PREMA LEWIS F. RUTH H. LOUIS S.
FRISCHLING(1) MATHAI-DAVIS(1) PENNOCK QUIGLEY SKLAR(1)
------------- --------------- -------- ------- --------

AIM V.I. Aggressive Growth Fund........ None None None None None
AIM V.I. Balanced Fund................. None None None None None
AIM V.I. Basic Value Fund.............. None None None None None
AIM V.I. Blue Chip Fund................ None None None None None
AIM V.I. Capital Appreciation Fund..... None None None None None
AIM V.I. Capital Development Fund...... None None None None None
AIM V.I. Core Equity Fund.............. None None None None None
AIM V.I. Dent Demographic Trends Fund.. None None None None None
AIM V.I. Diversified Income Fund....... None None None None None
AIM V.I. Government Securities Fund.... None None None None None
AIM V.I. Growth Fund................... None None None None None
AIM V.I. High Yield Fund............... None None None None None
AIM V.I. International Growth Fund..... None None None None None
AIM V.I. Large Cap Growth Fund......... None None None None None
AIM V.I. Mid Cap Core Equity Fund...... None None None None None
AIM V.I. Money Market Fund............. None None None None None
AIM V.I. Premier Equity Fund........... None None None None None
AIM V.I. Small Cap Equity Fund......... None None None None None
</Table>

- ---------------

<Table>
<Caption>
DOLLAR RANGE OF EQUITY SECURITIES
PER FUND
INDEPENDENT NOMINEES
-------------------------------------------
BOB R. JAMES T. GERALD J. LARRY SOLL,
BAKER BUNCH LEWIS PH.D.
------ -------- --------- -----------

AIM V.I. Aggressive Growth Fund......................... None None None None
AIM V.I. Balanced Fund.................................. None None None None
AIM V.I. Basic Value Fund............................... None None None None
AIM V.I. Blue Chip Fund................................. None None None None
AIM V.I. Capital Appreciation Fund...................... None None None None
AIM V.I. Capital Development Fund....................... None None None None
AIM V.I. Core Equity Fund............................... None None None None
AIM V.I. Dent Demographic Trends Fund................... None None None None
AIM V.I. Diversified Income Fund........................ None None None None
AIM V.I. Government Securities Fund..................... None None None None
AIM V.I. Growth Fund.................................... None None None None
AIM V.I. High Yield Fund................................ None None None None
AIM V.I. International Growth Fund...................... None None None None
AIM V.I. Large Cap Growth Fund.......................... None None None None
AIM V.I. Mid Cap Core Equity Fund....................... None None None None
AIM V.I. Money Market Fund.............................. None None None None
AIM V.I. Premier Equity Fund............................ None None None None
AIM V.I. Small Cap Equity Fund.......................... None None None None
</Table>

TRUSTEE OWNERSHIP OF FUND SHARES
AS OF DECEMBER 31, 2003

<Table>
<Caption>
AGGREGATE DOLLAR RANGE OF EQUITY
SECURITIES IN ALL REGISTERED INVESTMENT
COMPANIES OVERSEEN BY TRUSTEE IN
NAME OF TRUSTEE THE AIM FAMILY OF FUNDS(R)
- --------------- ---------------------------------------

Robert H. Graham............................................ Over $100,000
Mark H. Williamson.......................................... Over $100,000
Bob R. Baker................................................ Over $100,000
Frank S. Bayley............................................. $50,001 -- $100,000
James T. Bunch.............................................. Over $100,000
Bruce L. Crockett........................................... $10,001 -- $50,000
Albert R. Dowden............................................ Over $100,000
Edward K. Dunn, Jr.......................................... Over $100,000(1)
Jack M. Fields.............................................. Over $100,000(1)
Carl Frischling............................................. Over $100,000(1)
Gerald J. Lewis............................................. $50,001 -- $100,000
Prema Mathai-Davis.......................................... $1 -- $10,000
Lewis F. Pennock............................................ $50,001 -- $100,000
Ruth H. Quigley............................................. $1 -- $10,000
Louis S. Sklar.............................................. Over $100,000(1)
Larry Soll.................................................. Over $100,000
</Table>

- ---------------

(1) Includes the total amount of compensation deferred by the trustee at his or
her election. Such deferred compensation is placed in a deferral account and
deemed to be invested in one or more of the AIM Funds.

EXHIBIT A
SHARES OF THE TRUST
OUTSTANDING ON JANUARY 9, 2004

<Table>
<Caption>
NUMBER OF SHARES OUTSTANDING
NAME OF FUND (CLASS) ON JANUARY 9, 2004
- -------------------- ----------------------------

AIM V.I. AGGRESSIVE GROWTH FUND
Series I Shares........................................... 13,583,137.30
Series II Shares.......................................... 271,689.67
AIM V.I. BALANCED FUND
Series I Shares........................................... 9,769,673.68
Series II Shares.......................................... 416,267.36
AIM V.I. BASIC VALUE FUND
Series I Shares........................................... 29,466,099.81
Series II Shares.......................................... 24,208,892.06
AIM V.I. BLUE CHIP FUND
Series I Shares........................................... 18,777,309.02
Series II Shares.......................................... 198,917.03
AIM V.I. CAPITAL APPRECIATION FUND
Series I Shares........................................... 44,203,216.42
Series II Shares.......................................... 3,403,997.35
AIM V.I. CAPITAL DEVELOPMENT FUND
Series I Shares........................................... 7,406,567.81
Series II Shares.......................................... 2,709,288.18
AIM V.I. CORE EQUITY FUND
Series I Shares........................................... 74,142,074.04
Series II Shares.......................................... 184,166.70
AIM V.I. DENT DEMOGRAPHIC TRENDS FUND
Series I Shares........................................... 12,600,065.46
Series II Shares.......................................... 11,612,045.63
AIM V.I. DIVERSIFIED INCOME FUND
Series I Shares........................................... 8,152,913.09
Series II Shares.......................................... 86,748.45
AIM V.I. GLOBAL UTILITIES FUND
Series I Shares........................................... 1,924,118.12
Series II Shares.......................................... 35,471.47
AIM V.I. GOVERNMENT SECURITIES FUND
Series I Shares........................................... 42,859,504.00
Series II Shares.......................................... 1,830,414.70
AIM V.I. GROWTH FUND
Series I Shares........................................... 26,412,825.75
Series II Shares.......................................... 680,435.23
AIM V.I. HIGH YIELD FUND
Series I Shares........................................... 6,225,798.32
Series II Shares.......................................... 210,567.55
</Table>

A-1

<Table>
<Caption>
NUMBER OF SHARES OUTSTANDING
NAME OF FUND (CLASS) ON JANUARY 9, 2004
- -------------------- ----------------------------

AIM V.I. INTERNATIONAL GROWTH FUND
Series I Shares........................................... 18,076,137.84
Series II Shares.......................................... 690,178.65
AIM V.I. LARGE CAP GROWTH FUND
Series I Shares........................................... 50,075.34
Series II Shares.......................................... 50,050.24
AIM V.I. MID CAP CORE EQUITY FUND
Series I Shares........................................... 24,736,891.37
Series II Shares.......................................... 418,429.46
AIM V.I. MONEY MARKET FUND
Series I Shares........................................... 75,412,286.50
Series II Shares.......................................... 1,519,156.95
AIM V.I. NEW TECHNOLOGY FUND
Series I Shares........................................... 5,866,972.03
Series II Shares.......................................... 29,124.01
AIM V.I. PREMIER EQUITY FUND
Series I Shares........................................... 86,280,414.72
Series II Shares.......................................... 1,121,518.76
AIM V.I. SMALL CAP EQUITY FUND
Series I Shares........................................... 216,331.40
Series II Shares.......................................... 50,037.40
</Table>

A-2

EXHIBIT B
OFFICERS OF THE TRUST

The following table provides information with respect to the current
officers of the Trust. Each officer is elected by each Board and serves until
his or her successor is chosen and qualified or until his or her resignation or
removal by a Board. The business address of each of the following persons is 11
Greenway Plaza, Suite 100, Houston, Texas 77046.

<Table>
<Caption>
NAME, YEAR OF BIRTH AND OFFICER
POSITION(S) HELD WITH AIM TRUST SINCE PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS
- ------------------------------- ------- -------------------------------------------

Robert H. Graham -- 1946.............. 1993 Director and Chairman, A I M Management
Trustee, Chairman and President Group Inc. (financial services holding
company); and Director and Vice Chairman,
AMVESCAP PLC and Chairman of AMVESCAP
PLC -- AIM Division (parent of AIM and a
global investment management firm)
Formerly: President and Chief Executive
Officer, A I M Management Group Inc.;
Director, Chairman and President, A I M
Advisors, Inc. (registered investment
advisor); Director and Chairman, A I M
Capital Management, Inc. (registered
investment advisor), A I M Distributors,
Inc. (registered broker dealer), AIM
Investment Services, Inc., (registered
transfer agent), and Fund Management
Company (registered broker dealer); and
Chief Executive Officer, AMVESCAP
PLC -- Managed Products
Mark H. Williamson -- 1951............ 2003 Director, President and Chief Executive
Trustee and Executive Vice President Officer, A I M Management Group Inc.
(financial services holding company);
Director, Chairman and President, A I M
Advisors, Inc. (registered investment
advisor); Director, A I M Capital
Management, Inc. (registered investment
advisor) and A I M Distributors, Inc.
(registered broker dealer); Director and
Chairman, AIM Investment Services, Inc.
(registered transfer agent), and Fund
Management Company (registered broker
dealer); and Chief Executive Officer,
AMVESCAP PLC -- AIM Division (parent of AIM
and a global investment management firm)
Formerly: Director, Chairman, President and
Chief Executive Officer, INVESCO Funds
Group, Inc. and INVESCO Distributors, Inc.;
Chief Executive Officer, AMVESCAP
PLC -- Managed Products; Chairman and Chief
Executive Officer of NationsBanc Advisors,
Inc.; and Chairman of NationsBanc
Investments, Inc.
</Table>

B-1

Kevin M. Carome -- 1956............... 2003 Director, Senior Vice President, Secretary
Senior Vice President and General Counsel, A I M Management Group
and Chief Legal Officer Inc. (financial services holding company)
and A I M Advisors, Inc.; Vice President,
A I M Capital Management, Inc., A I M
Distributors, Inc. and AIM Investment
Services, Inc.; and Director, Vice
President and General Counsel, Fund
Management Company
Formerly: Senior Vice President and General
Counsel, Liberty Financial Companies, Inc.;
and Senior Vice President and General
Counsel, Liberty Funds Group, LLC
Robert G. Alley -- 1948............... 1993 Managing Director, Chief Fixed Income
Vice President Officer and Senior Investment Officer,
A I M Capital Management, Inc.; and Vice
President, A I M Advisors, Inc.
Stuart W. Coco -- 1955................ 1993 Managing Director and Director of Money
Vice President Market Research and Special Projects, A I M
Capital Management, Inc.; and Vice
President, A I M Advisors, Inc.
Melville B. Cox -- 1943............... 1993 Vice President and Chief Compliance
Vice President Officer, A I M Advisors, Inc. and A I M
Capital Management, Inc.; and Vice
President, AIM Investment Services, Inc.
Sidney M. Dilgren -- 1961............. 2004 Vice President and Fund Treasurer, A I M
Vice President and Treasurer Advisors, Inc.; Senior Vice President, AIM
Investment Services, Inc.; and Vice
President, A I M Distributors, Inc.
Karen Dunn Kelley -- 1960............. 1993 Managing Director and Chief Management
Vice President Officer, A I M Capital Management, Inc;
Director and President, Fund Management
Company; and Vice President, A I M
Advisors, Inc.
Edgar M. Larsen -- 1940............... 1999 Vice President, A I M Advisors, Inc., and
Vice President President, Chief Executive Officer and
Chief Investment Officer, A I M Capital
Management, Inc.
</Table>

B-2

EXHIBIT C
SECURITY OWNERSHIP OF MANAGEMENT

To the best knowledge of the Trust, no trustees, nominees or current
executive officers of the Trust owned shares of beneficial interest of any class
of any Funds as of January 9, 2004.

C-1

EXHIBIT D
OWNERSHIP OF SHARES OF THE FUNDS

SIGNIFICANT HOLDERS

Listed below is the name, address and percent ownership of each person who,
as of January 9, 2004, to the best knowledge of the Trust owned 5% or more of
any class of the outstanding shares of a Fund. A shareholder who owns
beneficially 25% or more of the outstanding securities of a Fund is presumed to
"control" the Fund as defined in the 1940 Act. Such control may affect the
voting rights of other shareholders.

The Trust has no knowledge of whether all or any portion of the shares
owned of record are also owned beneficially.

All information listed below is as of January 9, 2004

AIM V.I. AGGRESSIVE GROWTH FUND

<Table>
<Caption>
SERIES I SERIES II SERIES I SERIES II
SHARES SHARES SHARES SHARES
------------ ------------ ---------- ----------
NUMBER OF NUMBER OF PERCENTAGE PERCENTAGE
SHARES OWNED SHARES OWNED OWNED OF OWNED OF
NAME AND ADDRESS OF PRINCIPAL HOLDER OF RECORD OF RECORD RECORD RECORD
- ------------------------------------ ------------ ------------ ---------- ----------

ALLMERICA FINANCIAL LIFE INS & ANNUITY COMPANY
ATTN: LYNNE MCENTEGART
SEP ACCT
440 LINCOLN STREET
MAILSTOP S-310
WORCESTER MA 01653-0001..................... 4,423,005.11 N/A 32.56%* N/A
GLENBROOK LIFE & ANNUITY CO
PROPRIETARY ACCOUNT
P.O. BOX 94200
PALATINE IL 60094-4200...................... 2,614,470.48 N/A 19.25% N/A
GLENBROOK LIFE & ANNUITY
300 N. MILWAUKEE AVENUE STE AN2N
VERNON HILLS IL 60061-1553.................. N/A 52,272.83 N/A 19.24%
HARTFORD LIFE AND ANNUITY
SEPARATE ACCOUNT
ATTN DAVE TEN BROECK
P.O. BOX 2999
HARTFORD CT 06104-2999...................... 3,171,937.86 N/A 23.35% N/A
HARTFORD LIFE AND ANNUITY
SEPARATE ACCOUNT
ATTN DAVE TEN BROECK
P.O. BOX 2999
HARTFORD CT 06104-2999...................... 1,168,878.91 N/A 8.61% N/A
MINNESOTA LIFE INSURANCE CO
ATTN A6-5216
400 ROBERT ST N
ST PAUL MN 55101-2015....................... N/A 188,296.78 N/A 69.31%
</Table>

D-1

THE GUARDIAN LIFE INS. CO.
ATTN PAUL IANNELLI
3900 BURGESS PLACE
EQUITY ACCPUNTING 3-S
BETHLEHEM PA 18017-9097..................... N/A 28,363.05 N/A 10.44%
SAFECO LIFE INSURANCE COMPANY
ATTN MICHAEL ZHANG
4854 154TH PLACE NE
REDMOND WA 98052-9664....................... 1,031,388.15 N/A 7.60% N/A
</Table>

- ---------------

* Presumed to be a control person because of beneficial ownership of 25% or more
of the Fund.

AIM V.I. BALANCED FUND

ALLSTATE LIFE INS CO OF NEW YORK
NY PROPRIETARY
P.O. BOX 94200
PALATINE IL 60094-4200...................... 562,100.58 N/A 5.75% N/A
ALLSTATE LIFE INS CO
ATTN FINANCIAL CONTROL -- CIGNA
P.O. BOX 94200
PALATINE IL 60094-4200...................... 532,103.56 N/A 5.45% N/A
ALLSTATE LIFE OF NEW YORK
3100 SANDERS ROAD
NORTHBROOK IL 60062-7155.................... N/A 60,698.91 N/A 14.58%
GLENBROOK LIFE & ANNUITY CO
PROPRIETARY ACCOUNT
P.O. BOX 94200
PALATINE IL 60094-4200...................... 5,204,123.30 N/A 53.27%* N/A
GLENBROOK LIFE & ANNUITY CO
ATTN GLAC MULTI-MANAGER ACCT
P.O. BOX 94200
PALATINE IL 60094-4200...................... 582,634.17 N/A 5.96% N/A
GLENBROOK LIFE & ANNUITY CO
VA1 AND SPVL ACCOUNT
P.O. BOX 94200
PALATINE IL 60094-4200...................... 1,127,280.38 N/A 11.54% N/A
GLENBROOK LIFE & ANNUITY
300 N. MILWAUKEE AVENUE
STE AN2N
VERNON HILLS IL 60061-1533.................. N/A 174,101.20 N/A 41.82%
MINNESOTA LIFE INSURANCE CO
ATTN A6-5216
400 ROBERT ST N
ST PAUL MN 55101-2015....................... N/A 152,151.92 N/A 36.55%
</Table>

D-2

TRANSAMERICA LIFE INSURANCE CO
ATTN FMD ACCTG MS 4410
4333 EDGEWOOD RD NE
CEDAR RAPIDS IA 52499....................... N/A 29,315.33 N/A 7.04%
UNION CENTRAL LIFE INSURANCE
FBO VARIABLE UNIVERSAL LIFE
ATTN ROBERTA UJVARY
PO BOX 40888
CINCINNATI OH 45240-0888.................... 1,280,186.41 N/A 13.10% N/A
</Table>

- ---------------

* Presumed to be a control person because of beneficial ownership of 25% or more
of the Fund.

AIM V.I. BASIC VALUE FUND

<Table>
<Caption>
SERIES I SERIES II SERIES I SERIES II
SHARES SHARES SHARES SHARES
------------- ------------ ---------- ----------
NUMBER OF NUMBER OF PERCENTAGE PERCENTAGE
SHARES OWNED SHARES OWNED OWNED OF OWNED OF
NAME AND ADDRESS OF PRINCIPAL HOLDER OF RECORD OF RECORD RECORD RECORD
- ------------------------------------ ------------- ------------ ---------- ----------

ALLMERICA FINANCIAL LIFE INS & ANNUITY
COMPANY
ATTN: LYNNE MCENTEGART
SEP ACCOUNT
440 LINCOLN STREET
MAILSTOP S-310
WORCESTER MA 01653-0001................... N/A 9,235,472.86 N/A 38.15%
GLENBROOK LIFE & ANNUITY CO
PROPRIETARY ACCOUNT
P.O. BOX 94200
PALATINE IL 60094-4200.................... 1,948,835.73 N/A 6.61% N/A
HARTFORD LIFE AND ANNUITY
SEPARATE ACCOUNT
ATTN DAVE TEN BROECK
PO BOX 2999
HARTFORD CT 06104-2999.................... 18,642,678.50 N/A 63.27%* N/A
HARTFORD LIFE
SEPARATE ACCOUNT
ATTN DAVE TEN BROECK
PO BOX 2999
HARTFORD CT 06104-2999.................... 5,651,711.03 N/A 19.18% N/A
NATIONWIDE INSURANCE COMPANY
NWVA7
C/O IPO PORTFOLIO ACCOUNTING
PO BOX 182029
COLUMBUS OH 43218-2029.................... N/A 1,335,477.39 N/A 5.52%
</Table>

D-3

TRANSAMERICA LIFE INSURANCE CO
LANDMARK
ATTN FMD OPERATIONAL ACCOUNTING
4333 EDGEWOOD RD NE
CEDAR RAPIDS IA 52499-0001................ N/A 5,491,758.46 N/A 22.69%
TRANSAMERICA LIFE INSURANCE CO
EXTRA
ATTN FMD OPERATIONAL ACCOUNTING
4333 EDGEWOOD DR NE
CEDAR RAPIDS IA 52499-0001................ N/A 2,031,653.15 N/A 8.40%
</Table>

- ---------------

* Presumed to be a control person because of beneficial ownership of 25% or more
of the Fund.

AIM V.I. BLUE CHIP FUND

ALLMERICA FINANCIAL LIFE INS & ANNUITY COMPANY
ATTN: LYNNE MCENTEGART
SEP ACCOUNT
440 LINCOLN STREET
MAILSTOP S-310
WORCESTER MA 01653-0001..................... 3,539,853.75 N/A 18.85%* N/A
ALLSTATE LIFE OF NEW YORK
3100 SANDERS ROAD
NORTHBROOK IL 60061-7155.................... N/A 53,454.36 N/A 26.87%
ALLSTATE LIFE INS CO OF NEW YORK
NY PROPRIETARY
P.O. BOX 94200
PALATINE IL 60094-4200...................... 996,779.07 N/A 5.31% N/A
GLENBROOK LIFE & ANNUITY CO
PROPRIETARY ACCOUNT
P.O. BOX 94200
PALATINE IL 60094-4200...................... 3,556,062.69 N/A 18.94% N/A
GLENBROOK LIFE & ANNUITY CO
300 N. MILWAUKEE AVENUE
STE AN2N
VERNON HILLS IL 60061-1533.................. N/A 145,441.03 N/A 73.12%
</Table>

D-4

HARTFORD LIFE
SEPARATE ACCOUNT
ATTN DAVE TEN BROECK
P.O. BOX 2999
HARTFORD CT 06104-2999...................... 2,576,932.95 N/A 13.72% N/A
HARTFORD LIFE AND ANNUITY
SEPARATE ACCOUNT
ATTN: DAVE TEN BROECK
PO BOX 2999
HARTFORD CT 06104-2999...................... 6,641,997.86 N/A 35.37%* N/A
</Table>

- ---------------

* Presumed to be a control person because of beneficial ownership of 25% or more
of the Fund.

AIM V.I. CAPITAL APPRECIATION FUND

ALLSTATE LIFE INSURANCE CO
ATTN AIM VI-AIMVA3
3100 SANDERS RD STE K4A
NORTHBROOK IL 60062-7154................... N/A 217,621.58 N/A 6.39%
ALLSTATE LIFE INSURANCE CO
ATTN FINANCIAL CONTROL -- CIGNA
P.O. BOX 94200
PALATINE IL 60094-4200..................... 4,581,196.46 N/A 10.36% N/A
GLENBROOK LIFE & ANNUITY CO
VA 1 AND SPVL ACCOUNT
P.O. BOX 94200
PALATINE IL 60094-4200..................... 2,360,028.20 N/A 5.34% N/A
GLENBROOK LIFE & ANNUITY CO
PROPRIETARY ACCOUNT
P.O. BOX 94200
PALATINE IL 60094-4200..................... 2,234,559.94 N/A 5.06% N/A
IDS LIFE INSURANCE CO
IDS TOWER 10T11/340
MINNEAPOLIS MN 55440....................... 4,086,137.28 N/A 9.24% N/A
IDS LIFE INSURANCE CO
222 AXP FINANCIAL CENTER
MINNEAPOLIS MN 55474-0002.................. N/A 1,613,925.62 N/A 47.41%
ING LIFE INSURANCE AND ANNUITY CO
CONVEYOR TN41
151 FARMINGTON AVE
HARTFORD CT 06156-0001..................... 6,248,599.38 N/A 14.14% N/A
MERRILL LYNCH PIERCE FENNER & SMITH
FBO THE SOLE BENEFIT OF CUSTOMERS
4800 DEER LAKE DR EAST
JACKSONVILLE FL 32246-6484................. 4,940,128.04 N/A 11.18% N/A
</Table>

D-5

TRANSAMERICA LIFE INSURANCE CO
LANDMARK
ATTN MFD OPERATIONAL ACCOUNTING
4333 EDGEWOOD RD NE
CEDAR RAPIDS IA 52499-0001................. N/A 515,887.74 N/A 15.16%
TRANSAMERICA LIFE INSURANCE CO
EXTRA
ATTN FMD OPERATIONAL ACCOUNTING
4333 EDGEWOOD RD NE
CEDAR RAPIDS IA 52499-0001................. N/A 184,864.88 N/A 5.43%
</Table>

AIM V.I. CAPITAL DEVELOPMENT FUND

ALLMERICA FINANCIAL LIFE INS & ANNUITY
COMPANY
ATTN: LYNNE MCENTEGART
SEP ACCOUNT
440 LINCOLN STREET
MAILSTOP S-310
WORCESTER MA 01653-0001.................... N/A 303,146.91 N/A 11.19%
GLENBROOK LIFE & ANNUITY CO
PROPRIETARY ACCOUNT
P.O. BOX 94200
PALATINE IL 60094-4200..................... 1,325,922.63 N/A 17.90% N/A
IDS LIFE INSURANCE CO
IDS TOWER 10T11/340
MINNEAPOLIS MN 55440....................... 4,936,250.22 N/A 66.65%* N/A
IDS LIFE INSURANCE CO RAVA
222 AXP FINANCIAL CENTER
MINNEAPOLIS MN 55474-0002.................. N/A 1,716,378.37 N/A 63.35%
JOHN HANCOCK
JOHN HANCOCK SIGNATURE SERVICES
FUND OPERATIONS 5TH FLOOR
529 MAIN STREET
CHARLES, MA 02129.......................... N/A 207,960.61 N/A 7.68%
NATIONWIDE INSURANCE COMPANY
NWVA7
C/O IPO PORTFOLIO ACCOUNTING
PO BOX 182029
COLUMBUS OH 43218-2029..................... N/A 194,396.04 N/A 7.18%
</Table>

- ---------------

* Presumed to be a control person because of beneficial ownership of 25% or more
of the Fund.

D-6

AIM V.I. CORE EQUITY FUND

GLENBROOK LIFE & ANNUITY CO
300 N. MILWAUKEE AVE STE AN2N
VERNON HILLS IL 60061-1533................. N/A 16,942.28 N/A 9.20%
IDS LIFE INSURANCE CO
IDS TOWER 10T11/340
MINNEAPOLIS MN 55440....................... 43,705,304.64 N/A 58.95%* N/A
ING LIFE INSURANCE AND ANNUITY CO
CONVEYOR TN41
151 FARMINGTON AVE
HARTFORD CT 06156-0001..................... 6,026,974.26 N/A 8.13% N/A
PRUDENTIAL INSURANCE CO OF AMERICA
ATTN IGG FINL REP SEP ACCTS
NJ-02-07-01
213 WASHINGTON ST 7TH FL
NEWARK NJ 07102-2992....................... 4,573,951.89 N/A 6.17% N/A
SAGE LIFE ASSURANCE OF AMERICA
969 HIGH RIDGE ROAD STE 200
STAMFORD CT 06905-1608..................... N/A 115,407.41 N/A 62.66%
SUN LIFE FINANCIAL
P.O. BOX 9137
WELLESLEY HILLS MA 02481-9137.............. N/A 20,379.18 N/A 11.07%
TRANSAMERICA LIFE INSURANCE CO
RIB III
ATTN FMD OPERATIONAL ACCOUNTING
4333 EDGEWOOD RD NE
CEDAR RAPIDS IA 52499-0001................. N/A 14,017.21 N/A 7.61%
</Table>

- ---------------

* Presumed to be a control person because of beneficial ownership of 25% or more
of the Fund.

AIM V.I. DENT DEMOGRAPHIC TRENDS FUND

<Table>
<Caption>
SERIES I SERIES II SERIES I SERIES II
SHARES SHARES SHARES SHARES
------------ ------------- ---------- ----------
NUMBER OF NUMBER OF PERCENTAGE PERCENTAGE
SHARES OWNED SHARES OWNED OWNED OF OWNED OF
NAME AND ADDRESS OF PRINCIPAL HOLDER OF RECORD OF RECORD RECORD RECORD
- ------------------------------------ ------------ ------------- ---------- ----------

GLENBROOK LIFE & ANNUITY CO
PROPRIETARY ACCOUNT
P.O. BOX 94200
PALATINE IL 60094-4200.................... 2,222,613.36 N/A 17.64% N/A
ING USA ANNUITY AND LIFE INS. CO.
1475 DUNWOODY DRIVE
WEST CHESTER, PA 19380-1478............... N/A 11,400,934.35 N/A 98.18%*
HARTFORD LIFE AND ANNUITY
SEPARATE ACCOUNT
ATTN DAVE TEN BROECK
P.O. BOX 2999
HARTFORD CT 06104-2999.................... 4,616,035.28 N/A 36.64%* N/A
</Table>

D-7

<Table>
<Caption>
SERIES I SERIES II SERIES I SERIES II
SHARES SHARES SHARES SHARES
------------ ------------- ---------- ----------
NUMBER OF NUMBER OF PERCENTAGE PERCENTAGE
SHARES OWNED SHARES OWNED OWNED OF OWNED OF
NAME AND ADDRESS OF PRINCIPAL HOLDER OF RECORD OF RECORD RECORD RECORD
- ------------------------------------ ------------ ------------- ---------- ----------

HARTFORD LIFE
SEPARATE ACCOUNT
ATTN DAVE TEN BROECK
P.O. BOX 2999
HARTFORD CT 06104-2999.................... 1,123,659.45 N/A 8.92% N/A
RELIASTAR LIFE INSURANCE CO
FBO SELECT LIFE 2/3
RTE 5106 PO BOX 20
MINNEAPOLIS MN 55440-0020................. 2,514,593.42 N/A 19.96% N/A
</Table>

- ---------------

* Presumed to be a control person because of beneficial ownership of 25% or more
of the Fund.

AIM V.I. DIVERSIFIED INCOME FUND

ALLSTATE LIFE INSURANCE CO
ATTN FINANCIAL CONTROL -- CIGNA
P.O. BOX 94200
PALATINE IL 60094-4200...................... 2,053,247.21 N/A 25.18%* N/A
ALLSTATE LIFE OF NEW YORK
3100 SANDERS ROAD
NORTHBROOK IL 60062-7155.................... N/A 22,007.89 N/A 25.37%
GENERAL AMERICAN LIFE INSURANCE
SEPARATE ACCOUNTS B1-08
13045 TESSON FERRY RD
ST LOUIS MO 63128-3499...................... 549,607.25 N/A 6.74% N/A
GLENBROOK LIFE & ANNUITY CO
PROPRIETARY ACCOUNT
P.O. BOX 94200
PALATINE IL 60094-4200...................... 2,120,101.11 N/A 26.00%* N/A
GLENBROOK LIFE & ANNUITY CO
VA1 AND SPV L ACCOUNT
P.O. BOX 94200
PALATINE IL 60094-4200...................... 1,582,669.03 N/A 19.41% N/A
GLENBROOK LIFE & ANNUITY
300 N. MILWAUKEE AVENUE
STE AN2N
VERNON HILLS IL 60061-1553.................. N/A 64,740.55 N/A 74.63%
</Table>

- ---------------

* Presumed to be a control person because of beneficial ownership of 25% or more
of the Fund.

D-8

AIM V.I. GLOBAL UTILITIES FUND

ALLSTATE LIFE INSURANCE CO
ATTN FINANCIAL CONTROL -- CIGNA
P.O. BOX 94200
PALATINE IL 60094-4200...................... 393,997.06 N/A 20.48% N/A
ALLSTATE LIFE OF NEW YORK
3100 SANDERS RD
NORTHBROOK IL 60062-7155.................... N/A 7,627.10 N/A 21.50%
GLENBROOK LIFE & ANNUITY CO
PROPRIETARY ACCOUNT
P.O. BOX 94200
PALATINE IL 60094-4200...................... 637,307.03 N/A 33.12%* N/A
GLENBROOK LIFE & ANNUITY CO
VA 1 AND SPVL ACCOUNT
P.O. BOX 94200
PALATINE IL 60094-4200...................... 338,653.79 N/A 17.60% N/A
GLENBROOK LIFE & ANNUITY
300 N. MILWAUKEE AVENUE
STE AN2N
VERNON HILLS IL 60061-1533.................. N/A 25,061.34 N/A 70.65%
GUARDIAN INSURANCE & ANNUITY CO
ATTN EQUITY ACCOUNTING
DEPT 3-S-18
3900 BURGESS PL
BETHLEHEM PA 18017-9097..................... 282,366.56 N/A 14.68% N/A
ANNUITY INVESTORS LIFE INSURANCE
580 WALNUT
CINCINNATI, OH 45202........................ N/A 2,251.57 N/A 6.35%
</Table>

- ---------------

* Presumed to be a control person because of beneficial ownership of 25% or more
of the Fund.

D-9

AIM V.I. GOVERNMENT SECURITIES FUND

ALLSTATE LIFE OF NEW YORK
3100 SANDERS ROAD
NORTHBROOK IL 60062-7155.................... N/A 348,823.91 N/A 19.06%
GLENBROOK LIFE & ANNUITY CO
PROPRIETARY ACCOUNT
PO BOX 94200
PALATINE IL 60094-4200...................... 3,311,138.86 N/A 7.73% N/A
GLENBROOK LIFE & ANNUITY CO
300 N. MILWAUKEE AVE STE AN2N
VERNON HILLS IL 60061-1533.................. N/A 197,498.66 N/A 10.79%
HARTFORD LIFE AND ANNUITY
SEPARATE ACCOUNT
ATTN DAVE TEN BROECK
PO BOX 2999
HARTFORD CT 06104-2999...................... 20,479,903.98 N/A 47.78%* N/A
HARTFORD LIFE
SEPARATE ACCOUNT
ATTN DAVE TEN BROECK
P.O. BOX 2999
HARTFORD CT 06104-2999...................... 6,958,276.39 N/A 16.24% N/A
THE GUARDIAN LIFE INS. CO.
ATTN PAUL IANNELLI
3900 BURGESS PLACE
EQUITY ACCPUNTING 3-S
BETHLEHEM PA 18017-9097..................... N/A 213,287.63 N/A 11.65%
SAGE LIFE ASSURANCE OF AMERICA
969 HIGH RIDGE ROAD, STE 200
STAMFORD CT 06905........................... N/A 334,419.60 N/A 18.27%
SECURITY LIFE OF DENVER
VARIABLE OPERATIONS
1290 BROADWAY
DENVER CO 80203-2122........................ 2,500,837.22 N/A 5.84% N/A
THE LINCOLN NATIONAL LIFE INS CO
ATTN SHIRLEY SMITH
1300 SOUTH CLINTON STREET
FORT WAYNE IN 46802-3506.................... N/A 346,795.08 N/A 18.95%
TRANSAMERICA LIFE INSURANCE CO
PREFERRED ADVANTAGE
ATTN FMD OPERATIONAL ACCOUNTING
4333 EDGEWOOD RD NE
CEDAR RAPIDS IA 52499....................... N/A 375,074.46 N/A 20.49%
</Table>

- ---------------

* Presumed to be a control person because of beneficial ownership of 25% or more
of the Fund.

D-10

AIM V.I. GROWTH FUND

ALLSTATE LIFE INSURANCE CO
ATTN FINANCIAL CONTROL -- CIGNA
P.O. BOX 94200
PALATINE IL 60094-4200...................... 3,170,696.64 N/A 12.00% N/A
GLENBROOK LIFE & ANNUITY CO
PROPRIETARY ACCOUNT
P.O. BOX 94200
PALATINE IL 60094-4200...................... 3,084,545.39 N/A 11.68% N/A
GLENBROOK LIFE & ANNUITY CO
VA 1 AND SPVL ACCOUNT
P.O. BOX 94200
PALATINE IL 60094-4200...................... 1,776,998.34 N/A 6.73% N/A
ING USA ANNUITY AND LIFE INS CO
1475 DUNWOODY DRIVE
WEST CHESTER PA 19380-1478.................. N/A 198,866.65 N/A 29.23%
ING LIFE INSURANCE AND ANNUITY CO
CONVEYOR TN41
151 FARMINGTON AVE
HARTFORD CT 06156-0001...................... 3,703,553.14 N/A 14.02% N/A
LINCOLN LIFE
FLEXIBLE PREMIUM VARIABLE LIFE ACCT
M/VUL-1 SA-M
ATTN KAREN GERKE
1300 CLINTON ST
MAIL STOP 4CO1
FORT WAYNE IL 46802-3518.................... 3,530,338.62 N/A 13.37% N/A
SUN LIFE FINANCIAL
RETIREMENT PRODUCTS & SERVICES
PO BOX 9134
WELLESLEY HILLS, MA 02481-9134.............. 2,475,578.68 N/A 9.37% N/A
SUN LIFE FINANCIAL
P.O. BOX 9137
WELLESLEY HILLS MA 02481-9137............... N/A 37,957.01 N/A 5.58%
THE LINCOLN NATIONAL LIFE INS CO
ATTN SHIRLEY SMITH
1300 SOUTH CLINTON STREET
FORT WAYNE IN 46802-3506.................... N/A 327,988.89 N/A 48.20%
PRINCIPAL LIFE INSURANCE COMPANY
ATTN: CHAD NICHOLS G-008-N20
711 HIGH STREET
DES MOINES, IA 50392-0002................... 1,370,661.72 N/A 5.18% N/A
THE GUARDIAN LIFE INS. CO.
ATTN PAUL IANNELLI
3900 BURGESS PLACE
EQUITY ACCPUNTING 3-S
BETHLEHEM PA 18017-9097..................... N/A 43,722.15 N/A 6.43%
</Table>

D-11

AIM V.I. HIGH YIELD FUND

ALLMERICA FINANCIAL LIFE INS & ANNUITY CO
ATTN: LYNNE MCENTEGART SEP ACCT
440 LINCOLN STREET
MAILSTOP S-310
WORCESTER MA 01653-0001..................... 388,055.86 N/A 6.23% N/A
ALLSTATE LIFE INSURANCE CO
ATTN FINANCIAL CONTROL -- CIGNA
P.O. BOX 94200
PALATINE IL 60094-4200...................... 586,449,53 N/A 9.42% N/A
ALLSTATE LIFE OF NEW YORK
3100 SANDERS ROAD
NORTHBROOK IL 60062-7155.................... N/A 106,900.45 N/A 50.77%
GLENBROOK LIFE & ANNUITY CO
PROPRIETARY ACCOUNT
P.O. BOX 94200
PALATINE IL 60094-4200...................... 2,665,909.09 N/A 42.82%* N/A
GLENBROOK LIFE & ANNUITY CO
VA 1 AND SPVL ACCOUNT
P.O. BOX 94200
PALATINE IL 60094-4200...................... 597,438.49 N/A 9.60% N/A
GLENBROOK LIFE & ANNUITY CO
300 N. MILWAUKEE
AVENUE STE AN2N
VERNON HILLS IL 60061-1533.................. N/A 103,667.10 N/A 49.23%
HARTFORD LIFE INSURANCE CO
SEPARATE ACCOUNT 2
ATTN DAVID TEN BROECK
PO BOX 2999
HARTFORD CT 06104-2999...................... 1,310,294.72 N/A 21.05% N/A
</Table>

- ---------------

* Presumed to be a control person because of beneficial ownership of 25% or more
of the Fund.

AIM V.I. INTERNATIONAL GROWTH FUND

ALLSTATE LIFE INSURANCE CO
ATTN: FINANCIAL CONTROL -- CIGNA
P.O. BOX 94200
PALATINE IL 60094-4200...................... 2,501,379.13 N/A 13.84% N/A
GLENBROOK LIFE & ANNUITY CO
VA 1 AND SPVL ACCOUNT
P.O. BOX 94200
PALATINE IL 60094-4200...................... 1,333,134.28 N/A 7.38% N/A
</Table>

D-12

GLENBROOK LIFE & ANNUITY CO
PROPRIETARY ACCOUNT
P.O. BOX 94200
PALATINE IL 60094-4200...................... 1,242,905.65 N/A 6.88% N/A
LINCOLN NATIONAL LIFE INSURANCE COMPANY
1300 S. CLINTON STREET
FORT WAYNE IN 46802-3518.................... 1,378,136.01 N/A 7.62% N/A
LINCOLN NATIONAL LIFE INSURANCE COMPANY
1300 S. CLINTON STREET
FORT WAYNE IN 46802-3518.................... N/A 218,326.84 N/A 31.63%
MERRILL LYNCH PIERCE FENNER & SMITH
FBO THE SOLE BENEFIT OF CUSTOMERS
4800 DEER LAKE DR EAST
JACKSONVILLE FL 32246-6484.................. 1,192,856.23 N/A 6.60% N/A
SAGE LIFE ASSURANCE OF AMERICA
969 HIGH RIDGE RD
STE 200
STAMFORD CT 06905-1608...................... N/A 256,413.30 N/A 37.15%
SUN LIFE FINANCIAL
RETIREMENT PRODUCTS & SERVICES
PO BOX 9134
WELLESLEY HILLS, MA 02481-9134.............. 1,849,241.61 N/A 10.23% N/A
SUN LIFE ASSURANCE CO OF CANADA (U.S.)
P.O. BOX 9137
WELLESLEY HILLS MA 02481-9137............... 1,814,632.51 45,005.58 10.04% 6.52%
NATIONWIDE INS. CO
C/O IPO PORTFOLIO ACCT
P.O. BOX 182029
COLUMBUS OH 43218-2029...................... N/A 101,962.89 N/A 14.77%
</Table>

AIM V.I. LARGE CAP GROWTH FUND

A I M ADVISORS, INC
ATTN: DAVID HESSEL
11 GREENWAY PLAZA, STE 100
HOUSTON, TEXAS 77046-1173................... 50,075.34 50,050.24 100%* 100%*
</Table>

- ---------------

* Presumed to be a control person because of beneficial ownership of 25% or more
of the Fund.

D-13

AIM V.I. MID CAP CORE EQUITY FUND

GLENBROOK LIFE & ANNUITY CO
300 N. MILWAUKEE AVENUE STE AN2N
VERNON HILLS IL 60061-1533................. N/A 121,844.92 N/A 29.12%
HARTFORD LIFE AND ANNUITY
SEPARATE ACCOUNT
ATTN DAVE TEN BROECK
PO BOX 2999
HARTFORD CT 06104-2999..................... 17,327,168.75 N/A 70.05%* N/A
HARTFORD LIFE
SEPARATE ACCOUNT
ATTN DAVE TEN BROECK
PO BOX 2999
HARTFORD CT 06104-2999..................... 4,732,168.35 N/A 19.13% N/A
PAUL IANNELLI
3900 BURGESS PLACE
EQUITY ACCPUNTING 3-S
BETHLEHEM PA 18017-9097.................... N/A 52,812.92 N/A 12.62%
TRAVELERS INSURANCE COMPANY
ATTN SHAREHOLDER ACCOUNTING
ONE TOWER SQ 6MS
HARTFORD CT 06183-0002..................... N/A 114,270.68 N/A 27.31%
TRAVELERS LIFE & ANNUITY COMPANY
ATTN SHAREHOLDER ACCOUNTING
ONE TOWER SQ 6MS
HARTFORD CT 06183-0002..................... N/A 24,051.85 N/A 5.75%
TRANSAMERICA LIFE INSURANCE CO
PREFERRED ADVANTAGE
ATTN FMD OPERATIONAL ACCOUNTING
4333 EDGEWOOD RD NE
CEDAR RAPIDS IA 52499...................... N/A 22,225.99 N/A 5.31%
SECURITY BENEFIT LIFE
C/O VA DEPT
1 SW SECURITY BENEFIT PLZ
TOPEKA, KA 66636-1000...................... N/A 36,700.04 N/A 8.77%
JEFFERSON NATIONAL INS CO
9920 CORPORATE CAMPUS DR, STE. 1000
LOUISVILLE, KY 40223....................... N/A 31,081.77 N/A 7.43%
</Table>

- ---------------

* Presumed to be a control person because of beneficial ownership of 25% or more
of the Fund.

D-14

AIM V.I. MONEY MARKET FUND

ALLSTATE LIFE INSURANCE CO
ATTN FINANCIAL CONTROL -- CIGNA
P.O. BOX 94200
PALATINE IL 60094-4200..................... 14,741,942.38 N/A 19.55% N/A
ALLSTATE LIFE OF NEW YORK
3100 SANDERS ROAD
NORTHBROOK IL 60062-7155................... N/A 565,356.91 N/A 37.21%
GLENBROOK LIFE & ANNUITY CO
PROPRIETARY ACCOUNT
P.O. BOX 94200
PALATINE IL 60094-4200..................... 28,190,779.59 N/A 37.38%* N/A
GLENBROOK LIFE & ANNUITY CO
VA 1 AND SPVL ACCOUNT
P.O. BOX 94200
PALATINE IL 60094-4200..................... 14,904,940.98 N/A 19.76% N/A
GLENBROOK LIFE & ANNUITY CO
300 N. MILWAUKEE AVENUE STE AN2N
VERNON HILLS IL 60061-1533................. N/A 953,800.04 N/A 62.78%
SAGE LIFE ASSURANCE OF AMERICA
969 HIGHRIDGE RD, STE 200
STAMFORD, CT 06905-1608.................... 10,171,010.30 N/A 13.49% N/A
</Table>

- ---------------

* Presumed to be a control person because of beneficial ownership of 25% or more
of the Fund.

AIM V.I. NEW TECHNOLOGY FUND

ALLSTATE LIFE INSURANCE CO OF NEW YORK
NY PROPRIETARY
P.O. BOX 94200
PALATINE IL 60094-4200...................... 346,897.87 N/A 5.91% N/A
ALLSTATE LIFE OF NEW YORK
3100 SANDERS ROAD
NORTHBROOK IL 60062-7155.................... N/A 4,162.57 N/A 14.29%
GENERAL AMERICAN LIFE INSURANCE
SEPARATE ACCOUNTS B1-08
13045 TESSON FERRY RD
ST LOUIS MO 63128-3499...................... 2,531,226.52 N/A 43.14%* N/A
</Table>

D-15

GLENBROOK LIFE & ANNUITY CO
PROPRIETARY ACCOUNT
P.O. BOX 94200
PALATINE IL 60094-4200...................... 2,123,915.73 N/A 36.20%* N/A
GLENBROOK LIFE & ANNUITY CO
300 N. MILWAUKEE AVENUE STE AN2N
VERNON HILLS IL 60061-1533.................. N/A 24,961.38 N/A 85.71%
</Table>

- ---------------

* Presumed to be a control person because of beneficial ownership of 25% or more
of the Fund.

AIM V.I. PREMIER EQUITY FUND

ALLSTATE LIFE INSURANCE CO
ATTN FINANCIAL CONTROL -- CIGNA
P.O. BOX 94200
PALATINE IL 60094-4200..................... 5,536,070.40 N/A 6.42% N/A
MET LIFE INVESTORS VA/VUL
MET LIFE VARIABLE ANNUITY
ACCT ONE
ATTN STACIE GANNON
P.O. BOX 295
DES MOINES IA 50301-0295................... N/A 65,379.90 N/A 5.83%
GLENBROOK LIFE & ANNUITY CO
PROPRIETARY ACCOUNT
P.O. BOX 94200
PALATINE IL 60094-4200..................... 4,365,039.58 N/A 5.06% N/A
ING LIFE INSURANCE AND ANNUITY CO
CONVEYOR TN41
151 FARMINGTON AVE
HARTFORD CT 06156-0001..................... 5,642,782.92 N/A 6.54% N/A
ALLSTATE LIFE INS CO
ATTN AIMVI-AIMVA3
3100 SANDERS RD STE K4A
NORTHBROOK IL 60061-7154................... N/A 121,923.55 N/A 10.87%
LINCOLN LIFE
FLEXIBLE PREMIUM VARIABLE LIFE ACCT
M/VUL-1 SA-M
ATTN KAREN GERKE
1300 CLINTON STREET
MAIL STOP 4C01
FORT WAYNE IN 46802-3518................... 4,334,127.75 N/A 5.02% N/A
</Table>

D-16

MERRILL LYNCH PIERCE FENNER & SMITH
FBO THE SOLE BENEFIT OF CUSTOMERS
4800 DEER LAKE DR E
JACKSONVILLE FL 32246-6484................. 12,560,911.97 N/A 14.56% N/A
NATIONWIDE INSURANCE COMPANY
NWVA7
C/O IPO PORTFOLIO ACCOUNTING
P.O. BOX 182029
COLUMBUS OH 43218-2029..................... N/A 92,347.09 N/A 8.23%
NATIONWIDE INSURANCE COMPANY
NWVA9
C/O IPO PORTFOLIO ACCOUNTING
P.O. BOX 182029
COLUMBUS OH 43218-2029..................... N/A 89,846.97 N/A 8.01%
PRUDENTIAL INSURANCE CO IF AMER
ATTN IGG FINL REP SEP ACCTS NJ-02-07-01
213 WASHINGTON ST 7TH FL
NEWARK NJ 07102-2992....................... 9,930,162.51 N/A 11.51% N/A
THE LINCOLN NATIONAL LIFE INS CO
ATTN SHIRLEY SMITH
1300 SOUTH CLINTON STREET
FORT WAYNE IN 46802-3506................... N/A 488,576.73 N/A 43.56%
</Table>

AIM V.I. SMALL CAP EQUITY FUND

HARTFORD LIFE AND ANNUITY
SEPARATE ACCOUNT
ATTN DAVE TEN BROECK
PO BOX 2999
HARTFORD CT 06104-2999...................... 126,601.34 N/A 58.52%* N/A
HARTFORD LIFE INS CO
SEPARATE ACCT
ATTN DAVE TEN BROECK
PO BOX 2999
HARTFORD CT 06104-2999...................... 39,668.10 N/A 18.34 N/A
A I M ADVISORS, INC
ATTN: DAVID HESSEL
11 GREENWAY PLAZA, STE 100
HOUSTON, TEXAS 77046-1173................... 50,061.97 50,037.40 23.14% 100%*
</Table>

D-17

APPENDIX I

CHARTER OF THE
GOVERNANCE COMMITTEES OF THE AIM FUNDS
AND THE INVESCO FUNDS
(ADOPTED DECEMBER 10, 2003)

The Boards of Directors/Trustees ("Boards") of The AIM Funds and The
INVESCO Funds (collectively, "Funds"), have established a Governance Committee
for each of the Funds. This Charter shall govern the membership, duties and
operations of the Governance Committee of each of the Funds. References in this
Charter to "the Committees" shall mean the collective Governance Committees of
all Funds.

Membership: Each member of the Committees shall be a director and trustee
of the Funds who is not an "interested person" of the Funds within the meaning
of the Investment Company Act of 1940, as amended ("1940 Act"). Each member of
the Committees shall also meet the director independence requirements for
serving on audit committees as set forth from time to time in the New York Stock
Exchange listing standards (currently, Section 303A.06), and as set forth in
rules promulgated by the Securities and Exchange Act (the "SEC") under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), that are
applicable to investment companies whose shares are listed for trading on a
national securities exchange (currently, Rule 10A-3(b)(1)(iii)) (members that
meet such requirements are referred to herein as the "audit committee
independent directors").

Chair and Vice Chair: The Committees shall have a Chair and Vice Chair.
The Chair shall set the agenda for, and preside at, each meeting of the
Committees and shall engage in such other activities on behalf of the Committees
as shall be determined from time to time by the Committees. The Vice Chair shall
act as Chair in the absence or inability to act of the Chair and shall engage in
such other activities on behalf of the Committees as shall be determined from
time to time by the Committees.

Lead Dis-interested Director: The directors/trustees of the Funds who are
not "interested persons" of the Funds, as defined in the 1940 Act
("dis-interested directors"), may appoint a dis-interested director as the "Lead
Dis-interested Director." The Lead Dis-interested Director shall from time to
time as requested by the Committees act as liaison with management on particular
issues. Such functions are not to interfere with any directors'/trustees'
communications with management (and vice versa) on any issue; nor are such
functions intended to interfere with the interaction between management and any
of the Committees, other committees of the Boards, or the chair or vice chair of
the Committees or of such other committees.

Recommendation as to Share Ownership: The Committees recommend that each
director/trustee of the Funds beneficially own, on an aggregate basis, a minimum
dollar amount of shares of the Funds. The recommended minimum dollar amount
shall be $100,000 or the lowest dollar amount in the highest dollar range set
forth from time to time in Item 13(b)(4) of Form N-1A and/or Item 22(b)(5) of
Schedule 14A, if the lowest dollar amount in the highest dollar range set forth
in such Items is greater than $100,000. For purposes of this recommendation, (i)
shares of the Funds beneficially owned by the directors/trustees shall include,
for those directors/trustees who have executed a Deferred Compensation Agreement
with respect to the Funds, shares of the Funds in which the deferral accounts of
such directors/trustees are deemed to be invested under such Deferred
Compensation Agreements, and (ii) shares of the Funds beneficially owned by the
directors/trustees shall not include shares of AIM Select Real Estate Income
Fund that are beneficially owned by the directors/trustees.

Meetings: The Committees may meet separately or in conjunction with
meetings of the Boards of the Funds. Meetings of the Committees may be held in
person or by other means as permitted by the Bylaws of the Funds.

I-1

Duties: The duties of the Committees are:

(a) to nominate persons for election or appointment as dis-interested
directors (i) as additions to the Boards, (ii) to fill vacancies which,
from time to time, may occur in the Boards and (iii) for election by
shareholders of Funds at meetings called for the election of directors;

(b) to nominate persons for appointment as members of each committee
of the Boards, including without limitation the Committees, the Audit
Committees, the Investments Committees and the Valuation Committees, and to
nominate persons for appointment as chair and vice chair of each such
committee;

(c) to review from time to time, the compensation, if any, payable to
the directors of the Funds and to make recommendations to the Boards with
respect thereto;

(d) to review and evaluate from time to time the functioning of the
Boards and the various committees of the Boards and to make recommendations
to the Boards with respect thereto;

(e) to select independent legal counsel to the dis-interested
directors and to review and approve the compensation paid to independent
legal counsel to the dis-interested directors; and

(f) provided that the Committees are comprised solely of
dis-interested directors and that each member of the Committees is an audit
committee independent director, to review and approve the compensation paid
to independent counsel and other advisers, if any, to the Audit Committees
of the Funds.

Nomination of Dis-interested Directors: After a determination by the
Committees that a person should be nominated as an additional dis-interested
director, or as soon as practical after a vacancy occurs or it appears that a
vacancy is about to occur for a dis-interested director position on any of the
Boards, the Committees shall nominate a person for appointment by a majority of
the dis-interested directors to add to the Boards or to fill the vacancy. Prior
to a meeting of the shareholders of the Funds called for the purpose of electing
dis-interested directors, the Committees shall nominate one or more persons for
election as dis-interested directors at such meeting.

Evaluation by the Committees of a person as a potential nominee to serve as
a dis-interested director, including a person nominated by a shareholder, should
result in the following findings by the Committees:

(a) upon advice of independent legal counsel to the dis-interested
directors, that the person will qualify as a dis-interested director and
that the person is otherwise qualified under applicable laws and
regulations to serve as a director/trustee of the Funds;

(b) that the person is willing to serve, and willing and able to
commit the time necessary for the performance of the duties of a
dis-interested director;

(c) with respect to potential nominees to serve as dis-interested
director members of the Audit Committees of the Funds, upon advice of
independent legal counsel to the dis-interested directors, that the person:
(i) is free of any material relationship with the Funds (other than as a
shareholder of the Funds), either directly or as a partner, shareholder or
officer of an organization that has a relationship with the Funds, (ii)
meets the requirements regarding the financial literacy or financial
expertise of audit committee members, as set forth from time to time in the
New York Stock Exchange listing standards and in any rules promulgated by
the SEC that are applicable to investment companies whose shares are listed
for trading on a national securities exchange, and (iii) is an audit
committee independent director;

(d) that the person can make a positive contribution to the Boards and
the Funds, with consideration being given to the person's business
experience, education and such other factors as the Committees may consider
relevant;

(e) that the person is of good character and high integrity; and

(f) that the person has desirable personality traits including
independence, leadership and the ability to work with the other members of
the Boards.

I-2

Consistent with the 1940 Act, the Committees can consider recommendations
from management in its evaluation process.

As long as any Fund relies on any of Rule 10f-3, Rule 12b-1, Rule
15a-4(b)(2), Rule 17a-7, Rule 17a-8, Rule 17d-1(d)(7), Rule 17e-1, Rule
17g-1(j), Rule 18f-3 or Rule 23c-3, (i) a majority of the directors/ trustees of
the Fund shall be dis-interested directors, (ii) the selection and nomination of
any other dis-interested directors shall be committed to the discretion of the
existing dis-interested directors, and (iii) any person who acts as legal
counsel to the dis-interested directors shall be "independent legal counsel," as
defined in the 1940 Act.

In seeking out potential nominees and in nominating persons to serve as
dis-interested directors of the Funds, the Committees shall not discriminate
against any person based on his or her race, religion, national origin, sex,
physical disability and other factors not relevant to the person's ability to
serve as a dis-interested director.

Nomination of Committee Members: The Committees shall periodically review
the members of each committee of the Boards, including without limitation the
Committees, the Audit Committees, the Investments Committees and the Valuation
Committees. The Committees shall from time to time nominate persons to serve as
members of each committee of the Boards, as well as persons who shall serve as
the chair and vice chair of each such committee. Evaluation by the Committees of
a person as a potential committee member shall include the factors set forth
above under "Nomination of Dis-interested Directors," to the extent that such
factors are applicable or relevant. All such persons shall be appointed by a
majority of the directors/ trustees of the Funds. An individual may be nominated
to serve on more than one committee of a Board.

Nominees Recommended by Shareholders: The Committees shall consider
nominees recommended by a shareholder to serve as directors/trustees, provided:
(i) that such person is a shareholder of record at the time he or she submits
such names and is entitled to vote at the meeting of shareholders at which
directors/ trustees will be elected; and (ii) that the Committees or the Board,
as applicable, shall make the final determination of persons to be nominated.
For each Fund other than INVESCO Variable Investment Funds, Inc. ("IVIFI"), the
procedures to be followed by shareholders in submitting such recommendations are
set forth in the Fund's Bylaws. For IVIFI, a shareholder who desires to
recommend a nominee shall submit a request in writing to the Chair of IVIFI's
Governance Committee. The Committees shall evaluate nominees recommended by a
shareholder to serve as directors/trustees in the same manner as they evaluate
nominees identified by the Committees.

Review of Compensation: At least annually, the Committees shall review and
recommend the amount of compensation, if any, payable to the directors of the
Funds and report its findings and recommendation to the Boards. Compensation
shall be based on the responsibilities and duties of the dis-interested
directors and such other directors and the time required to perform these
duties. The Committees shall also make recommendations to the Boards regarding
matters related to compensation including deferred compensation plans and
retirement plans for the dis-interested directors and such other directors, and
shall monitor any and all such retirement plans and deferred compensation plans.

Evaluation Function: The Committees shall consider, oversee and implement
any periodic evaluation process of the Boards and all committees of the Boards.

Selection of Counsel: The Committees shall consider and oversee the
selection of "independent legal counsel," as defined in the 1940 Act, to the
dis-interested directors and recommend such counsel to the dis-interested
directors. In making such selection the Committees will examine and monitor such
legal counsel's client relationships, in accordance with any applicable rules
promulgated by the SEC, in order to ascertain continued independence.

Attendance at Annual Meetings. Of the Funds, only AIM Select Real Estate
Income Fund holds annual meetings of shareholders. The Funds' policy with regard
to director/trustee attendance at annual meetings of shareholders, if any, is
that directors/trustees are encouraged but not required to attend such annual
meetings.

I-3

Authority: The Committees shall have the resources and authority
appropriate to carry out their duties, including the authority to engage
independent counsel and other advisers, experts or consultants as they deem
necessary to carry out their duties, all at the expense of the appropriate
Funds. The Committees shall be responsible for reviewing and approving the
compensation paid to such counsel and other advisers.

Funding: The Funds shall provide for appropriate funding, as determined by
the Committees, in their capacity as committees of the Boards, for payment of
(i) compensation to any independent counsel or other advisers employed by the
Committees and (ii) ordinary administrative expenses of the Committees under the
authority set forth in this Charter.

Review of Charter: The Committees shall review this Charter at least
annually, and shall recommend any changes to the full Boards. This Charter may
be amended only by the full Boards, with the approval of a majority of the
dis-interested directors.

Maintenance of Charter: Each Fund shall maintain and preserve in an easily
accessible place a copy of the Committee Charter established for such Fund and
any modification to such Charter.

I-4

APPENDIX II

PRE-APPROVAL OF AUDIT AND NON-AUDIT SERVICES
POLICIES AND PROCEDURES
AS ADOPTED BY THE AUDIT COMMITTEES OF
THE AIM FUNDS AND THE INVESCO FUNDS (THE "FUNDS")
AMENDED NOVEMBER 6, 2003

I. STATEMENT OF PRINCIPLES

Under the Sarbanes-Oxley Act of 2002 and rules adopted by the Securities
and Exchange Commission ("SEC") ("Rules"), the Audit Committees of the Funds'
(the "Audit Committee") Board of Directors/ Trustees (the "Board") are
responsible for the appointment, compensation and oversight of the work of
independent accountants (an "Auditor"). As part of this responsibility and to
assure that the Auditor's independence is not impaired, the Audit Committee
pre-approves the audit and non-audit services provided to the Funds by the
Auditor, as well as all non-audit services provided by the Auditor to the Funds'
investment adviser and to affiliates of the adviser that provide ongoing
services to the Funds ("Service Affiliates") if the services directly impact the
Funds' operations or financial reporting. The SEC Rules also specify the types
of services that an Auditor may not provide to its audit client. The following
policies and procedures comply with the requirements for pre-approval and
provide a mechanism by which management of the Funds may request and secure
pre-approval of audit and non-audit services in an orderly manner with minimal
disruption to normal business operations.

Proposed services either may be pre-approved without consideration of
specific case-by-case services by the Audit Committee ("general pre-approval")
or require the specific pre-approval of the Audit Committee ("specific
pre-approval"). As set forth in these policies and procedures, unless a type of
service has received general pre-approval, it will require specific pre-approval
by the Audit Committee. Additionally, any proposed services exceeding general
pre-approved cost levels or established amounts will also require specific pre-
approval by the Audit Committee.

The Audit Committee will annually review and pre-approve the services that
may be provided by the Auditor without obtaining specific pre-approval from the
Audit Committee. The term of any general pre-approval runs from the date of such
pre-approval through September 30th of the following year, unless the Audit
Committee considers a different period and states otherwise. The Audit Committee
will add to or subtract from the list of general pre-approved services from time
to time, based on subsequent determinations.

The purpose of these policies and procedures is to set forth the guidelines
to assist the Audit Committee in fulfilling its responsibilities.

II. DELEGATION

The Audit Committee may from time to time delegate pre-approval authority
to one or more of its members who are Independent Directors. All decisions to
pre-approve a service by a delegated member shall be reported to the Audit
Committee at its next-scheduled meeting.

III. AUDIT SERVICES

The annual audit services engagement terms and fees will be subject to
specific pre-approval of the Audit Committee. Audit services include the annual
financial statement audit and other procedures such as tax provision work that
is required to be performed by the independent auditor to be able to form an
opinion on the Funds' financial statements. The Audit Committee will obtain,
review and consider sufficient information concerning the proposed Auditor to
make a reasonable evaluation of the Auditor's qualifications and independence.

In addition to the annual Audit services engagement, the Audit Committee
may grant general pre-approval for other audit services, which are those
services that only the independent auditor reasonably can provide. Other Audit
services may include services such as issuing consents for the inclusion of
audited
II-1

financial statements with SEC registration statements, periodic reports and
other documents filed with the SEC or other documents issued in connection with
securities offerings.

IV. GENERAL PRE-APPROVAL OF NON-AUDIT SERVICES

The Audit Committee may provide general pre-approval of types of non-audit
services described in this Section IV to the Funds and its Service Affiliates if
the Committee believes that the provision of the service will not impair the
independence of the Auditor, is consistent with the SEC's Rules on auditor
independence, and otherwise conforms to the Audit Committee's general principles
and policies as set forth herein.

AUDIT-RELATED SERVICES

"Audit-related services" are assurance and related services that are
reasonably related to the performance of the audit or review of the Fund's
financial statements or that are traditionally performed by the independent
auditor. Audit-related services include, among others, accounting consultations
related to accounting, financial reporting or disclosure matters not classified
as "Audit services"; assistance with understanding and implementing new
accounting and financial reporting guidance from rulemaking authorities; and
agreed-upon procedures related to mergers.

TAX SERVICES

"Tax services" include, but are not limited to, the review and signing of
the Funds' federal tax returns, the review of required distributions by the
Funds and consultations regarding tax matters such as the tax treatment of new
investments or the impact of new regulations. The Audit Committee will
scrutinize carefully the retention of the Auditor in connection with a
transaction initially recommended by the Auditor, the major business purpose of
which may be tax avoidance or the tax treatment of which may not be supported in
the Internal Revenue Code and related regulations. The Audit Committee will
consult with the Funds' Treasurer (or his or her designee) and may consult with
outside counsel or advisors as necessary to ensure the consistency of Tax
services rendered by the Auditor with the foregoing policy.

ALL OTHER SERVICES

The Audit Committee may pre-approve non-audit services classified as "All
other services" that are not categorically prohibited by the SEC, as listed in
Exhibit 1 to this policy.

V. SPECIFIC PRE-APPROVAL OF NON-AUDIT SERVICES

The Audit Committee may provide specific pre-approval of any non-audit
services to the Funds and its Service Affiliates if the Audit Committee believes
that the provision of the service will not impair the independence of the
auditor, is consistent with the SEC Rules on auditor independence, and otherwise
conforms to the Audit Committees' general principles and policies as set forth
herein.

VI. PRE-APPROVAL FEE LEVELS OR ESTABLISHED AMOUNTS

Pre-approval fee levels or established amounts for services to be provided
by the Auditor under general pre-approval policies will be set annually by the
Audit Committee. Any proposed services exceeding these levels or amounts will
require specific pre-approval by the Audit Committee. The Audit Committee will
always factor in the overall relationship of fees for audit and non-audit
services in determining whether to pre-approve any such services.

VII. PROCEDURES

On an annual basis, A I M Advisors, Inc. ("AIM") will submit to the Audit
Committee for general pre-approval, a list of non-audit services that the Funds
or Service Affiliates of the Funds may request from the Auditor. The list will
describe the non-audit services in reasonable detail and will include an
estimated range of fees where possible and such other information as the Audit
Committee may request.

II-2

Each request for services to be provided by the Auditor under the general
pre-approval of the Audit Committee will be submitted to the Funds' Treasurer
(or his or her designee) and must include a detailed description of the services
to be rendered. The Treasurer or his or her designee will ensure that such
services are included within the list of services that have received the general
pre-approval of the Audit Committee. The Audit Committee will be informed at the
next regularly scheduled Audit Committee meeting of any such services rendered
by the Auditor.

Each request to provide services that require specific approval by the
Audit Committee shall be submitted to the Audit Committee jointly by the Fund's
Treasurer or his or her designee and the Auditor, and must include a joint
statement that, in their view, such request is consistent with the policies and
procedures and the SEC Rules.

Non-audit services pursuant to the de minimis exception provided by the SEC
Rules will be promptly brought to the attention of the Audit Committee for
approval, including documentation that each of the conditions for this
exception, as set forth in the SEC Rules, has been satisfied.

On at least an annual basis, the Auditor will prepare a summary of all the
services provided to any entity in the investment company complex as defined in
section 2-01(f)(14) of Regulation S-X in sufficient detail as to the nature of
the engagement and the fees associated with those services.

The Audit Committee has designated the Funds' Treasurer to monitor the
performance of all services provided by the Auditor and to ensure such services
are in compliance with these policies and procedures. The Funds' Treasurer will
report to the Audit Committee on a periodic basis as to the results of such
monitoring. Both the Funds' Treasurer and management of AIM will immediately
report to the chairman of the Audit Committee any breach of these policies and
procedures that comes to the attention of the Funds' Treasurer or senior
management of AIM.

II-3

EXHIBIT 1

CONDITIONALLY PROHIBITED NON-AUDIT SERVICES (NOT PROHIBITED IF THE FUND CAN
REASONABLY CONCLUDE THAT THE RESULTS OF THE SERVICE WOULD NOT BE SUBJECT TO
AUDIT PROCEDURES IN CONNECTION WITH THE AUDIT OF THE FUND'S FINANCIAL
STATEMENTS)

- Bookkeeping or other services related to the accounting records or
financial statements of the audit client

- Financial information systems design and implementation

- Appraisal or valuation services, fairness opinions, or
contribution-in-kind reports

- Actuarial services

- Internal audit outsourcing services

CATEGORICALLY PROHIBITED NON-AUDIT SERVICES

- Management functions

- Human resources

- Broker-dealer, investment adviser, or investment banking services

- Legal services

- Expert services unrelated to the audit

- Any other service that the Public Company Oversight Board determines by
regulation is impermissible

II-4

EACH SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR PROXY TODAY!

PROXY CARD PROXY CARD
PROXY SOLICITED BY THE BOARD OF TRUSTEES (THE "BOARD")

AIM V.I. AGGRESSIVE GROWTH FUND

(A PORTFOLIO OF AIM VARIABLE INSURANCE FUNDS)

PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 2, 2004

The undersigned hereby appoints Kevin M. Carome, Robert H. Graham and
Mark H. Williamson, and each of them separately, proxies with the power
of substitution to each, and hereby authorizes them to represent and to
vote, as designated on reverse, at the Special Meeting of Shareholders on
April 2, 2004, at 3:00 p.m., Central Time, and at any adjournment
thereof, all of the shares of the fund which the undersigned would be
entitled to vote if personally present. IF THIS PROXY IS SIGNED AND
RETURNED WITH NO CHOICES INDICATED, THE SHARES WILL BE VOTED "FOR" EACH
NOMINEE.

PROXY MUST BE SIGNED AND DATED BELOW.

Dated_____________________ 2004

-------------------------------------

-------------------------------------
Signature(s) (if held jointly)
(Please sign in box)
NOTE: PLEASE SIGN EXACTLY AS YOUR
NAME APPEARS ON THIS PROXY CARD. ALL
JOINT OWNERS SHOULD SIGN. WHEN
SIGNING AS EXECUTOR, ADMINISTRATOR,
ATTORNEY, TRUSTEE OR GUARDIAN OR AS
CUSTODIAN FOR A MINOR, PLEASE GIVE
FULL TITLE AS SUCH. IF A CORPORATION,
PLEASE SIGN IN FULL CORPORATE NAME
AND INDICATE THE SIGNER'S OFFICE. IF
A PARTNER, PLEASE SIGN IN THE
PARTNERSHIP NAME.

PLEASE SIGN AND DATE ON THE REVERSE.

PLEASE FILL IN BOX AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. [X]
PLEASE DO NOT USE FINE POINT PENS.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD. THE BOARD RECOMMENDS VOTING
"FOR" THE PROPOSAL.

<Table>

WITHHOLD
FOR AUTHORITY FOR ALL
2. To elect sixteen individuals to the Board, each of whom will serve ALL FOR ALL EXCEPT*
until his or her successor is elected and qualified: NOMINEES
[ ] [ ] [ ]

01 Bob R. Baker 05 Albert R. Dowden 09 Robert H. Graham 13 Ruth H. Quigley
02 Frank S. Bayley 06 Edward K. Dunn, Jr. 10 Gerald J. Lewis 14 Louis S. Sklar
03 James T. Bunch 07 Jack M. Fields 11 Prema Mathai-Davis 15 Larry Soll, Ph.D.
04 Bruce L. Crockett 08 Carl Frischling 12 Lewis F. Pennock 16 Mark H. Williamson
</Table>

*TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL NOMINEE, MARK THE "FOR ALL
EXCEPT" BOX AND WRITE THE NOMINEE'S NUMBER(S) ON THE LINE PROVIDED.

- --------------------------------------------------------------------------------

IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.

EACH SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR PROXY TODAY!

PROXY CARD PROXY CARD
PROXY SOLICITED BY THE BOARD OF TRUSTEES (THE "BOARD")

AIM V.I. BALANCED FUND

(A PORTFOLIO OF AIM VARIABLE INSURANCE FUNDS)

PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 2, 2004

PROXY MUST BE SIGNED AND DATED BELOW.

Dated_____________________ 2004

-------------------------------------

PLEASE SIGN AND DATE ON THE REVERSE.

PLEASE FILL IN BOX AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. [X]
PLEASE DO NOT USE FINE POINT PENS.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD. THE BOARD RECOMMENDS VOTING
"FOR" THE PROPOSAL.

<Table>

WITHHOLD
FOR AUTHORITY FOR ALL
2. To elect sixteen individuals to the Board, each of whom will serve ALL FOR ALL EXCEPT*
until his or her successor is elected and qualified: NOMINEES
[ ] [ ] [ ]

*TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL NOMINEE, MARK THE "FOR ALL
EXCEPT" BOX AND WRITE THE NOMINEE'S NUMBER(S) ON THE LINE PROVIDED.

- --------------------------------------------------------------------------------

IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.

EACH SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR PROXY TODAY!

PROXY CARD PROXY CARD
PROXY SOLICITED BY THE BOARD OF TRUSTEES (THE "BOARD")

AIM V.I. BASIC VALUE FUND

(A PORTFOLIO OF AIM VARIABLE INSURANCE FUNDS)

PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 2, 2004

PROXY MUST BE SIGNED AND DATED BELOW.

Dated_____________________ 2004

-------------------------------------

PLEASE SIGN AND DATE ON THE REVERSE.

PLEASE FILL IN BOX AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. [X]
PLEASE DO NOT USE FINE POINT PENS.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD. THE BOARD RECOMMENDS VOTING
"FOR" THE PROPOSAL.

<Table>

WITHHOLD
FOR AUTHORITY FOR ALL
2. To elect sixteen individuals to the Board, each of whom will serve ALL FOR ALL EXCEPT*
until his or her successor is elected and qualified: NOMINEES
[ ] [ ] [ ]

*TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL NOMINEE, MARK THE "FOR ALL
EXCEPT" BOX AND WRITE THE NOMINEE'S NUMBER(S) ON THE LINE PROVIDED.

- --------------------------------------------------------------------------------

IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.

EACH SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR PROXY TODAY!

PROXY CARD PROXY CARD
PROXY SOLICITED BY THE BOARD OF TRUSTEES (THE "BOARD")

AIM V.I. BLUE CHIP FUND

(A PORTFOLIO OF AIM VARIABLE INSURANCE FUNDS)

PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 2, 2004

PROXY MUST BE SIGNED AND DATED BELOW.

Dated_____________________ 2004

-------------------------------------

PLEASE SIGN AND DATE ON THE REVERSE.

PLEASE FILL IN BOX AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. [X]
PLEASE DO NOT USE FINE POINT PENS.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD. THE BOARD RECOMMENDS VOTING
"FOR" THE PROPOSAL.

<Table>

WITHHOLD
FOR AUTHORITY FOR ALL
2. To elect sixteen individuals to the Board, each of whom will serve ALL FOR ALL EXCEPT*
until his or her successor is elected and qualified: NOMINEES
[ ] [ ] [ ]

*TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL NOMINEE, MARK THE "FOR ALL
EXCEPT" BOX AND WRITE THE NOMINEE'S NUMBER(S) ON THE LINE PROVIDED.

- --------------------------------------------------------------------------------

IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.

EACH SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR PROXY TODAY!

PROXY CARD PROXY CARD
PROXY SOLICITED BY THE BOARD OF TRUSTEES (THE "BOARD")

AIM V.I. CAPITAL APPRECIATION FUND

(A PORTFOLIO OF AIM VARIABLE INSURANCE FUNDS)

PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 2, 2004

PROXY MUST BE SIGNED AND DATED BELOW.

Dated_____________________ 2004

-------------------------------------

PLEASE SIGN AND DATE ON THE REVERSE.

PLEASE FILL IN BOX AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. [X]
PLEASE DO NOT USE FINE POINT PENS.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD. THE BOARD RECOMMENDS VOTING
"FOR" THE PROPOSAL.

<Table>

WITHHOLD
FOR AUTHORITY FOR ALL
2. To elect sixteen individuals to the Board, each of whom will serve ALL FOR ALL EXCEPT*
until his or her successor is elected and qualified: NOMINEES
[ ] [ ] [ ]

*TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL NOMINEE, MARK THE "FOR ALL
EXCEPT" BOX AND WRITE THE NOMINEE'S NUMBER(S) ON THE LINE PROVIDED.

- --------------------------------------------------------------------------------

IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.

EACH SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR PROXY TODAY!

PROXY CARD PROXY CARD
PROXY SOLICITED BY THE BOARD OF TRUSTEES (THE "BOARD")

AIM V.I. CAPITAL DEVELOPMENT FUND

(A PORTFOLIO OF AIM VARIABLE INSURANCE FUNDS)

PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 2, 2004

PROXY MUST BE SIGNED AND DATED BELOW.

Dated_____________________ 2004

-------------------------------------

PLEASE SIGN AND DATE ON THE REVERSE.

PLEASE FILL IN BOX AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. [X]
PLEASE DO NOT USE FINE POINT PENS.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD. THE BOARD RECOMMENDS VOTING
"FOR" THE PROPOSAL.

<Table>

WITHHOLD
FOR AUTHORITY FOR ALL
2. To elect sixteen individuals to the Board, each of whom will serve ALL FOR ALL EXCEPT*
until his or her successor is elected and qualified: NOMINEES
[ ] [ ] [ ]

*TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL NOMINEE, MARK THE "FOR ALL
EXCEPT" BOX AND WRITE THE NOMINEE'S NUMBER(S) ON THE LINE PROVIDED.

- --------------------------------------------------------------------------------

IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.

EACH SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR PROXY TODAY!

PROXY CARD PROXY CARD
PROXY SOLICITED BY THE BOARD OF TRUSTEES (THE "BOARD")

AIM V.I. CORE EQUITY FUND

(A PORTFOLIO OF AIM VARIABLE INSURANCE FUNDS)

PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 2, 2004

PROXY MUST BE SIGNED AND DATED BELOW.

Dated_____________________ 2004

-------------------------------------

PLEASE SIGN AND DATE ON THE REVERSE.

PLEASE FILL IN BOX AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. [X]
PLEASE DO NOT USE FINE POINT PENS.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD. THE BOARD RECOMMENDS VOTING
"FOR" THE PROPOSAL.

<Table>

WITHHOLD
FOR AUTHORITY FOR ALL
2. To elect sixteen individuals to the Board, each of whom will serve ALL FOR ALL EXCEPT*
until his or her successor is elected and qualified: NOMINEES
[ ] [ ] [ ]

*TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL NOMINEE, MARK THE "FOR ALL
EXCEPT" BOX AND WRITE THE NOMINEE'S NUMBER(S) ON THE LINE PROVIDED.

- --------------------------------------------------------------------------------

IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.

EACH SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR PROXY TODAY!

PROXY CARD PROXY CARD
PROXY SOLICITED BY THE BOARD OF TRUSTEES (THE "BOARD")

AIM V.I. DENT DEMOGRAPHIC TRENDS FUND

(A PORTFOLIO OF AIM VARIABLE INSURANCE FUNDS)

PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 2, 2004

PROXY MUST BE SIGNED AND DATED BELOW.

Dated_____________________ 2004

-------------------------------------

PLEASE SIGN AND DATE ON THE REVERSE.

PLEASE FILL IN BOX AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. [X]
PLEASE DO NOT USE FINE POINT PENS.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD. THE BOARD RECOMMENDS VOTING
"FOR" THE PROPOSAL.

<Table>

WITHHOLD
FOR AUTHORITY FOR ALL
2. To elect sixteen individuals to the Board, each of whom will serve ALL FOR ALL EXCEPT*
until his or her successor is elected and qualified: NOMINEES
[ ] [ ] [ ]

*TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL NOMINEE, MARK THE "FOR ALL
EXCEPT" BOX AND WRITE THE NOMINEE'S NUMBER(S) ON THE LINE PROVIDED.

- --------------------------------------------------------------------------------

IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.

EACH SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR PROXY TODAY!

PROXY CARD PROXY CARD
PROXY SOLICITED BY THE BOARD OF TRUSTEES (THE "BOARD")

AIM V.I. DIVERSIFIED INCOME FUND

(A PORTFOLIO OF AIM VARIABLE INSURANCE FUNDS)

PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 2, 2004

PROXY MUST BE SIGNED AND DATED BELOW.

Dated_____________________ 2004

-------------------------------------

PLEASE SIGN AND DATE ON THE REVERSE.

PLEASE FILL IN BOX AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. [X]
PLEASE DO NOT USE FINE POINT PENS.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD. THE BOARD RECOMMENDS VOTING
"FOR" THE PROPOSAL.

<Table>

WITHHOLD
FOR AUTHORITY FOR ALL
2. To elect sixteen individuals to the Board, each of whom will serve ALL FOR ALL EXCEPT*
until his or her successor is elected and qualified: NOMINEES
[ ] [ ] [ ]

*TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL NOMINEE, MARK THE "FOR ALL
EXCEPT" BOX AND WRITE THE NOMINEE'S NUMBER(S) ON THE LINE PROVIDED.

- --------------------------------------------------------------------------------

IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.

EACH SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR PROXY TODAY!

PROXY CARD PROXY CARD
PROXY SOLICITED BY THE BOARD OF TRUSTEES (THE "BOARD")

AIM V.I. GOVERNMENT SECURITIES FUND

(A PORTFOLIO OF AIM VARIABLE INSURANCE FUNDS)

PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 2, 2004

PROXY MUST BE SIGNED AND DATED BELOW.

Dated_____________________ 2004

-------------------------------------

PLEASE SIGN AND DATE ON THE REVERSE.

PLEASE FILL IN BOX AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. [X]
PLEASE DO NOT USE FINE POINT PENS.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD. THE BOARD RECOMMENDS VOTING
"FOR" THE PROPOSAL.

<Table>

WITHHOLD
FOR AUTHORITY FOR ALL
2. To elect sixteen individuals to the Board, each of whom will serve ALL FOR ALL EXCEPT*
until his or her successor is elected and qualified: NOMINEES
[ ] [ ] [ ]

*TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL NOMINEE, MARK THE "FOR ALL
EXCEPT" BOX AND WRITE THE NOMINEE'S NUMBER(S) ON THE LINE PROVIDED.

- --------------------------------------------------------------------------------

IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.

EACH SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR PROXY TODAY!

PROXY CARD PROXY CARD
PROXY SOLICITED BY THE BOARD OF TRUSTEES (THE "BOARD")

AIM V.I. GROWTH FUND

(A PORTFOLIO OF AIM VARIABLE INSURANCE FUNDS)

PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 2, 2004

PROXY MUST BE SIGNED AND DATED BELOW.

Dated_____________________ 2004

-------------------------------------

PLEASE SIGN AND DATE ON THE REVERSE.

PLEASE FILL IN BOX AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. [X]
PLEASE DO NOT USE FINE POINT PENS.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD. THE BOARD RECOMMENDS VOTING
"FOR" THE PROPOSAL.

<Table>

WITHHOLD
FOR AUTHORITY FOR ALL
2. To elect sixteen individuals to the Board, each of whom will serve ALL FOR ALL EXCEPT*
until his or her successor is elected and qualified: NOMINEES
[ ] [ ] [ ]

*TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL NOMINEE, MARK THE "FOR ALL
EXCEPT" BOX AND WRITE THE NOMINEE'S NUMBER(S) ON THE LINE PROVIDED.

- --------------------------------------------------------------------------------

IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.

EACH SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR PROXY TODAY!

PROXY CARD PROXY CARD
PROXY SOLICITED BY THE BOARD OF TRUSTEES (THE "BOARD")

AIM V.I. HIGH YIELD FUND

(A PORTFOLIO OF AIM VARIABLE INSURANCE FUNDS)

PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 2, 2004

PROXY MUST BE SIGNED AND DATED BELOW.

Dated_____________________ 2004

-------------------------------------

PLEASE SIGN AND DATE ON THE REVERSE.

PLEASE FILL IN BOX AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. [X]
PLEASE DO NOT USE FINE POINT PENS.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD. THE BOARD RECOMMENDS VOTING
"FOR" THE PROPOSAL.

<Table>

WITHHOLD
FOR AUTHORITY FOR ALL
2. To elect sixteen individuals to the Board, each of whom will serve ALL FOR ALL EXCEPT*
until his or her successor is elected and qualified: NOMINEES
[ ] [ ] [ ]

*TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL NOMINEE, MARK THE "FOR ALL
EXCEPT" BOX AND WRITE THE NOMINEE'S NUMBER(S) ON THE LINE PROVIDED.

- --------------------------------------------------------------------------------

IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.

EACH SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR PROXY TODAY!

PROXY CARD PROXY CARD
PROXY SOLICITED BY THE BOARD OF TRUSTEES (THE "BOARD")

AIM V.I. INTERNATIONAL GROWTH FUND

(A PORTFOLIO OF AIM VARIABLE INSURANCE FUNDS)

PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 2, 2004

PROXY MUST BE SIGNED AND DATED BELOW.

Dated_____________________ 2004

-------------------------------------

PLEASE SIGN AND DATE ON THE REVERSE.

PLEASE FILL IN BOX AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. [X]
PLEASE DO NOT USE FINE POINT PENS.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD. THE BOARD RECOMMENDS VOTING
"FOR" THE PROPOSAL.

<Table>

WITHHOLD
FOR AUTHORITY FOR ALL
2. To elect sixteen individuals to the Board, each of whom will serve ALL FOR ALL EXCEPT*
until his or her successor is elected and qualified: NOMINEES
[ ] [ ] [ ]

*TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL NOMINEE, MARK THE "FOR ALL
EXCEPT" BOX AND WRITE THE NOMINEE'S NUMBER(S) ON THE LINE PROVIDED.

- --------------------------------------------------------------------------------

IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.

EACH SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR PROXY TODAY!

PROXY CARD PROXY CARD
PROXY SOLICITED BY THE BOARD OF TRUSTEES (THE "BOARD")

AIM V.I. LARGE CAP GROWTH FUND

(A PORTFOLIO OF AIM VARIABLE INSURANCE FUNDS)

PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 2, 2004

PROXY MUST BE SIGNED AND DATED BELOW.

Dated_____________________ 2004

-------------------------------------

PLEASE SIGN AND DATE ON THE REVERSE.

PLEASE FILL IN BOX AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. [X]
PLEASE DO NOT USE FINE POINT PENS.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD. THE BOARD RECOMMENDS VOTING
"FOR" THE PROPOSAL.

<Table>

WITHHOLD
FOR AUTHORITY FOR ALL
2. To elect sixteen individuals to the Board, each of whom will serve ALL FOR ALL EXCEPT*
until his or her successor is elected and qualified: NOMINEES
[ ] [ ] [ ]

*TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL NOMINEE, MARK THE "FOR ALL
EXCEPT" BOX AND WRITE THE NOMINEE'S NUMBER(S) ON THE LINE PROVIDED.

- --------------------------------------------------------------------------------

IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.

EACH SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR PROXY TODAY!

PROXY CARD PROXY CARD
PROXY SOLICITED BY THE BOARD OF TRUSTEES (THE "BOARD")

AIM V.I. MID CAP CORE EQUITY FUND

(A PORTFOLIO OF AIM VARIABLE INSURANCE FUNDS)

PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 2, 2004

PROXY MUST BE SIGNED AND DATED BELOW.

Dated_____________________ 2004

-------------------------------------

PLEASE SIGN AND DATE ON THE REVERSE.

PLEASE FILL IN BOX AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. [X]
PLEASE DO NOT USE FINE POINT PENS.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD. THE BOARD RECOMMENDS VOTING
"FOR" THE PROPOSAL.

<Table>

WITHHOLD
FOR AUTHORITY FOR ALL
2. To elect sixteen individuals to the Board, each of whom will serve ALL FOR ALL EXCEPT*
until his or her successor is elected and qualified: NOMINEES
[ ] [ ] [ ]

*TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL NOMINEE, MARK THE "FOR ALL
EXCEPT" BOX AND WRITE THE NOMINEE'S NUMBER(S) ON THE LINE PROVIDED.

- --------------------------------------------------------------------------------

IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.

EACH SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR PROXY TODAY!

PROXY CARD PROXY CARD
PROXY SOLICITED BY THE BOARD OF TRUSTEES (THE "BOARD")

AIM V.I. MONEY MARKET FUND

(A PORTFOLIO OF AIM VARIABLE INSURANCE FUNDS)

PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 2, 2004

PROXY MUST BE SIGNED AND DATED BELOW.

Dated_____________________ 2004

-------------------------------------

PLEASE SIGN AND DATE ON THE REVERSE.

PLEASE FILL IN BOX AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. [X]
PLEASE DO NOT USE FINE POINT PENS.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD. THE BOARD RECOMMENDS VOTING
"FOR" THE PROPOSAL.

<Table>

WITHHOLD
FOR AUTHORITY FOR ALL
2. To elect sixteen individuals to the Board, each of whom will serve ALL FOR ALL EXCEPT*
until his or her successor is elected and qualified: NOMINEES
[ ] [ ] [ ]

*TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL NOMINEE, MARK THE "FOR ALL
EXCEPT" BOX AND WRITE THE NOMINEE'S NUMBER(S) ON THE LINE PROVIDED.

- --------------------------------------------------------------------------------

IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.

EACH SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR PROXY TODAY!

PROXY CARD PROXY CARD
PROXY SOLICITED BY THE BOARD OF TRUSTEES (THE "BOARD")

AIM V.I. PREMIER EQUITY FUND

(A PORTFOLIO OF AIM VARIABLE INSURANCE FUNDS)

PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 2, 2004

PROXY MUST BE SIGNED AND DATED BELOW.

Dated_____________________ 2004

-------------------------------------

PLEASE SIGN AND DATE ON THE REVERSE.

PLEASE FILL IN BOX AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. [X]
PLEASE DO NOT USE FINE POINT PENS.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD. THE BOARD RECOMMENDS VOTING
"FOR" THE PROPOSAL.

<Table>

WITHHOLD
FOR AUTHORITY FOR ALL
2. To elect sixteen individuals to the Board, each of whom will serve ALL FOR ALL EXCEPT*
until his or her successor is elected and qualified: NOMINEES
[ ] [ ] [ ]

*TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL NOMINEE, MARK THE "FOR ALL
EXCEPT" BOX AND WRITE THE NOMINEE'S NUMBER(S) ON THE LINE PROVIDED.

- --------------------------------------------------------------------------------

IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.

EACH SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR PROXY TODAY!

PROXY CARD PROXY CARD
PROXY SOLICITED BY THE BOARD OF TRUSTEES (THE "BOARD")

AIM V.I. SMALL CAP EQUITY FUND

(A PORTFOLIO OF AIM VARIABLE INSURANCE FUNDS)

PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 2, 2004

PROXY MUST BE SIGNED AND DATED BELOW.

Dated_____________________ 2004

-------------------------------------

PLEASE SIGN AND DATE ON THE REVERSE.

PLEASE FILL IN BOX AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. [X]
PLEASE DO NOT USE FINE POINT PENS.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD. THE BOARD RECOMMENDS VOTING
"FOR" THE PROPOSAL.

<Table>

WITHHOLD
FOR AUTHORITY FOR ALL
2. To elect sixteen individuals to the Board, each of whom will serve ALL FOR ALL EXCEPT*
until his or her successor is elected and qualified: NOMINEES
[ ] [ ] [ ]

*TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL NOMINEE, MARK THE "FOR ALL
EXCEPT" BOX AND WRITE THE NOMINEE'S NUMBER(S) ON THE LINE PROVIDED.

- --------------------------------------------------------------------------------

IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.