SCHEDULE 14A INFORMATION

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

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[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12

AIM VARIABLE INSURANCE FUNDS
- --------------------------------------------------------------------------------
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AIM VARIABLE INSURANCE FUNDS
AIM V.I. BASIC BALANCED FUND
AIM V.I. BASIC VALUE FUND
AIM V.I. CAPITAL APPRECIATION FUND
AIM V.I. CAPITAL DEVELOPMENT FUND
AIM V.I. CORE EQUITY FUND
AIM V.I. DIVERSIFIED INCOME FUND
AIM V.I. DYNAMICS FUND
AIM V.I. FINANCIAL SERVICES FUND
AIM V.I. GLOBAL HEALTH CARE FUND
AIM V.I. GLOBAL REAL ESTATE FUND
AIM V.I. GOVERNMENT SECURITIES FUND
AIM V.I. HIGH YIELD FUND
AIM V.I. INTERNATIONAL GROWTH FUND
AIM V.I. LARGE CAP GROWTH FUND
AIM V.I. LEISURE FUND
AIM V.I. MID CAP CORE EQUITY FUND
AIM V.I. MONEY MARKET FUND
AIM V.I. SMALL CAP EQUITY FUND
AIM V.I. TECHNOLOGY FUND
AIM V.I. UTILITIES FUND

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

December 28, 2007

Dear Contract Owner:

AIM Variable Insurance Funds (the "Trust") will hold a Special Meeting of
Shareholders on February 29, 2008, in Houston, Texas. The purpose of the Meeting
is to vote on important proposals affecting the funds listed above (the
"Funds"). This package contains important information about the proposals, a
proxy statement, simple instructions on how to vote by phone or via the
Internet, and a business reply envelope for you to vote by mail.

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 the Funds held by the separate account under
your contract.
The Board of Trustees (the "Board") for the Funds has carefully considered
the proposals below, believes that they are in the best interests of the Funds
and their shareholders, and unanimously recommends that you vote FOR each of the
proposals. The enclosed proxy statement provides you with detailed information
on each proposal including how it will benefit shareholders.
The Board is requesting that you:
1. Elect 13 trustees to the Board, each of whom will serve until his
or her successor is elected and qualified.
2. Approve a new sub-advisory agreement for each Fund between A I M
Advisors, Inc. and various affiliated sub-advisers.
3. Approve changing certain fundamental investment restrictions of
certain of the Funds to provide the Funds with more investment flexibility.
4. Approve changing AIM V.I. Financial Services Fund's sub-
classification from "diversified" to "non-diversified" and approve the
elimination of a related fundamental investment restriction to provide AIM
V.I. Financial Services Fund with more investment flexibility.
5. Approve making the investment objective(s) of certain of the Funds
non-fundamental.
6. Approve an amendment to the Trust's Agreement and Declaration of
Trust that would permit the Board to terminate the Trust, a Fund or a share
class without a shareholder vote.
7. Transact any other business, not currently contemplated, that may
properly come before the Special Meeting, in the discretion of the proxies
or their substitutes.

Sincerely,
-s- Philip A. Taylor

Philip A. Taylor

President and Principal Executive
Officer

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 YOUR SHARES IN PERSON WITH
PROPER AUTHORIZATION FROM THE LIFE INSURANCE COMPANY THAT ISSUED YOUR VARIABLE
CONTRACT. IF YOU EXPECT TO ATTEND THE MEETING IN PERSON, OR HAVE QUESTIONS,
PLEASE NOTIFY US BY CALLING (800) 952-3502. YOU MAY ALSO VOTE BY TELEPHONE OR
THROUGH A WEBSITE ESTABLISHED FOR THAT PURPOSE BY FOLLOWING THE INSTRUCTIONS
THAT APPEAR ON THE ENCLOSED PROXY CARD. IF WE DO NOT HEAR FROM YOU AFTER A
REASONABLE AMOUNT OF TIME, YOU MAY RECEIVE A TELEPHONE CALL FROM OUR PROXY
SOLICITOR, COMPUTERSHARE FUND SERVICES, REMINDING YOU TO VOTE YOUR SHARES.

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

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON FEBRUARY 29, 2008
To the Shareholders of each of the series portfolios (each, a "Fund" and
collectively, the "Funds") of AIM Variable Insurance Funds (the "Trust") listed
above:
The Board of Trustees (the "Board") for the Funds has carefully considered
the proposals below, believes that they are in the best interests of the Funds
and their shareholders, and unanimously recommends that you vote FOR each of the
proposals. The enclosed proxy statement provides you with detailed information
on each proposal including how it will benefit shareholders.
We cordially invite you to attend our Special Meeting of Shareholders to:
1. Elect 13 trustees to the Board, each of whom will serve until his
or her successor is elected and qualified.

2. Approve a new sub-advisory agreement for each Fund between A I M
Advisors, Inc. and each of AIM Funds Management Inc.; INVESCO Asset
Management Deutschland, GmbH; INVESCO Asset Management Ltd.; Invesco Asset
Management (Japan) Limited; Invesco Australia Limited; Invesco Global Asset
Management (N.A.), Inc.; Invesco Hong Kong Limited; Invesco Institutional
(N.A.), Inc.; and Invesco Senior Secured Management, Inc.

3. Approve changing certain fundamental investment restrictions of
certain of the Funds.
4. Approve changing AIM V.I. Financial Services Fund's sub-
classification from "diversified" to "non-diversified" and approve the
elimination of a related fundamental investment restriction.
5. Approve making the investment objective(s) of certain of the Funds
non-fundamental.
6. Approve an amendment to the Trust's Agreement and Declaration of
Trust that would permit the Board to terminate the Trust, a Fund or a share
class without a shareholder vote.
7. 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 February 29, 2008, at 3:00 p.m., Central Time.
Shareholders of record of one or more of the Funds as of the close of
business on November 30, 2007 are entitled to notice of, and to vote at, the
Special Meeting or any adjournment or postponement of the Special Meeting.
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 the Fund held by the separate account under
your contract.
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 beneficial interest in a Fund at the
close of business on November 30, 2007 (the "Record Date"), and (ii) all
contract owners who had their variable annuity or variable life contract values
allocated to a Fund as of the close of business on the Record Date 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 CARD OR VOTING INSTRUCTION CARD. THE BOARD IS SOLICITING
YOUR VOTE ON THE PROPOSALS SET FORTH ABOVE. YOU MAY ALSO VOTE BY TELEPHONE OR
THROUGH A WEBSITE ESTABLISHED FOR THAT PURPOSE BY FOLLOWING THE INSTRUCTIONS ON
THE ENCLOSED PROXY MATERIAL. YOUR VOTE IS IMPORTANT FOR THE PURPOSE OF ENSURING
A QUORUM AT THE SPECIAL MEETING. YOU MAY REVOKE YOUR PROXY CARD OR VOTING
INSTRUCTION CARD AT ANY TIME BEFORE IT IS EXERCISED BY EXECUTING AND SUBMITTING
A REVISED PROXY, BY GIVING WRITTEN NOTICE OF REVOCATION TO THE TRUST'S SECRETARY
OR BY VOTING IN PERSON, WITH PROPER AUTHORIZATION FROM THE LIFE INSURANCE
COMPANY THAT ISSUED YOUR VARIABLE INSURANCE CONTRACT, AT THE SPECIAL MEETING.

-s- John M. Zerr

John M. Zerr

Secretary

December 28, 2007

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

SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON FEBRUARY 29, 2008

INFORMATION ABOUT THE SPECIAL MEETING AND VOTING

INTRODUCTION

Each of the series portfolios of AIM Variable Insurance Funds (the "Trust")
listed above (each a "Fund," and together, the "Funds") 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
Funds directly. As a contract owner of a variable annuity or variable life
insurance contract that offers one or more Fund as an investment option,
however, you may allocate your contract values to a separate account of the
insurance company that invests in a Fund.

In accordance with current law, the life insurance companies and their
separate accounts, which are the shareholders of record of the Funds, in effect,
pass along their voting rights to their 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 Funds (i) technically owned by the
life insurance company, but (ii) in which their contract owners may have or may
be deemed to have a beneficial interest. 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 Fund share 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 Trust's Board of
Trustees or from your applicable life insurance company.

WHY DID WE SEND YOU THIS PROXY STATEMENT?

We are sending you this Proxy Statement and the enclosed proxy card on
behalf of the Funds because the Board of Trustees (the "Board") of the Trust is
soliciting your proxy to vote at the Special Meeting of Shareholders and at any
adjournments or postponements of the Special Meeting (collectively, the "Special
Meeting"). This Proxy Statement provides you information about the business to
be conducted at the Special Meeting. You do not need to attend the Special
Meeting to vote your shares. Instead, you may simply complete, sign and return
the enclosed proxy card or vote by telephone or through a website established
for that purpose.

The Trust intends to mail this Proxy Statement, the enclosed Notice of
Special Meeting of Shareholders and the enclosed proxy card on or about December
28, 2007 to all shareholders entitled to vote. Shareholders of record of any
class of a Fund as of the close of business on November 30, 2007 (the "Record
Date"), are entitled to vote their respective shares 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 that you own entitles you 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 for the period after the annual report, if any. If you have not received
such report(s) or would like to receive an additional copy, please contact AIM
Investment Services, Inc., 11 Greenway Plaza, Suite 100, Houston, Texas 77046,
or call (800) 959-4246. We will furnish such report(s) free of charge.

WHEN AND WHERE WILL THE SPECIAL MEETING BE HELD?

We are holding the Special Meeting at 11 Greenway Plaza, Suite 100,
Houston, Texas 77046-1173 on February 29, 2008, at 3:00 p.m., Central Time.

WHAT ARE THE PROPOSALS TO BE VOTED ON AT THE SPECIAL MEETING?

Each of the proposals described in this proxy statement is designed to
benefit the Funds and their shareholders. In general, the proposals seek to
optimize the efficiency, flexibility and transparency of the operations of the
Funds and the delivery of investment management services to the Funds, and to
streamline the portfolio management operations of A I M Advisors, Inc. ("AIM")
and its affiliates.

The following table summarizes each proposal to be presented at the Special
Meeting, the Funds whose shareholders the Board is soliciting for each proposal
and the page number on which the discussion of each proposal begins:

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

1. To elect trustees............. All Funds 4

2. To approve a new sub-advisory
agreement between A I M
Advisors, Inc. and various
affiliated sub-advisers....... All Funds 12

3. To approve changing
fundamental investment
restrictions.................. AIM V.I. Dynamics Fund, AIM V.I. 17
Financial Services Fund, AIM V.I.
Global Health Care Fund, AIM V.I.
Leisure Fund, AIM V.I. Technology
Fund and AIM V.I. Utilities Fund

4. To approve changing AIM V.I.
Financial Services Fund's sub-
classification from
"diversified" to "non-
diversified" and eliminating a
related fundamental investment
restriction................... AIM V.I. Financial Services Fund 25

5. To approve making investment
objective(s) non-fundamental.. AIM V.I. Dynamics Fund, AIM V.I. 27
Financial Services Fund, AIM V.I.
Global Health Care Fund, AIM V.I.
Leisure Fund, AIM V.I. Technology
Fund and AIM V.I. Utilities Fund

6. To approve an amendment to the
Trust's Agreement and
Declaration of Trust.......... All Funds 27
</Table>

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.

HOW DO I VOTE GENERALLY?

As discussed above, 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
insurance company that issued your contract, on behalf of the separate account,
on how to vote shares of the Funds held by the separate account under your
contract.

If an insurance company does not receive voting instructions from all of
its contract owners, it will vote all of the shares held in its name, or in its
separate account's name, in the same proportion as the shares of the Funds for
which it has received instructions from

contract owners (i.e., echo voting). Any shares of the Funds held directly by an
insurance company will also be voted in the same proportion as the shares of the
Funds for which it has received instructions from contract owners.

HOW DO I VOTE IN PERSON?

If you do attend the Special Meeting and wish to vote in person we will
provide you with a ballot prior to the vote. However, 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.

HOW DO I VOTE 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 or to vote at the Special Meeting if you choose to do so.

If you properly complete and sign your proxy card and send it to us in time
to vote at the Special Meeting, your "proxy" (the individual(s) 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 as follows and in accordance with management's
recommendation on other matters:

- FOR the election of all 13 nominees for trustee of the Trust.

- FOR the approval of a new sub-advisory agreement for each Fund between
A I M Advisors, Inc. and various affiliated sub-advisers.

- FOR changing certain fundamental investment restrictions of certain of
the Funds.

- FOR changing AIM V.I. Financial Services Fund's sub-classification from
"diversified" to "non-diversified" and eliminating a related fundamental
investment restriction.

- FOR making the investment objective(s) of certain of the Funds non-
fundamental.

- FOR the approval of an amendment to the Trust's Agreement and Declaration
of Trust.

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

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.

HOW DO I VOTE BY TELEPHONE OR THE INTERNET?

You may vote your shares by telephone or through a website established for
that purpose by following the instructions that appear on the proxy card
accompanying this Proxy Statement.

MAY I REVOKE MY VOTE?

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 Special 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.

WHAT IS THE QUORUM REQUIREMENT?

A quorum of shareholders is necessary to hold a valid meeting. A quorum
will exist for Proposals 1 and 6 for the Trust 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. A quorum will exist
for Proposals 2, 3, 4 and 5 for a particular Fund if shareholders entitled to
vote one-third of the issued and outstanding shares of such Fund 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.

COULD THERE BE AN ADJOURNMENT OF THE SPECIAL MEETING?

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 allow
for further solicitation of proxies. Any such adjournment will require the
affirmative vote of a majority of those shares represented 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. If a quorum is present but sufficient
votes to approve a proposal are not received, a shareholder vote may be taken on
other proposals described in this Proxy Statement prior to any adjournment if
sufficient votes have been received for such other proposals.

WHAT IS THE VOTE NECESSARY TO APPROVE EACH PROPOSAL?

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. In an uncontested election
for trustees, the plurality requirement is not a factor. Abstentions will not
count as votes cast and will have no effect on the outcome of this proposal.

Proposals 2, 3, 4 and 5. Approval of Proposals 2, 3, 4 and 5 requires the
lesser of (a) the affirmative vote of 67% or more of the voting securities of
your Fund present or represented by proxy at the Special Meeting, if the holders
of more than 50% of the outstanding voting securities of your Fund are present
or represented by proxy, or (b) the affirmative vote of more than 50% of the
outstanding voting securities of your Fund. Abstentions are counted as present
but are not considered votes cast at the Special Meeting. As a result, they have
the same effect as a vote against Proposals 2, 3, 4 and 5 because approval of
Proposals 2, 3, 4 and 5 requires the affirmative vote of a percentage of the
voting securities present or represented by proxy or a percentage of the
outstanding voting securities.

Proposal 6. Approval of Proposal 6 requires the affirmative vote of a
majority of the votes cast by shareholders of the Trust at the Special Meeting.
Abstentions will not count as votes cast and will have no effect on the outcome
of this proposal.

HOW WILL PROXIES BE SOLICITED AND WHO WILL PAY?

The Trust has engaged the services of Computershare Fund Services
("Solicitor") to assist in the solicitation of proxies for the Special Meeting.
Solicitor's costs for the Fund are currently estimated to be in the aggregate
approximately $15,000. The Trust expects to solicit proxies principally by mail,
but the Trust or Solicitor 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. The Fund and AIM will each pay a
portion of the cost of soliciting proxies.

WILL ANY OTHER MATTERS BE VOTED ON AT THE SPECIAL MEETING?

Management is not aware 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 on those matters in accordance with management's recommendation.

HOW MAY A SHAREHOLDER PROPOSAL BE SUBMITTED?

As a general matter, the Funds do not hold regular meetings of
shareholders. Shareholder proposals for consideration at a meeting of
shareholders of a Fund should be submitted 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 within a reasonable
time, as determined by the Trust's management, before proxy materials are
prepared for the meeting. Such proposals also must comply with applicable law.

For a discussion of procedures that must be followed for a shareholder to
nominate an individual as a trustee, please refer to the section of this Proxy
Statement entitled "Proposal 1 -- What Are the Committees of the
Board? -- Governance Committee."

PROPOSAL 1

ELECTION OF TRUSTEES

WHICH FUNDS' SHAREHOLDERS WILL VOTE ON PROPOSAL 1?

Proposal 1 applies to the shareholders of all Funds.

WHAT IS THE STRUCTURE OF THE BOARD OF TRUSTEES?

The Board currently consists of 14 persons. Twelve of the current trustees
are "independent," meaning they are not "interested persons" of the Trust within
the meaning of the Investment Company Act of 1940, as amended (the "1940 Act").
Two of the current trustees are "interested persons" because of their business
and financial relationships with the Trust and A I M Advisors, Inc. ("AIM"), the
Funds' investment adviser, and/or AIM's indirect parent, Invesco Ltd.
("Invesco").

WHO ARE THE NOMINEES FOR TRUSTEES?

The Trust's Governance Committee (which consists solely of independent
trustees) has approved the nomination of the 11 current independent trustees, as
set forth below, to serve as trustee until his or her successor is elected and
qualified. The Trust's full Board has approved the nomination of the two current
interested trustees, as set forth below. Ruth H. Quigley, a current trustee, is
retiring effective as of December 31, 2007.

Each nominee who is a current trustee serves as a trustee of the 16
registered investment companies comprising the mutual funds advised by AIM (the
"AIM Funds"). Each nominee who is a current trustee oversees 104 portfolios that
comprise the AIM Funds. The business address of each nominee who is a current
trustee is 11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173.

If elected, each nominee would continue to oversee a total of 16 registered
investment companies currently comprising 104 portfolios.

Each of the nominees is willing to serve as a trustee. However, if a
nominee becomes unavailable for election, proxies will vote for another nominee
proposed by the Board or, as an alternative, the Board may keep the position
vacant or reduce the number of trustees.

Information concerning Trustee ownership of Fund shares may be found under
the heading "Additional Information -- Do Trustees Own Shares of the Fund?"
which appears on page 29 herein.

NOMINEES WHO CURRENTLY ARE INDEPENDENT TRUSTEES

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

Bob R. Baker.......... 2004 AIM Variable Insurance Retired None
(1936) Funds

Frank S. Bayley....... 2001 AIM Variable Insurance Retired Badgley Funds, Inc.
(1939) Funds Formerly: Partner, law firm of Baker (registered investment
& McKenzie company) (2 portfolios)

James T. Bunch........ 2004 AIM Variable Insurance Founder, Green, Manning & Bunch Ltd. None
(1942) Funds (investment banking firm); and
Director, Policy Studies, Inc. and Van
Gilder Insurance Corporation

Bruce L. Crockett..... 1993 AIM Variable Insurance Chairman, Crockett Technology ACE Limited (insurance
(1944) Funds Associates (technology consulting company); Captaris,
company) Inc. (unified messaging
provider)

Albert R. Dowden...... 2000 AIM Variable Insurance Director of a number of public and None
(1941) Funds private business corporations,
including the Boss Group, Ltd.
(private investment and management),
Reich & Tang Funds (Chairman)
(registered investment company) (7
portfolios), Daily Income Fund (4
portfolios), California Daily Tax Free
Income Fund, Inc., Connecticut Daily
Tax Free Income Fund, Inc., New Jersey
Daily Municipal Income Fund, Inc.,
Annuity and Life Re (Holdings), Ltd.
(insurance company), and Homeowners of
America Holding Corporation (property
casualty company)

Formerly: Director, CompuDyne
Corporation (provider of products and
services to the public security
market); Director, President and Chief
Executive Officer, Volvo Group North
America, Inc.; Senior Vice President,
AB Volvo; Director of various
affiliated Volvo companies; and
Director, Magellan Insurance Company

Jack M. Fields........ 1997 AIM Variable Insurance Chief Executive Officer, Twenty First
(1952) Funds Century Group, Inc. (government
affairs company); Owner and Chief
Executive Officer, Dos Angelos Ranch,
L.P. (cattle, hunting, corporate
entertainment); and Discovery Global
Education Fund (non-profit)
Formerly: Chief Executive Officer, Administaff
Texana Timber LP (sustainable forestry
company)

Carl Frischling....... 1993 AIM Variable Insurance Partner, law firm of Kramer Levin Director, Reich & Tang
(1937) Funds Naftalis and Frankel LLP Funds (7 portfolios)

Prema Mathai-Davis.... 1998 AIM Variable Insurance Formerly: Chief Executive Officer, None
(1950) Funds YWCA of the USA

Lewis F. Pennock...... 1993 AIM Variable Insurance Partner, law firm of Pennock & Cooper None
(1942) Funds

Larry Soll, Ph.D. .... 2004 AIM Variable Insurance Retired None
(1942) Funds

Raymond Stickel, Jr... 2005 AIM Variable Insurance Retired None
(1944) Funds
Formerly: Partner, Deloitte & Touche
and Director, Mainstay VP Series
Funds, Inc. (25 portfolios)
</Table>

NOMINEES WHO CURRENTLY ARE INTERESTED PERSONS

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

Martin L. Flanagan(1).. 2007 AIM Variable Insurance Director, Chief Executive Officer and None
(1960) Funds President, Invesco, Ltd. (ultimate parent of
AIM and a global investment management
firm); Director, Chief Executive Officer and
President, Invesco Holdings Company Ltd.
(formerly known as INVESCO PLC); Chairman,
A I M Advisors, Inc. (registered investment
adviser); and Director, Chairman, Chief
Executive Officer and President, IVZ Inc.
(holding company) and INVESCO North American
Holdings, Inc. (holding company); Chairman
and President, INVESCO Group Services, Inc.
(service provider); Trustee, The AIM Family
of Funds(R); Vice Chairman, Investment
Company Institute; and Member of Executive
Board, SMU Cox School of Business

Formerly: President, Co-Chief Executive
Officer, Co-President, Chief Operating
Officer and Chief Financial Officer,
Franklin Resources, Inc. (global investment
management organization) and Chairman,
Investment Company Institute

Philip A. Taylor(2).... 2006 AIM Variable Insurance Director, Chief Executive Officer and None
(1954) Funds President, AIM Mutual Fund Dealer Inc.
(registered broker dealer), A I M Advisors,
Inc., AIM Funds Management Inc. d/b/a
INVESCO Enterprise Services (registered
investment adviser and registered transfer
agent) and 1371 Preferred Inc. (holding
company); Director, Chairman, Chief
Executive Officer and President, A I M
Management Group Inc. and A I M Capital
Management, Inc. (registered investment
adviser); Director and President, INVESCO
Funds Group, Inc. (registered investment
adviser and registered transfer agent) and
AIM GP Canada Inc. (general partner for
limited partnership); Director, A I M
Distributors, Inc. (registered broker
dealer); Director and Chairman, AIM
Investment Services, Inc. (registered
transfer agent) and INVESCO Distributors,
Inc. (registered broker dealer); Director,
President and Chairman, IVZ Callco Inc.
(holding company), INVESCO Inc. (holding
company) and AIM Canada Holdings Inc.
(holding company); Director and Chief
Executive Officer, AIM Trimark Corporate
Class Inc. (formerly AIM Trimark Global Fund
Inc.) (corporate mutual fund company) and
AIM Trimark Canada Fund Inc. (corporate
mutual fund company); Trustee, President and
Principal Executive Officer, The AIM Family
of Funds(R) (other than AIM Treasurer's
Series Trust, Short-Term Investments Trust
and Tax-Free Investments Trust); Trustee and
Executive Vice President, The AIM Family of
Funds(R) (AIM Treasurer's Series Trust,
Short-Term Investments Trust and Tax-Free
Investments Trust only) ; and Manager,
PowerShares Capital Management LLC
Formerly: Director and Chairman, Fund
Management Company (former registered broker
dealer); President and Principal Executive
Officer, The AIM Family of Funds(R) (AIM
Treasurer's Series Trust, Short-Term
Investments Trust and Tax-Free Investments
Trust only); Chairman, AIM Canada Holdings,
Inc.; President, AIM Trimark Global Fund
Inc. and AIM Trimark Canada Fund Inc.
</Table>

WHAT IS THE BOARD'S RECOMMENDATION ON PROPOSAL 1?

The Board, including the independent trustees of the Board, unanimously
recommends that you vote "FOR" the 13 nominees listed above.

WHAT ARE THE COMMITTEES OF THE BOARD?

The Board currently has six standing committees: an Audit Committee, a
Compliance Committee, a Governance Committee, an Investments Committee, a
Special Market Timing Litigation Committee and a Valuation Committee. Effective
January 1, 2008, the Board's Valuation Committee will be reconstituted as a
Valuation, Distribution and Proxy Oversight Committee.

- ----------
(1) Mr. Flanagan was appointed as Trustee of the Trust on February 24, 2007.
Mr. Flanagan is considered an interested person of the Funds because he is an
officer of the adviser to the Funds, and an officer and a director of Invesco,
parent of the adviser to the Funds.

(2) Mr. Taylor is considered an interested person of the Funds because he is
an officer and a director of the adviser to, and a director of the principal
underwriter of, the Funds.

AUDIT COMMITTEE

The Audit Committee is separately designated and established in accordance
with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). Further, the Audit Committee is comprised entirely of trustees
who are not "interested persons" of the Funds as defined in Section 2(a)(19) of
the 1940 Act. The current members of the Audit Committee are James T. Bunch,
Bruce L. Crockett, Lewis F. Pennock, Dr. Larry Soll, Raymond Stickel, Jr.
(Chair), and Ruth H. Quigley (Vice Chair). Effective January 1, 2008, Mr. Bunch
will replace Miss Quigley as the Vice Chair of each Audit Committee.

The Audit Committee's primary purposes are to: (i) oversee qualifications,
independence and performance of the independent registered public accountants
(the "independent auditors") for the Funds; (ii) appoint independent auditors
for the Funds; (iii) pre-approve all permissible non-audit services that are
provided to the Funds by their independent auditors to the extent required by
Section 10A(h) and (i) of the Exchange Act; (iv) pre-approve, in accordance with
Rule 2-01(c)(7)(ii) of Regulation S-X, certain non-audit services provided by
the Funds' independent auditors to the Funds' investment adviser and certain
other affiliated entities; (v) review the audit and tax plans prepared by the
independent auditors; (vi) review the Funds' audited financial statements; (vii)
review the process that management uses to evaluate and certify disclosure
controls and procedures in Form N-CSR; (viii) review the process for preparation
and review of the Funds' shareholder reports; (ix) review certain tax procedures
maintained by the Funds; (x) review modified or omitted officer certifications
and disclosures; (xi) review any internal audits; (xii) establish procedures
regarding questionable accounting or auditing matters and other alleged
violations; (xiii) set hiring policies for employees and proposed employees of
the Funds who are employees or former employees of the independent auditors; and
(xiv) remain informed (a) of the Funds accounting systems and controls, (b)
regulatory changes and new accounting pronouncements that affect the Funds' net
asset value calculations and financial statement reporting requirements, and (c)
communications with regulators regarding accounting and financial reporting
matters that pertain to the Funds.

COMPLIANCE COMMITTEE

The current members of the Compliance Committee are Frank S. Bayley, Mr.
Crockett (Chair), Albert R. Dowden (Vice Chair) and Mr. Stickel.

The Compliance Committee is responsible for: (i) recommending to the Board
and the independent trustees the appointment, compensation and removal of the
Funds' Chief Compliance Officer; (ii) recommending to the independent trustees
the appointment, compensation and removal of the Funds' Senior Officer appointed
pursuant to the terms of the Assurances of Discontinuance entered into by the
New York Attorney General, AIM and INVESCO Funds Group, Inc. ("IFG"); (iii)
recommending to the independent trustees the appointment and removal of AIM's
independent Compliance Consultant (the "Compliance Consultant") and reviewing
the report prepared by the Compliance Consultant upon its compliance review of
AIM (the "Report") and any objections made by AIM with respect to the Report;
(iv) reviewing any report prepared by a third party who is not an interested
person of AIM, upon the conclusion by such third party of a compliance review of
AIM; (v) reviewing all reports on compliance matters from the AIM Funds' Chief
Compliance Officer, (vi) reviewing all recommendations made by the Senior
Officer regarding AIM's compliance procedures, (vii) reviewing all reports from
the Senior Officer of any violations of state and federal securities laws, the
Colorado Consumer Protection Act, or breaches of AIM's fiduciary duties to Fund
shareholders and of AIM's Code of Ethics; (viii) overseeing all of the
compliance policies and procedures of the Funds and their service providers
adopted pursuant to Rule 38a-1 of the 1940 Act; (ix) from time to time,
reviewing certain matters related to redemption fee waivers and recommending to
the Board whether or not to approve such matters; (x) receiving and reviewing
quarterly reports on the activities of AIM's Internal Compliance Controls
Committee; (xi) reviewing all reports made by AIM's Chief Compliance Officer;
(xii) reviewing and recommending to the independent trustees whether to approve
procedures to investigate matters brought to the attention of AIM's ombudsman;
(xiii) risk management oversight with respect to the Funds and, in connection
therewith, receiving and overseeing risk management reports from Invesco that
are applicable to the Funds or their service providers; and (xiv) overseeing
potential conflicts of interest that are reported to the Compliance Committee by
AIM, the Chief Compliance Officer, the Senior Officer and/or the Compliance
Consultant.

GOVERNANCE COMMITTEE

The Governance Committee is comprised entirely of trustees who are not
"interested persons" of the Funds as defined in Section 2(a)(19) of the 1940
Act. The current members of the Governance Committee are Messrs. Bob R. Baker,
Bayley, Dowden (Chair), Jack M. Fields (Vice Chair), Carl Frischling and Dr.
Prema Mathai-Davis.

The Governance Committee is responsible for: (i) nominating persons who
will qualify as independent trustees for (a) election as trustees in connection
with meetings of shareholders of the Funds that are called to vote on the
election of trustees, (b) appointment by the Board to fill vacancies that arise
between meetings of shareholders; (ii) reviewing the size of the Board, and
recommending to the Board whether the size of the Board shall be increased or
decreased; (iii) nominating the Chair of the Board; (iv) monitoring the
composition of the Board and each committee of the Board, and monitoring the
qualifications of all trustees; (v) recommending persons to serve as members of
each committee of the Board (other than the Compliance Committee), as well as
persons who shall serve as the chair and vice chair of each such committee; (vi)
reviewing and recommending the amount of compensation payable to the independent
trustees; (vii) overseeing the selection of independent legal counsel to the
independent trustees; (viii) reviewing and approving the compensation paid to
independent legal counsel to the independent trustees; (ix) reviewing and
approving the compensation paid to counsel and other

advisers, if any, to the Committees of the Board; and (x) reviewing as they deem
appropriate administrative and/or logistical matters pertaining to the
operations of the Board.

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.

In seeking out potential nominees and in nominating persons to serve as
independent trustees of the Funds, the Governance Committee will not
discriminate against any person based on his or her race, religion, national
origin, gender, physical disability and other factors not relevant to the
person's ability to serve as an independent trustee. Evaluation by the
Governance Committee of a person as a potential nominee to serve as an
independent trustee, including a person nominated by a shareholder, should
result in the following findings by the Governance Committee: (i) that, if such
nominee is elected or appointed, at least 75% of the trustees will be
independent trustees; (ii) that the person is otherwise qualified under
applicable laws and regulations to serve as a trustee of the Funds; (iii) that
the person is willing to serve, and willing and able to commit the time
necessary for the performance of the duties of a trustee; (iv) with respect to
potential nominees who will serve as members of the Audit Committee of the
Funds, that the person meets the requirements set forth in the Funds' Audit
Committee charter for service on such Committee; (v) 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; (vi) that the person is of good
character and high integrity; and (vii) 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.

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 Trust's Secretary 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 Committees' Charter is available at
http://www.aiminvestments.com. Go to this site, access the About Us tab, and
click on Charter of the Governance Committees.

INVESTMENTS COMMITTEE

The current members of the Investments Committee are Messrs. Baker (Vice
Chair), Bayley (Chair), Bunch, Crockett, Dowden, Fields, Martin L. Flanagan,
Frischling, Pennock, Stickel, Philip A. Taylor, Drs. Mathai-Davis (Vice Chair)
and Soll, and Miss Quigley (Vice Chair). Effective January 1, 2008, Dr. Soll
will replace Miss Quigley as a Vice Chair of each Investments Committee.

The Investments Committee's primary purpose is to: (i) assist the Board in
its oversight of the investment management services provided by AIM as well as
any sub-advisers; and (ii) review all proposed and existing advisory and sub-
advisory arrangements for the Funds, and to recommend what action the full Board
and the independent trustees take regarding the approval of all such proposed
arrangements and the continuance of all such existing arrangements.

The Investments Committee has established three Sub-Committees. Each Sub-
Committees is responsible for: (i) reviewing the performance, fees and expenses
of the Funds that have been assigned to a particular Sub-Committee (for each
Sub-Committee, the "Designated Funds"), unless the Investments Committee takes
such action directly; (ii) reviewing with the applicable portfolio managers from
time to time the investment objective(s), policies, strategies and limitations
of the Designated Funds; (iii) evaluating the investment advisory and sub-
advisory arrangements in effect or proposed for the Designated Funds, unless the
Investments Committee takes such action directly; (iv) being familiar with the
registration statements and periodic shareholder reports applicable to their
Designated Funds; and (v) such other investment-related matters as the
Investments Committee may delegate to the Sub-Committee from time to time.

SPECIAL MARKET TIMING LITIGATION COMMITTEE

The current members of the Special Market Timing Litigation Committee are
Messrs. Bayley, Bunch (Chair), Crockett and Dowden (Vice Chair).

The Special Market Timing Litigation Committee is responsible: (i) for
receiving reports from time to time from management, counsel for management,
counsel for the AIM Funds and special counsel for the independent trustees, as
applicable, related to (a) the civil lawsuits, including purported class action
and shareholder derivative suits, that have been filed against the AIM Funds
concerning alleged excessive short term trading in shares of the AIM Funds
("market timing") and (b) the civil enforcement actions and investigations
related to market timing activity in the AIM Funds that were settled with
certain regulators, including without limitation the Securities and Exchange
Commission ("SEC"), the New York Attorney General and the Colorado Attorney
General, and for recommending to the independent trustees what actions, if any,
should be taken by the AIM Funds in light of all such reports; (ii) for
overseeing the investigation(s) on behalf of the independent trustees by special
counsel for the independent trustees and the independent trustees' financial
expert of market timing activity in the AIM Funds, and for recommending to the
independent trustees what actions, if any, should be taken by the AIM Funds in
light of the results of such investigation(s); (iii) for (a) reviewing the
methodology developed by AIM's Independent Distribution Consultant (the
"Distribution Consultant") for the monies ordered to be paid under the
settlement order with the SEC, and making recommendations to the independent
trustees as to the acceptability of such methodology and (b) recommending to the
independent trustees whether to consent to any firm with which the Distribution
Consultant is affiliated entering into any employment, consultant, attorney-
client, auditing or other professional relationship with AIM, or any of its
present or former affiliates, directors, officers, employees or agents acting in
their capacity as such for the period of the Distribution Consultant's
engagement and for a period of two years after the engagement; and (iv) for
taking reasonable steps to ensure that any AIM Fund which the Special Market
Timing Litigation Committee determines was harmed by improper market timing
activity receives what the Special Market Timing Litigation Committee deems to
be full restitution.

VALUATION COMMITTEE (IN PLACE PRIOR TO JANUARY 1, 2008)

The current members of the Valuation Committee are Messrs. Bunch, Pennock
(Vice Chair), Soll, Taylor and Miss Quigley (Chair).

The Valuation Committee is responsible for: (i) developing a sufficient
knowledge of the valuation process and of AIM's Procedures for Valuing
Securities (Pricing Procedures) (the "Pricing Procedures") in order to carry out
their responsibilities; (ii) periodically reviewing information provided by AIM
or other advisers regarding industry developments in connection with valuation
and pricing, and making recommendations to the Board with respect to the Pricing
Procedures based upon such review; (iii) reviewing the reports described in the
Pricing Procedures and other information from AIM regarding fair value
determinations made pursuant to the Pricing Procedures by AIM's internal
valuation committee, and reporting to and making recommendations to the Board in
connection with such reports; (iv) receiving the reports of AIM's internal
valuation committee requesting approval of any changes to pricing vendors or
pricing methodologies as required by the Pricing Procedures, receiving the
annual report of AIM evaluating the pricing vendors, and approving changes to
pricing vendors and pricing methodologies as provided in the Pricing Procedures
and recommending the pricing vendors for approval by the Board annually; (v)
upon request of AIM, assisting AIM's internal valuation committee and/or the
Board in resolving particular fair valuation issues; (vi) receiving any reports
of concerns by AIM's internal valuation committee regarding actual or potential
conflicts of interest by investment personnel or others that could color their
input or recommendations regarding pricing issues, and receiving information
from AIM disclosing differences between valuation and pricing procedures used
for the Funds and private funds, if any, advised by AIM for which AIM Fund
administration has exclusive accounting responsibility, and the reasons for such
differences; and (vii) in each of the foregoing areas, making regular reports to
the Board.

VALUATION, DISTRIBUTION AND PROXY OVERSIGHT COMMITTEE (EFFECTIVE JANUARY 1,
2008)

The Board has appointed Messrs. Baker, Bunch, Fields, Frischling (Chair),
Pennock (Vice Chair), and Taylor, and Drs. Mathai-Davis and Soll to be the
members of the Valuation, Distribution and Proxy Oversight Committee, effective
January 1, 2008.

The primary purposes of the Valuation, Distribution and Proxy Oversight
Committee are: (a) to address issues requiring action or oversight by the Board
of the AIM Funds (i) in the valuation of the AIM Funds' portfolio securities
consistent with the Pricing Procedures, (ii) in the oversight of creation and
maintenance by the principal underwriter of the AIM Funds of an effective
distribution and marketing system to build and maintain an adequate asset base
and to create and maintain economies of scale for the AIM Funds, (iii) in the
review of existing distribution arrangements for the AIM Funds under Rule 12b-1
and Section 15 of the 1940 Act, and (iv) in the oversight of proxy voting on
portfolio securities of the Funds; and (b) to make regular reports to the full
Boards of the AIM Funds.

The Valuation, Distribution and Proxy Oversight Committee is responsible
for: (a) with regard to valuation, (i) developing an understanding of the
valuation process and the Pricing Procedures, (ii) reviewing the Pricing
Procedures and making recommendations to the full Boards with respect thereto,
(iii) reviewing the reports described in the Pricing Procedures and other
information from AIM regarding fair value determinations made pursuant to the
Pricing Procedures by AIM's internal valuation committee and making reports and
recommendations to the full Boards with respect thereto, (iv) receiving the
reports of AIM's internal valuation committee requesting approval of any changes
to pricing vendors or pricing methodologies as required by the Pricing
Procedures and the annual report of AIM evaluating the pricing vendors,
approving changes to pricing vendors and pricing methodologies as provided in
the Pricing Procedures, and recommending annually the pricing vendors for
approval by the full Boards; (v) upon request of AIM, assisting AIM's internal
valuation committee or the full Boards in resolving particular fair valuation
issues; (vi) reviewing the reports described in the Procedures for Determining
the Liquidity of Securities (the "Liquidity Procedures") and other information
from AIM regarding liquidity determinations made pursuant to the Liquidity
Procedures by AIM and making reports and recommendations to the full Boards with

respect thereto, and (vii) overseeing actual or potential conflicts of interest
by investment personnel or others that could affect their input or
recommendations regarding pricing or liquidity issues; (b) with regard to
distribution, (i) developing an understanding of mutual fund distribution and
marketing channels and legal, regulatory and market developments regarding
distribution, (ii) reviewing periodic distribution and marketing determinations
and annual approval of distribution arrangements and making reports and
recommendations to the full Boards with respect thereto, and (iii) reviewing
other information from the principal underwriter to the AIM Funds regarding
distribution and marketing of the AIM Funds and making recommendations to the
full Boards with respect thereto; and (c) with regard to proxy voting, (i)
overseeing the implementation of the Proxy Voting Guidelines (the "Guidelines")
and the Proxy Policies and Procedures (the "Proxy Procedures") by AIM and other
advisers, reviewing the Quarterly Proxy Voting Report and making recommendations
to the full Boards with respect thereto, (ii) reviewing the Guidelines and the
Proxy Procedures and information provided by AIM or other advisers regarding
industry developments and best practices in connection with proxy voting and
making recommendations to the full Boards with respect thereto, and (iii) in
implementing its responsibilities in this area, assisting AIM in resolving
particular proxy voting issues.

HOW OFTEN DID THE BOARD AND ITS COMMITTEES MEET?

The following table sets forth information regarding the number of meetings
held by the Board and each committee of the Board for the Trust's most recently
completed fiscal year. All of the current trustees then serving attended at
least 75% of the meetings of the Board or applicable committee held during the
most recent fiscal year.

<Table>
<Caption>
SPECIAL MARKET
TIMING
AUDIT COMPLIANCE GOVERNANCE INVESTMENTS LITIGATION VALUATION
BOARD COMMITTEE COMMITTEE COMMITTEE COMMITTEE COMMITTEE COMMITTEE
----- --------- ---------- ---------- ----------- -------------- ---------

AIM VARIABLE INSURANCE FUNDS(1)......... 10 7 7 9 7 1 7
</Table>

- --------

(1) Information disclosed is for the fiscal year ended December 31, 2006.

The Funds normally do not hold annual shareholders' meetings; however, to
the extent that the Funds do hold annual shareholder meetings, the trustees are
encouraged, but not required to attend such meetings.

HOW DO SHAREHOLDERS COMMUNICATE 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, such shareholder should send his, her or its communications
to Ivy B. McLemore, Senior Vice President, Corporate Communications.
Communications made to Mr. McLemore may be communicated by telephone, e-mail or
regular mail to the following address: A I M Management Group Inc., 11 Greenway
Plaza, Suite 100, Houston, TX 77046-1173, (713) 214-1904,
ivy.mclemore@aiminvestments.com. All shareholder communications received by Mr.
McLemore shall be promptly forwarded to the Legal Department, which shall then
promptly forward such shareholder communications to the individual trustee of
the Fund to whom they were addressed or to the full Board.

WHAT ARE TRUSTEES AND OFFICERS PAID FOR THEIR SERVICES?

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 trustee of other AIM Funds. Each such trustee receives a fee,
allocated among the AIM Funds for which he or she serves as a trustee, which
consists of an annual retainer and meeting fees. The Chair of the Board and
Chairs and Vice Chairs of certain committees receive additional compensation for
their services in such capacities.

Information regarding compensation paid or accrued for each trustee of the
Trust who was not affiliated with AIM during the year ended December 31, 2006 is
found in Exhibit B. Exhibit B also provides information regarding compensation
paid to Russell C. Burk, the Funds' Senior Vice President and Senior Officer,
during the year ended December 31, 2006.

DO THE TRUSTEES HAVE A RETIREMENT PLAN?

The trustees have adopted a retirement plan for the trustees of the Trust
who are not affiliated with AIM. The trustees have also adopted a retirement
policy that 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 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. Effective January 1, 2006, for retirements after
December 31, 2005, the retirement benefits will equal 75% of the trustee's
annual retainer paid or accrued by any Covered Fund 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 amount of the annual retirement benefit does not include additional
compensation paid for Board meeting fees or compensation paid to the Chair of
the Board and the Chairs and Vice Chairs of certain Board committees, whether
such amounts are paid directly to the trustee or deferred. The annual retirement
benefit is payable in quarterly installments for a number of years equal to the
lesser of (i) sixteen years or (ii) the number of such trustee's credited years
of service. If a trustee dies prior to receiving the full amount of retirement
benefits, the remaining payments will be made to the

deceased trustee's designated beneficiary for the same length of time that the
trustee would have received the payments, based on his or her service. A trustee
must have attained the age of 65 (60 in the event of death or disability) to
receive any retirement benefit. A trustee may make an irrevocable election to
commence payment of retirement benefits upon retirement from the Board before
age 72, subject to a reduction for early payment.

DO ANY TRUSTEES HAVE DEFERRED COMPENSATION AGREEMENTS?

Messrs. Crockett, Edward K. Dunn (a former trustee), Fields, Frischling and
Drs. Mathai-Davis and Soll (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 and deemed to be invested in one or more AIM Funds selected by
the Deferring Trustees. 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. 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 from which they are deferring compensation.

WHO ARE THE TRUST'S INDEPENDENT PUBLIC ACCOUNTANTS?

The Audit Committees of the Board of AIM Variable Insurance Funds has
appointed PricewaterhouseCoopers LLP ("PwC") as such Trust's independent public
accountants for the fiscal year ending December 31, 2007.

Representatives of PwC are 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 of the Board has considered whether the provision of
the services below is compatible with maintaining the independence of PwC.

WHAT DID PWC BILL AIM VARIABLE INSURANCE FUNDS?

PwC billed AIM Variable Insurance Funds aggregate fees for services
rendered to AIM Variable Insurance Funds for the last two fiscal years as
follows:

<Table>
<Caption>
PERCENTAGE OF FEES
PERCENTAGE OF FEES BILLED APPLICABLE
FEES BILLED FOR BILLED APPLICABLE TO FEES BILLED FOR TO NON-AUDIT
SERVICES NON-AUDIT SERVICES SERVICES SERVICES PROVIDED
RENDERED TO PROVIDED FOR FISCAL RENDERED TO FOR FISCAL YEAR END
AIM VARIABLE YEAR END 2006 AIM VARIABLE 2005 PURSUANT TO
INSURANCE FUNDS PURSUANT TO WAIVER INSURANCE WAIVER OF PRE-
FOR FISCAL OF PRE-APPROVAL FUNDS FOR FISCAL APPROVAL
YEAR END 2006 REQUIREMENT(1) YEAR END 2005 REQUIREMENT(1)
--------------- -------------------- ---------------- -------------------

Audit Fees........................... $545,011 N/A $579,732 N/A
Audit-Related Fees................... $ 0 0% $ 0 0%
Tax Fees(2).......................... $108,107 0% $108,332 0%
All Other Fees....................... $ 0 0% $ 0 0%
-------- --------
Total Fees........................... $653,118 0% $687,627 0%
-------- --------

</Table>

PwC billed AIM Variable Insurance Funds aggregate non-audit fees of $108,107 for
the fiscal year ended 2006, and $108,332 for the fiscal year ended 2005, for
non-audit services rendered to AIM Variable Insurance Funds.

- --------

(1) For the provision of non-audit services to AIM Variable Insurance Funds,
the pre-approval requirement is waived pursuant to a de minimis exception
if (i) such services were not recognized as non-audit services by AIM
Variable Insurance Funds 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 paid by AIM Variable Insurance Funds to PwC
during a fiscal year, and (iii) such services are promptly brought to the
attention of AIM Variable Insurance Funds' Audit Committee and approved
by the Audit Committee prior to the completion of the audit.

(2) Tax fees for the fiscal year end December 31, 2006 include fees billed
for reviewing tax returns and consultation services. Tax fees for fiscal
year end December 31, 2005 include fees billed for reviewing tax returns.

WHAT DID PWC BILL AIM AND AIM AFFILIATES?

PwC did not bill any fees for non-audit services to AIM or any entity
controlling, controlled by or under common control with AIM that provides
ongoing services to the Funds for the last two fiscal years ended December 31,
2006 and December 31, 2005 for AIM Variable Insurance Funds.

The Audit Committee's Pre-Approval of Audit and Non-Audit Services Policies
and Procedures are set forth in Appendix I.

PROPOSAL 2

APPROVAL OF A NEW SUB-ADVISORY AGREEMENT

WHICH FUNDS' SHAREHOLDERS WILL VOTE ON PROPOSAL 2?

Proposal 2 applies to the shareholders of all Funds.

WHAT AM I BEING ASKED TO APPROVE?

The Board recommends that you approve for your Fund a new investment sub-
advisory agreement (the proposed sub-advisory agreement) between AIM and each of
AIM Funds Management Inc.; INVESCO Asset Management Deutschland, GmbH; Invesco
Asset Management Ltd.; Invesco Asset Management (Japan) Limited; Invesco
Australia Limited; Invesco Global Asset Management (N.A.), Inc.; Invesco Hong
Kong Limited; Invesco Institutional (N.A.) Inc.; and Invesco Senior Secured
Management, Inc. (collectively, the "Affiliated Sub-Advisers").

The form of the proposed sub-advisory agreement is set forth in Appendix
II. Each Fund's advisory agreement with AIM expressly permits AIM to delegate
any or all of its rights, duties or obligations under the advisory agreement to
one or more sub-advisers and also expressly permits AIM to replace sub-advisers
from time to time in its discretion, in accordance with applicable law.

HOW WILL THE PROPOSED SUB-ADVISORY AGREEMENT BENEFIT MY FUND?

The Affiliated Sub-Advisers, which have offices and personnel that are
located in financial centers around the world, have been formed in part for the
purpose of researching and compiling information and making recommendations (i)
on the markets and economies of various countries and securities of companies
located in such countries and/or (ii) on various types of investments and
investment techniques, and providing investment advisory services. AIM and the
Board believe that the proposed sub-advisory agreement will benefit the Funds
and their shareholders by permitting AIM to utilize the additional resources and
talent of the Affiliated Sub-Advisers in managing the Funds.

Because AIM will pay all of the sub-advisory fees of the Affiliated Sub
Advisers, the proposed sub-advisory agreement will not affect the fees the Funds
pay to AIM pursuant to their advisory agreements.

The proposed sub-advisory agreement would allow AIM and the Funds to
receive investment advice and research services from the Affiliated Sub-Advisers
and would also permit AIM to grant one or more of the Affiliated Sub-Advisers
investment management authority for a particular Fund if AIM believes doing so
would benefit the Fund and its shareholders. The sub-advisory fees payable under
the proposed sub-advisory agreements will have no direct effect on the Funds or
their shareholders, as they are paid by AIM to the Affiliated Sub-Advisers.

AIM and the Board believe that the proposed sub-advisory agreement, if
approved by shareholders, will provide AIM with increased flexibility in
assigning portfolio managers to the Funds and will give the Funds access to
portfolio managers and investment personnel located in other offices, including
those outside the United States, who may have more specialized expertise on
local companies, markets and economies or on various types of investments and
investment techniques. Additionally, AIM and the Board believe that the Funds
and their shareholders may benefit from giving the Affiliated Sub-Advisers the
ability to execute portfolio transactions for the Funds from offices located
outside the United States. This ability should enable the Funds to participate
more fully in trading sessions of foreign exchanges and to react more quickly to
changing market conditions around the world.

Each Fund's current portfolio managers are disclosed in the Fund's
prospectus. Any changes to a Fund's portfolio managers also will be disclosed in
the Fund's prospectus.

WHO ARE THE PROPOSED SUB-ADVISERS?

AIM Funds Management Inc. ("AFM") is a company incorporated in the province
of Ontario and has its principal office at 5140 Yonge Street, Suite 900,
Toronto, Ontario, Canada M2N 6X7. AFM has been an investment adviser since 1994.

INVESCO Asset Management Deutschland, GmbH ("INVESCO Deutschland") is a
German corporation with limited liability and has its principal office at
Bleichstrasse 60-62, Frankfurt, Germany 60313. INVESCO Deutschland has been an
investment adviser since 1998.

INVESCO Asset Management Ltd. ("IAML") is a United Kingdom corporation and
has its principal office at 30 Finsbury Square, London, EC2A 1AG, United
Kingdom. IAML has been an investment adviser since 2001.

Invesco Asset Management (Japan) Limited ("Invesco Japan") is a Japanese
corporation and has its principal office at 25(th) Floor, Shiroyama Trust Tower,
3-1, Toranomon 4-chome, Minato-ku, Tokyo 105-6025, Japan. Invesco Japan has been
an investment adviser since 1996.

Invesco Australia Limited ("Invesco Australia") is an Australian public
limited company and has its principal office at 333 Collins Street, Level 26,
Melbourne Vic 3000, Australia. Invesco Australia has been an investment adviser
since 1983.

Invesco Global Asset Management (N.A.), Inc. ("IGAM") is a company
incorporated in the state of Delaware and has its principal office at 1360
Peachtree Street, Suite 100, Atlanta, Georgia 30309. IGAM has been an investment
adviser since 1997.

Invesco Hong Kong Limited ("Invesco Hong Kong") is a Hong Kong corporation
and has its principal office at 32(nd) Floor, Three Pacific Place, 1 Queen's
Road East, Hong Kong. Invesco Hong Kong has been an investment adviser since
1994.

Invesco Institutional (N.A.), Inc. ("IINA") is a company incorporated in
the state of Delaware and has its principal office at One Midtown Plaza, 1360
Peachtree Street, N.E., Atlanta, Georgia 30309. IINA has been an investment
adviser since 1988.

Invesco Senior Secured Management, Inc. ("ISSM") is a company incorporated
in the state of Delaware and has its principal office at 1166 Avenue of the
Americas, New York, New York 10036. ISSM has been as an investment adviser since
1992.

Each of the Affiliated Sub-Advisers other than Invesco Australia currently
is registered with the SEC as an investment adviser. As required by the terms of
the proposed sub-advisory agreement, Invesco Australia will be so registered
prior to providing any services to any of the Funds under the proposed sub-
advisory agreement.

Each of the Affiliated Sub-Advisers is an indirect wholly owned subsidiary
of Invesco and an affiliate of AIM, the Funds' investment adviser. AIM is an
indirect wholly owned subsidiary of Invesco. Invesco is a Bermuda company and
has its principal office at 1360 Peachtree Street NE, Atlanta, Georgia 30309.
Invesco and its subsidiaries comprise one of the world's largest independent
investment management organizations, with approximately $521.1 billion in assets
under management as of October 31, 2007.

A list of the names, addresses and principal occupations of the principal
executive officer and directors of each Affiliated Sub-Adviser is in Exhibit C.

WHICH TRUSTEES AND OFFICERS OF THE TRUST HAVE AN EQUITY INTEREST IN INVESCO OR
ARE OFFICERS AND/OR DIRECTORS OF THE AFFILIATED SUB-ADVISERS?

The following table lists the current trustees and executive officers of
the Trust who own shares of Invesco and/or options to purchase shares of
Invesco. The table also lists those current trustees and executive officers of
the Trust who are also officers and/or directors of an Affiliated Sub-Adviser.

<Table>
<Caption>
POSITION HELD WITH AFFILIATED SUB-
NAME AND POSITION(S) HELD WITH THE TRUST ADVISER(S)
- ---------------------------------------- ----------------------------------

Martin L. Flanagan................................... None
Trustee
Philip A. Taylor..................................... Director and officer of AFM
Trustee, President and Principal Executive Officer
Sidney M. Dilgren.................................... None
Vice President, Treasurer and Principal Financial
Officer
John M. Zerr......................................... None
Senior Vice President, Chief Legal Officer and
Secretary
Lisa O. Brinkley..................................... None
Vice President
Kevin M. Carome...................................... None
Vice President
Karen Dunn Kelley.................................... None
Vice President
Todd L. Spillane..................................... Chief Compliance Officer of IGAM,
Chief Compliance Officer IINA and ISSM
Lance A. Rejsek...................................... None
Anti-Money Laundering Compliance Officer
</Table>

WHO IS YOUR FUND'S CURRENT SUB-ADVISER?

One of the Funds has an existing sub-advisory agreement in place between
AIM and one of the Affiliated Sub-Advisers (the existing sub-advisory agreement)
as follows:

<Table>
<Caption>
Name of Fund Affiliated Sub-Adviser
- ------------ ----------------------

AIM V.I. Global Real Estate Fund Invesco Institutional (N.A.), Inc.
</Table>

If Proposal 2 is approved by shareholders of AIM V.I. Global Real Estate
Fund, AIM will terminate the existing sub-advisory agreement for such Fund and
the proposed sub-advisory agreement will replace the existing sub-advisory
agreement. If Proposal 2 is not approved by shareholders of AIM V.I. Global Real
Estate Fund, the existing sub-advisory agreement will continue in effect for
such Fund.

Exhibit D indicates the date on which IINA became the sub-adviser to AIM
V.I. Global Real Estate Fund. Exhibit D also indicates the date on which and the
purposes for which shareholders last voted on the existing sub-advisory
agreement for AIM V.I. Global Real

Estate Fund. The Board, including a majority of the independent trustees, last
approved the continuance of the existing sub-advisory agreement for AIM V.I.
Global Real Estate Fund on June 27, 2007.

WHAT ARE THE TERMS OF THE PROPOSED SUB-ADVISORY AGREEMENT?

The primary terms of the proposed sub-advisory agreement are as follows:

- The proposed sub-advisory agreement provides that AIM may, in its
discretion, appoint each Affiliated Sub-Adviser to provide one or more of
the following services: (i) investment advice to one or more of the Funds
for all or a portion of its investments; (ii) placing orders for the
purchase and sale of portfolio securities or other investments for one or
more of the Funds; or (iii) discretionary investment management of all or
a portion of the investments of one or more of the Funds. The proposed
sub-advisory agreement provides that the services and the portion of the
investments of each Fund to be advised or managed by each Affiliated Sub-
Adviser shall be as agreed from time to time by AIM and the Affiliated
Sub-Advisers. With respect to the portion of the investments of a Fund
under its management, each Affiliated Sub-Adviser is authorized to: (i)
make investment decisions on behalf of the Fund with regard to any stock,
bond, other security or investment instrument, including but not limited
to foreign currencies, futures, options and other derivatives, and with
regard to borrowing money; (ii) place orders for the purchase and sale of
securities or other investment instruments with such brokers and dealers
as the Affiliated Sub-Adviser may select; and (iii) upon the request of
AIM, provide additional investment management services to the Fund,
including but not limited to managing the Fund's cash and cash
equivalents and lending securities on behalf of the Fund.

- Each Affiliated Sub-Adviser will agree under the proposed sub-advisory
agreement, that, in placing orders with brokers and dealers, it will
attempt to obtain the best net result in terms of price and execution.
Consistent with this obligation, each Affiliated Sub-Adviser may, in its
discretion, purchase and sell portfolio securities from and to brokers
and dealers who sell shares of the Funds or provide the Funds, AIM's
other clients, or an Affiliated Sub-Adviser's other clients with
research, analysis, advice and similar services. Each Affiliated Sub-
Adviser may pay to brokers and dealers, in return for such research and
analysis, a higher commission or spread than may be charged by other
brokers and dealers, subject to such Affiliated Sub-Adviser determining
in good faith that such commission or spread is reasonable in terms
either of the particular transaction or of the overall responsibility of
AIM and such Affiliated Sub-Adviser to the Funds and their other clients
and that the total commissions or spreads paid by each Fund will be
reasonable in relation to the benefits to the Fund over the long term.

- The proposed sub-advisory agreement requires that whenever an Affiliated
Sub-Adviser simultaneously places orders to purchase or sell the same
security on behalf of a Fund and one or more other accounts advised by
such Affiliated Sub-Adviser, such orders will be allocated as to price
and amount among all such accounts in a manner believed to be equitable
to each account.

- The proposed sub-advisory agreement permits each Affiliated Sub-Adviser
to perform any or all of the services contemplated by the proposed sub-
advisory agreement, including but not limited to providing investment
advice to the Funds and placing orders for the purchase and sale of
portfolio securities for the Funds, directly or through such of its
subsidiaries or other affiliates, including each of the other Affiliated
Sub-Advisers, as such Affiliated Sub-Adviser determines.

- The proposed sub-advisory agreement requires that, in all matters
relating to its performance, each Affiliated Sub-Adviser act in
conformity with the Agreement and Declaration of Trust, By-Laws and
Registration Statement of the Trust and with the instructions and
directions of AIM and the Board and that each Affiliated Sub-Adviser
comply with the requirements of the 1940 Act, the rules, regulations,
exemptive orders and no-action positions thereunder, and all other
applicable laws and regulations.

- The proposed sub-advisory agreement provides that, to the extent an
Affiliated Sub-Adviser provides only investment advice or trading
services to AIM and the Funds, it will do so for no compensation from
either AIM or the Funds.

- The proposed sub-advisory agreement provides that, to the extent an
Affiliated Sub-Adviser manages a portion of a Fund's investments, the fee
that AIM will pay such Affiliated Sub-Adviser, computed daily and paid
monthly, will equal (i) 40% of the monthly compensation that AIM receives
from the applicable Trust pursuant to its advisory agreement with such
Trust, multiplied by (ii) a fraction equal to the net assets of such Fund
as to which the Affiliated Sub-Adviser shall have provided discretionary
investment management services for that month divided by the net assets
of such Fund for that month. In no event shall the aggregate monthly fees
paid to the Affiliated Sub-Advisers under the proposed sub-advisory
agreement exceed 40% of the monthly compensation AIM receives from the
applicable Trust pursuant to its advisory agreement with the Trust, as
reduced to reflect contractual or voluntary fee waivers or expense
limitations by AIM, if any. The proposed sub-advisory agreement further
provides that if, for any fiscal year of a Trust, the amount of the
advisory fee that a Fund would otherwise be obligated to pay to AIM is
reduced because of contractual or voluntary fee waivers or expense
limitations by AIM, the fee payable to each Affiliated Sub-Adviser will
be reduced proportionately; and to the extent that AIM reimburses a Fund
as a result of such expense limitations, such Affiliated Sub-Adviser will
reimburse AIM for such reimbursement payments in the same proportion that
the fee payable to such Affiliated Sub-Adviser bears to the advisory fee.

- The proposed sub-advisory agreement requires each Affiliated Sub-Adviser
to maintain all books and records of the securities transactions of the
Funds in compliance with the requirements of the federal securities laws
and to furnish the Board and AIM with periodic and special reports as the
Board or AIM reasonably may request.

- The proposed sub-advisory agreement requires each Sub-Adviser to maintain
compliance procedures for the Funds that it and AIM reasonably believe
are adequate to ensure compliance with the federal securities laws and
the investment objective(s) and policies as stated in the Funds'
prospectuses and statements of additional information.

- The proposed sub-advisory agreement requires each Affiliated Sub-Adviser
at its expense to make available to the Board and AIM at reasonable times
its portfolio managers and other appropriate investment personnel, either
in person or, at the mutual convenience of AIM and the Affiliated Sub-
Adviser, by telephone, in order to review the investment policies,
performance and other investment related information regarding the Funds
and to consult with the Board and AIM regarding the Funds' investment
affairs, including economic, statistical and investment matters related
to the Affiliated Sub-Adviser's duties, and to provide periodic reports
to AIM relating to the investment strategies it employs.

- The proposed sub-advisory agreement requires each Affiliated Sub-Adviser
to assist in the fair valuation of portfolio securities held by the
Funds.

- The proposed sub-advisory agreement requires each Affiliated Sub-Adviser,
upon AIM's request, to review draft reports to shareholders and other
documents and provide comments on a timely basis.

- The proposed sub-advisory agreement includes an express representation
and warranty by each Affiliated Sub-Adviser that it has adopted a code of
ethics meeting the requirements of applicable law.

- The proposed sub-advisory agreement requires each Affiliated Sub-Adviser,
unless otherwise directed by AIM or the Board, to vote all proxies
received in accordance with AIM's proxy voting policy or, if the
Affiliated Sub-Adviser has a proxy voting policy approved by the Board,
such Affiliated Sub-Adviser's proxy voting policy.

- The proposed sub-advisory agreement requires each Affiliated Sub-Adviser
to provide the Funds' custodian on each business day with information
relating to all transactions concerning the assets of the Funds.

- The proposed sub-advisory agreement provides that AIM and each Affiliated
Sub-Adviser have signed one sub-advisory agreement for administrative
convenience to avoid a multiplicity of documents, but that it is
understood and agreed that the proposed sub-advisory agreement shall
constitute a separate sub-advisory agreement between AIM and each Sub-
Adviser with respect to each Fund.

The proposed sub-advisory agreement will continue from year to year for
your Fund only if continuance is specifically approved at least annually by (i)
the Board or the vote of a majority of the outstanding voting securities (as
defined in the 1940 Act) of your Fund, and (ii) the vote of a majority of
independent trustees cast at a meeting called for that purpose. The proposed
sub-advisory agreement is terminable for any Fund or any Affiliated Sub-Adviser:
(i) by vote of the Board or by a vote of a majority of the outstanding voting
securities of such Fund(s) on sixty days' written notice to such Affiliated Sub-
Adviser(s); or (ii) by AIM on sixty days' written notice to such Affiliated Sub-
Adviser(s); or (iii) by an Affiliated Sub-Adviser on sixty days' written notice
to the Trust. Should the proposed sub-advisory agreement be terminated for an
Affiliated Sub-Adviser, AIM will assume the duties and responsibilities of such
Affiliated Sub-Adviser unless and until AIM appoints another Affiliated Sub-
Adviser to perform such duties and responsibilities. In addition, the proposed
sub-advisory agreement will terminate automatically if assigned.

HOW DO THE TERMS OF THE EXISTING SUB-ADVISORY AGREEMENT FOR AIM V.I. GLOBAL REAL
ESTATE FUND DIFFER FROM THOSE OF THE PROPOSED SUB-ADVISORY AGREEMENT?

AIM V.I. Global Real Estate Fund has an existing sub-advisory agreement in
place between AIM and IINA. Although certain terms and provisions in the
proposed sub-advisory agreement and the existing sub-advisory agreement are
described slightly differently, there are few substantive differences between
them. The primary differences between the existing sub-advisory agreement and
the proposed sub-advisory agreement are as follows:

- The proposed sub-advisory agreement replaces IINA as the sub-adviser for
AIM V.I. Global Real Estate Fund with the full slate of nine Affiliated
Sub-Advisers as the sub-advisers for AIM V.I. Global Real Estate Fund and
each other Fund. In addition, the compensation payable to IINA under the
existing sub-advisory agreement is 40% of the compensation paid by AIM
V.I. Global Real Estate Fund to AIM pursuant to its advisory agreement
with the Trust, while the proposed advisory agreement divides this same
40% rate among those Affiliated Sub-Advisers who provided discretionary
investment management services to the Funds during a particular month.

- The proposed sub-advisory agreement provides that AIM may, in its
discretion, appoint each Affiliated Sub-Adviser to provide one or more of
the following services: (i) investment advice to one or more of the Funds
for all or a portion of its investments; (ii) placing orders for the
purchase and sale of portfolio securities for one of more of the Funds;
or (iii) discretionary investment management of all or a portion of the
investments of one or more of the Funds. The proposed sub-advisory
agreement provides that the services and the portion of the investments
of each Fund to be advised or managed by each Affiliated Sub-Adviser
shall be as agreed from time to time by AIM and the Affiliated Sub-
Advisers. The existing sub-advisory agreement provides that IINA will
provide a continuous investment program to all or a portion of the
investments of AIM V.I. Global Real Estate Fund. Therefore, while both
the existing sub-advisory agreement and the proposed sub-advisory
agreement permit AIM to retain the right to manage all or some of AIM
V.I. Global Real Estate Fund's investments, the proposed sub-advisory
agreement will also permit

AIM to appoint multiple Affiliated Sub-Advisers to manage different
portions of this Fund's and the other Funds' investments and to change
such appointments from time to time at AIM's discretion. The proposed
sub-advisory agreement also makes it clear that AIM and the Funds may
obtain from time to time from each Affiliated Sub-Adviser investment
advice, including factual information, research reports and investment
recommendations, and trading services.

- The proposed sub-advisory agreement revises the compensation section to
clarify that the only fees payable to the Affiliated Sub-Advisers
thereunder are for providing discretionary investment management services
to the Funds.

- The proposed sub-advisory agreement adds express requirements of the
Affiliated Sub-Advisers regarding access to portfolio managers, fair
valuation, document review, codes of ethics and proxy voting (as
discussed in more detail above under the heading "What Are the Terms of
the Proposed Sub-Advisory Agreement?").

- The proposed sub-advisory agreement permits each Affiliated Sub-Adviser
to perform any of all of the services contemplated by the proposed sub-
advisory agreement, including but not limited to providing investment
advice to the Funds and placing orders for the purchase and sale of
portfolio securities or other investments for the Funds, directly or
through such of its subsidiaries or other affiliates, including each of
the other Affiliated Sub-Advisers, as such Affiliated Sub-Adviser
determines.

WHAT FEES ARE CHARGED BY THE PROPOSED SUB-ADVISERS FOR SIMILAR FUNDS THEY
ADVISE?

The sub-advisory fees paid to IINA for serving as sub-adviser to other
mutual funds with investment objectives similar to certain of the other AIM
Funds are set forth in Exhibit E.

The other Affiliated Sub-Advisers do not serve as adviser or sub-adviser to
any mutual funds with similar investment objectives as any other Funds.

WHAT FACTORS DID THE TRUSTEES CONSIDER IN APPROVING THE PROPOSED SUB-ADVISORY
AGREEMENT?

At in-person meetings held on December 12-13, 2007, the Board, including a
majority of the independent trustees, voting separately, approved the proposed
sub-advisory agreement for each Fund, effective on or about May 1, 2008. In so
doing, the Board determined that the proposed sub-advisory agreement is in the
best interests of each Fund and its shareholders and that the compensation to
the Affiliated Sub-Advisers under the proposed sub-advisory agreement is fair
and reasonable.

The independent trustees met separately during their evaluation of the
proposed sub-advisory agreement with independent legal counsel from whom they
received independent legal advice, and the independent trustees also received
assistance during their deliberations from the independent Senior Officer, a
full-time officer of the AIM Funds who reports directly to the independent
trustees. The proposed sub-advisory agreement was considered separately for each
Fund, although the Board also considered the common interests of all of the AIM
Funds in their deliberations. The Board comprehensively considered all of the
information provided to them and did not identify any particular factor that was
controlling. Furthermore, each trustee may have evaluated the information
provided differently from one another and attributed different weight to the
various factors.

Set forth below is a discussion of the material factors and related
conclusions that formed the basis for the Board's approval of the proposed sub-
advisory agreement for each Fund. The Board reached its conclusions after
careful discussion and analysis. The Board believes that they have carefully and
thoroughly examined the pertinent issues and alternatives. In recommending that
you approve the proposed sub-advisory agreement, the Board and the independent
trustees have considered what they believe to be in your best interests.

A. NATURE, EXTENT AND QUALITY OF SERVICES TO BE PROVIDED BY THE AFFILIATED
SUB-ADVISERS

All Funds: The Board reviewed the services to be provided by the
Affiliated Sub-Advisers under the proposed sub-advisory agreement and the
credentials and experience of the officers and employees of the Affiliated Sub-
Advisers who will provide these services. The Board concluded that the nature,
extent and quality of the services to be provided by the Affiliated Sub-Advisers
were appropriate. The Board noted that the Affiliated Sub-Advisers, which have
offices and personnel that are geographically dispersed in financial centers
around the world, have been formed in part for the purpose of researching and
compiling information and making recommendations on the markets and economies of
various countries and securities of companies located in such countries or on
various types of investments and investment techniques, and providing investment
advisory services. The Board concluded that the proposed sub-advisory agreement
will benefit the Funds and their shareholders by permitting AIM to utilize the
additional resources and talent of the Affiliated Sub-Advisers in managing the
Funds.

B. FUND PERFORMANCE

All Funds Other Than AIM V.I. Global Real Estate Fund, (for which an
Affiliated Sub-Adviser currently serves as sub-adviser): The Board did not view
Fund performance as a relevant factor in considering whether to approve the
proposed sub-advisory agreement for each Fund, as no Affiliated Sub-Adviser
currently serves as sub-adviser to each Fund.

AIM V.I. Global Real Estate Fund: The Board did view Fund performance as a
relevant factor in considering whether to approve the proposed sub-advisory
agreement for the Fund, as one of the Affiliated Sub-Advisers currently serves
as the sub-adviser to the Fund. The Board compared the Fund's performance during
the past one, three and five calendar years to the performance of funds in the
Fund's Lipper peer group that are not managed by AIM, and against the
performance of all funds in the Lipper Variable Annuity Underlying

Funds -- Real Estate Index. The Board also reviewed the methodology used by
Lipper to identify the Fund's peers. The Board noted that the Fund's performance
was above the median performance of its peers for the one year period, and
comparable to such performance for the three and five year periods. The Board
noted that the Fund's performance was above the performance of the Index for the
one, three and five year periods. The Board also considered the steps AIM has
taken over the last several years to improve the quality and efficiency of the
services that AIM provides to the AIM Funds. The Board concluded that AIM
continues to be responsive to the Board's focus on fund performance. The Board
also reviewed more recent Fund performance and this review did not change their
conclusions.

C. SUB-ADVISORY FEES

All Funds: The Board considered the services to be provided by the
Affiliated Sub-Advisers pursuant to the proposed sub-advisory agreement and the
services to be provided by AIM pursuant to each Fund's advisory agreement, as
well as the allocation of fees between AIM and the Affiliated Sub-Advisers
pursuant to the proposed sub-advisory agreement. The Board noted that the sub-
advisory fees have no direct effect on the Funds or their shareholders, as they
are paid by AIM to the Affiliated Sub-Advisers, and that AIM and the Affiliated
Sub-Advisers are affiliates. After taking account of each Fund's contractual
sub-advisory fee rate, as well as other relevant factors, the Board concluded
that each Fund's sub-advisory fees were fair and reasonable.

D. FINANCIAL RESOURCES OF THE AFFILIATED SUB-ADVISERS

All Funds: The Board considered whether each Affiliated Sub-Adviser is
financially sound and has the resources necessary to perform its obligations
under the proposed sub-advisory agreement, and concluded that each Affiliated
Sub-Adviser has the financial resources necessary to fulfill these obligations.

WHEN WILL PROPOSAL 2 BE IMPLEMENTED?

If Proposal 2 is approved, the proposed sub-advisory agreement will become
effective for each Fund, with respect to each Affiliated Sub-Adviser other than
Invesco Australia, on or about May 1, 2008. If Proposal 2 is approved, the
proposed sub-advisory agreement will become effective for each Fund, with
respect to Invesco Australia, on the later of on or about May 1, 2008 and the
date that Invesco Australia is registered with the SEC as an investment adviser,
if Invesco Australia is not so registered on or about May 1, 2008. Unless
terminated sooner by its terms, the proposed sub-advisory agreement for each
Fund will expire, unless continued by the Board, on June 30, 2009.

For AIM V.I. Global Real Estate Fund, which has an existing sub-advisory
agreement in place with an Affiliated Sub-Adviser, if Proposal 2 is approved by
shareholders of such Fund, AIM will terminate the existing sub-advisory
agreement and the proposed sub-advisory agreement will replace the existing sub-
advisory agreement, all effective on or about May 1, 2008. If Proposal 2 is not
approved by shareholders of AIM V.I. Global Real Estate Fund, the existing sub-
advisory agreement will continue in effect for such Fund.

WHAT IS THE BOARD'S RECOMMENDATION ON PROPOSAL 2?

The Board, including the independent trustees of the Board, unanimously
recommends that you vote "FOR" Proposal 2.

PROPOSAL 3

APPROVAL OF CHANGES TO CERTAIN FUNDAMENTAL
INVESTMENT RESTRICTIONS OF CERTAIN FUNDS

WHAT AM I BEING ASKED TO APPROVE?

Pursuant to the 1940 Act, each Fund has adopted fundamental investment
restrictions covering certain types of investment practices that may be changed
only with shareholder approval. Investment restrictions that a Fund has not
specifically designated as being fundamental are considered to be "non-
fundamental" and may be changed by the Board without shareholder approval.

The Board is recommending that you approve changes to certain Funds'
fundamental investment restrictions for the reasons set forth below. The changes
will conform these restrictions to a set of uniform model restrictions under
which most AIM Funds operate. The Board approved the changes to the investment
restrictions at in-person meetings held on December 12-13, 2007.

Although Proposals 3A through 3H all relate to certain Funds' fundamental
investment restrictions, each will be voted on separately, as indicated on the
enclosed proxy card. If any particular proposal is not approved by a Fund's
shareholders, the current fundamental investment restriction of the Fund related
to that proposal will not be changed.

HOW WILL THE PROPOSED CHANGES TO THE FUNDAMENTAL RESTRICTIONS BENEFIT MY FUND?

AIM and the Board expect that you will benefit from a set of uniform model
restrictions in a number of ways. The proposed uniform restrictions will provide
the Funds with as much investment flexibility as is possible under the 1940 Act.
AIM and the Board believe that eliminating the disparities among the various AIM
Funds' fundamental restrictions will enhance AIM's ability to manage the Funds'
assets efficiently and effectively in changing regulatory and investment
environments. The proposed fundamental restrictions will provide the Funds with
the ability to operate under new interpretations of the 1940 Act or pursuant to
exemptive relief from the Securities

and Exchange Commission ("SEC") without receiving prior shareholder approval. In
managing the Funds, AIM will remain subject to the Board's oversight as well as
policies and procedures adopted by the Board.

WHAT ARE THE PROPOSED CHANGES TO THE FUNDAMENTAL RESTRICTIONS?

The following is the text and a summary description of the proposed changes
to the Funds' fundamental restrictions. The current fundamental investment
restrictions for the Funds are set forth in Exhibit F.

Each proposed change to the Funds' fundamental investment restrictions is
discussed below. The proposed fundamental investment restrictions will provide
the Funds with the ability to operate under new interpretations of the 1940 Act
or pursuant to exemptive relief from the SEC without receiving prior shareholder
approval. This flexibility is referred to in the proposed investment
restrictions as being permitted by the "1940 Act laws, interpretations and
exemptions." If the proposed fundamental investment restrictions are approved,
the Board will adopt corresponding non-fundamental investment restrictions, as
applicable and set forth below, that will function as internal operating
guidelines for AIM to follow in managing the Funds. If circumstances change, the
Board may change or eliminate any non-fundamental investment restriction in the
future without shareholder approval. AIM has informed the Board that it does not
expect any of the proposed changes, except as may be specifically noted below,
to have a material impact on the Funds' operations at the present time.

For each existing or proposed fundamental or non-fundamental restriction,
if a percentage restriction is adhered to at the time of an investment or
transaction, a later increase or decrease in percentage resulting from a change
in the values of the Funds' portfolio securities or the amount of its total
assets will not be considered a violation of the restriction (with the exception
of borrowing money from banks).

PROPOSAL 3A

MODIFICATION OF FUNDAMENTAL
RESTRICTION ON ISSUER DIVERSIFICATION

WHICH FUNDS' SHAREHOLDERS WILL VOTE ON THIS PROPOSAL?

Proposal 3A applies to shareholders of AIM V.I. Dynamics Fund, AIM V.I.
Global Health Care Fund, AIM V.I. Leisure Fund, AIM V.I. Technology Fund and AIM
V.I. Utilities Fund.

WHAT ARE THE PROPOSED CHANGES?

Upon the approval of Proposal 3A by shareholders, the existing fundamental
restriction with regard to issuer diversification would be changed to read as
follows:

"The Fund is a "diversified company" as defined in the 1940 Act. The
Fund will not purchase the securities of any issuer if, as a result, the
Fund would fail to be a diversified company within the meaning of the 1940
Act, and the rules and regulations promulgated thereunder, as such statute,
rules, and regulations are amended from time to time or are interpreted
from time to time by the SEC staff (collectively, the "1940 Act Laws and
Interpretations") or except to the extent that the Fund may be permitted to
do so by exemptive order or similar relief (collectively, with the 1940 Act
Laws and Interpretations, the "1940 Act Laws, Interpretations and
Exemptions"). In complying with this restriction, however, the Fund may
purchase securities of other investment companies to the extent permitted
by the 1940 Act Laws, Interpretations and Exemptions."

DISCUSSION:

The Funds' current fundamental restriction on issuer diversification lists
the percentage standards set forth in the 1940 Act for a diversified fund. The
proposed modified policy adopts the same 1940 Act standards. However, by not
listing the percentage limitations, the proposed policy would change
automatically if the 1940 Act Laws, Interpretations, and Exemptions were to
change.

If you approve the proposed change, the following new non-fundamental
investment restriction will become effective for the following Funds:

"In complying with the fundamental restriction regarding issuer
diversification, the Fund will not, with respect to 75% of its total
assets, purchase the securities of any issuer (other than securities issued
or guaranteed by the U.S. Government or any of its agencies or
instrumentalities and securities issued by other investment companies), if,
as a result, (i) more than 5% of the Fund's total assets would be invested
in the securities of that issuer, or (ii) the Fund would hold more than 10%
of the outstanding voting securities of that issuer. The Fund may purchase
securities of other investment companies as permitted by the 1940 Act Laws,
Interpretations and Exemptions."

PROPOSAL 3B

MODIFICATION OF FUNDAMENTAL RESTRICTIONS
ON ISSUING SENIOR SECURITIES AND BORROWING MONEY

WHICH FUNDS' SHAREHOLDERS WILL VOTE ON THIS PROPOSAL?

Proposal 3B applies to shareholders of AIM V.I. Dynamics Fund, AIM V.I.
Financial Services Fund, AIM V.I. Global Health Care Fund, AIM V.I. Leisure
Fund, AIM V.I. Technology Fund and AIM V.I. Utilities Fund.

WHAT ARE THE PROPOSED CHANGES?

Upon the approval of Proposal 3B, the existing fundamental restrictions on
issuing senior securities and borrowing money would be changed to read as
follows:

"The Fund may not borrow money or issue senior securities, except as
permitted by the 1940 Act Laws, Interpretations and Exemptions."

DISCUSSION:

The 1940 Act establishes limits on the ability of the Funds to borrow money
and issue "senior securities," a term that is defined, generally, to refer to
obligations that have a priority over the Funds' shares of beneficial interest
(equivalent to common shares) with respect to the distribution of its assets or
the payment of dividends. The Funds' current fundamental restrictions on
borrowing and issuing senior securities are set forth separately. The Funds'
current fundamental restriction on borrowing sets forth the percentage standard
set forth in the 1940 Act. The proposed changes would combine the Funds'
restrictions on borrowing money and issuing senior securities as well as make
them consistent with related restrictions for other AIM Funds and no more
limiting than required by the 1940 Act. The Board believes that changing the
Funds' fundamental restriction in this manner will provide flexibility for
future contingencies.

If you approve the proposed change, the following non-fundamental
investment restriction will become effective for the Funds:

"In complying with the fundamental restriction regarding borrowing
money and issuing senior securities, the Fund may borrow money in an amount
not exceeding 33 1/3% of its total assets (including the amount borrowed)
less liabilities (other than borrowings). The Fund may borrow from banks,
broker-dealers, or an AIM Fund. The Fund may not borrow for leveraging, but
may borrow for temporary or emergency purposes, in anticipation of or in
response to adverse market conditions, or for cash management purposes. The
Fund may not purchase additional securities when any borrowings from banks
exceed 5% of the Fund's total assets or when any borrowings from an AIM
Fund are outstanding."

PROPOSAL 3C

MODIFICATION OF FUNDAMENTAL RESTRICTION
ON UNDERWRITING SECURITIES

WHICH FUNDS' SHAREHOLDERS WILL VOTE ON THIS PROPOSAL?

Proposal 3C applies to shareholders of AIM V.I. Dynamics Fund, AIM V.I.
Financial Services Fund, AIM V.I. Global Health Care Fund, AIM V.I. Leisure
Fund, AIM V.I. Technology Fund and AIM V.I. Utilities Fund.

WHAT ARE THE PROPOSED CHANGES?

Upon the approval of Proposal 3C, the existing fundamental restriction on
underwriting securities would be changed to read as follows:

"The Fund may not underwrite the securities of other issuers. This
restriction does not prevent the Fund from engaging in transactions
involving the acquisition, disposition or resale of its portfolio
securities, regardless of whether the Fund may be considered to be an
underwriter under the Securities Act of 1933."

DISCUSSION:

The proposed changes to this fundamental restriction would eliminate minor
differences in the wording of the Funds' current restriction on underwriting
securities as compared to other AIM Funds. The substance of the fundamental
restriction would remain unchanged.

PROPOSAL 3D

MODIFICATION OF FUNDAMENTAL RESTRICTION ON
INDUSTRY CONCENTRATION

WHICH FUNDS' SHAREHOLDERS WILL VOTE ON THIS PROPOSAL?

Proposal 3D applies to shareholders of AIM V.I. Dynamics Fund, AIM V.I.
Financial Services Fund, AIM V.I. Global Health Care Fund, AIM V.I. Leisure
Fund, AIM V.I. Technology Fund and AIM V.I. Utilities Fund.

WHAT ARE THE PROPOSED CHANGES?

AIM V.I. DYNAMICS FUND

Upon the approval of Proposal 3D by shareholders of AIM V.I. Dynamics Fund,
the existing fundamental restriction on industry concentration would be changed
to read as follows:

"The Fund will not make investments that will result in the
concentration (as that term may be defined or interpreted by the 1940 Act
Laws, Interpretations and Exemptions) of its investments in the securities
of issuers primarily engaged in the same industry. This restriction does
not limit the Fund's investments in (i) obligations issued or guaranteed by
the U.S. Government, its agencies or instrumentalities, or (ii) tax-exempt
obligations issued by governments or political subdivisions of governments.
In complying with this restriction, the Fund will not consider a bank-
issued guaranty or financial guaranty insurance as a separate security."

DISCUSSION:

AIM V.I. Dynamics Fund's current fundamental restriction on industry
concentration limits purchases of securities so that 25% or more of the Fund's
total assets would not be invested in securities of companies whose principal
business activities are in the same industry, except with regard to securities
issued or guaranteed by the U.S. government or any of its agencies or
instrumentalities, and municipal securities.

The proposed modified policy adopts the same 1940 Act standards as the
current fundamental restriction. However, by not listing the percentage
limitations, the proposed policy would change automatically if the 1940 Act
Laws, Interpretations, and Exemptions were to change. As a result, the proposed
changes would make the Fund's restriction on concentration no more limiting than
required by the 1940 Act. The Board believes that changing the Fund's
fundamental restriction in this manner will provide more flexibility for future
contingences. However, the Board does not currently intend the change to affect
the Fund's operations, under which the Fund does not invest 25% or more of its
total assets in securities of issuers having their principal business activities
in the same industry.

Accordingly, if you approve the proposed change, the following non-
fundamental investment restriction would also become effective for AIM V.I.
Dynamics Fund:

"In complying with the fundamental restriction regarding industry
concentration, the Fund may invest up to 25% of its total assets in the
securities of issuers whose principal business activities are in the same
industry."

AIM V.I. FINANCIAL SERVICES FUND

Upon the approval of Proposal 3D by shareholders of AIM V.I. Financial
Services Fund, the existing fundamental restriction on industry concentration
would be changed to read as follows:

"The Fund will concentrate (as such term may be defined or interpreted
by the 1940 Act Laws, Interpretations and Exemptions) its investments in
the securities of issuers engaged primarily in financial services-related
industries."

DISCUSSION:

AIM V.I. Financial Services Fund's current fundamental policy on industry
concentration permits the Fund to invest more than 25% of its total assets in
securities of companies whose principal business activities are in one or more
industries relating to financial services. The proposed modified policy adopts
the same 1940 Act standards as the current fundamental restriction. However, by
not listing the percentage limitations, the proposed policy would change
automatically if the 1940 Act Laws, Interpretations, and Exemptions were to
change. The Board believes that changing the Fund's fundamental restrictions in
this manner will provide more flexibility for future contingences. However, the
Board does not currently intend the change to affect the Fund's operations,
under which the Fund will invest more than 25% its total assets in securities of
issuers engaged primarily in financial services-related industries.

If you approve the proposed change to AIM V.I. Financial Services Fund's
fundamental restriction, the following non-fundamental investment restriction
would also become effective for AIM V.I. Financial Services Fund:

"For purposes of the Fund's fundamental investment restriction
regarding industry concentration an issuer will be considered to be engaged
in a financial services-related industry if (1) at least 50% of its gross
income or its net sales are derived from activities in financial services-
related industries; (2) at least 50% of its assets are devoted to producing
revenues in financial services-related industries; or (3) based on other
available information, the Fund's portfolio manager(s) determines that its
primary business is within financial services -related industries."

AIM V.I. Financial Services Fund's current fundamental policy also limits
purchases of securities so that 25% or more of the Fund's total assets would not
be invested in securities of issuers having their principal business activities
in the same industry, other than financial services-related industries. The
proposed policy would eliminate this provision except as it relates to issuers
engaged primarily in financial services-related industries. Because the Fund
currently has a policy that requires it to invest 80% of its assets in equity
securities of issuers engaged primarily in financial services-related
industries, this provision is superfluous. This proposed change is intended to
promote uniformity with the analogous fundamental policy of other AIM Funds.

AIM V.I. GLOBAL HEALTH CARE FUND

Upon the approval of Proposal 3D by shareholders of AIM V.I. Global Health
Care Fund, the existing fundamental restriction on industry concentration would
be changed to read as follows:

DISCUSSION:

AIM V.I. Global Health Care Fund's current fundamental policy on industry
concentration permits the Fund to invest more than 25% of its total assets in
securities of companies whose principal business activities are in one or more
industries relating to health care. The proposed modified policy adopts the same
1940 Act as the current fundamental restriction. However, by not listing the
percentage limitations, the proposed policy would change automatically if the
1940 Act Laws, Interpretations, and Exemptions were to change. The Board
believes that changing the Fund's fundamental restrictions in this manner will
provide more flexibility for future contingences. However, the Board does not
currently intend the change to affect the Fund's operations, under which the
Fund will invest more than 25% its total assets in securities of issuers engaged
primarily in health care industries.

If you approve the proposed change to AIM V.I. Global Health Care Fund's
fundamental restriction, the following non-fundamental investment restriction
would also become effective for AIM V.I. Global Health Care Fund:

"For purposes of the Fund's fundamental investment restriction
regarding industry concentration, an issuer will be considered to be
engaged in health care industries if (1) at least 50% of its gross income
or its net sales are derived from activities in the health care industry;
(2) at least 50% of its assets are devoted to producing revenues from the
health care industry; or (3) based on other available information, AIM
determines that its primary business is within the health care industry."

AIM V.I. Global Health Care Fund's current fundamental policy also limits
purchases of securities so that 25% or more of the Fund's total assets would not
be invested in securities of issuers having their principal business activities
in the same industry, other than health care industries. The proposed policy
would eliminate this provision except as it relates to issuers engaged primarily
in health care industries. Because the Fund currently has a policy that requires
it to invest 80% of its assets in equity securities of health care industry
companies, this provision is superfluous. This proposed change is intended to
promote uniformity with the analogous fundamental policy of other AIM Funds.

AIM V.I. LEISURE FUND

Upon the approval of Proposal 3D by shareholders of AIM V.I. Leisure Fund,
the existing fundamental restriction on industry concentration would be changed
to read as follows:

DISCUSSION:

AIM V.I. Leisure Fund's current fundamental policy on industry
concentration permits the Fund to invest more than 25% of its total assets in
securities of companies whose principal business activities are in one or more
industries relating to leisure. The proposed modified policy adopts the same
1940 Act standards as the current fundamental restriction. However, by not
listing the percentage limitations, the proposed policy would change
automatically if the 1940 Act Laws, Interpretations, and Exemptions were to
change. The Board believes that changing the Fund's fundamental restrictions in
this manner will provide more flexibility for future contingences. However, the
Board does not currently intend the change to affect the Fund's operations,
under which the Fund will invest more than 25% of its total assets in securities
of issuers engaged in leisure-related industries.

If you approve the proposed change to AIM V.I. Leisure Fund's fundamental
restriction, the following non-fundamental investment restriction would also
become effective for AIM V.I. Leisure Fund:

"For purposes of the Fund's fundamental investment restriction
regarding industry concentration, an issuer will be considered to be in the
leisure industry if (1) at least 50% of its gross income or its net sales
are derived from products or services related to the leisure activities of
individuals; (2) at least 50% of its assets are devoted to producing
revenues through products or services related to the leisure activities of
individuals; or (3) based on other available information, the Fund's
portfolio manager(s) determines that its primary business is in products or
services related to leisure activities of individuals."

AIM V.I. Leisure Fund's current fundamental policy also limits purchases of
securities so that 25% or more of the Fund's total assets would not be invested
in securities of issuers having their principal business activities in the same
industry, other than leisure-related industries. The proposed policy would
eliminate this provision except as it relates to issuers having their principal
business activities in leisure-related industries. Because the Fund currently
has a policy that requires it to invest 80% of its assets in equity securities
of issuers that are engaged in the design, production and distribution of
products and services related to leisure activities of individuals, this
provision is superfluous. This proposed change is intended to promote uniformity
with the analogous fundamental policy of other AIM Funds.

AIM V.I. TECHNOLOGY FUND

Upon the approval of Proposal 3D by shareholders of AIM V.I. Technology
Fund, the existing fundamental restriction on industry concentration would be
changed to read as follows:

DISCUSSION:

AIM V.I. Technology Fund's current fundamental policy on industry
concentration permits the Fund to invest more than 25% of its total assets in
securities of companies whose principal business activities are in one or more
industries relating to technology. The proposed modified policy adopts the same
1940 Act standards as the current fundamental restriction. However, by not
listing the percentage limitations, the proposed policy would change
automatically if the 1940 Act Laws, Interpretations, and Exemptions were to
change. The Board believes that changing the Fund's fundamental restrictions in
this manner will provide more flexibility for future contingences. However, the
Board does not currently intend the change to affect the Fund's operations,
under which the Fund will invest more than 25% of its total assets in securities
of issuers engaged primarily in technology-related industries.

If you approve the proposed change to AIM V.I. Technology Fund's
fundamental restriction, the following non-fundamental investment restriction
would also become effective for AIM V.I. Technology Fund:

"For purposes of the Fund's fundamental investment restriction
regarding industry concentration an issuer will be considered to be engaged
in a technology-related industry if (1) at least 50% of its gross income or
its net sales are derived from activities in technology-related industries;
(2) at least 50% of its assets are devoted to producing revenues in
technology-related industries; or (3) based on other available information,
the Fund's portfolio manager(s) determines that its primary business is
within technology-related industries."

AIM V.I. Technology Fund's current fundamental policy also limits purchases
of securities so that 25% or more of the Fund's total assets would not be
invested in securities of issuers having their principal business activities in
the same industry, other than technology-related industries. The proposed policy
would eliminate this provision except as it relates to issuers engaged primarily
in technology-related industries. Because the Fund currently has a policy that
requires it to invest 80% of its assets in equity securities of issuers that do
business primarily in technology-related industries, this provision is
superfluous. This proposed change is intended to promote uniformity with the
analogous fundamental policy of other AIM Funds.

AIM V.I. UTILITIES FUND

Upon the approval of Proposal 3D by shareholders of AIM V.I. Utilities
Fund, the existing fundamental restriction on industry concentration would be
changed to read as follows:

DISCUSSION:

AIM V.I. Utilities Fund's current fundamental policy on industry
concentration permits the Fund to invest more than 25% of its total assets in
securities of companies in one or more industries relating to the utilities
industry. The proposed modified policy adopts the same 1940 Act standards as the
current fundamental restriction. However, by not listing the percentage
limitations, the proposed policy would change automatically if the 1940 Act
Laws, Interpretations, and Exemptions were to change. The Board believes that
changing the Fund's fundamental restrictions in this manner will provide more
flexibility for future contingences. However, the Board does not currently
intend the change to affect the Fund's operations, under which the Fund will
invest more than 25% of its total assets in securities of issuers engaged
primarily in utilities-related industries.

If you approve the proposed change to AIM V.I. Utilities Fund's fundamental
restriction, the following non-fundamental investment restriction would also
become effective for AIM V.I. Utilities Fund:

"For purposes of the Fund's fundamental investment restriction
regarding industry concentration an issuer will be considered to be engaged
in a utilities-related industry if (1) at least 50% of its gross income or
its net sales are derived from activities in utilities -related industries;
(2) at least 50% of its assets are devoted to producing revenues in
utilities-related industries; or (3) based on other available information,
the Fund's portfolio manager(s) determines that its primary business is
within utilities-related industries."

AIM V.I. Utilities Fund's current fundamental policy also limits purchases
of securities so that 25% or more of the Fund's total assets would not be
invested in securities of issuers having their principal business activities in
the same industry, other than utilities-related industries. The proposed policy
would eliminate this provision except as it relates to issuers engaged primarily
in utilities-related industries. Because the Fund currently has a policy that
requires it to invest 80% of its assets in equity securities of issuers that do
business primarily in utilities-related industries, this provision is
superfluous. This proposed change is intended to promote uniformity with the
analogous fundamental policy of other AIM Funds.

PROPOSAL 3E

MODIFICATION OF FUNDAMENTAL RESTRICTION
ON REAL ESTATE INVESTMENTS

WHICH FUNDS' SHAREHOLDERS WILL VOTE ON THIS PROPOSAL?

Proposal 3E applies to shareholders of AIM V.I. Dynamics Fund, AIM V.I.
Financial Services Fund, AIM V.I. Global Health Care Fund, AIM V.I. Leisure
Fund, AIM V.I. Technology Fund and AIM V.I. Utilities Fund.

WHAT ARE THE PROPOSED CHANGES?

Upon the approval of Proposal 3E, the existing fundamental restriction on
real estate investments would be changed to read as follows:

"The Fund may not purchase real estate or sell real estate unless
acquired as a result of ownership of securities or other instruments. This
restriction does not prevent the Fund from investing in issuers that
invest, deal, or otherwise engage in transactions in real estate or
interests therein, or investing in securities that are secured by real
estate or interests therein."

DISCUSSION:

The proposed changes to this fundamental restriction would eliminate minor
differences in the wording of the Funds' current restriction on real estate
investments as compared to other AIM Funds. The substance of the fundamental
restriction would remain unchanged.

PROPOSAL 3F

MODIFICATION OF FUNDAMENTAL RESTRICTION
ON PURCHASING OR SELLING COMMODITIES

WHICH FUNDS' SHAREHOLDERS WILL VOTE ON THIS PROPOSAL?

Proposal 3F applies to shareholders of AIM V.I. Dynamics Fund, AIM V.I.
Financial Services Fund, AIM V.I. Global Health Care Fund, AIM V.I. Leisure
Fund, AIM V.I. Technology Fund and AIM V.I. Utilities Fund.

WHAT ARE THE PROPOSED CHANGES?

Upon the approval of Proposal 3F, the existing fundamental restriction on
purchasing or selling physical commodities would be changed to read as follows:

"The Fund may not purchase physical commodities or sell physical
commodities unless acquired as a result of ownership of securities or other
instruments. This restriction does not prevent the Fund from engaging in
transactions involving futures contracts and options thereon or investing
in securities that are secured by physical commodities."

DISCUSSION:

The proposed change to this fundamental restriction is intended to promote
uniformity with the analogous fundamental restriction of other AIM Funds. The
proposed restriction would narrow somewhat the scope of the current fundamental
restriction. Whereas the current fundamental restriction prohibits the purchase
or sale of physical commodities without exception, the proposed fundamental
restriction permits the purchase or sale of physical commodities acquired as a
result of ownership of securities or other instruments.

If you approve the proposed addition, the following non-fundamental
investment restriction would also become effective for the Funds:

"Notwithstanding the fundamental restriction with regard to engaging
in transactions involving futures contracts and options thereon or
investing in securities that are secured by physical commodities, the Fund
currently may not invest in any security (including futures contracts or
options thereon) that is secured by physical commodities."

The Funds do not consider currencies or other financial commodities or
contracts and financial instruments to be physical commodities (which include,
for example, oil, precious metals and grains). Accordingly, as is the case with
the other AIM Funds that currently have the proposed restriction regarding
purchasing and selling physical commodities, the Funds will interpret the
proposed restriction and the related non-fundamental restriction to permit the
Funds, subject to each Fund's investment objectives and general investment
policies (as stated in the Funds' prospectuses and the Statement of Additional
Information), to invest directly in foreign currencies and other financial
commodities and to purchase, sell or enter into commodity futures contracts and
options thereon, foreign currency forward contracts, foreign currency options,
currency-, commodity- and financial instrument-related swap agreements, hybrid
instruments, interest rate or securities-related or foreign currency-related
hedging instruments or other currency, commodity or financial instrument related
derivatives, subject to compliance with any applicable provisions of the federal
securities or commodities laws. The Funds also will interpret their fundamental
restriction regarding purchasing and selling physical commodities and their
related non-

fundamental restriction to permit the Funds to invest in exchange-traded funds
that invest in physical and/or financial commodities, subject to the limits
described in the Funds' prospectuses and the Statement of Additional
Information.

PROPOSAL 3G

MODIFICATION OF FUNDAMENTAL RESTRICTION ON MAKING LOANS

WHICH FUNDS' SHAREHOLDERS WILL VOTE ON THIS PROPOSAL?

Proposal 3G applies to shareholders of AIM V.I. Dynamics Fund, AIM V.I.
Financial Services Fund, AIM V.I. Global Health Care Fund, AIM V.I. Leisure
Fund, AIM V.I. Technology Fund and AIM V.I. Utilities Fund.

WHAT ARE THE PROPOSED CHANGES?

Upon the approval of Proposal 3G, the existing fundamental restriction on
making loans would be changed to read as follows:

"The Fund may not make personal loans or loans of its assets to
persons who control or are under the common control with the Fund, except
to the extent permitted by 1940 Act Laws, Interpretations and Exemptions.
This restriction does not prevent the Fund from, among other things,
purchasing debt obligations, entering into repurchase agreements, loaning
its assets to broker-dealers or institutional investors, or investing in
loans, including assignments and participation interests."

DISCUSSION:

The Funds' current fundamental restriction on lending securities and making
loans lists the percentage standards set forth in the 1940 Act for lending
securities and making loans. The proposed modified policy adopts the same 1940
Act standards. However, by not listing the percentage limitations, the proposed
policy would change automatically if the 1940 Act Laws, Interpretations, and
Exemptions were to change. The proposed change to this fundamental restriction
also is intended to promote uniformity with the analogous fundamental
restriction of other AIM Funds.

If you approve the proposed change, the following non-fundamental
investment restriction will become effective for the Funds:

"In complying with the fundamental restriction with regard to making
loans, the Fund may lend up to 33 1/3% of its total assets and may lend
money to an AIM Fund, on such terms and conditions as the SEC may require
in an exemptive order."

PROPOSAL 3H

MODIFICATION OF FUNDAMENTAL RESTRICTION
ON INVESTMENTS IN INVESTMENT COMPANIES

WHICH FUNDS' SHAREHOLDERS WILL VOTE ON THIS PROPOSAL?

Proposal 3H applies to shareholders of AIM V.I. Dynamics Fund, AIM V.I.
Financial Services Fund, AIM V.I. Global Health Care Fund, AIM V.I. Leisure
Fund, AIM V.I. Technology Fund and AIM V.I. Utilities Fund.

WHAT ARE THE PROPOSED CHANGES?

Upon the approval of Proposal 3H, the existing fundamental policy on
investments in other investment companies would be changed to read as follows:

"The Fund may, notwithstanding any other fundamental investment policy
or limitation, invest all of its assets in the securities of a single open-
end management investment company with substantially the same fundamental
investment objectives, policies and restrictions as the Fund."

DISCUSSION:

The proposed changes to this fundamental restriction would limit the scope
of the Funds' current restriction on investment in investment companies. The
current fundamental restriction permits the Funds to invest all of their assets
in an open-end management investment company managed by AIM or an affiliate or
successor thereof, with substantially the same investment objective, policies
and limitations as the Fund, whereas the proposed fundamental restriction would
permit these types of investments regardless of whether the investment company
were managed by AIM. The proposed change to this fundamental restriction also is
intended to promote uniformity with the analogous fundamental restriction of
other AIM Funds.

If you approve the proposed restriction, each Fund will have the ability to
invest all of its assets in another open-end investment company whether or not
managed by AIM or an AIM affiliate. Because the Funds do not currently intend to
do so, the following non-fundamental investment restriction will become
effective for the Funds:

"Notwithstanding the fundamental restriction with regard to investing
all assets in an open-end fund, the Fund may not invest all of its assets
in the securities of a single open-end management investment company with
the same fundamental investment objective, policies, and restrictions as
the Fund."

WHEN WILL PROPOSALS 3A THROUGH 3H BE IMPLEMENTED?

If the holders of a majority of the respective Fund's outstanding voting
securities (as defined in the 1940 Act) approve each of the above proposals, the
proposed fundamental investment restrictions will replace the Funds' current
fundamental investment restrictions.

Accordingly, the proposed fundamental investment restrictions, along with
the current fundamental investment restrictions that have not changed, will
become the fundamental investment restrictions under which the Funds will
operate. The Board anticipates that these proposals, if approved, will be
effective on or about May 1, 2008, upon appropriate disclosure being made in the
Funds' Prospectus and Statement of Additional Information.

WHAT IS THE BOARD'S RECOMMENDATION ON PROPOSALS 3A THROUGH 3H?

The Board, including the independent trustees of the Board, unanimously
recommends that you vote "FOR" Proposals 3A through 3H.

PROPOSAL 4

APPROVAL OF A CHANGE IN THE SUB-CLASSIFICATION UNDER THE 1940 ACT FROM A
DIVERSIFIED FUND TO A NON-DIVERSIFIED FUND AND ELIMINATION OF A RELATED
INVESTMENT RESTRICTION

WHICH FUNDS' SHAREHOLDERS WILL VOTE ON PROPOSAL 4?

Proposal 4 applies only to shareholders of AIM V.I. Financial Services
Fund.

WHAT AM I BEING ASKED TO APPROVE?

AIM V.I. Financial Services Fund is currently sub-classified as a
"diversified" fund for purposes of Section 5(b)(1) of the 1940 Act. As a
diversified fund, AIM V.I. Financial Services Fund is limited as to the amount
it may invest in any single issuer. Specifically, for 75% of its total assets,
the Fund currently may not invest in a security if, as a result of such
investment, more than 5% of its total assets (calculated at the time of
purchase) would be invested in securities of any one issuer. In addition, for
75% of its total assets, the Fund may not hold more than 10% of the outstanding
voting securities of any one issuer. The restrictions in Section 5(b)(1) do not
apply to U.S. government securities, securities of other investment companies,
cash and cash items.

AIM V.I. Financial Services Fund currently has in place a fundamental
investment limitation on diversification. This limitation (which may only be
changed with shareholder approval) provides that the Fund "may not with respect
to 75% of the Fund's total assets, purchase the securities of any issuer (other
than securities issued or guaranteed by the U.S. government or any of its
agencies or instrumentalities, or securities of other investment companies) if,
as a result, (i) more than 5% of the Fund's total assets would be invested in
the securities of that issuer, or (ii) the Fund would hold more than 10% of the
outstanding voting securities of that issuer."

At the Special Meeting, shareholders of AIM V.I. Financial Services Fund
will be asked to approve a change in the sub-classification of the Fund under
the 1940 Act from a "diversified" fund to a "non-diversified" fund and to
eliminate the investment limitation on diversification. If approved by
shareholders, the Fund will no longer be subject to the diversification
limitation, however, the Fund will continue to be subject to Federal tax
diversification restrictions (see below).

HOW WILL THE PROPOSED CHANGE TO THE FUND'S SUB-CLASSIFICATION BENEFIT MY FUND?

Changing AIM V.I. Financial Services Fund's status to non-diversified would
provide AIM, the Fund's investment adviser, with enhanced flexibility in
managing the assets of the Fund. Specifically, the Fund's portfolio managers
will be able to invest a greater percentage of the overall portfolio in
positions which individually are more than 5% of the Fund's total assets. The
improved flexibility will allow more optimal position sizing under the Fund's
current investment strategy. Additionally, the Fund will have increased ability
to hold positions that exceed the benchmark weights of several large benchmark
constituents. Most of the Fund's peers are currently classified as non-
diversified, and thus already have this expanded flexibility. The portfolio
managers expect that a change in status from diversified to non-diversified
should help bolster the Fund's competitiveness relative to its benchmark and
peers.

If Proposal 4 is approved by AIM V.I. Financial Services Fund's
shareholders, the Fund would be permitted to invest a greater portion of its
assets in fewer issuers. Shareholders should note that if the change in the
Fund's sub-classification to "non-diversified" is

approved, the Fund's investment risk may increase. This is because the
investment return on a non-diversified fund typically is dependent upon the
performance of a smaller number of securities relative to the number held in a
diversified fund. A non-diversified fund can invest a greater portion of its
assets in a single issuer and may invest in a smaller number of issuers than a
diversified fund. Consequently, a non-diversified fund is more susceptible to
adverse developments affecting any single issuer held in its portfolio than a
diversified fund, and may be more susceptible to greater losses because of such
developments. Accordingly, if Proposal 4 is approved on behalf of the Fund, the
Fund would be subject to greater risk than it currently is subject to as a
diversified fund. The Fund's portfolio managers have no present intention to
change the Fund's investment strategy, which indicates that the Fund will
normally own 35 to 50 stocks.

Although AIM V.I. Financial Services Fund would no longer be subject to the
1940 Act diversification restrictions if shareholders approve Proposal 4, the
Fund will continue to be subject to Federal tax diversification restrictions of
Subchapter M of the Internal Revenue Code of 1986, as amended (the "IRC"). For
purposes of the IRC, the Fund operates as a series "regulated investment
company." As such, the Fund must meet certain diversification requirements,
including the requirement that, in general, at least 50% of the market value of
the Fund's total assets at the close of each quarter of the Fund's taxable year
must be invested in cash, cash equivalents, U.S. government securities,
securities of other regulated investment companies, and securities of issuers
(including foreign governments) with respect to which the Fund has invested no
more than 5% of its total assets in securities of any one issuer and owns no
more than 10% of the outstanding voting securities of any issuer. The Fund also
must invest no more than 25% of the value of its total assets in securities
(other than U.S. government securities and securities of other regulated
investment companies) of any one issuer or of two or more issuers that the Fund
controls and are engaged in the same, similar or related trades or businesses
or, collectively, in the securities of certain publicly traded partnerships.
These limits apply only as of the close of each quarter of the Fund's taxable
year. These Federal tax diversification requirements may change in the future
without shareholder approval.

If Proposal 4 is approved by shareholders, AIM V.I. Financial Services Fund
would still be required to comply with Section 12(d)(3) and Rule 12d3-1 of the
1940 Act for purchases of securities issued by persons engaged in securities
related activities. Under the 1940 Act, a person's activities as a broker, a
dealer, an underwriter, an investment adviser registered under the Investment
Advisers Act of 1940, or as an investment adviser to a registered investment
company are considered to be securities related activities ("Securities Related
Activities"). The Fund may acquire any security issued by any person that, in
its most recent fiscal year, derived 15% or less of its gross revenues from
Securities Related Activities unless the Fund would control the person after the
acquisition. Moreover, the Fund may acquire any security issued by any person
that, in its most recent fiscal year, derived more than 15% of its gross
revenues from Securities Related Activities provided that (1) immediately after
the acquisition of any equity security, the Fund owns not more than 5% of the
outstanding securities of a class of the issuer's equity securities, (2)
immediately after the acquisition of any debt security, the Fund owns not more
than 10% of the outstanding principal amount of the issuer's debt securities,
and (3) immediately after such acquisition, the Fund has not invested more than
5% of the value of its total assets in securities of the issuer.

WHEN WILL PROPOSAL 4 BE IMPLEMENTED?

The Board for AIM V.I. Financial Services Fund anticipates that this
proposal, if approved, will be effective on or about May 1, 2008, upon
appropriate disclosure being made in the Fund's Prospectus and Statement of
Additional Information.

WHAT IS THE BOARD'S RECOMMENDATION ON PROPOSAL 4?

At in-person meetings held on December 12-13, 2007, the Board for AIM V.I.
Financial Services Fund considered the recommendation of AIM to change the
Fund's sub-classification under the 1940 Act to a non-diversified company and to
eliminate the Fund's related investment restriction. The Board considered all
relevant factors, including the potential impact of Proposal 4 on the Fund.
Following its consideration of these matters, the Board unanimously approved the
proposed change in the Fund's sub-classification to "non-diversified" and the
elimination of the Fund's related investment restriction.

The Board for AIM V.I. Financial Services Fund, including the independent
trustees of the Board, unanimously recommends that you vote "FOR" Proposal 4.

PROPOSAL 5

APPROVAL OF MAKING THE FUNDS' INVESTMENT
OBJECTIVE(S) NON-FUNDAMENTAL

WHICH FUNDS' SHAREHOLDERS WILL VOTE ON PROPOSAL 5?

Proposal 5 applies to shareholders of AIM V.I. Dynamics Fund, AIM V.I.
Financial Services Fund, AIM V.I. Global Health Care Fund, AIM V.I. Leisure
Fund, AIM V.I. Technology Fund and AIM V.I. Utilities Fund.

WHAT AM I BEING ASKED TO APPROVE?

The investment objective(s) of each Fund is fundamental; therefore, any
change to it requires shareholder approval. The Board recommends that you
approve making each Fund's current investment objective(s) non-fundamental. The
current investment objective(s) for each Fund is set forth in the table below.

<Table>
<Caption>
NAME OF FUND CURRENT INVESTMENT OBJECTIVE(S)
- ------------ -------------------------------

AIM V.I. Dynamics Fund The Fund's investment objective is long-term capital growth.
AIM V.I. Financial Services Fund Each Fund's investment objective is capital growth.
AIM V.I. Global Health Care Fund
AIM V.I. Leisure Fund
AIM V.I. Technology Fund
AIM V.I. Utilities Fund The Fund's investment objectives are capital growth and income.
</Table>

HOW WILL MAKING THE FUNDS' INVESTMENT OBJECTIVE(S) NON-FUNDAMENTAL BENEFIT MY
FUND?

Making the Funds' investment objective(s) non-fundamental gives the Board
the additional flexibility to make appropriate changes to the investment
objective(s) to respond to new developments and changing trends in the market
place without the commensurate expense of seeking a shareholder vote. If made
non-fundamental, the Board would be able to modify the Funds' investment
objectives when deemed appropriate. The Board does not anticipate making changes
to the investment objective(s) of the Funds at the present time, but may, if
warranted, propose such changes in the future. In the event the Board were to
change a Fund's investment objective(s), shareholders would receive at least 60
days advance notice prior to the change being implemented.

WHEN WILL PROPOSAL 5 BE IMPLEMENTED?

The Board anticipates that this proposal, if approved, will be effective on
or about May 1, 2008, upon appropriate disclosure being made in the Funds'
Prospectuses and Statements of Additional Information.

WHAT IS THE BOARD'S RECOMMENDATION ON PROPOSAL 5?

The Board, including the independent trustees of the Board, unanimously
recommends that you vote "FOR" Proposal 5.

PROPOSAL 6

APPROVAL OF AN AMENDMENT TO THE AGREEMENT AND DECLARATION OF TRUST TO
PERMIT THE BOARD TO TERMINATE THE TRUST, FUND OR CLASS WITHOUT A SHAREHOLDER
VOTE

WHICH FUNDS' SHAREHOLDERS WILL VOTE ON PROPOSAL 6?

Proposal 6 applies to the shareholders of all Funds.

WHAT AM I BEING ASKED TO APPROVE?

The Trust and each Fund is governed by an Amended and Restated Agreement
and Declaration of Trust, as amended ("Declaration of Trust"), and Amended and
Restated Bylaws, as amended. Currently under the Declaration of Trust, the
Trust, a Fund or share class of a Fund may be terminated by: (i) a shareholder
vote of the Trust or the affected Fund or share class, respectively; or (ii) if
there are fewer than 100 shareholders of record of the Trust, Fund or share
class, the trustees of the Trust.

The Board recommends that you approve an amendment to the Declaration of
Trust that would eliminate the requirement that shareholders approve the
termination of the Trust, a Fund or share class if there are 100 or more holders
of record of the Trust, Fund or share class. Therefore, if Proposal 6 is
approved, the Board will be able to terminate the Trust, any Fund within the
Trust or any share class of such a Fund without incurring the expense of
obtaining shareholder approval, regardless of the number of shareholders of
record.

Exhibit G sets forth the current text of the first paragraph of Section 6.1
of Article VI of the Declaration of Trust. Section 6.1(iii) is the provision of
the Declaration of Trust that requires a shareholder vote in order to approve
the termination of the Trust, a Fund or share class if there are 100 or more
holders of record of the Trust, Fund or share class. Section 6.1(vi) requires a
shareholder vote in order to

amend any portion of Section 6.1. Therefore, you are being asked to approve an
amendment to Section 6.1 of the Trust's Declaration of Trust that would replace
the first paragraph of existing Section 6.1 in its entirety with the following:

"SECTION 6.1 Voting Powers. The Shareholders shall have power to
vote only to: (i) elect Trustees, provided that a meeting of Shareholders
has been called for that purpose; (ii) remove Trustees, provided that a
meeting of Shareholders has been called for that purpose; (iii) approve the
sale of all or substantially all the assets of the Trust or any Portfolio
or Class, unless the primary purpose of such sale is to change the Trust's
domicile or form of organization or form of statutory trust; (iv) approve
the merger or consolidation of the Trust or any Portfolio or Class with and
into another Company or with and into any Portfolio or Class of the Trust,
unless (A) the primary purpose of such merger or consolidation is to change
the Trust's domicile or form of organization or form of statutory trust, or
(B) after giving effect to such merger or consolidation, based on the
number of Outstanding Shares as of a date selected by the Trustees, the
Shareholders of the Trust or such Portfolio or Class will have a majority
of the outstanding shares of the surviving Company or Portfolio or Class
thereof, as the case may be; (v) approve any amendment to this Article VI,
Section 6.1; and (vi) approve such additional matters as may be required by
law or as the Trustees, in their sole discretion, shall determine."

HOW WILL THE PROPOSED CHANGE BENEFIT MY FUND?

Elimination of the shareholder approval requirement to terminate the Trust,
a Fund or share class of a Fund gives the Board the flexibility to terminate the
Trust, a Fund or share class of a Fund if circumstances warrant without the
commensurate expense of seeking a shareholder vote. Such circumstances may
include, among others, an inability to market a Fund in current economic
conditions or when the costs of managing a Fund exceed any benefits its
shareholders may receive. Neither state law nor the 1940 Act require shareholder
approval prior to the termination of the Trust, a Fund or share class. The Board
would terminate the Trust, a Fund or share class only if they found that doing
so was in the best interests of the shareholders of the Trust, Fund or share
class, as applicable.

In the event the Board were to terminate the Trust, a Fund or share class,
shareholders would receive notice prior to such termination. Termination of a
Fund or share class involves liquidating such Fund or share class, as
applicable. Termination of the Trust involves deregistering the Trust as an
investment company and, following such deregistration, dissolving it under
Delaware law.

WHEN WILL PROPOSAL 6 BE IMPLEMENTED?

If Proposal 6 is approved, the amendment to the Trust's Declaration of
Trust will become effective on or about May 1, 2008.

WHAT IS THE BOARD'S RECOMMENDATION ON PROPOSAL 6?

The Board, including the independent trustees of the Board, unanimously
recommends that you vote "FOR" Proposal 6.

PENDING LITIGATION

Civil lawsuits, including a regulatory proceeding and purported class
action and shareholder derivative suits, have been filed against certain of the
AIM Funds, AIM, INVESCO Funds Group, Inc. ("IFG"), A I M Distributors, Inc.
("ADI") and/or related entities and individuals, depending on the lawsuit,
alleging among other things: (i) that the defendants permitted improper market
timing and related activity in the AIM Funds; and (ii) that certain funds
inadequately employed fair value pricing. Additional civil lawsuits related to
the above or other matters may be filed by regulators or private litigants
against the AIM Funds, IFG, AIM, ADI and/or related entities and individuals in
the future.

You can find more detailed information concerning all of the above matters,
including the parties to the civil lawsuits and summaries of the various
allegations and remedies sought in such lawsuits, in the Funds' public filings
with the SEC and on AIM's internet website at http://www.aiminvestments.com.

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

ADDITIONAL INFORMATION

WHO IS THE FUNDS' INVESTMENT ADVISER AND ADMINISTRATOR?

A I M Advisors, Inc., 11 Greenway Plaza, Suite 100, Houston, Texas 77046-
1173, is the investment adviser and administrator for the Funds.

WHO ARE THE FUNDS' CURRENT SUB-ADVISERS?

Invesco Institutional (N.A.), Inc., One Midtown Plaza, 1360 Peachtree
Street, N.E. Atlanta, Georgia 30309, is the sub-adviser for AIM V.I. Global Real
Estate Fund.

WHO IS THE FUNDS' PRINCIPAL UNDERWRITER?

A I M Distributors, Inc., 11 Greenway Plaza, Suite 100, Houston, Texas
77046-1173, is the principal underwriter for each Fund.

WHO ARE THE OFFICERS OF THE TRUST?

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

HOW MANY SHARES OF THE FUNDS DOES MANAGEMENT OWN?

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 I.

DOES ANYONE OWN MORE THAN 5% OF A FUND?

A list of the name, address and percent ownership of each person who, as of
October 31, 2007, 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 J.

DO TRUSTEES OWN SHARES OF THE FUNDS?

The dollar range of equity securities beneficially owned by each trustee
and nominee as of October 31, 2007, (i) in each Fund and (ii) on an aggregate
basis, in all registered investment companies overseen by the trustee and
nominee within the AIM Funds complex, can be found in Exhibit K.

APPENDIX I

PRE-APPROVAL OF AUDIT AND NON-AUDIT SERVICES
POLICIES AND PROCEDURES

AS ADOPTED BY THE AUDIT COMMITTEES OF
THE AIM FUNDS (THE "FUNDS")
LAST AMENDED SEPTEMBER 18, 2006

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 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 Committees pre-approve the audit and
non-audit services provided to the Funds by each 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 Committees ("general pre-approval")
or require the specific pre-approval of the Audit Committees ("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 Committees. Additionally, any fees exceeding 110% of estimated pre-
approved fee levels provided at the time the service was pre-approved will also
require specific approval by the Audit Committees before payment is made. The
Audit Committees will also consider the impact of additional fees on the
Auditor's independence when determining whether to approve any additional fees
for previously pre-approved services.

The Audit Committees will annually review and generally pre-approve the
services that may be provided by each 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 Committees consider a different period and state otherwise. The
Audit Committees 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 Committees in fulfilling their responsibilities.

II. DELEGATION

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

III. AUDIT SERVICES

The annual audit services engagement terms will be subject to specific pre-
approval of the Audit Committees. 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 Committees
may grant either general or specific pre-approval of 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 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. NON-AUDIT SERVICES

The Audit Committees may provide either general or specific pre-approval of
any non-audit services to the Funds and its Service Affiliates if the Audit
Committees believe 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.

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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, compliance with ratings agency
requirements and interfund lending activities.

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.

No Auditor shall represent any Fund or any Service Affiliate before a tax
court, district court or federal court of claims.

Under rules adopted by the Public Company Accounting Oversight Board and
approved by the SEC, in connection with seeking Audit Committee pre-approval of
permissible Tax services, the Auditor shall:

1. Describe in writing to the Audit Committees, which writing may be
in the form of the proposed engagement letter:

a. The scope of the service, the fee structure for the
engagement, and any side letter or amendment to the engagement letter,
or any other agreement between the Auditor and the Fund, relating to
the service; and

b. Any compensation arrangement or other agreement, such as a
referral agreement, a referral fee or fee-sharing arrangement, between
the Auditor and any person (other than the Fund) with respect to the
promoting, marketing, or recommending of a transaction covered by the
service;

2. Discuss with the Audit Committees the potential effects of the
services on the independence of the Auditor; and

3. Document the substance of its discussion with the Audit Committees.

ALL OTHER AUDITOR SERVICES

The Audit Committees 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. PRE-APPROVAL FEE LEVELS OR ESTABLISHED AMOUNTS

Pre-approval of estimated fees or established amounts for services to be
provided by the Auditor under general or specific pre-approval policies will be
set periodically by the Audit Committees. Any proposed fees exceeding 110% of
the maximum estimated pre-approved fees or established amounts for pre-approved
audit and non-audit services will be reported to the Audit Committees at the
quarterly Audit Committees meeting and will require specific approval by the
Audit Committees before payment is made. 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 and in determining whether
to approve any additional fees exceeding 110% of the maximum pre-approved fees
or established amounts for previously pre-approved services.

VI. PROCEDURES

On an annual basis, A I M Advisors, Inc. ("AIM") will submit to the Audit
Committees 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 and such other information as the Audit Committee may
request.

Each request for services to be provided by the Auditor under the general
pre-approval of the Audit Committees 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 Committees. The Audit Committees will be informed at
the next quarterly scheduled Audit Committees meeting of any such services for
which the Auditor rendered an invoice and whether such services and fees had
been pre-approved and if so, by what means.

Each request to provide services that require specific approval by the
Audit Committees shall be submitted to the Audit Committees 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.

Each request to provide tax services under either the general or specific
pre-approval of the Audit Committees will describe in writing: (i) the scope of
the service, the fee structure for the engagement, and any side letter or
amendment to the engagement letter, or

I-2

any other agreement between the Auditor and the audit client, relating to the
service; and (ii) any compensation arrangement or other agreement between the
Auditor and any person (other than the audit client) with respect to the
promoting, marketing, or recommending of a transaction covered by the service.
The Auditor will discuss with the Audit Committees the potential effects of the
services on the Auditor's independence and will document the substance of the
discussion.

Non-audit services pursuant to the de minimis exception provided by the SEC
Rules will be promptly brought to the attention of the Audit Committees 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 Committees have 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.

EXHIBIT 1 TO PRE-APPROVAL OF AUDIT AND NON-AUDIT SERVICES POLICIES AND
PROCEDURES

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 service or product provided for a contingent fee or a commission

- Services related to marketing, planning, or opining in favor of the tax
treatment of confidential transactions or aggressive tax position
transactions, a significant purpose of which is tax avoidance

- Tax services for persons in financial reporting oversight roles at the
Fund

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

I-3

APPENDIX II

MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS

This contract is made as of May 1, 2008, by and among A I M Advisors, Inc.
(the "Adviser") and each of AIM Funds Management Inc., INVESCO Asset Management
Deutschland, GmbH, INVESCO Asset Management Ltd., Invesco Asset Management
(Japan) Limited, Invesco Australia Limited, Invesco Global Asset Management
(N.A.), Inc., Invesco Hong Kong Limited, Invesco Institutional (N.A.), Inc. and
Invesco Senior Secured Management, Inc. (each a "Sub-Adviser" and, collectively,
the "Sub-Advisers").

WHEREAS:

A) The Adviser has entered into an investment advisory agreement with
[NAME OF AIM REGISTRANT] (the "Trust"), an open-end management investment
company registered under the Investment Company Act of 1940, as amended
(the "1940 Act"), with respect to the funds set forth in Exhibit A attached
hereto (each a "Fund");

B) The Adviser is authorized to delegate certain, any or all of its
rights, duties and obligations under investment advisory agreements to sub-
advisers, including sub-advisers that are affiliated with the Adviser;

C) Each Sub-Adviser represents that it is registered with the U.S.
Securities and Exchange Commission ("SEC") as an investment adviser under
the Investment Advisers Act of 1940 ("Advisers Act") as an investment
adviser, or will be so registered prior to providing any services to any of
the Funds under this Contract, and engages in the business of acting as an
investment adviser; and

D) The Sub-Advisers and their affiliates have personnel in various
locations throughout the world and have been formed in part for the purpose
of researching and compiling information and recommendations on the
economies of various countries and securities of issuers located in such
countries or on various types of investments and investment techniques, and
providing investment advisory services in connection therewith.

NOW THEREFORE, in consideration of the promises and the mutual covenants
herein contained, it is agreed between the parties hereto as follows:

1. Appointment. The Adviser hereby appoints each Sub-Adviser as a
sub-adviser of each Fund for the period and on the terms set forth herein.
Each Sub-Adviser accepts such appointment and agrees to render the services
herein set forth, for the compensation herein provided.

2. Duties as Sub-Adviser. Subject to paragraph 7 below, the Adviser
may, in its discretion, appoint each Sub-Advisor to perform one or more of
the following services with respect to all or a portion of the investments
of each Fund. The services and the portion of the investments of each Fund
to be advised or managed by each Sub-Adviser shall be as agreed upon from
time to time by the Adviser and the Sub-Advisers. Each Sub-Adviser shall
pay the salaries and fees of all personnel of such Sub-Adviser performing
services for the Funds related to research, statistical and investment
activities.

(a) Investment Advice. If and to the extent requested by the
Adviser, each Sub-Adviser shall provide investment advice to one or
more of the Funds and the Adviser with respect to all or a portion of
the investments of such Fund(s) or with respect to various investment
techniques, and in connection with such advice shall furnish such
Fund(s) and the Adviser with such factual information, research
reports and investment recommendations as the Adviser may reasonably
require.

(b) Order Execution. If and to the extent requested by the
Adviser, each Sub-Adviser shall place orders for the purchase and sale
of portfolio securities or other investments for one or more of the
Funds. In so doing, each Sub-Adviser agrees that it shall comply with
paragraph 3 below.

(c) Discretionary Investment Management. If and to the extent
requested by the Adviser, each Sub-Adviser shall, subject to the
supervision of the Trust's Board of Trustees (the "Board") and the
Adviser, manage all or a portion of the investments of one or more of
the Funds in accordance with the investment objectives, policies and
limitations provided in the Trust's Registration Statement and such
other limitations as the Trust or the Adviser may impose with respect
to such Fund(s) by notice to the applicable Sub-Adviser(s) and
otherwise in accordance with paragraph 5 below. With respect to the
portion of the investments of a Fund under its management, each Sub-
Adviser is authorized to: (i) make investment decisions on behalf of
the Fund with regard to any stock, bond, other security or investment
instrument, including but not limited to foreign currencies, futures,
options and other derivatives, and with regard to borrowing money;
(ii) place orders for the purchase and sale of securities or other
investment instruments with such brokers and dealers as the Sub-
Adviser may select; and (iii) upon the request of the Adviser, provide
additional investment management services to the Fund, including but
not limited to managing the Fund's cash and cash equivalents and
lending securities on behalf of the Fund. In selecting brokers or
dealers to execute trades for the Funds, each Sub-Adviser will comply
with its written policies and procedures regarding brokerage and
trading, which policies and procedures shall have been approved by the
Board. All discretionary investment management and any other
activities of each Sub-Adviser shall at all times be subject to the
control and direction of the Adviser and the Board.

3. Broker-Dealer Relationships. Each Sub-Adviser agrees that, in
placing orders with brokers and dealers, it will attempt to obtain the best
net result in terms of price and execution. Consistent with this
obligation, each Sub-Adviser may, in its discretion,

II-1

purchase and sell portfolio securities from and to brokers and dealers who
sell shares of the Funds or provide the Funds, the Adviser's other clients,
or a Sub-Adviser's other clients with research, analysis, advice and
similar services. Each Sub-Adviser may pay to brokers and dealers, in
return for such research and analysis, a higher commission or spread than
may be charged by other brokers and dealers, subject to such Sub-Adviser
determining in good faith that such commission or spread is reasonable in
terms either of the particular transaction or of the overall responsibility
of the Adviser and such Sub-Adviser to the Funds and their other clients
and that the total commissions or spreads paid by each Fund will be
reasonable in relation to the benefits to the Fund over the long term. In
no instance will portfolio securities be purchased from or sold to a Sub-
Adviser, or any affiliated person thereof, except in accordance with the
applicable securities laws and the rules and regulations thereunder and any
exemptive orders currently in effect. Whenever a Sub-Adviser simultaneously
places orders to purchase or sell the same security on behalf of a Fund and
one or more other accounts advised by such Sub-Adviser, such orders will be
allocated as to price and amount among all such accounts in a manner
believed to be equitable to each account.

4. Books and Records. Each Sub-Adviser will maintain all required
books and records with respect to the securities transactions of the Funds,
and will furnish the Board and the Adviser with such periodic and special
reports as the Board or the Adviser reasonably may request. Each Sub-
Adviser hereby agrees that all records which it maintains for the Adviser
are the property of the Adviser, and agrees to preserve for the periods
prescribed by applicable law any records which it maintains for the Adviser
and which are required to be maintained, and further agrees to surrender
promptly to the Adviser any records which it maintains for the Adviser upon
request by the Adviser.

5. Further Duties.

(a) In all matters relating to the performance of this Contract, each
Sub-Adviser will act in conformity with the Agreement and Declaration of
Trust, By-Laws and Registration Statement of the Trust and with the
instructions and directions of the Adviser and the Board and will comply
with the requirements of the 1940 Act, the rules, regulations, exemptive
orders and no-action positions thereunder, and all other applicable laws
and regulations.

(b) Each Sub-Adviser shall maintain compliance procedures for the
Funds that it and the Adviser reasonably believe are adequate to ensure
compliance with the federal securities laws (as defined in Rule 38a-1 of
the 1940 Act) and the investment objective(s) and policies as stated in the
Funds' prospectuses and statements of additional information. Each Sub-
Adviser at its expense will provide the Adviser or the Trust's Chief
Compliance Officer with such compliance reports relating to its duties
under this Contract as may be requested from time to time. Notwithstanding
the foregoing, each Sub-Adviser will promptly report to the Adviser any
material violations of the federal securities laws (as defined in Rule 38a-
1 of the 1940 Act) that it is or should be aware of or of any material
violation of the Sub-Adviser's compliance policies and procedures that
pertain to the Funds.

(c) Each Sub-Adviser at its expense will make available to the Board
and the Adviser at reasonable times its portfolio managers and other
appropriate personnel, either in person or, at the mutual convenience of
the Adviser and the Sub-Adviser, by telephone, in order to review the
investment policies, performance and other investment related information
regarding the Funds and to consult with the Board and the Adviser regarding
the Funds' investment affairs, including economic, statistical and
investment matters related to the Sub-Adviser's duties hereunder, and will
provide periodic reports to the Adviser relating to the investment
strategies it employs. Each Sub-Adviser and its personnel shall also
cooperate fully with counsel and auditors for, and the Chief Compliance
Officer of, the Adviser and the Trust.

(d) Each Sub-Adviser will assist in the fair valuation of portfolio
securities held by the Funds. The Sub-Adviser will use its reasonable
efforts to provide, based upon its own expertise, and to arrange with
parties independent of the Sub-Adviser such as broker-dealers for the
provision of, valuation information or prices for securities for which
prices are deemed by the Adviser or the Trust's administrator not to be
readily available in the ordinary course of business from an automated
pricing service. In addition, each Sub-Adviser will assist the Funds and
their agents in determining whether prices obtained for valuation purposes
accurately reflect market price information relating to the assets of the
Funds at such times as the Adviser shall reasonably request, including but
not limited to, the hours after the close of a securities market and prior
to the daily determination of a Fund's net asset value per share.

(e) Each Sub-Adviser represents and warrants that it has adopted a
code of ethics meeting the requirements of Rule 17j-1 under the 1940 Act
and the requirements of Rule 204A-1 under the Advisers Act and has provided
the Adviser and the Board a copy of such code of ethics, together with
evidence of its adoption, and will promptly provide copies of any changes
thereto, together with evidence of their adoption. Upon request of the
Adviser, but in any event no less frequently than annually, each Sub-
Adviser will supply the Adviser a written report that (A) describes any
issues arising under the code of ethics or procedures since the Sub-
Adviser's last report, including but not limited to material violations of
the code of ethics or procedures and sanctions imposed in response to the
material violations; and (B) certifies that the procedures contained in the
Sub-Adviser's code of ethics are reasonably designed to prevent "access
persons" from violating the code of ethics.

(f) Upon request of the Adviser, each Sub-Adviser will review draft
reports to shareholders and other documents provided or available to it and
provide comments on a timely basis. In addition, each Sub-Adviser and each
officer and portfolio manager thereof designated by the Adviser will
provide on a timely basis such certifications or sub-certifications as the
Adviser may reasonably

II-2

request in order to support and facilitate certifications required to be
provided by the Trust's Principal Executive Officer and Principal Financial
Officer and will adopt such disclosure controls and procedures in support
of the disclosure controls and procedures adopted by the Trust as the
Adviser, on behalf of the Trust, deems are reasonably necessary.

(g) Unless otherwise directed by the Adviser or the Board, each Sub-
Adviser will vote all proxies received in accordance with the Adviser's
proxy voting policy or, if the Sub-Adviser has a proxy voting policy
approved by the Board, the Sub-Adviser's proxy voting policy. Each Sub-
Adviser shall maintain and shall forward to the Funds or their designated
agent such proxy voting information as is necessary for the Funds to timely
file proxy voting results in accordance with Rule 30b1-4 of the 1940 Act.

(h) Each Sub-Adviser shall provide the Funds' custodian on each
business day with information relating to all transactions concerning the
assets of the Funds and shall provide the Adviser with such information
upon request of the Adviser.

6. Services Not Exclusive. The services furnished by each Sub-Adviser
hereunder are not to be deemed exclusive and such Sub-Adviser shall be free
to furnish similar services to others so long as its services under this
Contract are not impaired thereby. Nothing in this Contract shall limit or
restrict the right of any director, officer or employee of a Sub-Adviser,
who may also be a Trustee, officer or employee of the Trust, to engage in
any other business or to devote his or her time and attention in part to
the management or other aspects of any other business, whether of a similar
nature or a dissimilar nature.

7. Use of Subsidiaries and Affiliates. Each Sub-Adviser may perform
any or all of the services contemplated hereunder, including but not
limited to providing investment advice to the Funds pursuant to paragraph
2(a) above and placing orders for the purchase and sale of portfolio
securities or other investments for the Funds pursuant to paragraph 2(b)
above, directly or through such of its subsidiaries or other affiliates,
including each of the other Sub-Advisers, as such Sub-Adviser shall
determine; provided, however, that performance of such services through
such subsidiaries or other affiliates shall have been approved, when
required by the 1940 Act, by (i) a vote of a majority of the independent
Trustees who are not parties to this Contract or "interested persons" (as
defined in the 1940 Act) of a party to this Contract, other than as Board
members ("Independent Trustees"), cast in person at a meeting called for
the purpose of voting on such approval, and/or (ii) a vote of a majority of
that Fund's outstanding voting securities.

8. Compensation.

(a) The only fees payable to the Sub-Advisers under this Contract are
for providing discretionary investment management services pursuant to
paragraph 2(c) above. For such services, the Adviser will pay each Sub-
Adviser a fee, computed daily and paid monthly, equal to (i) 40% of the
monthly compensation that the Adviser receives from the Trust pursuant to
its advisory agreement with the Trust, multiplied by (ii) the fraction
equal to the net assets of such Fund as to which the Sub-Adviser shall have
provided discretionary investment management services pursuant to paragraph
2(c) above for that month divided by the net assets of such Fund for that
month. This fee shall be payable on or before the last business day of the
next succeeding calendar month. This fee shall be reduced to reflect
contractual or voluntary fee waivers or expense limitations by the Adviser,
if any, in effect from time to time as set forth in paragraph 9 below. In
no event shall the aggregate monthly fees paid to the Sub-Advisers under
this Contract exceed 40% of the monthly compensation that the Adviser
receives from the Trust pursuant to its advisory agreement with the Trust,
as reduced to reflect contractual or voluntary fee waivers or expense
limitations by the Adviser, if any.

(b) If this Contract becomes effective or terminates before the end of
any month, the fees for the period from the effective date to the end of
the month or from the beginning of such month to the date of termination,
as the case may be, shall be prorated according to the proportion which
such period bears to the full month in which such effectiveness or
termination occurs.

(c) If a Sub-Adviser provides the services under paragraph 2(c) above
to a Fund for a period that is less than a full month, the fees for such
period shall be prorated according to the proportion which such period
bears to the applicable full month.

9. Fee Waivers and Expense Limitations. If, for any fiscal year of a
Fund, the amount of the advisory fee which such Fund would otherwise be
obligated to pay to the Adviser is reduced because of contractual or
voluntary fee waivers or expense limitations by the Adviser, the fee
payable to each Sub-Adviser pursuant to paragraph 8 above shall be reduced
proportionately; and to the extent that the Adviser reimburses the Fund as
a result of such expense limitations, such Sub-Adviser shall reimburse the
Adviser that proportion of such reimbursement payments which the fee
payable to each Sub-Adviser pursuant to paragraph 8 above bears to the
advisory fee under this Contract.

10. Limitation of Liability of Sub-Adviser and Indemnification. No
Sub-Adviser shall be liable for any costs or liabilities arising from any
error of judgment or mistake of law or any loss suffered by a Fund or the
Trust in connection with the matters to which this Contract relates except
a loss resulting from willful misfeasance, bad faith or gross negligence on
the part of such Sub-Adviser in the performance by such Sub-Adviser of its
duties or from reckless disregard by such Sub-Adviser of its obligations
and duties under this Contract. Any person, even though also an officer,
partner, employee, or agent of a Sub-Adviser, who may be or become a
Trustee, officer, employee or agent of the Trust, shall be deemed, when
rendering services to a Fund or the Trust or acting with respect to any
business of a Fund or the Trust, to be rendering such service to or acting
solely for the Fund or the Trust and not as an officer, partner, employee,
or agent or one under the control or direction of such Sub-Adviser even
though paid by it.

II-3

11. Duration and Termination.

(a) This Contract shall become effective with respect to each Sub-
Adviser upon the later of the date hereabove written and the date that such
Sub-Adviser is registered with the SEC as an investment adviser under the
Advisers Act, if a Sub-Adviser is not so registered as of the date
hereabove written; provided, however, that this Contract shall not take
effect with respect to any Fund unless it has first been approved (i) by a
vote of a majority of the Independent Trustees, cast in person at a meeting
called for the purpose of voting on such approval, and (ii) by vote of a
majority of that Fund's outstanding voting securities, when required by the
1940 Act.

(b) Unless sooner terminated as provided herein, this Contract shall
continue in force and effect until June 30, 2009. Thereafter, if not
terminated, with respect to each Fund, this Contract shall continue
automatically for successive periods not to exceed twelve months each,
provided that such continuance is specifically approved at least annually
(i) by a vote of a majority of the Independent Trustees, cast in person at
a meeting called for the purpose of voting on such approval, and (ii) by
the Board or by vote of a majority of the outstanding voting securities of
that Fund.

(c) Notwithstanding the foregoing, with respect to any Fund(s) or any
Sub-Adviser(s), this Contract may be terminated at any time, without the
payment of any penalty, (i) by vote of the Board or by a vote of a majority
of the outstanding voting securities of such Fund(s) on sixty days' written
notice to such Sub-Adviser(s); or (ii) by the Adviser on sixty days'
written notice to such Sub-Adviser(s); or (iii) by a Sub-Adviser on sixty
days' written notice to the Trust. Should this Contract be terminated with
respect to a Sub-Adviser, the Adviser shall assume the duties and
responsibilities of such Sub-Adviser unless and until the Adviser appoints
another Sub- Adviser to perform such duties and responsibilities.
Termination of this Contract with respect to one or more Fund(s) or Sub-
Adviser(s) shall not affect the continued effectiveness of this Contract
with respect to any remaining Fund(s) or Sub-Adviser(s). This Contract will
automatically terminate in the event of its assignment.

12. Amendment. No provision of this Contract may be changed, waived,
discharged or terminated orally, but only by an instrument in writing
signed by the party against which enforcement of the change, waiver,
discharge or termination is sought, and, when required by the 1940 Act, no
amendment of this Contract shall be effective until approved by vote of a
majority of the Fund's outstanding voting securities.

13. Notices. Any notices under this Contract shall be in writing,
addressed and delivered, telecopied or mailed postage paid, to the other
party entitled to receipt thereof at such address as such party may
designate for the receipt of such notice. Until further notice to the other
party, it is agreed that the address of the Trust and the Adviser shall be
11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173. Until further
notice to the other party, it is agreed that the address of each Sub-
Adviser shall be set forth in Exhibit B attached hereto.

14. Governing Law. This Contract shall be construed in accordance
with the laws of the State of Texas and the 1940 Act. To the extent that
the applicable laws of the State of Texas conflict with the applicable
provisions of the 1940 Act, the latter shall control.

15. Multiple Sub-Advisory Agreements. This Contract has been signed
by multiple parties; namely the Adviser, on one hand, and each Sub-Adviser,
on the other. The parties have signed one document for administrative
convenience to avoid a multiplicity of documents. It is understood and
agreed that this document shall constitute a separate sub-advisory
agreement between the Adviser and each Sub-Adviser with respect to each
Fund, as if the Adviser and such Sub-Adviser had executed a separate sub-
advisory agreement naming such Sub-Adviser as a sub-adviser to each Fund.
With respect to any one Sub-Adviser, (i) references in this Contract to "a
Sub-Adviser" or to "each Sub-Adviser" shall be deemed to refer only to such
Sub-Adviser, and (ii) the term "this Contract" shall be construed according
to the foregoing provisions.

16. Miscellaneous. The captions in this Contract are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Contract shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of this Contract shall
not be affected thereby. This Contract shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors.
Any question of interpretation of any term or provision of this Contract
having a counterpart in or otherwise derived from a term or provision of
the 1940 Act or the Advisers Act shall be resolved by reference to such
term or provision of the 1940 Act or the Advisers Act and to
interpretations thereof, if any, by the United States Courts or in the
absence of any controlling decision of any such court, by rules,
regulations or orders of the (SEC) issued pursuant to said Acts. In
addition, where the effect of a requirement of the 1940 Act or the Advisers
Act reflected in any provision of the Contract is revised by rule,
regulation or order of the SEC, such provision shall be deemed to
incorporate the effect of such rule, regulation or order.

II-4

IN WITNESS WHEREOF, the parties hereto have caused this Contract to be
executed by their officers designated as of the day and year first above
written.

A I M ADVISORS, INC.

Adviser

By:
----------------------------------------------------------------------------
Name:
Title:

AIM FUNDS MANAGEMENT INC.

Sub-adviser

By:
----------------------------------------------------------------------------
Name:
Title:

INVESCO ASSET MANAGEMENT
DEUTSCHLAND, GMBH

Sub-adviser

By:
----------------------------------------------------------------------------
Name:
Title:

INVESCO ASSET MANAGEMENT LTD.

Sub-adviser

By:
----------------------------------------------------------------------------
Name:
Title:

INVESCO ASSET MANAGEMENT (JAPAN) LIMITED

Sub-adviser

By:
----------------------------------------------------------------------------
Name:
Title:

II-5

INVESCO AUSTRALIA LIMITED

Sub-adviser

By:
----------------------------------------------------------------------------
Name:
Title:

INVESCO GLOBAL ASSET MANAGEMENT (N.A.), INC.

Sub-adviser

By:
----------------------------------------------------------------------------
Name:
Title:

INVESCO HONG KONG LIMITED

Sub-adviser

By:
----------------------------------------------------------------------------
Name:
Title:

INVESCO INSTITUTIONAL (N.A.), INC.

Sub-adviser

By:
----------------------------------------------------------------------------
Name:
Title:

INVESCO SENIOR SECURED MANAGEMENT, INC.

Sub-adviser

By:
----------------------------------------------------------------------------
Name:
Title:

II-6

EXHIBIT A

FUNDS

[List all series portfolios]

II-7

EXHIBIT B

ADDRESSES OF SUB-ADVISERS

AIM Funds Management Inc.
5140 Yonge Street
Suite 900
Toronto, Ontario
Canada M2N 6X7

INVESCO Asset Management Deutschland, GmbH
Bleichstrasse 60-62
Frankfurt, Germany 60313

INVESCO Asset Management Ltd.
30 Finsbury Square
London, United Kingdom
EC2A 1AG

Invesco Asset Management (Japan) Limited

25(th) Floor, Shiroyama Trust Tower
3-1, Toranoman 4-chome, Minato-Ku
Tokyo, Japan 105-6025

Invesco Australia Limited

333 Collins Street, Level 26

Melbourne Victoria 3000, Australia

Invesco Global Asset Management (N.A.), Inc.

One Midtown Plaza
1360 Peachtree Street, N.E.
Atlanta, Georgia 30309

Invesco Hong Kong Limited

32(nd) Floor
Three Pacific Place
1 Queen's Road East
Hong Kong

Invesco Institutional (N.A.), Inc.

One Midtown Plaza
1360 Peachtree Street, N.E.
Atlanta, Georgia 30309

Invesco Senior Secured Management, Inc.

1166 Avenue of the Americas
New York, NY 10036

II-8

EXHIBIT A

SHARES OF AIM VARIABLE INSURANCE FUNDS
OUTSTANDING ON NOVEMBER 30, 2007

<Table>
<Caption>
NUMBER OF SHARES
OUTSTANDING ON
NAME OF FUND (CLASS) NOVEMBER 30, 2007
- -------------------- -----------------

AIM V.I. Basic Balanced Fund
Series I Shares............................................................ 4,936,611.97
Series II Shares........................................................... 438,588.75
AIM V.I. Basic Value Fund
Series I Shares............................................................ 29,922,973.64
Series II Shares........................................................... 23,036,605.29
AIM V.I. Capital Appreciation Fund
Series I Shares............................................................ 37,471,882.74
Series II Shares........................................................... 12,150,653.56
AIM V.I. Capital Development Fund
Series I Shares............................................................ 7,449,212.94
Series II Shares........................................................... 9,444,872.24
AIM V.I. Core Equity Fund
Series I Shares............................................................ 79,632,385.75
Series II Shares........................................................... 1,206,627.98
AIM V.I. Diversified Income Fund
Series I Shares............................................................ 4,677,355.84
Series II Shares........................................................... 73,900.94
AIM V.I. Dynamics Fund
Series I Shares............................................................ 6,402,996.14
Series II Shares........................................................... 508.74
AIM V.I. Financial Services Fund
Series I Shares............................................................ 6,325,196.95
Series II Shares........................................................... 249,758.44
AIM V.I. Global Health Care Fund
Series I Shares............................................................ 9,266,857.00
Series II Shares........................................................... 847,470.23
AIM V.I. Global Real Estate Fund
Series I Shares............................................................ 5,407,597.91
Series II Shares........................................................... 90,856.09
AIM V.I. Government Securities Fund
Series I Shares............................................................ 93,005,666.82
Series II Shares........................................................... 1,409,913.49
AIM V.I. High Yield Fund
Series I Shares............................................................ 8,291,491.34
Series II Shares........................................................... 107,772.21
AIM V.I. International Growth Fund
Series I Shares............................................................ 22,907,620.62
Series II Shares........................................................... 21,338,320.96
AIM V.I. Large Cap Growth Fund
Series I Shares............................................................ 7,905,051.42
Series II Shares........................................................... 80,179.99
</Table>

A-1

SHARES OF AIM VARIABLE INSURANCE FUNDS
OUTSTANDING ON NOVEMBER 30, 2007

<Table>
<Caption>
NUMBER OF SHARES
OUTSTANDING ON
NAME OF FUND (CLASS) NOVEMBER 30, 2007
- -------------------- -----------------

AIM V.I. Leisure Fund
Series I Shares............................................................ 3,152,964.18
Series II Shares........................................................... 681.54
AIM V.I. Mid Cap Core Equity Fund
Series I Shares............................................................ 39,861,114.59
Series II Shares........................................................... 5,281,287.56
AIM V.I. Money Market Fund
Series I Shares............................................................ 47,436,070.50
Series II Shares........................................................... 2,489,775.81
AIM V.I. Small Cap Equity Fund
Series I Shares............................................................ 10,079,545.51
Series II Shares........................................................... 1,677.98
AIM V.I. Technology Fund
Series I Shares............................................................ 10,581,761.08
Series II Shares........................................................... 8,664.14
AIM V.I. Utilities Fund
Series I Shares............................................................ 6,058,619.22
Series II Shares........................................................... 142,999.69
</Table>

A-2

EXHIBIT B

TRUSTEE COMPENSATION TABLE

Set forth below is information regarding compensation paid or accrued for
each trustee of each Trust who was not affiliated with AIM during the year ended
December 31, 2006. Also set forth below is information regarding compensation
paid to Russell C. Burk, the Funds' Senior Vice President and Senior Officer,
during the year ended December 31, 2006.

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

Bob R. Baker......................................... $35,001 $230,089 $177,882 $225,000
Frank S. Bayley...................................... 37,497 160,600 126,750 241,000
James T. Bunch....................................... 31,605 149,379 126,750 203,500
Bruce L. Crockett.................................... 62,618 83,163 126,750 402,000
Albert R. Dowden..................................... 37,660 105,204 126,750 242,000
Jack M. Fields....................................... 32,669 104,145 126,750 210,000
Carl Frischling(5)................................... 32,669 91,932 126,750 210,000
Prema Mathai-Davis................................... 33,860 102,401 126,750 217,500
Lewis F. Pennock..................................... 32,669 85,580 126,750 210,000
Ruth H. Quigley(6)................................... 37,660 187,330 126,750 242,000
Larry Soll........................................... 32,669 193,510 146,697 210,000
Raymond Stickel, Jr. ................................ 35,867 77,561 126,750 230,750

<Caption>
NAME OF OFFICER
- ---------------

Russell Burk......................................... $67,263 N/A N/A N/A
</Table>

- --------

(1) Amounts shown are as of the AIM Variable Insurance Funds' most recent
fiscal year end. The total amount of compensation deferred by all
trustees of AIM Variable Insurance Funds, during the fiscal year ended
December 31, 2006, including earnings, was $108,551.

(2) During the fiscal year ended December 31, 2006, the total amount of
expenses allocated to AIM Variable Insurance Funds, in respect of such
retirement benefits was $144,932.

(3) These amounts represent the estimated annual benefits payable by the AIM
Funds upon the trustee's retirement and assumes each trustee serves until
his or her normal retirement date.

(4) All trustees currently serve as trustees of 16 registered investment
companies advised by AIM.

(5) During the fiscal year ended December 31, 2006, AIM Variable Insurance
Funds paid $107,170 in legal fees to Kramer Levin Naftalis & Frankel LLP
("Kramer Levin") for services rendered by such firm as counsel to the
independent trustees of AIM Variable Insurance Funds. Mr. Frischling is a
partner of Kramer Levin.

(6) Miss Quigley will retire effective as of December 31, 2007.

B-1

EXHIBIT C

PRINCIPAL EXECUTIVE OFFICER AND DIRECTORS OF AFFILIATED SUB-ADVISERS

AIM FUNDS MANAGEMENT INC.

The following table provides information with respect to the principal
executive officer and the directors of AIM Funds Management Inc. The business
address of the principal executive officer and each director is 5140 Yonge
Street, Suite 900, Toronto, Ontario M2N 6X7.

<Table>
<Caption>
NAME POSITION PRINCIPAL OCCUPATION(S)
- ---- -------- -----------------------

Philip A. Taylor........... Director, President and Director, Chief Executive Officer and
Chief Executive Officer President, AIM Mutual Fund Dealer Inc.
(registered broker dealer), A I M Advisors,
Inc., AIM Funds Management Inc. d/b/a INVESCO
Enterprise Services (registered investment
advisor and registered transfer agent) and
1371 Preferred Inc. (holding company);
Director and Chief Executive Officer, AIM
Trimark Corporate Class Inc. (corporate mutual
fund company) and AIM Trimark Canada Fund Inc.
(corporate mutual fund company); Director,
Chairman, Chief Executive Officer and
President, A I M Management Group Inc. and
A I M Capital Management, Inc. (registered
investment advisor); Director and President,
INVESCO Funds Group, Inc. (registered
investment advisor and registered transfer
agent) and AIM GP Canada Inc. (general partner
for limited partnership); Director, A I M
Distributors, Inc. (registered broker dealer);
Director and Chairman, AIM Investment
Services, Inc. (registered transfer agent) and
INVESCO Distributors, Inc. (registered broker
dealer); Director, President and Chairman, IVZ
Callco Inc. (holding company), INVESCO Inc.
(holding company) and AIM Canada Holdings Inc.
(holding company); Trustee, President and
Principal Executive Officer, The AIM Family of
Funds(R) (other than AIM Treasurer's Series
Trust, Short-Term Investments Trust and Tax-
Free Investments Trust only); Trustee and
Executive Vice President, The AIM Family of
Funds(R) (AIM Treasurer's Series Trust, Short-
Term Investments Trust and Tax-Free
Investments Trust only); and Manager,
PowerShares Capital Management LLC.
David Colvin Warren........ Director, Chief Financial Vice President, 1371 Preferred Inc., AIM Funds
Officer and Executive Vice Management Inc., AIM Mutual Fund Dealer Inc.,
President INVESCO Inc. and IVZ Callco Inc.; Director,
AIM Canada Holdings Inc. and AIM GP Canada
Inc.; Senior Vice President and Chief
Administration Officer, A I M Advisors, Inc.,
A I M Capital Management, Inc. and AIM Private
Asset Management, Inc.; and Senior Vice
President, A I M Management Group Inc.
Peter Intraligi............ Director, Chief Operating Director and Senior Vice President, 1371
Officer and Executive Vice Preferred Inc.; Director, AIM Canada Holdings
President Inc.; Director, Chief Operating Officer and
Executive Vice President, AIM Funds Management
Inc. and IVZ Callco Inc; and Director and
Executive Vice President, INVESCO Inc.
Susan J. Han............... Director, General Counsel, Director, General Counsel, Senior Vice
Senior Vice President and President and Secretary, AIM Funds Management
Secretary Inc. and 1371 Preferred Inc.; Director and
Secretary, INVESCO Inc., AIM Canada Holdings
Inc., AIM Mutual Fund Dealer Inc., AIM GP
Canada Inc. and IVZ Callco Inc.; and Senior
Vice President, General Counsel and Secretary,
AIM Trimark Corporate Class Inc. and AIM
Trimark Canada Fund Inc.
Graham Anderson............ Director and Senior Vice Director and Senior Vice President,
President, Investments Investments Operations, AIM Funds Management
Operations Inc.
</Table>

C-1

INVESCO ASSET MANAGEMENT DEUTSCHLAND GMBH

The following table provides information with respect to the principal
executive officer and the directors of INVESCO Asset Management Deutschland
GmbH. The business address of the principal executive officer and each director
is Bleichstrasse 60-62, Frankfurt, Germany 60313.

<Table>
<Caption>
NAME POSITION PRINCIPAL OCCUPATION(S)
- ---- -------- -----------------------

Karl-Georg Bayer............ Managing Director Managing Director, INVESCO Asset Management
Deutschland GmbH.
Bernhard Langer............. Managing Director Managing Director, INVESCO Asset Management
Deutschland GmbH; and Director, INVESCO
Kapitalanlaegesellschaft mbH
Alexander Heinrich Lehmann.. Managing Director Managing Director, INVESCO Asset Management
Deutschland GmbH and President, INVESCO Asset
Management (Switzerland) Ltd.
Christian Puschmann......... Manager Director, INVESCO Holding Germany Ltd & Co OHG
and INVESCO Kapitalanlaegesellschaft mbH; and
Manager, INVESCO Asset Management Deutschland
GmbH.
</Table>

INVESCO ASSET MANAGEMENT LIMITED

The following table provides information with respect to the principal
executive officer and the directors of INVESCO Asset Management Limited. The
business address of the principal executive officer and each director is 30
Finsbury Square, London, EC2A 1AG, United Kingdom.

<Table>
<Caption>
NAME POSITION PRINCIPAL OCCUPATION(S)
- ---- -------- -----------------------

Robert John Duthie............ Director Director, Atlantic Wealth Management Ltd., C M
Investment Nominees Ltd., INVESCO
Administration Services Ltd., INVESCO Asset
Management Ltd., INVESCO Fund Managers Ltd.,
INVESCO Global Investment Funds Ltd., INVESCO
Group Ltd., INVESCO GT Asset Management PLC,
INVESCO North American Group Ltd., INVESCO
Pacific Group Ltd., INVESCO Pensions Ltd.,
INVESCO Savings Scheme (Nominees) Ltd.,
INVESCO Trustee Corporation Ltd., INVESCO UK
Holdings PLC, INVESCO UK Ltd., Perpetual
Administration Ltd., Perpetual plc, Perpetual
Portfolio Management Ltd., Perpetual Unit
Trust Management (Nominees) Ltd. and Sermon
Lane Nominees Ltd.
Roderick George Howard Ellis.. Director Director, Atlantic Wealth Management Ltd., C M
Investment Nominees Ltd., INVESCO
Administration Services Ltd., INVESCO Asset
Management Ltd., INVESCO Asset Management SA,
INVESCO CE SA, INVESCO CE Services SA, INVESCO
Continental Europe Holdings SA, INVESCO
Continental Europe Service Centre SA, INVESCO
Fund Managers Ltd., INVESCO Global Investment
Funds Ltd., INVESCO Group Ltd., INVESCO GT
Asset Management PLC, INVESCO Holland B.V.,
INVESCO International (Southern Africa) Ltd.,
INVESCO Pacific Group Ltd., INVESCO Pensions
Ltd., INVESCO Real Estate Ltd., INVESCO
Savings Scheme (Nominees) Ltd., INVESCO UK
Holdings PLC, INVESCO UK Ltd., Perpetual
Administration Ltd., Perpetual plc, Perpetual
Portfolio Management Ltd., Perpetual Unit
Trust Management (Nominees) Ltd. and Sermon
Lane Nominees Ltd.; Supervisory Board, INVESCO
Asset Management Oesterreich GmbH and INVESCO
Kapitalanlagegesellschaft mbH; Director and
Deputy Chairman, INVESCO Global Asset
Management (Bermuda) Ltd.; and Director, Chief
Executive Officer and President, INVESCO
Pacific Holdings Ltd.
</Table>

C-2

<Table>
<Caption>
NAME POSITION PRINCIPAL OCCUPATION(S)
- ---- -------- -----------------------

Robert John Yerbury........... Director Director and Chief Executive, Atlantic Wealth
Management Ltd., INVESCO Administration
Services Ltd., INVESCO Asset Management Ltd.,
INVESCO Fund Managers Ltd., INVESCO Global
Investment Funds Ltd., INVESCO Pension Ltd.
and Perpetual Portfolio Management Ltd.;
Director, INVESCO UK Ltd. and Perpetual plc;
and Executive Management Committee and Senior
Managing Director, Invesco Ltd.
John Rowland.................. Director Director, Atlantic Wealth Management Ltd.,
INVESCO Administration Services Ltd., INVESCO
Asset Management Ireland Ltd., INVESCO Asset
Management Ltd., INVESCO Fund Managers Ltd.,
INVESCO Global Distributors Ltd., INVESCO
Global Investment Funds Ltd., INVESCO
Management S.A., INVESCO UK Ltd., Investment
Fund Administrators Ltd. and Perpetual
Portfolio Management Ltd.
Graeme John Proudfoot......... Director Director, Atlantic Wealth Management Ltd., C M
Investment Nominees Ltd., INVESCO
Administration Services Ltd., INVESCO Asset
Management Ltd., INVESCO Fund Managers Ltd.,
INVESCO Global Investment Funds Ltd., INVESCO
Group Ltd., INVESCO GT Asset Management PLC,
INVESCO International Holdings Ltd., INVESCO
North American Group Ltd., INVESCO Pacific
Group Ltd., INVESCO Savings Scheme (Nominees)
Ltd., INVESCO Trustee Corporation Ltd.,
INVESCO UK Holdings PLC, INVESCO UK Ltd., IST
123 LTD, Lombard Place Securities Ltd.,
Perpetual Administration Ltd., Perpetual plc,
Perpetual Unit Trust Management (Nominees)
Ltd. and Sermon Lane Nominees Ltd.; Alternate
Director, INVESCO Japan Discovery Trust plc;
Director and Secretary, AMVESCAP Ltd. and
Atlantic Wealth Holdings Ltd.; Director and
Vice President, INVESCO Pacific Holdings Ltd.;
and Secretary, Royal Canoe Club Trust.
Ian David Trevers............. Director Director, INVESCO Administration Services
Ltd., INVESCO Asset Management Ltd., INVESCO
Fund Managers Ltd., INVESCO Global Investment
Funds Ltd. and INVESCO Pensions Ltd.
Nigel Marcus Doman............ Director Director, A I M Global Management Company
Ltd., INVESCO Asset Management Ltd. and Short-
Term Investments Company (Global Series)
Public Limited Company.
Andrew John Rofe.............. Director Director, INVESCO Asset Management Ltd.,
Consolidated Properties Investments and
Metrose Properties Ltd.
</Table>

INVESCO ASSET MANAGEMENT (JAPAN) LIMITED

The following table provides information with respect to the principal
executive officer and the directors of Invesco Asset Management (Japan) Limited.
The business address of the principal executive officer and each director is
25(th) Floor, Shiroyama Trust Tower, 3-1, Toranomon 4-chome, Minato-ku, Tokyo
105-6025, Japan.

<Table>
<Caption>
NAME POSITION PRINCIPAL OCCUPATION(S)
- ---- -------- -----------------------

Andrew Tak Shing Lo...... Director Chairman and Director, County Investment
Management Pty Ltd., INVESCO Asset Management
Australia (Holdings) Ltd., Invesco Australia
Ltd. and INVESCO Pacific Partner Ltd; Director,
Invesco Asset Management (Japan) Ltd., INVESCO
Asset Management Asia Ltd., INVESCO Asset
Management Pacific Ltd., INVESCO Asset
Management Singapore Ltd., Invesco Hong Kong
Ltd., INVESCO Great Wall Fund Management Company
Ltd., INVESCO Pacific Holdings Ltd. and INVESCO
Taiwan Ltd.; Executive Management Committee,
Invesco Ltd.; and Vice President, Invesco
Institutional (N.A.), Inc.
Atsushi Kawakami......... Director Director, Invesco Asset Management (Japan) Ltd.
</Table>

C-3

<Table>
<Caption>
NAME POSITION PRINCIPAL OCCUPATION(S)
- ---- -------- -----------------------

Alexander Maurice Prout.. Chief Executive Officer Chief Representative Director, Invesco Asset
Management (Japan) Ltd.
Masakazu Hasegawa........ Director Director, Invesco Asset Management (Japan) Ltd.
and INVESCO Pacific Partner Ltd.
</Table>

INVESCO AUSTRALIA LIMITED

The following table provides information with respect to the principal
executive officer and the directors of Invesco Australia Limited. The business
address of the principal executive officer and each director is Level 26, 333
Collins Street, Melbourne, Victoria 3000, Australia.

<Table>
<Caption>
NAME POSITION PRINCIPAL OCCUPATION(S)
- ---- -------- -----------------------

Andrew Tak Shing Lo..... Chairman and Director Chairman and Director, County Investment
Management Pty Ltd., INVESCO Asset Management
Australia (Holdings) Ltd., Invesco Australia
Ltd. and INVESCO Pacific Partner Ltd.; Director,
Invesco Asset Management (Japan) Ltd., INVESCO
Asset Management Asia Ltd., INVESCO Asset
Management Pacific Ltd., INVESCO Asset
Management Singapore Ltd., Invesco Hong Kong
Ltd., INVESCO Great Wall Fund Management Company
Ltd., INVESCO Pacific Holdings Ltd. and INVESCO
Taiwan Ltd.; Executive Management Committee,
Invesco Ltd.; and Vice President, Invesco
Institutional (N.A.), Inc.
John Wallace Nairn...... Director Director, INVESCO Asset Management Australia
(Holdings) Ltd. and Invesco Australia Ltd.
Michael Joseph O'Brien.. Director and Chief Executive Director and Chief Executive Officer, Invesco
Officer Australia Ltd.; and Director, County Investment
Management Pty Ltd. and INVESCO Asset Management
Australia (Holdings) Ltd.
Mark David Yesberg...... Director Director, Invesco Australia Ltd.
Jeremy Charles Simpson.. Director Director, INVESCO (B.V.I.) NOMINEES LTD.,
INVESCO Asset Management Asia Ltd., INVESCO
Asset Management Australia (Holdings) Ltd.,
INVESCO Asset Management Pacific Ltd., INVESCO
Asset Management Singapore Ltd., Invesco
Australia Ltd. and INVESCO Pacific Holdings
Ltd.; Director and Finance Director, Invesco
Hong Kong Ltd.; Director and Deputy Chairman,
INVESCO Pacific Partner Ltd; and Secretary, IRE
(Hong Kong) Ltd.
</Table>

INVESCO GLOBAL ASSET MANAGEMENT (N.A.), INC.

The following table provides information with respect to the principal
executive officer and the directors of Invesco Global Asset Management (N.A.),
Inc. The business address of the principal executive officer and each director
is One Midtown Plaza, 1360 Peachtree Street, N.E., Atlanta, Georgia 30309.

<Table>
<Caption>
NAME POSITION PRINCIPAL OCCUPATION(S)
- ---- -------- -----------------------

Kirk Fredrick Holland.... Chief Executive Officer and Chief Executive Officer and President, Invesco
President Global Asset Management (N.A.), Inc.; and Vice
President, Invesco Institutional (N.A.), Inc.
David Alexander Hartley.. Director and Chief Financial Director, Atlantic Trust Company, N.A., INVESCO
Officer (NY) Trust Company, INVESCO National Trust
Company, INVESCO Realty, Inc. and Invesco Senior
Secured Management, Inc.; Director, Chief
Financial Officer and Vice President, INVESCO
Asset Management (Bermuda) Ltd.; Director and
Chief Financial Officer, Invesco Global Asset
Management (N.A.), Inc. and Invesco
Institutional (N.A.), Inc.; Treasurer and Chief
Accounting Officer, A I M Advisors, Inc., A I M
Capital Management, Inc. and AIM Private Asset
Management, Inc.; Treasurer and Chief Financial
Officer, A I M Distributors, Inc., A I M
Management Group Inc. and AIM Investment
Services, Inc.; and Treasurer, AIM Global
Holdings, Inc., A I M Global Ventures, Co., AIM
Retirement Services, Inc., INVESCO Distributors,
Inc. and INVESCO Funds Group, Inc.
</Table>

C-4

<Table>
<Caption>
NAME POSITION PRINCIPAL OCCUPATION(S)
- ---- -------- -----------------------

Gregory Mark Armour...... Director Chairman and Director, Invesco Global Asset
Management (N.A.), Inc., INVESCO Private Capital
Investments, Inc., Invesco Private Capital, Inc.
and Invesco Senior Secured Management, Inc.;
Chairman, Chief Executive Officer and President,
Invesco Institutional (N.A.), Inc. and INVESCO
Realty, Inc.; Director and President, INVESCO
Asset Management (Bermuda) Ltd.; and Senior
Managing Director, Invesco Ltd.
</Table>

INVESCO HONG KONG LIMITED

The following table provides information with respect to the principal
executive officer and the directors of Invesco Hong Kong Limited. The business
address of the principal executive officer and each director is 32(nd) Floor,
Three Pacific Place, 1 Queen's Road East, Hong Kong.

<Table>
<Caption>
NAME POSITION PRINCIPAL OCCUPATION(S)
- ---- -------- -----------------------

Andrew Tak Shing Lo..... Director and Chief Executive Chairman and Director, County Investment
Officer Management Pty Ltd., INVESCO Asset Management
Australia (Holdings) Ltd., Invesco Australia
Ltd. and INVESCO Pacific Partner Ltd.; Director,
Invesco Asset Management (Japan) Ltd., INVESCO
Asset Management Asia Ltd., INVESCO Asset
Management Pacific Ltd., INVESCO Asset
Management Singapore Ltd., Invesco Hong Kong
Ltd., INVESCO Great Wall Fund Management Company
Ltd., INVESCO Pacific Holdings Ltd. and INVESCO
Taiwan Ltd.; Executive Management Committee,
Invesco Ltd.; and Vice President, Invesco
Institutional (N.A.), Inc.
Jeremy Charles Simpson.. Director Director, INVESCO (B.V.I.) NOMINEES LTD.,
INVESCO Asset Management Asia Ltd., INVESCO
Asset Management Australia (Holdings) Ltd,
INVESCO Asset Management Pacific Ltd., INVESCO
Asset Management Singapore Ltd., Invesco
Australia Ltd. and INVESCO Pacific Holdings
Ltd.; Director and Finance Director, Invesco
Hong Kong Ltd.; Director and Deputy Chairman,
INVESCO Pacific Partner Ltd.; and Secretary, IRE
(Hong Kong) Ltd.
Gracie Yuen See Liu..... Director Director, INVESCO (B.V.I.) NOMINEES LTD.,
INVESCO Asset Management Asia Ltd. and Invesco
Hong Kong Ltd.
John Gerald Greenwood... Director Director, INVESCO Asset Management Asia Ltd. and
INVESCO Asset Management Singapore Ltd; and
Director and Vice Chairman, Invesco Hong Kong
Ltd.
Siu Mei Lee............. Director Director, INVESCO (B.V.I.) NOMINEES LTD.,
INVESCO Asset Management Asia Ltd. and Invesco
Hong Kong Ltd.
Anna Seen Ming Tong..... Director Director, INVESCO (B.V.I.) NOMINEES LTD.,
INVESCO Asset Management Asia Ltd., INVESCO
Asset Management Pacific Ltd., INVESCO Asset
Management Singapore Ltd. and Invesco Hong Kong
Ltd.
</Table>

C-5

INVESCO INSTITUTIONAL (N.A.), INC.

The following table provides information with respect to the principal
executive officer and the directors of Invesco Institutional (N.A.), Inc. The
business address of the principal executive officer and each director is One
Midtown Plaza, 1360 Peachtree Street, N.E., Atlanta, Georgia 30309.

<Table>
<Caption>
NAME POSITION PRINCIPAL OCCUPATION(S)
- ---- -------- -----------------------

David Alexander Hartley.. Director and Chief Financial Director, Atlantic Trust Company, N.A., INVESCO
Officer (NY) Trust Company, INVESCO National Trust
Company, INVESCO Realty, Inc. and Invesco Senior
Secured Management, Inc.; Director, Chief
Financial Officer and Vice President, INVESCO
Asset Management (Bermuda) Ltd.; Director and
Chief Financial Officer, Invesco Global Asset
Management (N.A.), Inc. and Invesco
Institutional (N.A.), Inc.; Treasurer and Chief
Accounting Officer, A I M Advisors, Inc., A I M
Capital Management, Inc. and AIM Private Asset
Management, Inc.; Treasurer and Chief Financial
Officer, A I M Distributors, Inc., A I M
Management Group Inc., and AIM Investment
Services, Inc.; and Treasurer, AIM Global
Holdings, Inc., A I M Global Ventures, Co., AIM
Retirement Services, Inc., INVESCO Distributors,
Inc., and INVESCO Funds Group, Inc.
Gregory Mark Armour...... Director, Chief Executive Chairman and Director, Invesco Global Asset
Officer and President Management (N.A.), Inc., INVESCO Private Capital
Investments, Inc., INVESCO Private Capital, Inc.
and Invesco Senior Secured Management, Inc.;
Chairman, Chief Executive Officer and President,
Invesco Institutional (N.A.), Inc. and INVESCO
Realty, Inc.; Director and President, INVESCO
Asset Management (Bermuda) Ltd.; and Senior
Managing Director, Invesco Ltd.
</Table>

INVESCO SENIOR SECURED MANAGEMENT, INC.

The following table provides information with respect to the principal
executive officer and the directors of Invesco Senior Secured Management, Inc.
The business address of the principal executive officer and each director is
1166 Avenue of the Americas, New York, New York 10036.

<Table>
<Caption>
NAME POSITION PRINCIPAL OCCUPATION(S)
---- -------- -----------------------

David Alexander Hartley.. Director and Chief Financial Director, Atlantic Trust Company, N.A., INVESCO
Officer (NY) Trust Company, INVESCO National Trust
Company, INVESCO Realty, Inc. and Invesco Senior
Secured Management, Inc.; Director, Chief
Financial Officer and Vice President, INVESCO
Asset Management (Bermuda) Ltd.; Director and
Chief Financial Officer, Invesco Global Asset
Management (N.A.), Inc. and Invesco
Institutional (N.A.), Inc.; Treasurer and Chief
Accounting Officer, A I M Advisors, Inc., A I M
Capital Management, Inc. and AIM Private Asset
Management, Inc.; Treasurer and Chief Financial
Officer, A I M Distributors, Inc., A I M
Management Group Inc., and AIM Investment
Services, Inc.; and Treasurer, AIM Global
Holdings, Inc., A I M Global Ventures, Co., AIM
Retirement Services, Inc., INVESCO Distributors,
Inc. and INVESCO Funds Group, Inc.
Gregory Stoeckle......... Managing Director and Managing Director and President, Invesco Senior
President Secured Management, Inc.; and Senior Vice
President, Invesco Private Capital, Inc.
Gregory Mark Armour...... Director Chairman and Director, Invesco Global Asset
Management (N.A.), Inc., INVESCO Private Capital
Investments, Inc., Invesco Private Capital, Inc.
and Invesco Senior Secured Management, Inc.;
Chairman, Chief Executive Officer and President,
Invesco Institutional (N.A.), Inc. and INVESCO
Realty, Inc.; Director and President, INVESCO
Asset Management (Bermuda) Ltd.; and Senior
Managing Director, Invesco Ltd.
</Table>

C-6

EXHIBIT D

EXISTING SUB-ADVISORY AGREEMENT

<Table>
<Caption>
DATE SUB-ADVISER
BECAME SUB-ADVISER DATE LAST SUBMITTED
UNDER EXISTING SUB- TO A VOTE OF
NAME OF FUND AND SUB-ADVISER ADVISORY AGREEMENT SHAREHOLDERS
- ---------------------------- ------------------- -------------------

AIM V.I. Global Real Estate Fund (Invesco Institutional (N.A.),
Inc.)........................................................ April 30, 2004 April 2, 2004(1)
</Table>

- --------

(1) Shareholders last voted on the sub-advisory agreement on April 2, 2004
for the purpose of approving it as a new sub-advisory agreement.

D-1

EXHIBIT E

SUB-ADVISORY FEE SCHEDULES FOR OTHER FUNDS

The following table provides information with respect to the annual sub-
advisory fee rates paid to Invesco Institutional (N.A.), Inc. by A I M Advisors,
Inc. ("AIM"), the investment adviser to the funds listed in the following table,
all of which have similar investment objectives.

<Table>
<Caption>
FEE WAIVER, EXPENSE
LIMITATIONS AND/OR
TOTAL NET ASSETS EXPENSE
FOR THE MOST REIMBURSEMENTS FOR
RECENTLY THE MOST RECENTLY
COMPLETED FISCAL COMPLETED FISCAL
NAME OF FUND ANNUAL SUB-ADVISORY FEE RATE PERIOD OR YEAR PERIOD OR YEAR
- ------------ ---------------------------- ---------------- -------------------

AIM Global Real Estate Fund........ 40% of the compensation paid by the $ 662,316,830 Fee Waiver
Fund to AIM on the sub-advised
assets
AIM Real Estate Fund............... 40% of the compensation paid by the $1,453,676,572 Fee Waiver
Fund to AIM on the sub-advised
assets
AIM Select Real Estate Income Fee Waiver
Fund............................. 40% of the compensation paid by the $ 224,637,143
Fund to AIM on the sub-advised
assets
AIM V.I. Global Real Estate Income Fee Waiver
Fund............................. 40% of the compensation paid by the $ 193,065,749
Fund to AIM on the sub-advised
assets
</Table>

The following table provides information with respect to the annual sub-
advisory fee rates paid to Invesco Institutional (N.A.), Inc. with respect to
other registered investment companies sub-advised by Invesco Institutional
(N.A.), Inc., which have similar investment objectives to AIM V.I. Small Cap
Equity Fund (i.e., Diversified Special Equity Fund) and to the funds listed
above (i.e., both Russell Real Estate Securities Funds).

Diversified Special Equity Fund..... 0.55% of the first $100 million of $248,702,024 None
net assets
0.45% of the next $100 million of
net assets
0.30% of the next $100 million of
net assets
0.20% of the net assets in excess of
$300 million
Real Estate Securities Fund (a
series portfolio of Russell
Investment Company)............... 0.25% on the first $200 million $645,213,109 None
0.20% on all amounts thereafter
Real Estate Securities Fund (a
series portfolio of Russell
Investment Funds)................. 0.25% on the first $200 million $184,874,917 None
0.20% on all amounts thereafter
</Table>

E-1

EXHIBIT F

CURRENT FUNDAMENTAL INVESTMENT RESTRICTIONS

AIM V.I. DYNAMICS FUND
AIM V.I. FINANCIAL SERVICES FUND
AIM V.I. GLOBAL HEALTH CARE FUND
AIM V.I. LEISURE FUND
AIM V.I. TECHNOLOGY FUND
AIM V.I. UTILITIES FUND

(1) The Fund may not purchase the securities of any issuer (other than
securities issued or guaranteed by the U.S. government or any of its agencies or
instrumentalities or municipal securities) if, as a result, more than 25% of the
Fund's total assets would be invested in the same industry, except that (i) AIM
V.I. Financial Services Fund may invest more than 25% of the value of its total
assets in one or more industries relating to financial services; (ii) AIM V.I.
Global Health Care Fund may invest more than 25% of its total assets in one or
more industries relating to health care; (iii) AIM V.I. Leisure Fund may invest
more than 25% of the value of its total assets in one or more industries
relating to leisure; (iv) AIM V.I. Technology Fund may invest more than 25% of
the value of its total assets in one or more industries relating to technology;
and (v) AIM V.I. Utilities Fund may invest more than 25% of the value of its
total assets in one or more industries relating to the utilities industry;

(2) The Fund may not with respect to 75% of the Fund's total assets,
purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. government or any of its agencies or instrumentalities,
or securities of other investment companies) if, as a result, (i) more than 5%
of the Fund's total assets would be invested in the securities of that issuer,
or (ii) the Fund would hold more than 10% of the outstanding voting securities
of that issuer;

(3) The Fund may not underwrite securities of other issuers, except insofar
as it may be deemed to be an underwriter under the 1933 Act in connection with
the disposition of the Fund's portfolio securities;

(4) The Fund may not borrow money, except that the Fund may borrow money in
an amount not exceeding 33 1/3% of its total assets (including the amount
borrowed) less liabilities (other than borrowings);

(5) The Fund may not issue senior securities, except as permitted under the
1940 Act;

(6) The Fund may not lend any security or make any loan if, as a result,
more than 33 1/3% of its total assets would be lent to other parties, but this
limitation does not apply to the purchase of debt securities or to repurchase
agreements;

(7) The Fund may not purchase or sell physical commodities; however, this
policy shall not prevent the Fund from purchasing and selling foreign currency,
futures contracts, options, forward contracts, swaps, caps, floors, collars, and
other financial instruments;

(8) The Fund may not purchase or sell real estate unless acquired as a
result of ownership of securities or other instruments (but this shall not
prevent the Fund from investing in securities or other instruments backed by
real estate or securities of companies engaged in the real estate business); and

(9) The Fund may, notwithstanding any other fundamental investment policy
or limitation, invest all of its assets in the securities of a single open-end
management investment company managed by the Advisor or an affiliate or a
successor thereof, with substantially the same fundamental investment objective,
policies and limitations as the Fund.

F-1

EXHIBIT G

CURRENT TEXT OF THE FIRST PARAGRAPH OF SECTION 6.1 OF THE DECLARATION OF TRUST

"SECTION 6.1 Voting Powers. The Shareholders shall have power to vote
only to: (i) elect Trustees, provided that a meeting of Shareholders has been
called for that purpose; (ii) remove Trustees, provided that a meeting of
Shareholders has been called for that purpose; (iii) approve the termination of
the Trust or any Portfolio or Class, provided that the Trustees have called a
meeting of the Shareholders for the purpose of approving any such termination,
unless, as of the date on which the Trustees have determined to so terminate the
Trust or such Portfolio or Class, there are fewer than 100 holders of record of
the Trust or of such terminating Portfolio or Class; (iv) approve the sale of
all or substantially all the assets of the Trust or any Portfolio or Class,
unless the primary purpose of such sale is to change the Trust's domicile or
form of organization or form of statutory trust; (v) approve the merger or
consolidation of the Trust or any Portfolio or Class with and into another
Company or with and into any Portfolio or Class of the Trust, unless (A) the
primary purpose of such merger or consolidation is to change the Trust's
domicile or form of organization or form of statutory trust, or (B) after giving
effect to such merger or consolidation, based on the number of Outstanding
Shares as of a date selected by the Trustees, the Shareholders of the Trust or
such Portfolio or Class will have a majority of the outstanding shares of the
surviving Company or Portfolio or Class thereof, as the case may be; (vi)
approve any amendment to this Article VI, Section 6.1; and (vii) approve such
additional matters as may be required by law or as the Trustees, in their sole
discretion, shall determine."

G-1

EXHIBIT H

OFFICERS OF TRUST

The following table provides information with respect to the current
officers of the Trust. Each officer is elected by the Board and serves for a one
year term or until his or her successor is elected and qualified. 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
POSITION(S) HELD WITH OFFICER
TRUST SINCE NAME OF TRUST(S) PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS
- ----------------------- ------- ---------------- -------------------------------------------

Philip A. 2006 AIM Variable Insurance Information about Mr. Taylor is presented
Taylor(1) -- 1954....... Funds earlier in this proxy statement under
President and Principal "Proposal 1 -- Election of Trustees -- Who
Executive Officer Are the Nominees? -- Nominees Who Currently
Are Interested Persons."
Russell C. Burk -- 1958... 2005 AIM Variable Insurance Senior Vice President and Senior Officer,
Senior Vice President Funds The AIM Family of Funds(R)
and Senior Officer
Formerly: Director of Compliance and
Assistant General Counsel, ICON Advisers,
Inc.; Financial Consultant, Merrill Lynch;
and General Counsel and Director of
Compliance, ALPS Mutual Funds, Inc.

John M. Zerr -- 1962...... 2006 AIM Variable Insurance Director, Senior Vice President, Secretary
Senior Vice President, Funds and General Counsel, A I M Management Group
Chief Legal Officer and Inc., A I M Advisors, Inc. and A I M Capital
Secretary Management, Inc.; Director, Vice President
and Secretary, INVESCO Distributors, Inc.
and AIM Investment Services, Inc.; Director,
Senior Vice President and Secretary, A I M
Distributors, Inc.; Director and Vice
President, INVESCO Funds Group, Inc.; Senior
Vice President, Chief Legal Officer and
Secretary, The AIM Family of Funds(R); and
Manager, PowerShares Capital Management LLC

Formerly: Director, Vice President and
Secretary, Fund Management Company (former
registered broker dealer); Vice President,
A I M Capital Management, Inc.; Chief
Operating Officer, Senior Vice President,
General Counsel and Secretary, Liberty Ridge
Capital, Inc. (an investment adviser); Vice
President and Secretary, PBHG Funds (an
investment company); Vice President and
Secretary, PBHG Insurance Series Fund (an
investment company); Chief Operating
Officer, General Counsel and Secretary, Old
Mutual Investment Partners (a broker-
dealer); General Counsel and Secretary, Old
Mutual Fund Services (an administrator);
General Counsel and Secretary, Old Mutual
Shareholder Services (a shareholder
servicing center); Executive Vice President,
General Counsel and Secretary, Old Mutual
Capital, Inc. (an investment adviser); and
Vice President and Secretary, Old Mutual
Advisors Funds (an investment company)

Lisa O. Brinkley -- 1959.. 2004 AIM Variable Insurance Global Compliance Director, INVESCO PLC; and
Vice President Funds Vice President, The AIM Family of Funds(R)

Formerly: Senior Vice President, A I M
Management Group Inc.; Senior Vice President
and Chief Compliance Officer, A I M
Advisors, Inc.; Vice President and Chief
Compliance Officer, A I M Capital
Management, Inc. and A I M Distributors,
Inc.; Vice President, AIM Investment
Services, Inc. and Fund Management Company
(former registered broker dealer); Senior
Vice President and Chief Compliance Officer,
The AIM Family of Funds(R); and Senior Vice
President and Compliance Director, Delaware
Investments Family of Funds

Kevin M. Carome -- 1956... 2003 AIM Variable Insurance Senior Vice President and General Counsel,
Vice President Funds INVESCO Holding Company Ltd. (formerly known
as INVESCO PLC); Director,
</Table>

- ----------
(1) Mr. Taylor is considered an interested person of the Funds because he
is an officer and a director of the adviser to, and a director of the principal
underwriter of the Funds.

H-1

INVESCO Funds Group, Inc.; Director and
Secretary, IVZ, Inc. and INVESCO Group
Services, Inc.; Secretary, INVESCO North
America Holdings, Inc.; and Vice President,
The AIM Family of Funds(R)

Formerly: Director, Senior Vice President,
Secretary and General Counsel, A I M
Management Group Inc. and A I M Advisors,
Inc.; Senior Vice President, A I M
Distributors, Inc.; Director, Vice President
and General Counsel, Fund Management Company
(former registered broker dealer); Vice
President, A I M Capital Management, Inc.
and AIM Investment Services, Inc.; and
Senior Vice President, Chief Legal Officer
and Secretary, The AIM Family of Funds(R);
Director and Vice President, INVESCO
Distributors, Inc.; Chief Executive Officer
and President, INVESCO Funds Group; Senior
Vice President and General Counsel, Liberty
Financial Companies, Inc.; and Senior Vice
President and General Counsel, Liberty Funds
Group, LLC

Sidney M. 2004 AIM Variable Insurance Vice President, A I M Advisors, Inc. and
Dilgren -- 1961......... Funds A I M Capital Management Inc.; and Vice
Vice President, President, Treasurer and Principal Financial
Treasurer and Principal Officer, The AIM Family of Funds(R)
Financial Officer Formerly: Fund Treasurer, A I M Advisors,
Inc.; Senior Vice President, AIM Investment
Services, Inc. and Vice President, A I M
Distributors, Inc.

Karen Dunn 1993 AIM Variable Insurance Head of INVESCO's World Wide Fixed Income
Kelley -- 1960.......... Funds and Cash Management Group; Director of Cash
Vice President Management and Senior Vice President, A I M
Advisors, Inc. and A I M Capital Management,
Inc.; Executive Vice President, A I M
Distributors, Inc.; Vice President, The AIM
Family of Funds(R) (other than AIM
Treasurer's Series Trust, Short-Term
Investments Trust and Tax-Free Investments
Trust); and President and Principal
Executive Officer, The AIM Family of
Funds(R) (AIM Treasurer's Series Trust,
Short-Term Investments Trust and Tax-Free
Investments Trust only)

Formerly: Director and President, Fund
Management Company (former registered broker
dealer); Chief Cash Management Officer and
Managing Director, A I M Capital Management,
Inc.; and Vice President, A I M Advisors,
Inc. and The AIM Family of Funds(R) (AIM
Treasurer's Series Trust, Short-Term
Investments Trust and Tax-Free Investments
Trust only)

Lance A. Rejsek -- 1967... 2005 AIM Variable Insurance Anti-Money Laundering Compliance Officer,
Anti-Money Laundering Funds A I M Advisors, Inc., A I M Capital
Compliance Officer Management, Inc., A I M Distributors, Inc.,
AIM Investment Services, Inc., AIM Private
Asset Management, Inc. and The AIM Family of
Funds(R)

Formerly: Anti-Money Laundering Compliance
Officer, Fund Management Company (former
registered broker dealer); and Manager of
the Fraud Prevention Department, AIM
Investment Services, Inc.

Todd L. Spillane -- 1958.. 2006 AIM Variable Insurance Senior Vice President, A I M Management
Chief Compliance Officer Funds Group Inc.; Senior Vice President and Chief
Compliance Officer, A I M Advisors, Inc. and
A I M Capital Management, Inc.; Chief
Compliance Officer, The AIM Family of
Funds(R), Invesco Global Asset Management
(N.A.), Inc. (an investment adviser),
Invesco Institutional (N.A.), Inc. (an
investment adviser), Invesco Private
Capital, Inc. (an investment adviser),
INVESCO Private Capital Investments, Inc.
(holding company) and Invesco Senior Secured
Management, Inc. (an investment adviser);
and Vice President, A I M Distributors, Inc.
and AIM Investment Services, Inc.
</Table>

H-2

Formerly: Chief Compliance Officer and Vice
President, Fund Management Company (former
registered broker dealer); Vice President,
A I M Capital Management, Inc.; Global Head
of Product Development, AIG-Global
Investment Group, Inc.; Chief Compliance
Officer and Deputy General Counsel, AIG-
SunAmerica Asset Management, and Chief
Compliance Officer, Chief Operating Officer
and Deputy General Counsel, American General
Investment Management
</Table>

H-3

EXHIBIT I

SECURITY OWNERSHIP OF MANAGEMENT

To the best knowledge of the Trust, as of October 31, 2007, no trustee,
nominee or current executive officer of the Trust owned shares of beneficial
interest of any class of AIM V.I. Basic Balanced Fund, AIM V.I. Basic Value
Fund, AIM V.I. Capital Appreciation Fund, AIM V.I. Capital Development Fund, AIM
V.I. Core Equity Fund, AIM V.I. Diversified Income Fund, AIM V.I. Dynamics Fund,
AIM V.I. Financial Services Fund, AIM V.I. Global Health Care Fund, AIM V.I.
Global Real Estate Fund, AIM V.I. Government Securities Fund, AIM V.I. High
Yield Fund, AIM V.I. International Growth Fund, AIM V.I. Large Cap Growth Fund,
AIM V.I. Leisure Fund, AIM V.I. Mid Cap Core Equity Fund, AIM V.I. Money Market
Fund, AIM V.I. Small Cap Equity Fund, AIM V.I. Technology Fund or AIM V.I.
Utilities Fund.

I-1

EXHIBIT J

OWNERSHIP OF SHARES OF THE FUNDS

SIGNIFICANT HOLDERS

Listed below is the name, address and percent ownership of each person who,
as of October 31, 2007, 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.

<Table>
<Caption>
NUMBER OF PERCENT OF
SHARES CLASS
NAME OF FUND AND NAME AND OWNED OF OWNED OF
ADDRESS OF RECORD OWNER CLASS RECORD RECORD(1)
- ------------------------- --------- ------------- ----------

AIM V.I. BASIC BALANCED FUND
Allstate Life Insurance
Company..................
Financial Control Unit
P.O. Box 94210
Palatine, IL 60094-4210 Series I 310,105.11 5.21%
Allstate Life Insurance
Company..................
GLAC Proprietary
Financial Control Unit
P.O. Box 94210
Palatine, IL 60094-4210 Series I 2,929,918.80 49.26%
Allstate Life Insurance
Company..................
GLAC VA1
Financial Control Unit
P.O. Box 94210
Palatine, IL 60094-4210 Series I 831,795.12 13.98%
Allstate Life Insurance Co
of New York..............
NY Proprietary
Financial Control Unit
P.O. Box 94210
Palatine, IL 60094-4210 Series I 375,675.75 6.32%
Union Central Life
Insurance................
FBO Variable Universal
Life
Attn: Roberta Ujvary
P.O. Box 40888
Cincinnati, OH 45240-0888 Series I 892,608.65 15.01%
Allstate Life Insurance
Company..................
GLAC VA3
Financial Control Unit
P.O. Box 94210
Palatine, IL 60094-4210 Series II 150,931.79 34.48%
Minnesota Life Insurance
Co.......................
Attn: A6-5216
400 Robert St N
St. Paul, MN 55101-2037 Series II 249,999.47 57.12%
AIM V.I. BASIC VALUE FUND
Allstate Life Insurance
Company..................
GLAC Proprietary
Financial Control Unit
P.O. Box 94210
Palatine, IL 60094-4210 Series I 1,635,204.68 5.12%
Hartford Life Separate
Account..................
Attn: Dave Ten Broeck
P.O. Box 2999
Hartford, CT 06104-2999 Series I 6,234,911.13 19.51%
Hartford Life and Annuity
Separate Account.........
Attn: Dave Ten Broeck
P.O. Box 2999
Hartford, CT 06104-2999 Series I 17,921,040.55 56.08%
Lincoln Benefit Life........
2940 S. 84(th) St
Lincoln, NE 68506-4142 Series I 1,792,853.87 5.61%
Allstate Life Insurance Co..
AIM VI-AIM VA3
Financial Control Unit
P.O. Box 94210
Palatine, IL 60094-4210 Series II 1,264,000.12 5.43%
American Enterprise Life Ins
Co.......................
1497 AXP Financial Ctr
Minneapolis, MN 55474-
0014 Series II 3,103,379.62 13.34%
Commonwealth Annuity and
Life Insurance Company...
440 Lincoln St
Separate Accounting
Mail Station S310
Worcester, MA 01653-0002 Series II 1,766,546.77 7.59%
GE Life and Annuity
Assurance Co.............
Variable Extra Credit
Attn: Variable Accounting
6610 W. Broad St
Richmond, VA 23230-1702 Series II 1,990,958.25 8.56%
Nationwide Insurance Co
NWVAII...................
c/o IPO Portfolio
Accounting
P.O. Box 182029
Columbus, OH 43218-2029 Series II 3,856,196.76 16.58%
Transamerica Life Insurance
Co.......................
Landmark
Attn: FMD Operational
Accounting
4333 Edgewood Rd NE
Cedar Rapids, IA 52499-
0001 Series II 3,291,907.35 14.15%
AIM V.I. CAPITAL APPRECIATION
FUND
Allstate Life Insurance Co..
Attn: Financial Control-
CIGNA
P.O. Box 94200
Palatine, IL 60094-4200 Series I 2,689,698.42 7.06%
Allstate Life Insurance
Company..................
GLAC Proprietary
Financial Control Unit
P.O. Box 94210
Palatine, IL 60094-4210 Series I 3,130,930.33 8.22%
Hartford Life and Annuity...
Separate Account
Attn: Dave Ten Broeck
P.O. Box 2999
Hartford, CT 06104-2999 Series I 4,058,710.31 10.66%
IDS Life Insurance Co.......
222 AXP Financial Ctr
Minneapolis, MN 55474-
0002 Series I 3,382,577.61 8.88%
ING Life Insurance and
Annuity Co...............
Conveyor
Attn: Fund Operations
151 Farmington Ave TN41
Hartford, CT 06156-0001 Series I 2,389,540.82 6.28%
Phoenix Home Life...........
Attn: Brian Cooper
P.O. Box 22012
Albany, NY 12201-2012 Series I 2,367,590.27 6.22%
The Sole Benefit of
Customers................
Merrill Lynch Pierce
Fenner & Smith
4800 Deer Lake Dr E
Jacksonville, FL 32246-
6484 Series I 2,824,553.73 7.42%
IDS Life Insurance Co.......
222 AXP Financial Ctr
Minneapolis, MN 55474-
0002 Series II 7,847,569.61 63.89%
</Table>

J-1

AIM V.I. CAPITAL DEVELOPMENT
FUND
Allstate Life Insurance
Company..................
GLAC Proprietary
Financial Control Unit
P.O. Box 94210
Palatine, IL 60094-4210 Series I 943,871.77 12.58%
Annuity Investors Life
Insurance Co.............
Attn: Todd Gayhart
580 Walnut St
Cincinnati, OH 45202-3110 Series I 1,166,113.93 15.54%
IDS Life Insurance Co.......
222 AXP Financial Ctr
Minneapolis, MN 55474-
0002 Series I 3,413,204.47 45.49%
Nationwide Insurance Co
NWLVI4...................
c/o IPO Portfolio
Accounting
P.O. Box 182029
Columbus, OH 43218-2029 Series I 751,467.43 10.01%
IDS Life Insurance Co.......
222 AXP Financial Ctr
Minneapolis, MN 55474-
0002 Series II 4,258,657.59 45.40%
Nationwide Insurance Co
NWVAII...................
c/o IPO Portfolio
Accounting
P.O. Box 182029
Columbus, OH 43218-2029 Series II 1,228,614.38 13.10%
SBL Variable Flex NQ
NAVISYS..................
1 SW Security Benefit Pl
Topeka, KS 66606-2444 Series II 521,586.44 5.56%
Security Benefit Life.......
FBO Unbundled
c/o Variable Annuity Dept
1 SW Security Benefit Pl
Topeka, KS 66606-2444 Series II 482,757.92 5.15%
Security Benefit Life
Insurance Co.............
SBL Advance Designs
c/o Variable Annuity Dept
1 SW Security Benefit Pl
Topeka, KS 66636-1000 Series II 486,090.51 5.18%
Security Benefit Life
Variflex Q...............
NAVISYS
1 SW Security Benefit Pl
Topeka, KS 66636-0001 Series II 994,898.94 10.61%
AIM V.I. CORE EQUITY FUND
Hartford Life and Annuity...
Separate Account
Attn: Dave Ten Broeck
P.O. Box 2999
Hartford, CT 06104-2999 Series I 11,863,797.91 14.60%
Hartford Life Separate
Account..................
Attn: Dave Ten Broeck
P.O. Box 2999
Hartford, CT 06104-2999 Series I 4,495,669.24 5.53%
IDS Life Insurance Company..
222 AXP Financial Ctr
Minneapolis, MN 55474-
0002 Series I 19,400,643.62 23.88%
ING Life Insurance and
Annuity Co...............
Conveyor
Attn: Fund Operations
151 Farmington Ave TN41
Hartford, CT 06156-0001 Series I 4,153,394.61 5.11%
Prudential Insurance Co IF
Amer.....................
Attn: IGG Finl Rep Sep
Accts
213 Washington St FL 7
Newark, NJ 07102-2992 Series I 5,844,003.79 7.19%
The Sole Benefit of
Customers................
Merrill Lynch Pierce
Fenner & Smith
4800 Deer Lake Dr E
Jacksonville, FL 32246-
6484 Series I 4,678,854.09 5.76%
Allstate Life Insurance Co..
AIM VI-AIM VA3
Financial Control Unit
P.O. Box 94210
Palatine, IL 60094-4210 Series II 128,591.79 10.41%
Lincoln Benefit Life........
2940 S 84(th) St
Lincoln, NE 68506-4142 Series II 270,287.87 21.89%
Lincoln National Life Ins
Company..................
Attn: Shirley Smith
1300 S Clinton St
Fort Wayne, IN 46802-3506 Series II 250,323.40 20.27%
Nationwide Insurance
Company..................
NWVA7
c/o IPO Portfolio
Accounting
P.O. Box 182029
Columbus, OH 43218-2029 Series II 73,170.59 5.97%
Principal Life Insurance
Company..................
Attn: Rose Pfaltzgraff
711 High St
Des Moines, IA 50392-9992 Series II 96,740.87 7.83%
AIM V.I. DIVERSIFIED INCOME
FUND
Allstate Life Insurance Co..
Attn: Financial
Control -- CIGNA
P.O. Box 94200
Palatine, IL 60094-4200 Series I 916,983.51 19.38%
Allstate Life Insurance
Company..................
GLAC Proprietary
Financial Control Unit
P.O. Box 94210
Palatine, IL 60094-4210 Series I 1,563,564.33 33.05%
Allstate Life Insurance
Company..................
GLAC VA1
Financial Control Unit
P.O. Box 94210
Palatine, IL 60094-4210 Series I 860,876.77 18.20%
General American Life
Insurance................
13045 Tesson Ferry Rd
St. Louis, MO 63128-3499 Series I 279,614.25 5.91%
Allstate Life Insurance Co..
GLAC VA3
Financial Control Unit
P.O. Box 94210
Palatine, IL 60094-4210 Series II 67,158.55 87.81%
Allstate Life of New York...
3100 Sanders Rd
Northbrook, IL 60062-7155 Series II 9,324.02 12.19%
AIM V.I. DYNAMICS FUND
American Skandia Life
Assurance Co.............
Variable Acct / SAQ
Attn: Investment
Accounting
P.O. Box 883
1 Corporate Dr
Shelton, CT 06484-0883 Series I 3,631,662.94 52.64%
AUL American Individual
Variable.................
Annuity Unit Trust B
American United Life Ins
Co
One American Square
P.O. Box 368
Indianapolis, IN 46206-
0368 Series I 349,937.65 5.07%
IDS Life Insurance Company..
222 AXP Financial Ctr
Minneapolis, MN 55474-
0002 Series I 888,469.32 12.88%
AIM Advisors Inc............
Attn: Corporate
Controller
11 E Greenway Plz Ste
1919
Houston, TX 77046-1103 Series II 508.74 100.00%
</Table>

J-2

AIM V.I. FINANCIAL SERVICES
FUND
American Skandia Life
Assurance Co.............
Variable Account/SAQ
Attn: Investment
Accounting
P.O. Box 883
1 Corporate Dr
Shelton, CT 06484-0883 Series I 3,159,403.44 48.11%
CM Life Insurance Co........
Fund Operations
1295 State St
Springfield, MA 01111-
0001 Series I 475,190.48 7.24%
IDS Life Insurance Company..
222 AXP Financial Ctr
Minneapolis, MN 55474-
0002 Series I 1,426,606.19 21.72%
Mass Mutual Life Ins Co.....
Fund Operations
1295 State St
Springfield, MA 01111-
0001 Series I 366,928.24 5.59%
IDS Life Insurance Company..
222 AXP Financial Ctr
Minneapolis, MN 55474-
0002 Series II 190,704.54 82.73%
IDS Life Insurance Company..
222 AXP Financial Ctr
Minneapolis, MN 55474-
0002 Series II 39,811.55 17.27%
AIM V.I. GLOBAL HEALTH CARE
FUND
American Skandia Life
Assurance Co.............
Variable Account/SAQ
Attn: Investment
Accounting
P.O. Box 883
1 Corporate Dr
Shelton, CT 06484-0883 Series I 3,890,105.62 41.08%
CM Life Insurance Co........
Fund Operations
1295 State St
Springfield, MA 01111-
0001 Series I 757,875.66 8.00%
Commonwealth Annuity and
Life.....................
Insurance Company
440 Lincoln St
Separate Accounting
Mail Station S310
Worcester, MA 01653-0002 Series I 653,908.33 6.91%
Mass Mutual Life Ins Co.....
Fund Operations
1295 State St
Springfield, MA 01111-
0001 Series I 754,620.44 7.97%
Principal Life Insurance
Co.......................
FVA-Principal Variable
Annuity
Attn: Lisa Dague-Ind Acg
G-008-N10
711 High St
Des Moines, IA 50392-0001 Series I 590,424.55 6.24%
IDS Life Insurance Company..
222 AXP Financial Ctr
Minneapolis, MN 55474-
0002 Series II 755,332.32 89.51%
IDS Life Insurance Company
of NY....................
222 AXP Financial Ctr
Minneapolis, MN 55474-
0014 Series II 87,668.00 10.39%
AIM V.I. GLOBAL REAL ESTATE
FUND
American Natl Group
Unallocated
1 Moody Plz
Galveston, TX 77550-7947 Series I 318,355.08 5.81%
Jefferson National Life
Insurance................
9920 Corporate Campus Dr
Ste 1000
Louisville, KY 40223-4051 Series I 400,112.27 7.30%
Kemper Investors Life
Insurance Co.............
Variable Separate Account
2500 Westfield Dr
Elgin, IL 60124-7836 Series I 560,162.88 10.22%
Security Benefit Life.......
FBO Unbundled
c/o Variable Annuity
Department
1 SW Security Benefit Pl
Topeka, KS 66636-1000 Series I 1,227,268.40 22.40%
Security Benefit Life.......
Variflex Q NAVISYS
1 SW Security Benefit Pl
Topeka, KS 66606-2444 Series I 369,976.46 6.75%
Symetra Life Insurance Co...
Attn: Michael Zhang
777 108(th) Ave NE Ste
1200
Bellevue, WA 98004-5135 Series I 1,060,642.66 19.36%
GE Capital Life Assurance Co
of NY....................
NY Choice 160BP
6610 W Broad St
Bldg. 3, 5(th) Flr
Attn: Variable Accounting
Richmond, VA 23230-1702 Series II 21,087.25 25.51%
GE Life and Annuity
Assurance Co.............
Variable Extra Credit
Attn: Variable Accounting
6610 W Broad St
Richmond, VA 23230-1702 Series II 8,147.20 9.86%
Met Life Annuity
Operations...............
Security First Life
Separate Ac
Attn: Shar Nevenhoven CPA
4700 Westown Plsy Ste 200
West Des Moines, IA 50266 Series II 41,630.38 50.37%
Midland National Life
Insurance Co.............
Annuity Division
Attn: Variable Annuities
P.O. Box 79907
Des Moines, IA 50325-0907 Series II 11,784.41 14.26%
AIM V.I. GOVERNMENT SECURITIES
FUND
Hartford Life and Annuity...
Separate Account
Attn: Dave Ten Broeck
P.O. Box 2999
Hartford, CT 06104-2999 Series I 61,248,431.71 66.83%
Hartford Life Separate
Account..................
Attn: Dave Ten Broeck
P.O. Box 2999
Hartford, CT 06104-2999 Series I 24,659,798.97 26.91%
Allstate Life Insurance Co..
GLAC VA3
Financial Control Unit
P.O. Box 94210
Palatine, IL 60094-4210 Series II 88,626.08 6.27%
Guardian Insurance &
Annuity..................
Attn: Paul Iannelli
3900 Burgess Pl
Equity Accounting 3-S
Bethlehem, PA 18017-9097 Series II 377,794.46 26.73%
Guardian Insurance &
Annuity..................
Attn: Paul Iannelli
3900 Burgess Place
Equity Accounting 3-S
Bethlehem, PA 18017-9097 Series II 245,476.79 17.37%
Lincoln National Life Ins
Company..................
Attn: Shirley Smith
1300 S Clinton St
Fort Wayne, IN 46802-3506 Series II 274,167.56 19.40%
Sage Life Assurance of
America..................
175 King St
Armonk, NY 10504-1606 Series II 139,825.19 9.89%
</Table>

J-3

Transamerica Life Insurance
Co.......................
Preferred Advantage
Attn: FMD Operational
Accounting
4333 Edgewood Rd NE
Cedar Rapids, IA 52499-
0001 Series II 239,411.57 16.94%
AIM V.I. HIGH YIELD FUND
Allstate Life Insurance
Company..................
GLAC Proprietary
Financial Control Unit
P.O. Box 94210
Palatine, IL 60094-4210 Series I 1,498,939.75 17.85%
Annuity Investors Life Ins
Co.......................
Attn: Todd Gayhart
580 Walnut St
Cincinnati, OH 45202-3110 Series I 553,733.02 6.59%
AUL American Individual
Variable.................
Annuity Unit Trust B
American
United Life Ins Co
One American Square
P.O. Box 368
Indianapolis, IN 46206-
0368 Series I 2,036,967.25 24.25%
Great-West Life & Annuity...
Unit Valuations 2T2
Attn: Mutual Fund Trading
2T2
8515 E Orchard Rd
Englewood, CO 80111-5002 Series I 849,089.75 10.11%
Hartford Life Insurance Co..
Attn: David Ten Broeck
P.O. Box 2999
Hartford, CT 06104-2999 Series I 835,294.08 9.95%
Jefferson National Life
Insurance................
9920 Corporate Campus Dr
Ste 1000
Louisville, KY 40223-4051 Series I 763,482.13 9.09%
Allstate Life Insurance Co..
GLAC VA3
Financial Control Unit
P.O. Box 94210
Palatine, IL 60094-4210 Series II 106,399.13 97.83%
AIM V.I. INTERNATIONAL GROWTH
FUND
Allstate Life Insurance Co..
Attn: Financial
Control -- CIGNA
P.O. Box 94200
Palatine, IL 60094-4200 Series I 1,220,519.18 5.46%
Allstate Life Insurance
Company..................
GLAC Proprietary
Financial Control Unit
P.O. Box 94210
Palatine, IL 60094-4210 Series I 1,134,255.66 5.08%
Hartford Life and Annuity...
Attn: Dave Ten Broeck
P.O. Box 2999
Hartford, CT 06104-2999 Series I 5,998,321.47 26.84%
Hartford Life Separate
Account..................
Attn: Dave Ten Broeck
P.O. Box 2999
Hartford, CT 06104-2999 Series I 2,023,412.79 9.05%
Metlife Insurance Company of
Connecticut..............
Attn: Shareholder
Accounting
One Tower Square 6MS
Hartford, CT 06183-0003 Series I 1,822,999.71 8.16%
GE Life and Annuity
Assurance Co.............
Variable Extra Credit
Attn: Variable Accounting
6610 W Broad St
Richmond, VA 23230-1702 Series II 2,562,475.56 12.64%
IDS Life Insurance Company..
222 AXP Financial Ctr
Minneapolis, MN 55474-
0002 Series II 9,496,749.64 46.84%
Riversource Life Insurance
Company..................
222 AXP Financial CTR
Minneapolis, MN 55474-
0002 Series II 1,780,084.76 8.78%
Security Benefit Life.......
FBO Unbundled
c/o Variable Annuity Dept
1 SW Security Benefit Pl
Topeka, KS 66606-2444 Series II 1,605,359.95 7.92%
AIM V.I. LARGE CAP GROWTH FUND
Allstate Life Insurance
Company..................
GLAC Proprietary
Financial Control Unit
P.O. Box 94210
Palatine, IL 60094-4210 Series I 1,127,107.00 14.23%
Commonwealth Annuity and
Life.....................
Insurance Company
1 SW Security Benefit Pl
Topeka, KS 66636-0001 Series I 947,526.09 11.96%
Hartford Life and Annuity...
Attn: Dave Ten Broeck
P.O. Box 2999
Hartford, CT 06104-2999 Series I 3,502,800.83 44.23%
Hartford Life Separate
Account..................
Attn: Dave Ten Broeck
P.O. Box 2999
Hartford, CT 06104-2999 Series I 1,516,377.55 19.15%
Allstate Life Insurance Co..
GLAC VA3
Financial Control Unit
P.O. Box 94210
Palatine, IL 60094-4210 Series II 70,741.19 87.86%
Allstate Life of New York...
3100 Sanders Rd
Northbrook, IL 60062-7155 Series II 8,953.67 11.12%
AIM V.I. LEISURE FUND
ING USA Annuity and Life
Insurance Co.............
1475 Dunwoody Dr
West Chester, PA 19380-
1478 Series I 3,200,323.04 99.31%
AIM Advisors Inc............
Attn: Corporate
Controller
11 E Greenway Plz Ste
1919
Houston, TX 77046-1103 Series II 681.54 100.00%
AIM V.I. MID CAP CORE EQUITY
FUND
Hartford Life and Annuity...
Attn: Dave Ten Broeck
P.O. Box 2999
Hartford, CT 06104-2999 Series I 26,965,426.07 65.80%
Hartford Life Separate
Account..................
Attn: Dave Ten Broeck
P.O. Box 2999
Hartford, CT 06104-2999 Series I 8,180,034.59 19.96%
Allstate Life Insurance Co..
AIM VI-AIM VA3
Financial Control Unit
P.O. Box 94210
Palatine, IL 60094-4210 Series II 345,852.99 6.57%
American Enterprise Life Ins
Co.......................
1497 AXP Financial Ctr
Minneapolis, MN 55474-
0014 Series II 483,254.70 9.17%
Lincoln Benefit Life........
2940 S 84(th) St
Lincoln, NE 68506-4142 Series II 1,193,268.56 22.65%
Metlife Insurance Company of
Connecticut..............
Attn: Shareholder
Accounting
One Tower Square 6MS
Hartford, CT 06183-0002 Series II 349,266.78 6.63%
</Table>

J-4

Security Benefit Life.......
FBO Unbundled
c/o Variable Annuity
Department
1 SW Security Benefit Pl
Topeka, KS 66636-1000 Series II 592,076.70 11.24%
Security Benefit Life
Insurance Co.............
FBO SBL Advisor
Designs -- NAVISYS
Unbundled Variable
1 SW Security Benefit Pl
Topeka, KS 66636-0001 Series II 684,263.13 12.99%
AIM V.I. MONEY MARKET FUND
Allstate Life Insurance Co..
Attn: Financial
Control -- CIGNA
P.O. Box 94200
Palatine, IL 60094-4200 Series I 9,721,072.23 20.62%
Allstate Life Insurance
Company..................
GLAC Proprietary
Financial Control Unit
P.O. Box 94210
Palatine, IL 60094-4210 Series I 18,020,634.43 38.23%
Allstate Life Insurance
Company..................
GLAC VA1
Financial Control Unit
P.O. Box 94210
Palatine, IL 60094-4210 Series I 7,855,385.12 16.67%
Sage Life Assurance of
America..................
175 King St
Armonk, NY 10504-1606 Series I 6,357,630.40 13.49%
Allstate Life Insurance Co..
GLAC VA3
Financial Control Unit
P.O. Box 94210
Palatine, IL 60094-4210 Series II 2,114,034.09 91.81%
Allstate Life of New York...
3100 Sanders Rd
Northbrook, IL 60062-7155 Series II 188,705.71 8.19%
AIM V.I. SMALL CAP EQUITY FUND
Hartford Life & Annuity.....
Attn: Dave Ten Broeck
P.O. Box 2999
Hartford, CT 06104-2999 Series I 6,272,486.28 65.04%
Hartford Life Insurance
Company..................
Attn: Dave Ten Broeck
P.O. Box 2999
Hartford, CT 06104-2999 Series I 1,852,596.92 19.21%
AIM Advisors, Inc...........
Attn: Corporate
Controller
11 E Greenway Plz Ste
1919
Houston, TX 77046-1103 Series II 926.12 81.41%
Minnesota Life Insurance
Co.......................
400 Robert St N
St. Paul, MN 55101-2037 Series II 175.15 15.40%
AIM V.I. TECHNOLOGY FUND
American Skandia Life
Assurance Co.............
Variable Acct / SAQ
Attn: Investment
Accounting
P.O. Box 883
1 Corporate Dr
Shelton, CT 06484-0883 Series I 3,672,507.34 34.20%
CM Life Insurance Co........
Fund Operations/N255
1295 State St
Springfield, MA 01111-
0001 Series I 680,379.14 6.34%
IDS Life Insurance Company..
222 AXP Financial Ctr
Minneapolis, MN 55474-
0002 Series I 2,224,931.14 20.72%
Mass Mutual Life Ins Co.....
Fund Operations/N255
1295 State St
Springfield, MA 01111-
0001 Series I 699,604.86 6.51%
Allstate Life Insurance Co..
GLAC VA3
Financial Control Unit
P.O. Box 94210
Palatine, IL 60094-4210 Series II 8,342.43 92.11%
Allstate Life of New York...
3100 Sanders Rd
Northbrook, IL 60062-7155 Series II 714.82 7.89%
AIM V.I. UTILITIES FUND
Allstate Life Insurance
Company..................
GLAC Proprietary
Financial Control Unit
P.O. Box 94210
Palatine, IL 60094-4210 Series I 452,005.54 7.56%
Commonwealth Annuity and
Life.....................
Insurance Company
440 Lincoln St
Separate Accounting
Mail Station S310
Worcester, MA 01653-0002 Series I 684,186.26 11.44%
Guardian Insurance & Annuity
Co.......................
Attn: Equity Accounting
Dept 3-S-18
3900 Burgess Pl
Bethlehem, PA 18017-9097 Series I 441,261.53 7.38%
Kemper Investors Life
Insurance Co.............
Attn: Investment
Accounting LL-2W
P.O. Box 19097
Greenville, SC 29602-9097 Series I 1,864,503.72 31.17%
Kemper Investors Life
Insurance Co.............
Variable Separate Account
2500 Westfield Dr
Elgin, IL 60124-7836 Series I 302,737.80 5.06%
Annuity Investors Life
Insurance................
580 Walnut St
Cincinnati, OH 45202-3110 Series II 104,479.68 70.86%
Allstate Life Insurance Co..
GLAC VA3
Financial Control Unit
P.O. Box 94210
Palatine, IL 60094-4210 Series II 40,295.49 27.33%
</Table>

- --------

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

J-5

EXHIBIT K

TRUSTEE OWNERSHIP OF FUND SHARES

Set forth below is the dollar range of equity securities beneficially owned
by each trustee and nominee as of October 31, 2007 (i) in each Fund and (ii) on
an aggregate basis, in all registered investment companies overseen by the
trustee within the AIM Funds complex.

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

Martin L. Flanagan......................................... -0- Over $100,000
Philip A. Taylor........................................... -0- -0-
Bob R. Baker............................................... -0- Over $100,000
Frank S. Bayley............................................ -0- Over $100,000
James T. Bunch............................................. -0- Over $100,000(1)
Bruce L. Crockett.......................................... -0- Over $100,000(1)
Albert R. Dowden........................................... -0- Over $100,000
Jack M. Fields............................................. -0- Over $100,000(1)
Carl Frischling............................................ -0- Over $100,000(1)
Prema Mathai-Davis......................................... -0- Over $100,000(1)
Lewis F. Pennock........................................... -0- Over $100,000
Ruth H. Quigley............................................ -0- Over $100,000
Larry Soll................................................. -0- Over $100,000(1)
Raymond Stickel, Jr........................................ -0- Over $100,000
</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.

K-1

AIM-PROXY-C

PROXY TABULATOR
P.O. BOX 9112
FARMINGDALE, NY 11735

FOUR EASY WAYS TO VOTE YOUR VOTING INSTRUCTION CARD
INTERNET: Go to WWW.PROXYWEB.COM and follow the online directions.
TELEPHONE: Call 1-888-221-0697 and follow the simple instructions.
MAIL: Vote, sign, date and return your card by mail.
IN PERSON: Vote at the Special Meeting of Shareholders.

EACH CONTRACT OWNER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR CARD TODAY!

VOTING INSTRUCTION CARD VOTING INSTRUCTION CARD

PROXY SOLICITED BY THE BOARD OF TRUSTEES (THE "BOARD")
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE
HELD FEBRUARY 29, 2008

AIM V.I. BASIC BALANCED FUND (THE "FUND")
AN INVESTMENT PORTFOLIO OF AIM VARIABLE INSURANCE FUNDS (THE "TRUST")

The undersigned hereby appoints the above-referenced Insurance Company and hereby authorizes them to represent and to vote, as
designated on the reverse, at the Special Meeting of Shareholders on February 29, 2008, at 3:00 p.m., Central Time, and at any
adjournments thereof, all of the shares of the Fund which the undersigned would be entitled to vote if personally present. IF THIS
VOTING INSTRUCTION CARD IS SIGNED AND RETURNED WITH NO CHOICE INDICATED, THE SHARES WILL BE VOTED "FOR" EACH NOMINEE AND "FOR" THE
APPROVAL OF EACH PROPOSAL.

(ARROW) VOTING INSTRUCTION CARD MUST BE SIGNED AND DATED BELOW.

Dated ____________________

-----------------------------------------------------------------
Signature(s) (if held jointly) (PLEASE SIGN IN BOX)

NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON THIS VOTING
INSTRUCTION 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, LIMITED LIABILITY COMPANY, OR PARTNERSHIP, PLEASE
SIGN IN FULL ENTITY NAME AND INDICATE THE SIGNER'S POSITION WITH
THE ENTITY.

(ARROW) (ARROW) AIM VIC (sc)

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

PLEASE FILL IN BOX AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. [X]

(ARROW) PLEASE DO NOT USE FINE POINT PENS. (ARROW)

1. To elect 13 trustees to the Board of Trustees of the Trust, each of whom will serve WITHHOLD
until his or her successor is elected and qualified: AUTHORITY
FOR FOR ALL FOR ALL
ALL NOMINEES EXCEPT*

(01) Bob R. Baker (04) Bruce L. Crockett (07) Martin L. Flanagan (10) Lewis F. Pennock
(02) Frank S. Bayley (05) Albert R. Dowden (08) Carl Frischling (11) Larry Soll, Ph.D.
(03) James T. Bunch (06) Jack M. Fields (09) Prema Mathai-Davis (12) Raymond Stickel, Jr.
(13) Philip A. Taylor
[ ] [ ] [ ] 1.
* 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.

____________________________________________________________________________________________

2. To approve a new sub-advisory agreement for the Fund and each other series portfolio FOR AGAINST ABSTAIN
of the Trust between A I M Advisors, Inc. and each of AIM Funds Management Inc.;
INVESCO Asset Management Deutschland, GmbH; INVESCO Asset Management Ltd.; Invesco
Asset Management (Japan) Limited; Invesco Australia Limited; Invesco Global Asset
Management (N.A.), Inc.; Invesco Hong Kong Limited; Invesco Institutional (N.A.),
Inc.; and Invesco Senior Secured Management, Inc. [ ] [ ] [ ] 2.

3. To approve changing certain fundamental investment restrictions of the Fund to provide
the Fund with more investment flexibility.

3a. Modification of Fundamental Restriction 3e. Modification of Fundamental Restriction FOR ALL AGAINST ALL ABSTAIN ALL
on Issuer Diversification. on Real Estate Investments. EXCEPT AS EXCEPT AS EXCEPT AS
INDICATED INDICATED INDICATED
3b. Modification of Fundamental Restrictions 3f. Modification of Fundamental Restriction
on Issuing Senior Securities and on Purchasing or Selling Commodities.
Borrowing Money. NOT APPLICABLE 3.
3g. Modification of Fundamental Restriction
3c. Modification of Fundamental Restriction on Making Loans.
on Underwriting Securities.
3h. Modification of Fundamental Restriction
3d. Modification of Fundamental Restriction on Investment in Investment Companies.
on Industry Concentration.

____________________________________________________________________________________________

TO VOTE SEPARATELY FOR A PARTICULAR SUB-PROPOSAL PLEASE WRITE THE NUMBER AND LETTER(S) OF FOR AGAINST ABSTAIN
THE SUB-PROPOSAL ON THE LINE PROVIDED AND INDICATE A "VOTE AGAINST" OR AN "ABSTENTION".

4. To approve changing AIM V.I. Financial Services Fund's sub-classification from
"diversified" to "non-diversified" and approve the elimination of a related fundamental NOT APPLICABLE 4.
investment restriction to provide AIM V.I. Financial Services Fund with more investment
flexibility.

5. To approve making the investment objective(s) of AIM V.I. Dynamics Fund, AIM V.I.
Financial Services Fund, AIM V.I. Global Health Care Fund, AIM V.I. Leisure Fund, AIM NOT APPLICABLE 5.
V.I. Technology Fund and AIM V.I. Utilities Fund non-fundamental.

6. To approve an amendment to the Trust's Agreement and Declaration of Trust that would
permit the Board of Trustees of the Trust to terminate the Trust, the Fund and each [ ] [ ] [ ] 6.
other series portfolio of the Trust, or a share class without a shareholder vote.

PROXIES ARE AUTHORIZED TO VOTE, IN THEIR DISCRETION, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY
ADJOURNMENT OR POSTPONEMENT THEREOF.

(ARROW) PLEASE VOTE, SIGN AND DATE THIS CARD AND RETURN IT IN THE ENCLOSED ENVELOPE. AIM VIC 2 (sc) (ARROW)

PROXY TABULATOR
P.O. BOX 9112
FARMINGDALE, NY 11735

EACH CONTRACT OWNER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR CARD TODAY!

VOTING INSTRUCTION CARD VOTING INSTRUCTION CARD

PROXY SOLICITED BY THE BOARD OF TRUSTEES (THE "BOARD")
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE
HELD FEBRUARY 29, 2008

AIM V.I. BASIC VALUE FUND (THE "FUND")
AN INVESTMENT PORTFOLIO OF AIM VARIABLE INSURANCE FUNDS (THE "TRUST")

(ARROW) VOTING INSTRUCTION CARD MUST BE SIGNED AND DATED BELOW.

Dated ____________________

-----------------------------------------------------------------
Signature(s) (if held jointly) (PLEASE SIGN IN BOX)

(ARROW) (ARROW) AIM VIC (sc)

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

PLEASE FILL IN BOX AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. [X]

(ARROW) PLEASE DO NOT USE FINE POINT PENS. (ARROW)

1. To elect 13 trustees to the Board of Trustees of the Trust, each of whom will serve WITHHOLD
until his or her successor is elected and qualified: AUTHORITY
FOR FOR ALL FOR ALL
ALL NOMINEES EXCEPT*

____________________________________________________________________________________________

3. To approve changing certain fundamental investment restrictions of the Fund to provide
the Fund with more investment flexibility.

____________________________________________________________________________________________

TO VOTE SEPARATELY FOR A PARTICULAR SUB-PROPOSAL PLEASE WRITE THE NUMBER AND LETTER(S) OF FOR AGAINST ABSTAIN
THE SUB-PROPOSAL ON THE LINE PROVIDED AND INDICATE A "VOTE AGAINST" OR AN "ABSTENTION".

PROXIES ARE AUTHORIZED TO VOTE, IN THEIR DISCRETION, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY
ADJOURNMENT OR POSTPONEMENT THEREOF.

(ARROW) PLEASE VOTE, SIGN AND DATE THIS CARD AND RETURN IT IN THE ENCLOSED ENVELOPE. AIM VIC 2 (sc) (ARROW)

PROXY TABULATOR
P.O. BOX 9112
FARMINGDALE, NY 11735

EACH CONTRACT OWNER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR CARD TODAY!

VOTING INSTRUCTION CARD VOTING INSTRUCTION CARD

PROXY SOLICITED BY THE BOARD OF TRUSTEES (THE "BOARD")
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE
HELD FEBRUARY 29, 2008

AIM V.I. CAPITAL APPRECIATION FUND (THE "FUND")
AN INVESTMENT PORTFOLIO OF AIM VARIABLE INSURANCE FUNDS (THE "TRUST")

(ARROW) VOTING INSTRUCTION CARD MUST BE SIGNED AND DATED BELOW.

Dated ____________________

-----------------------------------------------------------------
Signature(s) (if held jointly) (PLEASE SIGN IN BOX)

(ARROW) (ARROW) AIM VIC (sc)

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

PLEASE FILL IN BOX AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. [X]

(ARROW) PLEASE DO NOT USE FINE POINT PENS. (ARROW)

1. To elect 13 trustees to the Board of Trustees of the Trust, each of whom will serve WITHHOLD
until his or her successor is elected and qualified: AUTHORITY
FOR FOR ALL FOR ALL
ALL NOMINEES EXCEPT*

_____________________________________________________________________________________________

3. To approve changing certain fundamental investment restrictions of the Fund to provide
the Fund with more investment flexibility.

_____________________________________________________________________________________________

TO VOTE SEPARATELY FOR A PARTICULAR SUB-PROPOSAL PLEASE WRITE THE NUMBER AND LETTER(S) OF FOR AGAINST ABSTAIN
THE SUB-PROPOSAL ON THE LINE PROVIDED AND INDICATE A "VOTE AGAINST" OR AN "ABSTENTION".

PROXIES ARE AUTHORIZED TO VOTE, IN THEIR DISCRETION, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY
ADJOURNMENT OR POSTPONEMENT THEREOF.

(ARROW) PLEASE VOTE, SIGN AND DATE THIS CARD AND RETURN IT IN THE ENCLOSED ENVELOPE. AIM VIC 2 (sc) (ARROW)

PROXY TABULATOR
P.O. BOX 9112
FARMINGDALE, NY 11735

EACH CONTRACT OWNER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR CARD TODAY!

VOTING INSTRUCTION CARD VOTING INSTRUCTION CARD

PROXY SOLICITED BY THE BOARD OF TRUSTEES (THE "BOARD")
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE
HELD FEBRUARY 29, 2008

AIM V.I. CAPITAL DEVELOPMENT FUND (THE "FUND")
AN INVESTMENT PORTFOLIO OF AIM VARIABLE INSURANCE FUNDS (THE "TRUST")

(ARROW) VOTING INSTRUCTION CARD MUST BE SIGNED AND DATED BELOW.

Dated ____________________

-----------------------------------------------------------------
Signature(s) (if held jointly) (PLEASE SIGN IN BOX)

(ARROW) (ARROW) AIM VIC (sc)

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

PLEASE FILL IN BOX AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. [X]

(ARROW) PLEASE DO NOT USE FINE POINT PENS. (ARROW)

1. To elect 13 trustees to the Board of Trustees of the Trust, each of whom will serve WITHHOLD
until his or her successor is elected and qualified: AUTHORITY
FOR FOR ALL FOR ALL
ALL NOMINEES EXCEPT*

_____________________________________________________________________________________________

3. To approve changing certain fundamental investment restrictions of the Fund to provide
the Fund with more investment flexibility.

_____________________________________________________________________________________________

TO VOTE SEPARATELY FOR A PARTICULAR SUB-PROPOSAL PLEASE WRITE THE NUMBER AND LETTER(S) OF FOR AGAINST ABSTAIN
THE SUB-PROPOSAL ON THE LINE PROVIDED AND INDICATE A "VOTE AGAINST" OR AN "ABSTENTION".

PROXIES ARE AUTHORIZED TO VOTE, IN THEIR DISCRETION, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY
ADJOURNMENT OR POSTPONEMENT THEREOF.

(ARROW) PLEASE VOTE, SIGN AND DATE THIS CARD AND RETURN IT IN THE ENCLOSED ENVELOPE. AIM VIC 2 (sc) (ARROW)

PROXY TABULATOR
P.O. BOX 9112
FARMINGDALE, NY 11735

EACH CONTRACT OWNER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR CARD TODAY!

VOTING INSTRUCTION CARD VOTING INSTRUCTION CARD

PROXY SOLICITED BY THE BOARD OF TRUSTEES (THE "BOARD")
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE
HELD FEBRUARY 29, 2008

AIM V.I. CORE EQUITY FUND (THE "FUND")
AN INVESTMENT PORTFOLIO OF AIM VARIABLE INSURANCE FUNDS (THE "TRUST")

(ARROW) VOTING INSTRUCTION CARD MUST BE SIGNED AND DATED BELOW.

Dated ____________________

-----------------------------------------------------------------
Signature(s) (if held jointly) (PLEASE SIGN IN BOX)

(ARROW) (ARROW) AIM VIC (sc)

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

PLEASE FILL IN BOX AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. [X]

(ARROW) PLEASE DO NOT USE FINE POINT PENS. (ARROW)

1. To elect 13 trustees to the Board of Trustees of the Trust, each of whom will serve WITHHOLD
until his or her successor is elected and qualified: AUTHORITY
FOR FOR ALL FOR ALL
ALL NOMINEES EXCEPT*

_____________________________________________________________________________________________

3. To approve changing certain fundamental investment restrictions of the Fund to provide
the Fund with more investment flexibility.

_____________________________________________________________________________________________

TO VOTE SEPARATELY FOR A PARTICULAR SUB-PROPOSAL PLEASE WRITE THE NUMBER AND LETTER(S) OF FOR AGAINST ABSTAIN
THE SUB-PROPOSAL ON THE LINE PROVIDED AND INDICATE A "VOTE AGAINST" OR AN "ABSTENTION".

PROXIES ARE AUTHORIZED TO VOTE, IN THEIR DISCRETION, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY
ADJOURNMENT OR POSTPONEMENT THEREOF.

(ARROW) PLEASE VOTE, SIGN AND DATE THIS CARD AND RETURN IT IN THE ENCLOSED ENVELOPE. AIM VIC 2 (sc) (ARROW)

PROXY TABULATOR
P.O. BOX 9112
FARMINGDALE, NY 11735

EACH CONTRACT OWNER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR CARD TODAY!

VOTING INSTRUCTION CARD VOTING INSTRUCTION CARD

PROXY SOLICITED BY THE BOARD OF TRUSTEES (THE "BOARD")
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE
HELD FEBRUARY 29, 2008

AIM V.I. DIVERSIFIED INCOME FUND (THE "FUND")
AN INVESTMENT PORTFOLIO OF AIM VARIABLE INSURANCE FUNDS (THE "TRUST")

(ARROW) VOTING INSTRUCTION CARD MUST BE SIGNED AND DATED BELOW.

Dated ____________________

-----------------------------------------------------------------
Signature(s) (if held jointly) (PLEASE SIGN IN BOX)

(ARROW) (ARROW) AIM VIC (sc)

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

PLEASE FILL IN BOX AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. [X]

(ARROW) PLEASE DO NOT USE FINE POINT PENS. (ARROW)

1. To elect 13 trustees to the Board of Trustees of the Trust, each of whom will serve WITHHOLD
until his or her successor is elected and qualified: AUTHORITY
FOR FOR ALL FOR ALL
ALL NOMINEES EXCEPT*

_____________________________________________________________________________________________

3. To approve changing certain fundamental investment restrictions of the Fund to provide
the Fund with more investment flexibility.

_____________________________________________________________________________________________

TO VOTE SEPARATELY FOR A PARTICULAR SUB-PROPOSAL PLEASE WRITE THE NUMBER AND LETTER(S) OF FOR AGAINST ABSTAIN
THE SUB-PROPOSAL ON THE LINE PROVIDED AND INDICATE A "VOTE AGAINST" OR AN "ABSTENTION".

PROXIES ARE AUTHORIZED TO VOTE, IN THEIR DISCRETION, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY
ADJOURNMENT OR POSTPONEMENT THEREOF.

(ARROW) PLEASE VOTE, SIGN AND DATE THIS CARD AND RETURN IT IN THE ENCLOSED ENVELOPE. AIM VIC 2 (sc) (ARROW)

PROXY TABULATOR
P.O. BOX 9112
FARMINGDALE, NY 11735

EACH CONTRACT OWNER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR CARD TODAY!

VOTING INSTRUCTION CARD VOTING INSTRUCTION CARD

PROXY SOLICITED BY THE BOARD OF TRUSTEES (THE "BOARD")
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE
HELD FEBRUARY 29, 2008

AIM V.I. DYNAMICS FUND (THE "FUND")
AN INVESTMENT PORTFOLIO OF AIM VARIABLE INSURANCE FUNDS (THE "TRUST")

(ARROW) VOTING INSTRUCTION CARD MUST BE SIGNED AND DATED BELOW.

Dated ____________________

-----------------------------------------------------------------
Signature(s) (if held jointly) (PLEASE SIGN IN BOX)

(ARROW) (ARROW) AIM VIC (sc)

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

PLEASE FILL IN BOX AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. [X]

(ARROW) PLEASE DO NOT USE FINE POINT PENS. (ARROW)

1. To elect 13 trustees to the Board of Trustees of the Trust, each of whom will serve WITHHOLD
until his or her successor is elected and qualified: AUTHORITY
FOR FOR ALL FOR ALL
ALL NOMINEES EXCEPT*

_____________________________________________________________________________________________

3. To approve changing certain fundamental investment restrictions of the Fund to provide
the Fund with more investment flexibility.

3a. Modification of Fundamental Restriction 3e. Modification of Fundamental Restriction FOR ALL AGAINST ALL ABSTAIN ALL
on Issuer Diversification. on Real Estate Investments. EXCEPT AS EXCEPT AS EXCEPT AS
INDICATED INDICATED INDICATED
3b. Modification of Fundamental Restrictions 3f. Modification of Fundamental Restriction
on Issuing Senior Securities and on Purchasing or Selling Commodities.
Borrowing Money. [ ] [ ] [ ] 3.
3g. Modification of Fundamental Restriction
3c. Modification of Fundamental Restriction on Making Loans.
on Underwriting Securities.
3h. Modification of Fundamental Restriction
3d. Modification of Fundamental Restriction on Investment in Investment Companies.
on Industry Concentration.

_____________________________________________________________________________________________

TO VOTE SEPARATELY FOR A PARTICULAR SUB-PROPOSAL PLEASE WRITE THE NUMBER AND LETTER(S) OF FOR AGAINST ABSTAIN
THE SUB-PROPOSAL ON THE LINE PROVIDED AND INDICATE A "VOTE AGAINST" OR AN "ABSTENTION".

5. To approve making the investment objective(s) of AIM V.I. Dynamics Fund, AIM V.I.
Financial Services Fund, AIM V.I. Global Health Care Fund, AIM V.I. Leisure Fund, AIM [ ] [ ] [ ] 5.
V.I. Technology Fund and AIM V.I. Utilities Fund non-fundamental.

PROXIES ARE AUTHORIZED TO VOTE, IN THEIR DISCRETION, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY
ADJOURNMENT OR POSTPONEMENT THEREOF.

(ARROW) PLEASE VOTE, SIGN AND DATE THIS CARD AND RETURN IT IN THE ENCLOSED ENVELOPE. AIM VIC (sc) (ARROW)

PROXY TABULATOR
P.O. BOX 9112
FARMINGDALE, NY 11735

EACH CONTRACT OWNER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR CARD TODAY!

VOTING INSTRUCTION CARD VOTING INSTRUCTION CARD

PROXY SOLICITED BY THE BOARD OF TRUSTEES (THE "BOARD")
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE
HELD FEBRUARY 29, 2008

AIM V.I. FINANCIAL SERVICES FUND (THE "FUND")
AN INVESTMENT PORTFOLIO OF AIM VARIABLE INSURANCE FUNDS (THE "TRUST")

(ARROW) VOTING INSTRUCTION CARD MUST BE SIGNED AND DATED BELOW.

Dated ____________________

-----------------------------------------------------------------
Signature(s) (if held jointly) (PLEASE SIGN IN BOX)

(ARROW) (ARROW) AIM VIC (sc)

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

PLEASE FILL IN BOX AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. [X]

(ARROW) PLEASE DO NOT USE FINE POINT PENS. (ARROW)

1. To elect 13 trustees to the Board of Trustees of the Trust, each of whom will serve WITHHOLD
until his or her successor is elected and qualified: AUTHORITY
FOR FOR ALL FOR ALL
ALL NOMINEES EXCEPT*

_____________________________________________________________________________________________

3. To approve changing certain fundamental investment restrictions of the Fund to provide
the Fund with more investment flexibility.

3a. Not Applicable 3e. Modification of Fundamental Restriction FOR ALL AGAINST ALL ABSTAIN ALL
on Real Estate Investments. EXCEPT AS EXCEPT AS EXCEPT AS
INDICATED INDICATED INDICATED
3b. Modification of Fundamental Restrictions 3f. Modification of Fundamental Restriction
on Issuing Senior Securities and on Purchasing or Selling Commodities.
Borrowing Money. [ ] [ ] [ ] 3.
3g. Modification of Fundamental Restriction
3c. Modification of Fundamental Restriction on Making Loans.
on Underwriting Securities.
3h. Modification of Fundamental Restriction
3d. Modification of Fundamental Restriction on Investment in Investment Companies.
on Industry Concentration.

_____________________________________________________________________________________________

TO VOTE SEPARATELY FOR A PARTICULAR SUB-PROPOSAL PLEASE WRITE THE NUMBER AND LETTER(S) OF FOR AGAINST ABSTAIN
THE SUB-PROPOSAL ON THE LINE PROVIDED AND INDICATE A "VOTE AGAINST" OR AN "ABSTENTION".

4. To approve changing AIM V.I. Financial Services Fund's sub-classification from
"diversified" to "non-diversified" and approve the elimination of a related fundamental [ ] [ ] [ ] 4.
investment restriction to provide AIM V.I. Financial Services Fund with more investment
flexibility.

PROXIES ARE AUTHORIZED TO VOTE, IN THEIR DISCRETION, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY
ADJOURNMENT OR POSTPONEMENT THEREOF.

(ARROW) PLEASE VOTE, SIGN AND DATE THIS CARD AND RETURN IT IN THE ENCLOSED ENVELOPE. AIM VIC 3 (sc) (ARROW)

PROXY TABULATOR
P.O. BOX 9112
FARMINGDALE, NY 11735

EACH CONTRACT OWNER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR CARD TODAY!

VOTING INSTRUCTION CARD VOTING INSTRUCTION CARD

PROXY SOLICITED BY THE BOARD OF TRUSTEES (THE "BOARD")
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE
HELD FEBRUARY 29, 2008

AIM V.I. GLOBAL HEALTH CARE FUND (THE "FUND")
AN INVESTMENT PORTFOLIO OF AIM VARIABLE INSURANCE FUNDS (THE "TRUST")

(ARROW) VOTING INSTRUCTION CARD MUST BE SIGNED AND DATED BELOW.

Dated ____________________

-----------------------------------------------------------------
Signature(s) (if held jointly) (PLEASE SIGN IN BOX)

NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON THIS VOTING
INSTRUCTION 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, LIMITED LIABILITY COMPANY, OR PARTNERSHIP PLEASE
SIGN IN FULL ENTITY NAME AND INDICATE THE SIGNER'S POSITION WITH
THE ENTITY.