DETERMINATION OF NET ASSET VALUE

The price of the Fund's shares is the Fund's net asset value per share. The Fund values portfolio securities for which market quotations are readily available at market value. The Fund values all other securities and assets for which market quotations are not readily available at their fair value in good faith using procedures approved by the Board of the Fund. Securities and other assets quoted in foreign currencies are valued in U.S. dollars based on the prevailing exchange rates on that day.

Even when market quotations are available, they may be stale or they may be unreliable because the security is not traded frequently, trading on the security ceased before the close of the trading market or issuer specific events occurred after the security ceased trading or because of the passage of time between the close of the market on which the security trades and the close of the NYSE and when the Fund calculates its net asset value. Issuer specific events may cause the last market quotation to be unreliable. Such events may include a merger quotation to be unreliable. Such events may include a merger or insolvency, events which affect a geographical area or an industry segment, such as political events or natural disasters, or market events, such as a significant movement in the U.S. market. Where market quotations are not readily available, including where the Advisor determines that the closing price of the security is unreliable, the Advisor will value the security at fair value in good faith using procedures approved by the Board. Fair value pricing may reduce the ability of frequent traders to take advantage of arbitrage opportunities resulting from potentially "stale" prices of portfolio holdings. However, it cannot eliminate the possibility of frequent trading.

Fair value is that amount that the owner might reasonably expect to receive for the security upon its current sale. Fair value requires consideration of all appropriate factors, including indications of fair value available from pricing services. A fair value price is an estimated price and may vary from the prices used by other mutual Funds to calculate their net asset values.

The Advisor may use indications of fair value from pricing services approved by the Board. In other circumstances, the Advisor valuation committee may fair value securities in good faith using procedures approved by the Board. As a means of evaluating its fair value process, the Advisor routinely compares closing market prices, the next day's opening prices for the security in its primary market if available, and indications of fair value from other sources. Fair value pricing methods and pricing services can change from time to time as approved by the Board.

Specific types of securities are valued as follows:

Domestic Exchange Traded Equity Securities: Market quotations are generally available and reliable for domestic exchange traded equity securities. If market quotations are not available or are unreliable, the Advisor will value the security at fair value in good faith using procedures approved by the Board.

Foreign Securities: If market quotations are available and reliable for foreign exchange traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the close of the NYSE, closing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE events occur that are significant and may make the closing price unreliable, the Fund may fair value the security. If an issuer specific event has occurred that the Advisor determines, in its judgment, is likely to have affected the closing price of a foreign security, it will price the security at fair value. The Advisor also relies on a screening process from a pricing vendor to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current market value as of the close of the NYSE. For foreign securities where the Advisor believes, at the approved degree of certainty, that the price is not reflective of current market value, the Advisor will use the indication of fair value from the pricing service to determine the fair value of the security. The pricing vendor, pricing methodology or degree of certainty may change from time to time.

Fund securities primarily traded on foreign markets may trade on days that are not business days of the Fund. Because the net asset value of Fund shares is determined only on business days of the Fund, the value of the portfolio securities of a Fund that invests in foreign securities may change on days when you will not be able to purchase or redeem shares of the Fund.

Fixed Income Securities: Government, corporate, asset-backed and municipal bonds and convertible securities, including high yield or junk bonds, are valued on the basis of prices provided by independent pricing services. Prices provided by the pricing services may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as institution-size trading in similar groups of securities, developments related to special securities, dividend rate, maturity and other market data. Prices received from pricing services are fair value prices. In addition, if the price provided by the pricing service is unreliable, the Advisor the valuation committee may fair value the security using procedures approved by the Board.

Short-term Securities: The Fund's short-term investments are valued at amortized cost when the security has 60 days or less to maturity.

Futures and Options: Futures and options are valued on the basis of market quotations, if available.

Open-end Funds: To the extent the Fund invests in other open-end Funds, the investing Fund will calculate its net asset value using the net asset value of the underlying Fund in which it invests.

The Fund discloses portfolio holdings at different times and with different lag times to insurance companies issuing variable products that invest in the Fund, and in annual, semi-annual and quarterly shareholder reports. Refer to such reports to determine the types of securities in which a Fund has invested. You may also refer to the Statement of Additional Information to determine what types of securities in which the Fund may invest. You may obtain copies of these reports or of the Statement of Additional Information from the insurance company that issued your variable product, or from the advisor as described on the back cover of this prospectus.

The Fund determines the net asset value of its shares on each day the NYSE is open for business, as of the close of the customary trading session, or earlier NYSE closing time that day.

Taxes [GRAPHIC]

The amount, timing and character of distributions to the separate account may be affected by special tax rules applicable to certain investments purchased by the Fund. Variable product owners should refer to the prospectus for their variable products for information regarding the tax consequences of owning such variable products and should consult their tax advisors before investing.

Dividends And Distributions [GRAPHIC]

DIVIDENDS

The Fund generally declares and pays dividends, if any, annually to separate accounts of insurance companies issuing the variable products. The Fund expects that its distributions will consist primarily of capital gains.

CAPITAL GAINS DISTRIBUTIONS

The Fund generally distributes long-term and short-term capital gains, if any, annually to separate accounts of insurance companies issuing the variable products.

At the election of insurance companies issuing the variable products dividends and distributions are automatically reinvested at net asset value in shares of the Fund.

Voting Rights
Since the shares of the Fund are owned by your insurance company and not by you directly, you will not vote shares of the Fund. Your insurance company will vote the shares that it holds as required by state and federal law. Your contract prospectus contains more information on your rights to instruct your insurance company how to vote Fund shares held in connection with your contract.
Share Classes
The Fund has two classes of shares, Series I shares and Series II shares. Each class is identical except that Series II shares has a distribution or "Rule 12b-1 Plan". This prospectus relates to the Series I shares.

Payments to Insurance Companies

ADI, the distributor of the Fund, or one or more of its corporate affiliates, may make cash revenue sharing payments to the insurance company or an affiliate in connection with promotion of the Fund and certain other marketing support services. ADI makes these payments from its own resources, from ADI's retention of underwriting concessions.

ADI makes revenue sharing payments as incentives to certain insurance companies to promote the sale and retention of shares of the Fund. The benefits ADI receives when it makes these payments include, among other things, adding the Fund to the list of underlying investment options in the insurance companies' variable products, and access (in some cases on a preferential basis over other competitors) to individual members of the insurance companies' sales force or to the insurance companies' management. Revenue sharing payments are sometimes referred to as "shelf space" payments because the payments compensate the insurance company for including the Fund in its variable products (on its "sales shelf"). ADI compensates insurance companies differently depending typically on the level and/or type of considerations provided by the insurance company. The revenue sharing payments ADI makes will be calculated on the average daily net assets of the Fund attributable to that particular

insurance company ("Asset-Based Payments"), in which case the total amount of such cash payments shall not exceed 0.25% per annum of those assets during a defined period. Asset-Based Payments primarily create incentives to retain assets of the Fund in insurance company separate accounts.

ADI is motivated to make the payments described above since they promote the sale of Fund shares and the retention of those investments by clients of insurance companies. To the extent insurance companies' sell more shares of the Fund or retain shares of the Fund in their variable product owners' accounts, ADI benefits from the incremental management and other fees paid to ADI by the Fund with respect to those assets.

In addition to the payments listed above, the Advisor may also reimburse insurance companies for certain administrative services provided to variable product owners. Under a Master Administrative Services Agreement, between the Fund and the Advisor, the Advisor is entitled to receive from the Fund reimbursement of its costs or such reasonable compensation as may be approved by the Board of the Fund. Under this arrangement, the Advisor provides, or assures that insurance companies issuing variable products will provide, certain variable product owner-related services. These services, include, but are not limited to, facilitation of variable product owners' purchase and redemption requests; distribution to existing variable product owners of copies of Fund prospectuses, proxy materials, periodic Fund reports, and other materials; maintenance of variable product owners' records; and variable product owners services and communications. Currently, these administrative service payments made by the Fund to the Advisor, are subject to an annual limit of 0.25% of the average net assets invested in the Fund by each insurance company. Any amounts paid by the Advisor to an insurance company in excess of 0.25% of the average net assets invested in the Fund are paid by the Advisor out of its own financial resources, and not out of the Fund's assets.

You can find further details in the Statement of Additional Information about these payments and the services provided by insurance companies. In certain cases these payments could be significant to the insurance company. Your insurance company may charge you additional fees or commissions, on your variable product other than those disclosed in this prospectus. You can ask your insurance company about any payments it receives from AIM, ADI, or the Fund, as well as about fees and/or commissions it charges.

DETERMINATION OF NET ASSET VALUE

The price of the Fund's shares is the Fund's net asset value per share. The Fund values portfolio securities for which market quotations are readily available at market value. The Fund values all other securities and assets for which market quotations are not readily available at their fair value in good faith using procedures approved by the Board of the Fund. Securities and other assets quoted in foreign currencies are valued in U.S. dollars based on the prevailing exchange rates on that day.

Even when market quotations are available, they may be stale or they may be unreliable because the security is not traded frequently, trading on the security ceased before the close of the trading market or issuer specific events occurred after the security ceased trading or because of the passage of time between the close of the market on which the security trades and the close of the NYSE and when the Fund calculates its net asset value. Issuer specific events may cause the last market quotation to be unreliable. Such events may include a merger quotation to be unreliable. Such events may include a merger or insolvency, events which affect a geographical area or an industry segment, such as political events or natural disasters, or market events, such as a significant movement in the U.S. market. Where market quotations are not readily available, including where the Advisor determines that the closing price of the security is unreliable, the Advisor will value the security at fair value in good faith using procedures approved by the Board. Fair value pricing may reduce the ability of frequent traders to take advantage of arbitrage opportunities resulting from potentially "stale" prices of portfolio holdings. However, it cannot eliminate the possibility of frequent trading.

Fair value is that amount that the owner might reasonably expect to receive for the security upon its current sale. Fair value requires consideration of all appropriate factors, including indications of fair value available from pricing services. A fair value price is an estimated price and may vary from the prices used by other mutual Funds to calculate their net asset values.

The Advisor may use indications of fair value from pricing services approved by the Board. In other circumstances, the Advisor valuation committee may fair value securities in good faith using procedures approved by the Board. As a means of evaluating its fair value process, the Advisor routinely compares closing market prices, the next day's opening prices for the security in its primary market if available, and indications of fair value from other sources. Fair value pricing methods and pricing services can change from time to time as approved by the Board.

Specific types of securities are valued as follows:

Domestic Exchange Traded Equity Securities: Market quotations are generally available and reliable for domestic exchange traded equity securities. If market quotations are not available or are unreliable, the Advisor will value the security at fair value in good faith using procedures approved by the Board.

Foreign Securities: If market quotations are available and reliable for foreign exchange traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the close of the NYSE, closing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE events occur that are significant and may make the closing price unreliable, the Fund may fair value the security. If an issuer specific event has occurred that the Advisor determines, in its judgment, is likely to have affected the closing price of a foreign security, it will price the security at fair value. The Advisor also relies on a screening process from a pricing vendor to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current market value as of the close of the NYSE. For foreign securities where the Advisor believes, at the approved degree of certainty, that the price is not reflective of current market value, the Advisor will use the indication of fair value from the pricing service to determine the fair value of the security. The pricing vendor, pricing methodology or degree of certainty may change from time to time.

Fund securities primarily traded on foreign markets may trade on days that are not business days of the Fund. Because the net asset value of Fund shares is determined only on business days of the Fund, the value of the portfolio securities of a Fund that invests in foreign securities may change on days when you will not be able to purchase or redeem shares of the Fund.

Fixed Income Securities: Government, corporate, asset-backed and municipal bonds and convertible securities, including high yield or junk bonds, are valued on the basis of prices provided by independent pricing services. Prices provided by the pricing services may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as institution-size trading in similar groups of securities, developments related to special securities, dividend rate, maturity and other market data. Prices received from pricing services are fair value prices. In addition, if the price provided by the pricing service is unreliable, the Advisor the valuation committee may fair value the security using procedures approved by the Board.

Short-term Securities: The Fund's short-term investments are valued at amortized cost when the security has 60 days or less to maturity.

Futures and Options: Futures and options are valued on the basis of market quotations, if available.

Open-end Funds: To the extent the Fund invests in other open-end Funds, the investing Fund will calculate its net asset value using the net asset value of the underlying Fund in which it invests.

The Fund discloses portfolio holdings at different times and with different lag times to insurance companies issuing variable products that invest in the Fund, and in annual, semi-annual and quarterly shareholder reports. Refer to such reports to determine the types of securities in which a Fund has invested. You may also refer to the Statement of Additional Information to determine what types of securities in which the Fund may invest. You may obtain copies of these reports or of the Statement of Additional Information from the insurance company that issued your variable product, or from the advisor as described on the back cover of this prospectus.

The Fund determines the net asset value of its shares on each day the NYSE is open for business, as of the close of the customary trading session, or earlier NYSE closing time that day.

Taxes [GRAPHIC] The amount, timing and character of distributions to the separate account may be affected by special tax rules applicable to certain investments purchased by the fund. Variable product owners should refer to the prospectus for their variable products for information regarding the tax consequences of owning such variable products and should consult their tax advisors before investing.

Dividends And Distributions [GRAPHIC]

DIVIDENDS

The Fund generally declares and pays dividends, if any, annually to separate accounts of insurance companies issuing the variable products. The Fund expects that is distributions will consist primarily of capital gains.

CAPITAL GAINS DISTRIBUTIONS

The Fund generally distributes long-term and short-term capital gains, if any, annually to separate accounts of insurance companies issuing the variable products.

At the election of insurance companies, issuing the variable products dividends and distributions are automatically reinvested at net asset value in shares of the fund.

Voting Rights
Since the shares of the Fund are owned by your insurance company and not by you directly, you will not vote shares of the Fund. Your insurance company will vote the shares that it holds as required by state and federal law. Your contract prospectus contains more information on your rights to instruct your insurance company how to vote Fund shares held in connection with your contract.
Share Classes
The Fund has two classes of shares, Series I shares and Series II shares. Each class is identical except that Series II shares has a distribution or "Rule 12b-1 Plan" which is described in this prospectus. Distribution Plan
The Fund has adopted a distribution or "Rule 12b-1" plan for its Series II shares. The plan allows the Fund to pay distribution fees to life insurance companies and others to promote the sale and distribution of Series II shares. The plan provides for a maximum fee equal to an annual rate of 0.25% (expressed as a percentage of average daily net assets of the Fund). Because the Fund pays these fees out of its assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than other types of charges.

Payments To Insurance Companies

The insurance company that issued your variable product, or one of its affiliates may receive all the Rule 12b-1 distribution fees discussed above. In addition to those payments, ADI, the distributor of the Fund, or one or more of its corporate affiliates, may make additional cash revenue sharing payments to the insurance company or an affiliate in connection with promotion of the Fund and certain other marketing support services. ADI makes these payments from its own resources, from ADI's retention of underwriting concessions and from payments to ADI under Rule 12b-1 plans.

ADI makes revenue sharing payments as incentives to certain insurance companies to promote the sale and retention of shares of the Fund. The benefits ADI receives when it makes these payments include, among other things, adding the Fund to the list of underlying investment options in the insurance companies' variable products, and access (in some cases on a preferential basis over other competitors) to individual members of the insurance companies' sales force or to the insurance companies' management. Revenue sharing payments are sometimes referred to as "shelf space" payments because the payments compensate the insurance company for including the Fund in its variable products (on its "sales shelf"). ADI compensates insurance companies differently depending typically on the level and/or type of considerations provided by the insurance company. The revenue sharing payments ADI makes will be calculated on the average daily net assets of the Fund attributable to that particular insurance company ("Asset-Based Payments"), in which case the total amount of such cash payments shall not exceed 0.25% per annum of those assets during a defined period. Asset-Based Payments primarily create incentives to retain assets of the Fund in insurance company separate accounts.

ADI is motivated to make the payments described above since they promote the sale of Fund shares and the retention of those investments by clients of insurance companies. To the extent insurance companies' sell more shares of the Fund or retain shares of the Fund in their variable product owners' accounts, ADI benefits from the incremental management and other fees paid to ADI by the Fund with respect to those assets.

In addition to the payments listed above, the Advisor may also reimburse insurance companies for certain administrative services provided to variable product owners. Under a Master Administrative Services Agreement, between the Fund and the Advisor, the Advisor is entitled to receive from the Fund reimbursement of its costs or such reasonable compensation as may be approved by the Board of the Fund. Under this arrangement, the Advisor provides, or assures that insurance companies issuing variable products will provide, certain variable product owner-related services. These services, include, but are not limited to, facilitation of variable product owners' purchase and redemption requests; distribution to existing variable product owners of copies of Fund prospectuses, proxy materials, periodic Fund reports, and other materials; maintenance of variable product owners' records; and variable product owners services and communications. Currently, these administrative service payments made by the Fund to the Advisor, are subject to an annual limit of 0.25% of the average net assets invested in the Fund by each insurance company. Any amounts paid by the Advisor to an insurance company in excess of 0.25% of the average net assets invested in the Fund are paid by the Advisor out of its own financial resources, and not out of the Fund's assets.

You can find further details in the Statement of Additional Information about these payments and the services provided by insurance companies. In certain cases these payments could be significant to the insurance company. Your insurance company may charge you additional fees or commissions, on your variable product other than those disclosed in this prospectus. You can ask your insurance company about any payments it receives from AIM, ADI, or the Fund, as well as about fees and/or commissions it charges.

DETERMINATION OF NET ASSET VALUE

The price of the Fund's shares is the Fund's net asset value per share. The Fund values portfolio securities for which market quotations are readily available at market value. The Fund values all other securities and assets for which market quotations are not readily available at their fair value in good faith using procedures approved by the Board of the Fund. Securities and other assets quoted in foreign currencies are valued in U.S. dollars based on the prevailing exchange rates on that day.

Even when market quotations are available, they may be stale or they may be unreliable because the security is not traded frequently, trading on the security ceased before the close of the trading market or issuer specific events occurred after the security ceased trading or because of the passage of time between the close of the market on which the security trades and the close of the NYSE and when the Fund calculates its net asset value. Issuer specific events may cause the last market quotation to be unreliable. Such events may include a merger quotation to be unreliable. Such events may include a merger or insolvency, events which affect a geographical area or an industry segment, such as political events or natural disasters, or market events, such as a significant movement in the U.S. market. Where market quotations are not readily available, including where the Advisor determines that the closing price of the security is unreliable, the Advisor will value the security at fair value in good faith using procedures approved by the Board. Fair value pricing may reduce the ability of frequent traders to take advantage of arbitrage opportunities resulting from potentially "stale" prices of portfolio holdings. However, it cannot eliminate the possibility of frequent trading.

Fair value is that amount that the owner might reasonably expect to receive for the security upon its current sale. Fair value requires consideration of all appropriate factors, including indications of fair value available from pricing services. A fair value price is an estimated price and may vary from the prices used by other mutual Funds to calculate their net asset values.

The Advisor may use indications of fair value from pricing services approved by the Board. In other circumstances, the Advisor valuation committee may fair value securities in good faith using procedures approved by the Board. As a means of evaluating its fair value process, the Advisor routinely compares closing market prices, the next day's opening prices for the security in its primary market if available, and indications of fair value from other sources. Fair value pricing methods and pricing services can change from time to time as approved by the Board.

Specific types of securities are valued as follows:

Domestic Exchange Traded Equity Securities: Market quotations are generally available and reliable for domestic exchange traded equity securities. If market quotations are not available or are unreliable, the Advisor will value the security at fair value in good faith using procedures approved by the Board.

Foreign Securities: If market quotations are available and reliable for foreign exchange traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the close of the NYSE, closing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE events occur that are significant and may make the closing price unreliable, the Fund may fair value the security. If an issuer specific event has occurred that the Advisor determines, in its judgment, is likely to have affected the closing price of a foreign security, it will price the security at fair value. The Advisor also relies on a screening process

from a pricing vendor to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current market value as of the close of the NYSE. For foreign securities where the Advisor believes, at the approved degree of certainty, that the price is not reflective of current market value, the Advisor will use the indication of fair value from the pricing service to determine the fair value of the security. The pricing vendor, pricing methodology or degree of certainty may change from time to time.

Fund securities primarily traded on foreign markets may trade on days that are not business days of the Fund. Because the net asset value of Fund shares is determined only on business days of the Fund, the value of the portfolio securities of a Fund that invests in foreign securities may change on days when you will not be able to purchase or redeem shares of the Fund.

Fixed Income Securities: Government, corporate, asset-backed and municipal bonds and convertible securities, including high yield or junk bonds, are valued on the basis of prices provided by independent pricing services. Prices provided by the pricing services may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as institution-size trading in similar groups of securities, developments related to special securities, dividend rate, maturity and other market data. Prices received from pricing services are fair value prices. In addition, if the price provided by the pricing service is unreliable, the Advisor the valuation committee may fair value the security using procedures approved by the Board.

Short-term Securities: The Fund's short-term investments are valued at amortized cost when the security has 60 days or less to maturity.

Futures and Options: Futures and options are valued on the basis of market quotations, if available.

Open-end Funds: To the extent the Fund invests in other open-end Funds, the investing Fund will calculate its net asset value using the net asset value of the underlying Fund in which it invests.

The Fund discloses portfolio holdings at different times and with different lag times to insurance companies issuing variable products that invest in the Fund, and in annual, semi-annual and quarterly shareholder reports. Refer to such reports to determine the types of securities in which a Fund has invested. You may also refer to the Statement of Additional Information to determine what types of securities in which the Fund may invest. You may obtain copies of these reports or of the Statement of Additional Information from the insurance company that issued your variable product, or from the advisor as described on the back cover of this prospectus.

The Fund determines the net asset value of its shares on each day the NYSE is open for business, as of the close of the customary trading session, or earlier NYSE closing time that day.

Taxes [GRAPHIC]

The amount, timing and character of distributions to the separate account may be affected by special tax rules applicable to certain investments purchased by the Fund. Variable product owners should refer to the prospectus for their variable products for information regarding the tax consequences of owning such variable products and should consult their tax advisors before investing.

Dividends And Distributions [GRAPHIC]

DIVIDENDS

The Fund generally declares and pays dividends, if any, annually to separate accounts of insurance companies issuing the variable products. The Fund expects that its distributions will consist primarily of capital gains.

CAPITAL GAINS DISTRIBUTIONS

The Fund generally distributes long-term and short-term capital gains, if any, annually to separate accounts of insurance companies issuing the variable products.

At the election of insurance companies issuing the variable products dividends and distributions are automatically reinvested at net asset value in shares of the Fund.

Voting Rights
Since the shares of the Fund are owned by your insurance company and not by you directly, you will not vote shares of the Fund. Your insurance company will vote the shares that it holds as required by state and federal law. Your contract prospectus contains more information on your rights to instruct your insurance company how to vote Fund shares held in connection with your contract.
Share Classes
The Fund has two classes of shares, Series I shares and Series II shares. Each class is identical except that Series II shares has a distribution of "Rule 12b-1 Plan". This prospectus relates to the Series I shares.

Payments to Insurance Companies

ADI, the distributor of the Fund, or one or more of its corporate affiliates, may make cash revenue sharing payments to the insurance company or an affiliate in connection with promotion of the Fund and certain other marketing support services. ADI makes these payments from its own resources, from ADI's retention of underwriting concessions.

ADI makes revenue sharing payments as incentives to certain insurance companies to promote the sale and retention of shares of the Fund. The benefits ADI receives when it makes these payments include, among other things, adding the Fund to the list of underlying investment options in the insurance companies' variable products, and access (in some cases on a preferential basis over other competitors) to individual members of the insurance companies' sales force or to the insurance companies' management. Revenue sharing payments are sometimes referred to as "shelf space" payments because the payments compensate the insurance company for including the Fund in its variable products (on its "sales shelf"). ADI compensates insurance companies differently depending typically on the level and/or type of considerations provided by the insurance company. The revenue sharing payments ADI makes will be calculated on the average daily net assets of the Fund attributable to that particular insurance company ("Asset-Based Payments"), in which case the total amount of such cash payments shall not exceed 0.25% per annum of those assets during a defined period. Asset-Based Payments primarily create incentives to retain assets of the Fund in insurance company separate accounts.

ADI is motivated to make the payments described above since they promote the sale of Fund shares and the retention of those investments by clients of insurance companies. To the extent insurance companies' sell more shares of the Fund or retain shares of the Fund in their variable product owners' accounts, ADI benefits from the incremental management and other fees paid to ADI by the Fund with respect to those assets.

In addition to the payments listed above, the Advisor may also reimburse insurance companies for certain administrative services provided to variable product owners. Under a Master Administrative Services Agreement, between the Fund and the Advisor, the Advisor is entitled to receive from the Fund reimbursement of its costs or such reasonable compensation as may be approved by the Board of the Fund. Under this arrangement, the Advisor provides, or assures that insurance companies issuing variable products will provide, certain variable product owner-related services. These services, include, but are not limited to, facilitation of variable product owners' purchase and redemption requests; distribution to existing variable product owners of copies of Fund prospectuses, proxy materials, periodic Fund reports, and other materials; maintenance of variable product owners' records; and variable product owners services and communications. Currently, these administrative service payments made by the Fund to the Advisor, are subject to an annual limit of 0.25% of the average net assets invested in the Fund by each insurance company. Any amounts paid by the Advisor to an insurance company in excess of 0.25% of the average net assets invested in the Fund are paid by the Advisor out of its own financial resources, and not out of the Fund's assets.

You can find further details in the Statement of Additional Information about these payments and the services provided by insurance companies. In certain cases these payments could be significant to the insurance company. Your insurance company may charge you additional fees or commissions, on your variable product other than those disclosed in this prospectus. You can ask your insurance company about any payments it receives from AIM, ADI, or the Fund, as well as about fees and/or commissions it charges.

DETERMINATION OF NET ASSET VALUE

The price of the Fund's shares is the Fund's net asset value per share. The Fund values portfolio securities for which market quotations are readily available at market value. The Fund values all other securities and assets for which market quotations are not readily available at their fair value in good faith using procedures approved by the Board of the Fund. Securities and other assets quoted in foreign currencies are valued in U.S. dollars based on the prevailing exchange rates on that day.

Even when market quotations are available, they may be stale or they may be unreliable because the security is not traded frequently, trading on the security ceased before the close of the trading market or issuer specific events occurred after the security ceased trading or because of the passage of time between the close of the market on which the security trades and the close of the NYSE and when the Fund calculates its net asset value. Issuer specific events may cause the last market quotation to be unreliable. Such events may include a merger quotation to be unreliable. Such events may include a merger or insolvency, events which affect a geographical area or an industry segment, such as political events or natural disasters, or market events, such as a significant movement in the U.S. market. Where market quotations are not readily available, including where the Advisor determines that the closing price of the security is unreliable, the Advisor will value the security at fair value in good faith using procedures approved by the Board. Fair value pricing may reduce the ability of frequent traders to take advantage of arbitrage opportunities resulting from potentially "stale" prices of portfolio holdings. However, it cannot eliminate the possibility of frequent trading.

Fair value is that amount that the owner might reasonably expect to receive for the security upon its current sale. Fair value requires consideration of all appropriate factors, including indications of fair value available from pricing services. A fair value price is an estimated price and may vary from the prices used by other mutual Funds to calculate their net asset values.

The Advisor may use indications of fair value from pricing services approved by the Board. In other circumstances, the Advisor valuation committee may fair value securities in good faith using procedures approved by the Board. As a means of evaluating its fair value process, the Advisor routinely compares closing market prices, the next day's opening prices for the security in its primary market if available, and indications of fair value from other sources. Fair value pricing methods and pricing services can change from time to time as approved by the Board.

Specific types of securities are valued as follows:

Domestic Exchange Traded Equity Securities: Market quotations are generally available and reliable for domestic exchange traded equity securities. If market quotations are not available or are unreliable, the Advisor will value the security at fair value in good faith using procedures approved by the Board.

Foreign Securities: If market quotations are available and reliable for foreign exchange traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the close of the NYSE, clos-

ing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE events occur that are significant and may make the closing price unreliable, the Fund may fair value the security. If an issuer specific event has occurred that the Advisor determines, in its judgment, is likely to have affected the closing price of a foreign security, it will price the security at fair value. The Advisor also relies on a screening process from a pricing vendor to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current market value as of the close of the NYSE. For foreign securities where the Advisor believes, at the approved degree of certainty, that the price is not reflective of current market value, the Advisor will use the indication of fair value from the pricing service to determine the fair value of the security. The pricing vendor, pricing methodology or degree of certainty may change from time to time.

Fund securities primarily traded on foreign markets may trade on days that are not business days of the Fund. Because the net asset value of Fund shares is determined only on business days of the Fund, the value of the portfolio securities of a Fund that invests in foreign securities may change on days when you will not be able to purchase or redeem shares of the Fund.

Fixed Income Securities: Government, corporate, asset-backed and municipal bonds and convertible securities, including high yield or junk bonds, are valued on the basis of prices provided by independent pricing services. Prices provided by the pricing services may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as institution-size trading in similar groups of securities, developments related to special securities, dividend rate, maturity and other market data. Prices received from pricing services are fair value prices. In addition, if the price provided by the pricing service is unreliable, the Advisor the valuation committee may fair value the security using procedures approved by the Board.

Short-term Securities: The Fund's short-term investments are valued at amortized cost when the security has 60 days or less to maturity.

Futures and Options: Futures and options are valued on the basis of market quotations, if available.

Open-end Funds: To the extent the Fund invests in other open-end Funds, the investing Fund will calculate its net asset value using the net asset value of the underlying Fund in which it invests.

The Fund discloses portfolio holdings at different times and with different lag times to insurance companies issuing variable products that invest in the Fund, and in annual, semi-annual and quarterly shareholder reports. Refer to such reports to determine the types of securities in which a Fund has invested. You may also refer to the Statement of Additional Information to determine what types of securities in which the Fund may invest. You may obtain copies of these reports or of the Statement of Additional Information from the insurance company that issued your variable product, or from the advisor as described on the back cover of this prospectus.

The Fund determines the net asset value of its shares on each day the NYSE is open for business, as of the close of the customary trading session, or earlier NYSE closing time that day.

Taxes [GRAPHIC]

The amount, timing and character of distributions to the separate account may be affected by special tax rules applicable to certain investments purchased by the Fund. Variable product owners should refer to the prospectus for their variable products for information regarding the tax consequences of owning such variable products and should consult their tax advisors before investing.

Dividends And Distributions [GRAPHIC]

DIVIDENDS

The Fund generally declares and pays dividends, if any, annually to separate accounts of insurance companies issuing the variable products. The Fund expects that its distributions will consist primarily of capital gains.

CAPITAL GAINS DISTRIBUTIONS

The Fund generally distributes long-term and short-term capital gains, if any, annually to separate accounts of insurance companies issuing the variable products.

At the election of insurance companies issuing the variable products dividends and distributions are automatically reinvested at net asset value in shares of the Fund.

Voting Rights
Since the shares of the Fund are owned by your insurance company and not by you directly, you will not vote shares of the Fund. Your insurance company will vote the shares that it holds as required by state and federal law. Your contract prospectus

contains more information on your rights to instruct your insurance company how to vote Fund shares held in connection with your contract. Share Classes
The Fund has two classes of shares, Series I shares and Series II shares. Each class is identical except that Series II shares has a distribution of "Rule 12b-1 Plan", which is described in this prospectus. Distribution Plan
The Fund has adopted a distribution or "Rule 12b-1" plan for its Series II shares. The plan allows the Fund to pay distribution fees to life insurance companies and others to promote the sale and distribution of Series II shares. The plan provides for a maximum fee equal to an annual rate of 0.25% (expressed as a percentage of average daily net assets of the Fund). Because the Fund pays these fees out of its assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than other types of charges.

Payments To Insurance Companies

The insurance company that issued your variable product, or one of its affiliates may receive all the Rule 12b-1 distribution fees discussed above. In addition to those payments, ADI, the distributor of the Fund, or one or more of its corporate affiliates, may make additional cash revenue sharing payments to the insurance company or an affiliate in connection with promotion of the Fund and certain other marketing support services. ADI makes these payments from its own resources, from ADI's retention of underwriting concessions and from payments to ADI under Rule 12b-1 plans.

ADI makes revenue sharing payments as incentives to certain insurance companies to promote the sale and retention of shares of the Fund. The benefits ADI receives when it makes these payments include, among other things, adding the Fund to the list of underlying investment options in the insurance companies' variable products, and access (in some cases on a preferential basis over other competitors) to individual members of the insurance companies' sales force or to the insurance companies' management. Revenue sharing payments are sometimes referred to as "shelf space" payments because the payments compensate the insurance company for including the Fund in its variable products (on its "sales shelf"). ADI compensates insurance companies differently depending typically on the level and/or type of considerations provided by the insurance company. The revenue sharing payments ADI makes will be calculated on the average daily net assets of the Fund attributable to that particular insurance company ("Asset-Based Payments"), in which case the total amount of such cash payments shall not exceed 0.25% per annum of those assets during a defined period. Asset-Based Payments primarily create incentives to retain assets of the Fund in insurance company separate accounts.

ADI is motivated to make the payments described above since they promote the sale of Fund shares and the retention of those investments by clients of insurance companies. To the extent insurance companies' sell more shares of the Fund or retain shares of the Fund in their variable product owners' accounts, ADI benefits from the incremental management and other fees paid to ADI by the Fund with respect to those assets.

In addition to the payments listed above, the Advisor may also reimburse insurance companies for certain administrative services provided to variable product owners. Under a Master Administrative Services Agreement, between the Fund and the Advisor, the Advisor is entitled to receive from the Fund reimbursement of its costs or such reasonable compensation as may be approved by the Board of the Fund. Under this arrangement, the Advisor provides, or assures that insurance companies issuing variable products will provide, certain variable product owner-related services. These services, include, but are not limited to, facilitation of variable product owners' purchase and redemption requests; distribution to existing variable product owners of copies of Fund prospectuses, proxy materials, periodic Fund reports, and other materials; maintenance of variable product owners' records; and variable product owners services and communications. Currently, these administrative service payments made by the Fund to the Advisor, are subject to an annual limit of 0.25% of the average net assets invested in the Fund by each insurance company. Any amounts paid by the Advisor to an insurance company in excess of 0.25% of the average net assets invested in the Fund are paid by the Advisor out of its own financial resources, and not out of the Fund's assets.

You can find further details in the Statement of Additional Information about these payments and the services provided by insurance companies. In certain cases these payments could be significant to the insurance company. Your insurance company may charge you additional fees or commissions, on your variable product other than those disclosed in this prospectus. You can ask your insurance company about any payments it receives from AIM, ADI, or the Fund, as well as about fees and/or commissions it charges.

DETERMINATION OF NET ASSET VALUE

The price of the Fund's shares is the Fund's net asset value per share. The Fund values portfolio securities for which market quotations are readily available at market value. The Fund values all other securities and assets for which market quotations are not readily available at their fair value in good faith using procedures approved by the Board of the Fund. Securities and other assets quoted in foreign currencies are valued in U.S. dollars based on the prevailing exchange rates on that day.

Even when market quotations are available, they may be stale or they may be unreliable because the security is not traded frequently, trading on the security ceased before the close of the trading market or issuer specific events occurred after the security ceased trading or because of the passage of time between the close of the market on which the security trades and the close of the NYSE and when the Fund calculates its net asset value. Issuer specific events may cause the last market quotation to be unreliable. Such events may include a merger quotation to be unreliable. Such events may include a merger or insolvency, events which affect a geographical area or an industry segment, such as political events or natural disasters, or market events, such as a significant movement in the U.S. market. Where market quotations are not readily available, including where the Advisor determines that the closing price of the security is unreliable, the Advisor will value the security at fair value in good faith using procedures approved by the Board. Fair value pricing may reduce the ability of frequent traders to take advantage of arbitrage opportunities resulting from potentially "stale" prices of portfolio holdings. However, it cannot eliminate the possibility of frequent trading.

Fair value is that amount that the owner might reasonably expect to receive for the security upon its current sale. Fair value requires consideration of all appropriate factors, including indications of fair value available from pricing services. A fair value price is an estimated price and may vary from the prices used by other mutual Funds to calculate their net asset values.

The Advisor may use indications of fair value from pricing services approved by the Board. In other circumstances, the Advisor valuation committee may fair value securities in good faith using procedures approved by the Board. As a means of evaluating its fair value process, the Advisor routinely compares closing market prices, the next day's opening prices for the security in its primary market if available, and indications of fair value from other sources. Fair value pricing methods and pricing services can change from time to time as approved by the Board.

Specific types of securities are valued as follows:

Domestic Exchange Traded Equity Securities: Market quotations are generally available and reliable for domestic exchange traded equity securities. If market quotations are not available or are unreliable, the Advisor will value the security at fair value in good faith using procedures approved by the Board.

Foreign Securities: If market quotations are available and reliable for foreign exchange traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the close of the NYSE, closing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE events occur that are significant and may make the closing price unreliable, the Fund may fair value the security. If an issuer specific event has occurred that the Advisor determines, in its judgment, is likely to have affected the closing price of a foreign security, it will price the security at fair value. The Advisor also relies on a screening process

from a pricing vendor to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current market value as of the close of the NYSE. For foreign securities where the Advisor believes, at the approved degree of certainty, that the price is not reflective of current market value, the Advisor will use the indication of fair value from the pricing service to determine the fair value of the security. The pricing vendor, pricing methodology or degree of certainty may change from time to time.

Fund securities primarily traded on foreign markets may trade on days that are not business days of the Fund. Because the net asset value of Fund shares is determined only on business days of the Fund, the value of the portfolio securities of a Fund that invests in foreign securities may change on days when you will not be able to purchase or redeem shares of the Fund.

Fixed Income Securities: Government, corporate, asset-backed and municipal bonds and convertible securities, including high yield or junk bonds, are valued on the basis of prices provided by independent pricing services. Prices provided by the pricing services may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as institution-size trading in similar groups of securities, developments related to special securities, dividend rate, maturity and other market data. Prices received from pricing services are fair value prices. In addition, if the price provided by the pricing service is unreliable, the Advisor the valuation committee may fair value the security using procedures approved by the Board.

Short-term Securities: The Fund's short-term investments are valued at amortized cost when the security has 60 days or less to maturity.

Futures and Options: Futures and options are valued on the basis of market quotations, if available.

Open-end Funds: To the extent the Fund invests in other open-end Funds, the investing Fund will calculate its net asset value using the net asset value of the underlying Fund in which it invests.

The Fund discloses portfolio holdings at different times and with different lag times to insurance companies issuing variable products that invest in the Fund, and in annual, semi-annual and quarterly shareholder reports. Refer to such reports to determine the types of securities in which a Fund has invested. You may also refer to the Statement of Additional Information to determine what types of securities in which the Fund may invest. You may obtain copies of these reports or of the Statement of Additional Information from the insurance company that issued your variable product, or from the advisor as described on the back cover of this prospectus.

The Fund determines the net asset value of its shares on each day the NYSE is open for business, as of the close of the customary trading session, or earlier NYSE closing time that day.

Taxes [GRAPHIC]

The amount, timing and character of distributions to the separate account may be affected by special tax rules applicable to certain investments purchased by the Fund. Variable product owners should refer to the prospectus for their variable products for information regarding the tax consequences of owning such variable products and should consult their tax advisors before investing.

Dividends And Distributions [GRAPHIC]

DIVIDENDS

The Fund generally declares and pays dividends, if any, annually to separate accounts of insurance companies issuing the variable products. The Fund expects that its distributions will consist primarily of capital gains.

CAPITAL GAINS DISTRIBUTIONS

The Fund generally distributes long-term and short-term capital gains, if any, annually to separate accounts of insurance companies issuing the variable products.

At the election of insurance companies issuing the variable products dividends and distributions are automatically reinvested at net asset value in shares of the Fund.

Voting Rights
Since the shares of the Fund are owned by your insurance company and not by you directly, you will not vote shares of the Fund. Your insurance company will vote the shares that it holds as required by state and federal law. Your contract prospectus contains more information on your rights to instruct your insurance company how to vote Fund shares held in connection with your contract.
Share Classes
The Fund has two classes of shares, Series I shares and Series II shares. Each class is identical except that Series II shares has a distribution or "Rule 12b-1 Plan". This prospectus relates to the Series I shares.

Payments to Insurance Companies

ADI, the distributor of the Fund, or one or more of its corporate affiliates, may make cash revenue sharing payments to the insurance company or an affiliate in connection with promotion of the Fund and certain other marketing support services. ADI makes these payments from its own resources, from ADI's retention of underwriting concessions.

ADI makes revenue sharing payments as incentives to certain insurance companies to promote the sale and retention of shares of the Fund. The benefits ADI receives when it makes these payments include, among other things, adding the Fund to the list of underlying investment options in the insurance companies' variable products, and access (in some cases on a preferential basis over other competitors) to individual members of the insurance companies' sales force or to the insurance companies' management. Revenue sharing payments are sometimes referred to as "shelf space" payments because the payments compensate the insurance company for including the Fund in its variable products (on its "sales shelf"). ADI compensates insurance companies differently depending typically on the level and/or type of considerations provided by the insurance company. The revenue sharing payments ADI makes will be calculated on the average daily net assets of the Fund attributable to that particular insurance company ("Asset-Based Payments"), in which case the total amount of such cash payments shall not exceed 0.25% per annum of those assets during a defined period. Asset-Based Payments primarily create incentives to retain assets of the Fund in insurance company separate accounts.

ADI is motivated to make the payments described above since they promote the sale of Fund shares and the retention of those investments by clients of insurance companies. To the extent insurance companies' sell more shares of the Fund or retain shares of the Fund in their variable product owners' accounts, ADI benefits from the incremental management and other fees paid to ADI by the Fund with respect to those assets.

In addition to the payments listed above, the Advisor may also reimburse insurance companies for certain administrative services provided to variable product owners. Under a Master Administrative Services Agreement, between the Fund and the Advisor, the Advisor is entitled to receive from the Fund reimbursement of its costs or such reasonable compensation as may be approved by the Board of the Fund. Under this arrangement, the Advisor provides, or assures that insurance companies issuing variable products will provide, certain variable product owner-related services. These services, include, but are not limited to, facilitation of variable product owners' purchase and redemption requests; distribution to existing variable product owners of copies of Fund prospectuses, proxy materials, periodic Fund reports, and other materials; maintenance of variable product owners' records; and variable product owners services and communications. Currently, these administrative service payments made by the Fund to the Advisor, are subject to an annual limit of 0.25% of the average net assets invested in the Fund by each insurance company. Any amounts paid by the Advisor to an insurance company in excess of 0.25% of the average net assets invested in the Fund are paid by the Advisor out of its own financial resources, and not out of the Fund's assets.

You can find further details in the Statement of Additional Information about these payments and the services provided by insurance companies. In certain cases these payments could be significant to the insurance company. Your insurance company may charge you additional fees or commissions, on your variable product other than those disclosed in this prospectus. You can ask your insurance company about any payments it receives from AIM, ADI, or the Fund, as well as about fees and/or commissions it charges.

DETERMINATION OF NET ASSET VALUE

The price of the Fund's shares is the Fund's net asset value per share. The Fund values portfolio securities for which market quotations are readily available at market value. The Fund values all other securities and assets for which market quotations are not readily available at their fair value in good faith using procedures approved by the Board of the Fund. Securities and other assets quoted in foreign currencies are valued in U.S. dollars based on the prevailing exchange rates on that day.

Even when market quotations are available, they may be stale or they may be unreliable because the security is not traded frequently, trading on the security ceased before the close of the trading market or issuer specific events occurred after the security ceased trading or because of the passage of time between the close of the market on which the security trades and the close of the NYSE and when the Fund calculates its net asset value. Issuer specific events may cause the last market quotation to be unreliable. Such events may include a merger quotation to be unreliable. Such events may include a merger or insolvency, events which affect a geographical area or an industry segment, such as political events or natural disasters, or market events, such as a significant movement in the U.S. market. Where market quotations are not readily available, including where the Advisor determines that the closing price of the security is unreliable, the Advisor will value the security at fair value in good faith using procedures approved by the Board. Fair value pricing may reduce the ability of frequent traders to take advantage of arbitrage opportunities resulting from potentially "stale" prices of portfolio holdings. However, it cannot eliminate the possibility of frequent trading.

Fair value is that amount that the owner might reasonably expect to receive for the security upon its current sale. Fair value requires consideration of all appropriate factors, including indications of fair value available from pricing services. A fair value price is an estimated price and may vary from the prices used by other mutual Funds to calculate their net asset values.

The Advisor may use indications of fair value from pricing services approved by the Board. In other circumstances, the Advisor valuation committee may fair value securities in good faith using procedures approved by the Board. As a means of evaluating its fair value process, the Advisor routinely compares closing market prices, the next day's opening prices for the security in its primary market if available, and indications of fair value from other sources. Fair value pricing methods and pricing services can change from time to time as approved by the Board.

Specific types of securities are valued as follows:

Domestic Exchange Traded Equity Securities: Market quotations are generally available and reliable for domestic exchange traded equity securities. If market quotations are not available or are unreliable, the Advisor will value the security at fair value in good faith using procedures approved by the Board.

Foreign Securities: If market quotations are available and reliable for foreign exchange traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the close of the NYSE, closing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE events occur that are significant and may make the closing price unreliable, the Fund may fair value the security. If an issuer specific event has occurred that the Advisor determines, in its judgment, is likely to have affected the closing price of a foreign security, it will price the security at fair value. The Advisor also relies on a screening process

from a pricing vendor to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current market value as of the close of the NYSE. For foreign securities where the Advisor believes, at the approved degree of certainty, that the price is not reflective of current market value, the Advisor will use the indication of fair value from the pricing service to determine the fair value of the security. The pricing vendor, pricing methodology or degree of certainty may change from time to time.

Fund securities primarily traded on foreign markets may trade on days that are not business days of the Fund. Because the net asset value of Fund shares is determined only on business days of the Fund, the value of the portfolio securities of a Fund that invests in foreign securities may change on days when you will not be able to purchase or redeem shares of the Fund.

Fixed Income Securities: Government, corporate, asset-backed and municipal bonds and convertible securities, including high yield or junk bonds, are valued on the basis of prices provided by independent pricing services. Prices provided by the pricing services may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as institution-size trading in similar groups of securities, developments related to special securities, dividend rate, maturity and other market data. Prices received from pricing services are fair value prices. In addition, if the price provided by the pricing service is unreliable, the Advisor the valuation committee may fair value the security using procedures approved by the Board.

Short-term Securities: The Fund's short-term investments are valued at amortized cost when the security has 60 days or less to maturity.

Futures and Options: Futures and options are valued on the basis of market quotations, if available.

Open-end Funds: To the extent the Fund invests in other open-end Funds, the investing Fund will calculate its net asset value using the net asset value of the underlying Fund in which it invests.

The Fund discloses portfolio holdings at different times and with different lag times to insurance companies issuing variable products that invest in the Fund, and in annual, semi-annual and quarterly shareholder reports. Refer to such reports to determine the types of securities in which a Fund has invested. You may also refer to the Statement of Additional Information to determine what types of securities in which the Fund may invest. You may obtain copies of these reports or of the Statement of Additional Information from the insurance company that issued your variable product, or from the advisor as described on the back cover of this prospectus.

The Fund determines the net asset value of its shares on each day the NYSE is open for business, as of the close of the customary trading session, or earlier NYSE closing time that day.

[LOGO]Taxes

The amount, timing and character of distributions to the separate account may be affected by special tax rules applicable to certain investments purchased by the Fund. Variable product owners should refer to the prospectus for their variable products for information regarding the tax consequences of owning such variable products and should consult their tax advisors before investing.

[LOGO]Dividends And Distributions

DIVIDENDS

The Fund generally declares and pays dividends, if any, annually to separate accounts of insurance companies issuing the variable products. The Fund expects that its distributions will consist primarily of capital gains.

CAPITAL GAINS DISTRIBUTIONS

The Fund generally distributes long-term and short-term capital gains, if any, annually to separate accounts of insurance companies issuing the variable products.

At the election of insurance companies issuing the variable products dividends and distributions are automatically reinvested at net asset value in shares of the Fund.

Voting Rights
Since the shares of the Fund are owned by your insurance company and not by you directly, you will not vote shares of the Fund. Your insurance company will vote the shares that it holds as required by state and federal law. Your contract prospectus contains more information on your rights to instruct your insurance company how to vote Fund shares held in connection with your contract.

Share Classes
The Fund has two classes of shares, Series I shares and Series II shares. Each class is identical except that Series II shares has a distribution or "Rule 12b-1 Plan", which is described in this prospectus. Distribution Plan
The Fund has adopted a distribution or "Rule 12b-1" plan for its Series II shares. The plan allows the Fund to pay distribution fees to life insurance companies and others to promote the sale and distribution of Series II shares. The plan provides for a maximum fee equal to an annual rate of 0.25% (expressed as a percentage of average daily net assets of the Fund). Because the Fund pays these fees out of its assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than other types of charges.

Payments To Insurance Companies

The insurance company that issued your variable product, or one of its affiliates may receive all the Rule 12b-1 distribution fees discussed above. In addition to those payments, ADI, the distributor of the Fund, or one or more of its corporate affiliates, may make additional cash revenue sharing payments to the insurance company or an affiliate in connection with promotion of the Fund and certain other marketing support services. ADI makes these payments from its own resources, from ADI's retention of underwriting concessions and from payments to ADI under Rule 12b-1 plans.

ADI makes revenue sharing payments as incentives to certain insurance companies to promote the sale and retention of shares of the Fund. The benefits ADI receives when it makes these payments include, among other things, adding the Fund to the list of underlying investment options in the insurance companies' variable products, and access (in some cases on a preferential basis over other competitors) to individual members of the insurance companies' sales force or to the insurance companies' management. Revenue sharing payments are sometimes referred to as "shelf space" payments because the payments compensate the insurance company for including the Fund in its variable products (on its "sales shelf"). ADI compensates insurance companies differently depending typically on the level and/or type of considerations provided by the insurance company. The revenue sharing payments ADI makes will be calculated on the average daily net assets of the Fund attributable to that particular insurance company ("Asset-Based Payments"), in which case the total amount of such cash payments shall not exceed 0.25% per annum of those assets during a defined period. Asset-Based Payments primarily create incentives to retain assets of the Fund in insurance company separate accounts.

ADI is motivated to make the payments described above since they promote the sale of Fund shares and the retention of those investments by clients of insurance companies. To the extent insurance companies' sell more shares of the Fund or retain shares of the Fund in their variable product owners' accounts, ADI benefits from the incremental management and other fees paid to ADI by the Fund with respect to those assets.

In addition to the payments listed above, the Advisor may also reimburse insurance companies for certain administrative services provided to variable product owners. Under a Master Administrative Services Agreement, between the Fund and the Advisor, the Advisor is entitled to receive from the Fund reimbursement of its costs or such reasonable compensation as may be approved by the Board of the Fund. Under this arrangement, the Advisor provides, or assures that insurance companies issuing variable products will provide, certain variable product owner-related services. These services, include, but are not limited to, facilitation of variable product owners' purchase and redemption requests; distribution to existing variable product owners of copies of Fund prospectuses, proxy materials, periodic Fund reports, and other materials; maintenance of variable product owners' records; and variable product owners services and communications. Currently, these administrative service payments made by the Fund to the Advisor, are subject to an annual limit of 0.25% of the average net assets invested in the Fund by each insurance company. Any amounts paid by the Advisor to an insurance company in excess of 0.25% of the average net assets invested in the Fund are paid by the Advisor out of its own financial resources, and not out of the Fund's assets.

You can find further details in the Statement of Additional Information about these payments and the services provided by insurance companies. In certain cases these payments could be significant to the insurance company. Your insurance company may charge you additional fees or commissions, on your variable product other than those disclosed in this prospectus. You can ask your insurance company about any payments it receives from AIM, ADI, or the Fund, as well as about fees and/or commissions it charges.

DETERMINATION OF NET ASSET VALUE

The price of the Fund's shares is the Fund's net asset value per share. The Fund values portfolio securities for which market quotations are readily available at market value. The Fund values all other securities and assets for which market quotations are not readily available at their fair value in good faith using procedures approved by the Board of the Fund. Securities and other assets quoted in foreign currencies are valued in U.S. dollars based on the prevailing exchange rates on that day.

Even when market quotations are available, they may be stale or they may be unreliable because the security is not traded frequently, trading on the security ceased before the close of the trading market or issuer specific events occurred after the security ceased trading or because of the passage of time between the close of the market on which the security trades and the close of the NYSE and when the Fund calculates its net asset value. Issuer specific events may cause the last market quotation to be unreliable. Such events may include a merger quotation to be unreliable. Such events may include a merger or insolvency, events which affect a geographical area or an industry segment, such as political events or natural disasters, or market events, such as a significant movement in the U.S. market. Where market quotations are not readily available, including where the Advisor determines that the closing price of the security is unreliable, the Advisor will value the security at fair value in good faith using procedures approved by the Board. Fair value pricing may reduce the ability of frequent traders to take advantage of arbitrage opportunities resulting from potentially "stale" prices of portfolio holdings. However, it cannot eliminate the possibility of frequent trading.

Fair value is that amount that the owner might reasonably expect to receive for the security upon its current sale. Fair value requires consideration of all appropriate factors, including indications of fair value available from pricing services. A fair value price is an estimated price and may vary from the prices used by other mutual Funds to calculate their net asset values.

The Advisor may use indications of fair value from pricing services approved by the Board. In other circumstances, the Advisor valuation committee may fair value securities in good faith using procedures approved by the Board. As a means of evaluating its fair value process, the Advisor routinely compares closing market prices, the next day's opening prices for the security in its primary market if available, and indications of fair value from other sources. Fair value pricing methods and pricing services can change from time to time as approved by the Board.

Specific types of securities are valued as follows:

Domestic Exchange Traded Equity Securities: Market quotations are generally available and reliable for domestic exchange traded equity securities. If market quotations are not available or are unreliable, the Advisor will value the security at fair value in good faith using procedures approved by the Board.

Foreign Securities: If market quotations are available and reliable for foreign exchange traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the close of the NYSE, closing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE events occur that are significant and may make the closing price unreliable, the Fund may fair value the security. If an issuer specific event has occurred that the Advisor determines, in its judgment, is likely to have affected the closing price of a foreign security, it will price the security at fair value. The Advisor also relies on a screening process from a pricing vendor to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current market value as of the close of the NYSE. For foreign securities where the Advisor believes, at the approved degree of certainty, that the price is not reflective of current market value, the Advisor will use the indication of fair value from the pricing service to determine the fair value of the security. The pricing vendor, pricing methodology or degree of certainty may change from time to time.

Fund securities primarily traded on foreign markets may trade on days that are not business days of the Fund. Because the net asset value of Fund shares is determined only on business days of the Fund, the value of the portfolio securities of a Fund that invests in foreign securities may change on days when you will not be able to purchase or redeem shares of the Fund.

Fixed Income Securities: Government, corporate, asset-backed and municipal bonds and convertible securities, including high yield or junk bonds, are valued on the basis of prices provided by independent pricing services. Prices provided by the pricing services may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as institution-size trading in similar groups of securities, developments related to special securities, dividend rate, maturity and other market data. Prices received from pricing services are fair value prices. In addition, if the price provided by the pricing service is unreliable, the Advisor the valuation committee may fair value the security using procedures approved by the Board.

Short-term Securities: The Fund's short-term investments are valued at amortized cost when the security has 60 days or less to maturity.

Futures and Options: Futures and options are valued on the basis of market quotations, if available.

Open-end Funds: To the extent the Fund invests in other open-end Funds, the investing Fund will calculate its net asset value using the net asset value of the underlying Fund in which it invests.

The Fund discloses portfolio holdings at different times and with different lag times to insurance companies issuing variable products that invest in the Fund, and in annual, semi-annual and quarterly shareholder reports. Refer to such reports to determine the types of securities in which a Fund has invested. You may also refer to the Statement of Additional Information to determine what types of securities in which the Fund may invest. You may obtain copies of these reports or of the Statement of Additional Information from the insurance company that issued your variable product, or from the advisor as described on the back cover of this prospectus.

The Fund determines the net asset value of its shares on each day the NYSE is open for business, as of the close of the customary trading session, or earlier NYSE closing time that day.

[GRAPHTIaCx]es

The amount, timing and character of distributions to the separate account may be affected by special tax rules applicable to certain investments purchased by the Fund. Variable product owners should refer to the prospectus for their variable products for information regarding the tax consequences of owning such variable products and should consult their tax advisors before investing.

[GRAPHDIiCv]idends And Distributions

DIVIDENDS

The Fund generally declares and pays dividends, if any, annually to separate accounts of insurance companies issuing the variable products. The Fund expects that its distributions will consist primarily of capital gains.

CAPITAL GAINS DISTRIBUTIONS

The Fund generally distributes long-term and short-term capital gains, if any, annually to separate accounts of insurance companies issuing the variable products.

At the election of insurance companies issuing the variable products dividends and distributions are automatically reinvested at net asset value in shares of the Fund.

Voting Rights
Since the shares of the Fund are owned by your insurance company and not by you directly, you will not vote shares of the Fund. Your insurance company will vote the shares that it holds as required by state and federal law. Your contract prospectus contains more information on your rights to instruct your insurance company how to vote Fund shares held in connection with your contract.
Share Classes
The Fund has two classes of shares, Series I shares and Series II shares. Each class is identical except that Series II shares has a distribution or "Rule 12b-1 Plan". This prospectus relates to the Series I shares.

Payments to Insurance Companies

ADI, the distributor of the Fund, or one or more of its corporate affiliates, may make cash revenue sharing payments to the insurance company or an affiliate in connection with promotion of the Fund and certain other marketing support services. ADI makes these payments from its own resources, from ADI's retention of underwriting concessions.

ADI makes revenue sharing payments as incentives to certain insurance companies to promote the sale and retention of shares of the Fund. The benefits ADI receives when it makes these payments include, among other things, adding the Fund to the list of underlying investment options in the insurance companies' variable products, and access (in some cases on a preferential basis over other competitors) to individual members of the insurance companies' sales force or to the insurance companies' management. Revenue sharing payments are sometimes referred to as "shelf space" payments because the payments compensate the insurance company for including the Fund in its variable products (on its "sales shelf"). ADI compensates insurance companies differently depending typically on the level and/or type of considerations provided by the insurance company. The revenue sharing payments ADI makes will be calculated on the average daily net assets of the Fund attributable to that particular insurance company ("Asset-Based Payments"), in which case the total amount of such cash payments shall not exceed 0.25% per annum of those assets during a defined period. Asset-Based Payments primarily create incentives to retain assets of the Fund in insurance company separate accounts.

ADI is motivated to make the payments described above since they promote the sale of Fund shares and the retention of those investments by clients of insurance companies. To the extent insurance companies' sell more shares of the Fund or retain shares of the Fund in their variable product owners' accounts, ADI benefits from the incremental management and other fees paid to ADI by the Fund with respect to those assets.

In addition to the payments listed above, the Advisor may also reimburse insurance companies for certain administrative services provided to variable product owners. Under a Master Administrative Services Agreement, between the Fund and the Advisor, the Advisor is entitled to receive from the Fund reimbursement of its costs or such reasonable compensation as may be approved by the Board of the Fund. Under this arrangement, the Advisor provides, or assures that insurance companies issuing variable products will provide, certain variable product owner-related services. These services, include, but are not limited to, facilitation of variable product owners' purchase and redemption requests; distribution to existing variable product owners of copies of Fund prospectuses, proxy materials, periodic Fund reports, and other materials; maintenance of variable product owners' records; and variable product owners services and communications. Currently, these administrative service payments made by the Fund to the Advisor, are subject to an annual limit of 0.25% of the average net assets invested in the Fund by each insurance company. Any amounts paid by the Advisor to an insurance company in excess of 0.25% of the average net assets invested in the Fund are paid by the Advisor out of its own financial resources, and not out of the Fund's assets.

You can find further details in the Statement of Additional Information about these payments and the services provided by insurance companies. In certain cases these payments could be significant to the insurance company. Your insurance company may charge you additional fees or commissions, on your variable product other than those disclosed in this prospectus. You can ask your insurance company about any payments it receives from AIM, ADI, or the Fund, as well as about fees and/or commissions it charges.

DETERMINATION OF NET ASSET VALUE

The price of the Fund's shares is the Fund's net asset value per share. The Fund values portfolio securities for which market quotations are readily available at market value. The Fund values all other securities and assets for which market quotations are not readily available at their fair value in good faith using procedures approved by the Board of the Fund. Securities and other assets quoted in foreign currencies are valued in U.S. dollars based on the prevailing exchange rates on that day.

Even when market quotations are available, they may be stale or they may be unreliable because the security is not traded frequently, trading on the security ceased before the close of the trading market or issuer specific events occurred after the security ceased trading or because of the passage of time between the close of the market on which the security trades and the close of the NYSE and when the Fund calculates its net asset value. Issuer specific events may cause the last market quotation to be unreliable. Such events may include a merger quotation to be unreliable. Such events may include a merger or insolvency, events which affect a geographical area or an industry segment, such as political events or natural disasters, or market events, such as a significant movement in the U.S. market. Where market quotations are not readily available, including where the Advisor determines that the closing price of the security is unreliable, the Advisor will value the security at fair value in good faith using procedures approved by the Board. Fair value pricing may reduce the ability of frequent traders to take advantage of arbitrage opportunities resulting from potentially "stale" prices of portfolio holdings. However, it cannot eliminate the possibility of frequent trading.

Fair value is that amount that the owner might reasonably expect to receive for the security upon its current sale. Fair value requires consideration of all appropriate factors, including indications of fair value available from pricing services. A fair value price is an estimated price and may vary from the prices used by other mutual Funds to calculate their net asset values.

The Advisor may use indications of fair value from pricing services approved by the Board. In other circumstances, the Advisor valuation committee may fair value securities in good faith using procedures approved by the Board. As a means of evaluating its fair value process, the Advisor routinely compares closing market prices, the next day's opening prices for the security in its primary market if available, and indications of fair value from other sources. Fair value pricing methods and pricing services can change from time to time as approved by the Board.

Specific types of securities are valued as follows:

Domestic Exchange Traded Equity Securities: Market quotations are generally available and reliable for domestic exchange traded equity securities. If market quotations are not available or are unreliable, the Advisor will value the security at fair value in good faith using procedures approved by the Board.

Foreign Securities: If market quotations are available and reliable for foreign exchange traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the close of the NYSE, closing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE events occur that are significant and may make the closing price unreliable, the Fund may fair value the security. If an issuer specific event has occurred that the Advisor determines, in its judgment, is likely to have affected the closing price of a foreign security, it will price the security at fair value. The Advisor also relies on a screening process from a pricing vendor to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current market value as of the close of the NYSE. For foreign securities where the Advisor believes, at the approved degree of certainty, that the price is not reflective of current market value, the Advisor will use the indication of fair value from the pricing service to determine the fair value of the security. The pricing vendor, pricing methodology or degree of certainty may change from time to time.

Fund securities primarily traded on foreign markets may trade on days that are not business days of the Fund. Because the net asset value of Fund shares is determined only on business days of the Fund, the value of the portfolio securities of a Fund that invests in foreign securities may change on days when you will not be able to purchase or redeem shares of the Fund.

Fixed Income Securities: Government, corporate, asset-backed and municipal bonds and convertible securities, including high yield or junk bonds, are valued on the basis of prices provided by independent pricing services. Prices provided by the pricing services may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as institution-size trading in similar groups of securities, developments related to special securities, dividend rate, maturity and other market data. Prices received from pricing services are fair value prices. In addition, if the price provided by the pricing service is unreliable, the Advisor the valuation committee may fair value the security using procedures approved by the Board.

Short-term Securities: The Fund's short-term investments are valued at amortized cost when the security has 60 days or less to maturity.

Futures and Options: Futures and options are valued on the basis of market quotations, if available.

Open-end Funds: To the extent the Fund invests in other open-end Funds, the investing Fund will calculate its net asset value using the net asset value of the underlying Fund in which it invests.

The Fund discloses portfolio holdings at different times and with different lag times to insurance companies issuing variable products that invest in the Fund, and in annual, semi-annual and quarterly shareholder reports. Refer to such reports to determine the types of securities in which a Fund has invested. You may also refer to the Statement of Additional Information to determine what types of securities in which the Fund may invest. You may obtain copies of these reports or of the Statement of Additional Information from the insurance company that issued your variable product, or from the advisor as described on the back cover of this prospectus.

The Fund determines the net asset value of its shares on each day the NYSE is open for business, as of the close of the customary trading session, or earlier NYSE closing time that day.

[GRAPHTIaCx]es

The amount, timing and character of distributions to the separate account may be affected by special tax rules applicable to certain investments purchased by the Fund. Variable product owners should refer to the prospectus for their variable products for information regarding the tax consequences of owning such variable products and should consult their tax advisors before investing.

[GRAPHDIiCv]idends And Distributions

DIVIDENDS

The Fund generally declares and pays dividends, if any, annually to separate accounts of insurance companies issuing the variable products. The Fund expects that its distributions will consist primarily of capital gains.

CAPITAL GAINS DISTRIBUTIONS

The Fund generally distributes long-term and short-term capital gains, if any, annually to separate accounts of insurance companies issuing the variable products.

At the election of insurance companies issuing the variable products dividends and distributions are automatically reinvested at net asset value in shares of the Fund.

Voting Rights
Since the shares of the Fund are owned by your insurance company and not by you directly, you will not vote shares of the Fund. Your insurance company will vote the shares that it holds as required by state and federal law. Your contract prospectus contains more information on your rights to instruct your insurance company how to vote Fund shares held in connection with your contract.
Share Classes
The Fund has two classes of shares, Series I shares and Series II shares. Each class is identical except that Series II shares has a distribution or "Rule 12b-1 Plan", which is described in this prospectus. Distribution Plan
The Fund has adopted a distribution or "Rule 12b-1" plan for its Series II shares. The plan allows the Fund to pay distribution fees to life insurance companies and others to promote the sale and distribution of Series II shares. The plan provides for a maximum fee equal to an annual rate of 0.25% (expressed as a percentage of average daily net assets of the Fund). Because the Fund pays these fees out of its assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than other types of charges.

Payments To Insurance Companies

The insurance company that issued your variable product, or one of its affiliates may receive all the Rule 12b-1 distribution fees discussed above. In addition to those payments, ADI, the distributor of the Fund, or one or more of its corporate affiliates, may make additional cash revenue sharing payments to the insurance company or an affiliate in connection with promotion of the Fund and certain other marketing support services. ADI makes these payments from its own resources, from ADI's retention of underwriting concessions and from payments to ADI under Rule 12b-1 plans.

ADI makes revenue sharing payments as incentives to certain insurance companies to promote the sale and retention of shares of the Fund. The benefits ADI receives when it makes these payments include, among other things, adding the Fund to the list of underlying investment options in the insurance companies' variable products, and access (in some cases on a preferential basis over other competitors) to individual members of the insurance companies' sales force or to the insurance companies' management. Revenue sharing payments are sometimes referred to as "shelf space" payments because the payments compensate the insurance company for including the Fund in its variable products (on its "sales shelf"). ADI compensates insurance companies differently depending typically on the level and/or type of considerations provided by the insurance company. The revenue sharing payments ADI makes will be calculated on the average daily net assets of the Fund attributable to that particular insurance company ("Asset-Based Payments"), in which case the total amount of such cash payments shall not exceed 0.25% per annum of those assets during a defined period. Asset-Based Payments primarily create incentives to retain assets of the Fund in insurance company separate accounts.

ADI is motivated to make the payments described above since they promote the sale of Fund shares and the retention of those investments by clients of insurance companies. To the extent insurance companies' sell more shares of the Fund or retain shares of the Fund in their variable product owners' accounts, ADI benefits from the incremental management and other fees paid to ADI by the Fund with respect to those assets.

In addition to the payments listed above, the Advisor may also reimburse insurance companies for certain administrative services provided to variable product owners. Under a Master Administrative Services Agreement, between the Fund and the Advisor, the Advisor is entitled to receive from the Fund reimbursement of its costs or such reasonable compensation as may be approved by the Board of the Fund. Under this arrangement, the Advisor provides, or assures that insurance companies issuing variable products will provide, certain variable product owner-related services. These services, include, but are not limited to, facilitation of variable product owners' purchase and redemption requests; distribution to existing variable product owners of copies of Fund prospectuses, proxy materials, periodic Fund reports, and other materials; maintenance of variable product owners' records; and variable product owners services and communications. Currently, these administrative service payments made by the Fund to the Advisor, are subject to an annual limit of 0.25% of the average net assets invested in the Fund by each insurance company. Any amounts paid by the Advisor to an insurance company in excess of 0.25% of the average net assets invested in the Fund are paid by the Advisor out of its own financial resources, and not out of the Fund's assets.

You can find further details in the Statement of Additional Information about these payments and the services provided by insurance companies. In certain cases these payments could be significant to the insurance company. Your insurance company may charge you additional fees or commissions, on your variable product other than those disclosed in this prospectus. You can ask your insurance company about any payments it receives from AIM, ADI, or the Fund, as well as about fees and/or commissions it charges.

DETERMINATION OF NET ASSET VALUE

The price of the Fund's shares is the Fund's net asset value per share. The Fund values portfolio securities for which market quotations are readily available at market value. The Fund values all other securities and assets for which market quotations are not readily available at their fair value in good faith using procedures approved by the Board of the Fund. Securities and other assets quoted in foreign currencies are valued in U.S. dollars based on the prevailing exchange rates on that day.

Even when market quotations are available, they may be stale or they may be unreliable because the security is not traded frequently, trading on the security ceased before the close of the trading market or issuer specific events occurred after the security ceased trading or because of the passage of time between the close of the market on which the security trades and the close of the NYSE and when the Fund calculates its net asset value. Issuer specific events may cause the last market quotation to be unreliable. Such events may include a merger quotation to be unreliable. Such events may include a merger or insolvency, events which affect a geographical area or an industry segment, such as political events or natural disasters, or market events, such as a significant movement in the U.S. market. Where market quotations are not readily available, including where the Advisor determines that the closing price of the security is unreliable, the Advisor will value the security at fair value in good faith using procedures approved by the Board. Fair value pricing may reduce the ability of frequent traders to take advantage of arbitrage opportunities resulting from potentially "stale" prices of portfolio holdings. However, it cannot eliminate the possibility of frequent trading.

Fair value is that amount that the owner might reasonably expect to receive for the security upon its current sale. Fair value requires consideration of all appropriate factors, including indications of fair value available from pricing services. A fair value price is an estimated price and may vary from the prices used by other mutual Funds to calculate their net asset values.

The Advisor may use indications of fair value from pricing services approved by the Board. In other circumstances, the Advisor valuation committee may fair value securities in good faith using procedures approved by the Board. As a means of evaluating its fair value process, the Advisor routinely compares closing market prices, the next day's opening prices for the security in its primary market if available, and indications of fair value from other sources. Fair value pricing methods and pricing services can change from time to time as approved by the Board.

Specific types of securities are valued as follows:

Domestic Exchange Traded Equity Securities: Market quotations are generally available and reliable for domestic exchange traded equity securities. If market quotations are not available or are unreliable, the Advisor will value the security at fair value in good faith using procedures approved by the Board.

Foreign Securities: If market quotations are available and reliable for foreign exchange traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the close of the NYSE, closing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE events occur that are significant and may make the closing price unreliable, the Fund may fair value the security. If an issuer specific event has occurred that the Advisor determines, in its judgment, is likely to have affected the closing price of a foreign security, it will price the security at fair value. The Advisor also relies on a screening process from a pricing vendor to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current market value as of the close of the NYSE. For foreign securities where the Advisor believes, at the approved degree of certainty, that the price is not reflective of current market value, the Advisor will use the indication of fair value from the pricing service to determine the fair value of the security. The pricing vendor, pricing methodology or degree of certainty may change from time to time.

Fund securities primarily traded on foreign markets may trade on days that are not business days of the Fund. Because the net asset value of Fund shares is determined only on business days of the Fund, the value of the portfolio securities of a Fund that invests in foreign securities may change on days when you will not be able to purchase or redeem shares of the Fund.

Fixed Income Securities: Government, corporate, asset-backed and municipal bonds and convertible securities, including high yield or junk bonds, are valued on the basis of prices provided by independent pricing services. Prices provided by the pricing services may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as institution-size trading in similar groups of securities, developments related to special securities, dividend rate, maturity and other market data. Prices received from pricing services are fair value prices. In addition, if the price provided by the pricing service is unreliable, the Advisor the valuation committee may fair value the security using procedures approved by the Board.

Short-term Securities: The Fund's short-term investments are valued at amortized cost when the security has 60 days or less to maturity.

Futures and Options: Futures and options are valued on the basis of market quotations, if available.

Open-end Funds: To the extent the Fund invests in other open-end Funds, the investing Fund will calculate its net asset value using the net asset value of the underlying Fund in which it invests.

The Fund discloses portfolio holdings at different times and with different lag times to insurance companies issuing variable products that invest in the Fund, and in annual, semi-annual and quarterly shareholder reports. Refer to such reports to determine the types of securities in which a Fund has invested. You may also refer to the Statement of Additional Information to determine what types of securities in which the Fund may invest. You may obtain copies of these reports or of the Statement of Additional Information from the insurance company that issued your variable product, or from the advisor as described on the back cover of this prospectus.

The Fund determines the net asset value of its shares on each day the NYSE is open for business, as of the close of the customary trading session, or earlier NYSE closing time that day.

Taxes [GRAPHIC]

The amount, timing and character of distributions to the separate account may be affected by special tax rules applicable to certain investments purchased by the Fund. Variable product owners should refer to the prospectus for their variable products for information regarding the tax consequences of owning such variable products and should consult their tax advisors before investing.

Dividends And Distributions [GRAPHIC]

DIVIDENDS

The Fund generally declares and pays dividends, if any, annually to separate accounts of insurance companies issuing the variable products. The Fund expects that its distributions will consist primarily of capital gains.

CAPITAL GAINS DISTRIBUTIONS

The Fund generally distributes long-term and short-term capital gains, if any, annually to separate accounts of insurance companies issuing the variable products.

At the election of insurance companies issuing the variable products dividends and distributions are automatically reinvested at net asset value in shares of the Fund.

Voting Rights
Since the shares of the Fund are owned by your insurance company and not by you directly, you will not vote shares of the Fund. Your insurance company will vote the shares that it holds as required by state and federal law. Your contract prospectus contains more information on your rights to instruct your insurance company how to vote Fund shares held in connection with your contract.

Share Classes
The Fund has two classes of shares, Series I shares and Series II shares. Each class is identical except that Series II shares has a distribution or "Rule 12b-1 Plan". This prospectus relates to the Series I shares.

Payments to Insurance Companies

ADI, the distributor of the Fund, or one or more of its corporate affiliates, may make cash revenue sharing payments to the insurance company or an affiliate in connection with promotion of the Fund and certain other marketing support services. ADI makes these payments from its own resources, from ADI's retention of underwriting concessions.

ADI makes revenue sharing payments as incentives to certain insurance companies to promote the sale and retention of shares of the Fund. The benefits ADI receives when it makes these payments include, among other things, adding the Fund to the list of underlying investment options in the insurance companies' variable products, and access (in some cases on a preferential basis over other competitors) to individual members of the insurance companies' sales force or to the insurance companies' management. Revenue sharing payments are sometimes referred to as "shelf space" payments because the payments compensate the insurance company for including the Fund in its variable products (on its "sales shelf"). ADI compensates insurance companies differently depending typically on the level and/or type of considerations provided by the insurance company. The revenue sharing payments ADI makes will be calculated on the average daily net assets of the Fund attributable to that particular insurance company ("Asset-Based Payments"), in which case the total amount of such cash payments shall not exceed 0.25% per annum of those assets during a defined period. Asset-Based Payments primarily create incentives to retain assets of the Fund in insurance company separate accounts.

ADI is motivated to make the payments described above since they promote the sale of Fund shares and the retention of those investments by clients of insurance companies. To the extent insurance companies' sell more shares of the Fund or retain shares of the Fund in their variable product owners' accounts, ADI benefits from the incremental management and other fees paid to ADI by the Fund with respect to those assets.

In addition to the payments listed above, the Advisor may also reimburse insurance companies for certain administrative services provided to variable product owners. Under a Master Administrative Services Agreement, between the Fund and the Advisor, the Advisor is entitled to receive from the Fund reimbursement of its costs or such reasonable compensation as may be approved by the Board of the Fund. Under this arrangement, the Advisor provides, or assures that insurance companies issuing variable products will provide, certain variable product owner-related services. These services, include, but are not limited to, facilitation of variable product owners' purchase and redemption requests; distribution to existing variable product owners of copies of Fund prospectuses, proxy materials, periodic Fund reports, and other materials; maintenance of variable product owners' records; and variable product owners services and communications. Currently, these administrative service payments made by the Fund to the Advisor, are subject to an annual limit of 0.25% of the average net assets invested in the Fund by each insurance company. Any amounts paid by the Advisor to an insurance company in excess of 0.25% of the average net assets invested in the Fund are paid by the Advisor out of its own financial resources, and not out of the Fund's assets.

You can find further details in the Statement of Additional Information about these payments and the services provided by insurance companies. In certain cases these payments could be significant to the insurance company. Your insurance company may charge you additional fees or commissions, on your variable product other than those disclosed in this prospectus. You can ask your insurance company about any payments it receives from AIM, ADI, or the Fund, as well as about fees and/or commissions it charges.

DETERMINATION OF NET ASSET VALUE

The price of the Fund's shares is the Fund's net asset value per share. The Fund values portfolio securities for which market quotations are readily available at market value. The Fund values all other securities and assets for which market quotations are not readily available at their fair value in good faith using procedures approved by the Board of the Fund. Securities and other assets quoted in foreign currencies are valued in U.S. dollars based on the prevailing exchange rates on that day.

Even when market quotations are available, they may be stale or they may be unreliable because the security is not traded frequently, trading on the security ceased before the close of the trading market or issuer specific events occurred after the security ceased trading or because of the passage of time between the close of the market on which the security trades and the close of the NYSE and when the Fund calculates its net asset value. Issuer specific events may cause the last market quotation to be unreliable. Such events may include a merger quotation to be unreliable. Such events may include a merger or insolvency, events which affect a geographical area or an industry segment, such as political events or natural disasters, or market events, such as a significant movement in the U.S. market. Where market quotations are not readily available, including where the Advisor determines that the closing price of the security is unreliable, the Advisor will value the security at fair value in good faith using procedures approved by the Board. Fair value pricing may reduce the ability of frequent traders to take advantage of arbitrage opportunities resulting from potentially "stale" prices of portfolio holdings. However, it cannot eliminate the possibility of frequent trading.

Fair value is that amount that the owner might reasonably expect to receive for the security upon its current sale. Fair value requires consideration of all appropriate factors, including indications of fair value available from pricing services. A fair value price is an estimated price and may vary from the prices used by other mutual Funds to calculate their net asset values.

The Advisor may use indications of fair value from pricing services approved by the Board. In other circumstances, the Advisor valuation committee may fair value securities in good faith using procedures approved by the Board. As a means of evaluating its fair value process, the Advisor routinely compares closing market prices, the next day's opening prices for the security in its primary market if available, and indications of fair value from other sources. Fair value pricing methods and pricing services can change from time to time as approved by the Board.

Specific types of securities are valued as follows:

Domestic Exchange Traded Equity Securities: Market quotations are generally available and reliable for domestic exchange traded equity securities. If market quotations are not available or are unreliable, the Advisor will value the security at fair value in good faith using procedures approved by the Board.

Foreign Securities: If market quotations are available and reliable for foreign exchange traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the close of the NYSE, closing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE events occur that are significant and may make the closing price unreliable, the Fund may fair value the security. If an issuer specific event has occurred that the Advisor determines, in its judgment, is likely to have affected the closing price of a foreign security, it will price the security at fair value. The Advisor also relies on a screening process from a pricing vendor to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current market value as of the close of the NYSE. For foreign securities where the Advisor believes, at the approved degree of certainty, that the price is not reflective of current market value, the Advisor will use the indication of fair value from the pricing service to determine the fair value of the security. The pricing vendor, pricing methodology or degree of certainty may change from time to time.

Fund securities primarily traded on foreign markets may trade on days that are not business days of the Fund. Because the net asset value of Fund shares is determined only on business days of the Fund, the value of the portfolio securities of a Fund that invests in foreign securities may change on days when you will not be able to purchase or redeem shares of the Fund.

Fixed Income Securities: Government, corporate, asset-backed and municipal bonds and convertible securities, including high yield or junk bonds, are valued on the basis of prices provided by independent pricing services. Prices provided by the pricing services may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as institution-size trading in similar groups of securities, developments related to special securities, dividend rate, maturity and other market data. Prices received from pricing services are fair value prices. In addition, if the price provided by the pricing service is unreliable, the Advisor the valuation committee may fair value the security using procedures approved by the Board.

Short-term Securities: The Fund's short-term investments are valued at amortized cost when the security has 60 days or less to maturity.

Futures and Options: Futures and options are valued on the basis of market quotations, if available.

Open-end Funds: To the extent the Fund invests in other open-end Funds, the investing Fund will calculate its net asset value using the net asset value of the underlying Fund in which it invests.

The Fund discloses portfolio holdings at different times and with different lag times to insurance companies issuing variable products that invest in the Fund, and in annual, semi-annual and quarterly shareholder reports. Refer to such reports to determine the types of securities in which a Fund has invested. You may also refer to the Statement of Additional Information to determine what types of securities in which the Fund may invest. You may obtain copies of these reports or of the Statement of Additional Information from the insurance company that issued your variable product, or from the advisor as described on the back cover of this prospectus.

The Fund determines the net asset value of its shares on each day the NYSE is open for business, as of the close of the customary trading session, or earlier NYSE closing time that day.

Taxes [GRAPHIC]

The amount, timing and character of distributions to the separate account may be affected by special tax rules applicable to certain investments purchased by the Fund. Variable product owners should refer to the prospectus for their variable products for information regarding the tax consequences of owning such variable products and should consult their tax advisors before investing.

Dividends And Distributions [GRAPHIC]

DIVIDENDS

The Fund generally declares and pays dividends, if any, annually to separate accounts of insurance companies issuing the variable products. The Fund expects that its distributions will consist primarily of capital gains.

CAPITAL GAINS DISTRIBUTIONS

The Fund generally distributes long-term and short-term capital gains, if any, annually to separate accounts of insurance companies issuing the variable products.

At the election of insurance companies issuing the variable products dividends and distributions are automatically reinvested at net asset value in shares of the Fund.

Voting Rights
Since the shares of the Fund are owned by your insurance company and not by you directly, you will not vote shares of the Fund. Your insurance company will vote the shares that it holds as required by state and federal law. Your contract prospectus contains more information on your rights to instruct your insurance company how to vote Fund shares held in connection with your contract.

Share Classes
The Fund has two classes of shares, Series I shares and Series II shares. Each class is identical except that Series II shares has a distribution or "Rule 12b-1 Plan", which is described in this prospectus. Distribution Plan
The Fund has adopted a distribution or "Rule 12b-1" plan for its Series II shares. The plan allows the Fund to pay distribution fees to life insurance companies and others to promote the sale and distribution of Series II shares. The plan provides for a maximum fee equal to an annual rate of 0.25% (expressed as a percentage of average daily net assets of the Fund). Because the Fund pays these fees out of its assets on an ongoing basis, over time these fees will increase the cost of your interest and may cost you more than other types of charges.

Payments To Insurance Companies

The insurance company that issued your variable product, or one of its affiliates may receive all the Rule 12b-1 distribution fees discussed above. In addition to those payments, ADI, the distributor of the Fund, or one or more of its corporate affiliates, may make additional cash revenue sharing payments to the insurance company or an affiliate in connection with promotion of the Fund and certain other marketing support services. ADI makes these payments from its own resources, from ADI's retention of underwriting concessions and from payments to ADI under Rule 12b-1 plans.

ADI makes revenue sharing payments as incentives to certain insurance companies to promote the sale and retention of shares of the Fund. The benefits ADI receives when it makes these payments include, among other things, adding the Fund to the list of underlying investment options in the insurance companies' variable products, and access (in some cases on a preferential basis over other competitors) to individual members of the insurance companies' sales force or to the insurance companies' management. Revenue sharing payments are sometimes referred to as "shelf space" payments because the payments compensate the insurance company for including the Fund in its variable products (on its "sales shelf"). ADI compensates insurance companies differently depending typically on the level and/or type of considerations provided by the insurance company. The revenue sharing payments ADI makes will be calculated on the average daily net assets of the Fund attributable to that particular insurance company ("Asset-Based Payments"), in which case the total amount of such cash payments shall not exceed 0.25% per annum of those assets during a defined period. Asset-Based Payments primarily create incentives to retain assets of the Fund in insurance company separate accounts.

ADI is motivated to make the payments described above since they promote the sale of Fund shares and the retention of those investments by clients of insurance companies. To the extent insurance companies' sell more shares of the Fund or retain shares of the Fund in their variable product owners' accounts, ADI benefits from the incremental management and other fees paid to ADI by the Fund with respect to those assets.

In addition to the payments listed above, the Advisor may also reimburse insurance companies for certain administrative services provided to variable product owners. Under a Master Administrative Services Agreement, between the Fund and the Advisor, the Advisor is entitled to receive from the Fund reimbursement of its costs or such reasonable compensation as may be approved by the Board of the Fund. Under this arrangement, the Advisor provides, or assures that insurance companies issuing variable products will provide, certain variable product owner-related services. These services, include, but are not limited to, facilitation of variable product owners' purchase and redemption requests; distribution to existing variable product owners of copies of Fund prospectuses, proxy materials, periodic Fund reports, and other materials; maintenance of variable product owners' records; and variable product owners services and communications. Currently, these administrative service payments made by the Fund to the Advisor, are subject to an annual limit of 0.25% of the average net assets invested in the Fund by each insurance company. Any amounts paid by the Advisor to an insurance company in excess of 0.25% of the average net assets invested in the Fund are paid by the Advisor out of its own financial resources, and not out of the Fund's assets.

You can find further details in the Statement of Additional Information about these payments and the services provided by insurance companies. In certain cases these payments could be significant to the insurance company. Your insurance company may charge you additional fees or commissions, on your variable product other than those disclosed in this prospectus. You can ask your insurance company about any payments it receives from AIM, ADI, or the Fund, as well as about fees and/or commissions it charges.

DETERMINATION OF NET ASSET VALUE

The price of the fund's shares is the fund's net asset value per share. The fund values portfolio securities for which market quotations are readily available at market value. The fund values all other securities and assets for which market quotations are not readily available at their fair value in good faith using procedures approved by the Board of the fund. Securities and other assets quoted in foreign currencies are valued in U.S. dollars based on the prevailing exchange rates on that day.

Even when market quotations are available, they may be stale or they may be unreliable because the security is not traded frequently, trading on the security ceased before the close of the trading market or issuer specific events occurred after the security ceased trading or because of the passage of time between the close of the market on which the security trades and the close of the NYSE and when the fund calculates its net asset value. Issuer specific events may cause the last market quotation to be unreliable. Such events may include a merger or insolvency, events which affect a geographical area or an industry segment, such as political events or natural disasters, or market events, such as a significant movement in the U.S. market. Where market quotations are not readily available, including where the advisor determines that the closing price of the security is unreliable, the advisor will value the security at fair value in good faith using procedures approved by the Board. Fair value pricing may reduce the ability of frequent traders to take advantage of arbitrage opportunities resulting from potentially "stale" prices of portfolio holdings. However, it cannot eliminate the possibility of frequent trading.

Fair value is that amount that the owner might reasonably expect to receive for the security upon its current sale. Fair value requires consideration of all appropriate factors, including indications of fair value available from pricing services. A fair value price is an estimated price and may vary from the prices used by other mutual funds to calculate their net asset values.

The advisor may use indications of fair value from pricing services approved by the Board. In other circumstances, the advisor valuation committee may fair value securities in good faith using procedures approved by the Board. As a means of evaluating its fair value process, the advisor routinely compares closing market prices, the next day's opening prices for the security in its primary market if available, and indications of fair value from other sources. Fair value pricing methods and pricing services can change from time to time as approved by the Board.

Specific types of securities are valued as follows:

Domestic Exchange Traded Equity Securities: Market quotations are generally available and reliable for domestic exchange traded equity securities. If market quotations are not available or are unreliable, the advisor will value the security at fair value in good faith using procedures approved by the Board.

Foreign Securities: If market quotations are available and reliable for foreign exchange traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the close of the NYSE, closing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE events occur that are significant and may make the closing price unreliable, the fund may fair value the security. If an issuer specific event has occurred that the advisor determines, in its judgment, is likely to have affected the closing price of a foreign security, it will price the security at fair value. The advisor also relies on a screening process from a pricing vendor to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current market value as of the close of the NYSE. For foreign securities where the advisor believes, at the approved degree of certainty, that the price is not reflective of current market value, the advisor will use the indication of fair value from the pricing service to determine the fair value of the security. The pricing vendor, pricing methodology or degree of certainty may change from time to time.

Fund securities primarily traded on foreign markets may trade on days that are not business days of the fund. Because the net asset value of fund shares is determined only on business days of the fund, the value of the portfolio securities of a fund that invests in foreign securities may change on days when you will not be able to purchase or redeem shares of the fund.

Fixed Income Securities: Government, corporate, asset-backed and municipal bonds and convertible securities, including high yield or junk bonds, are valued on the basis of prices provided by independent pricing services. Prices provided by the pricing services may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as institution-size trading in similar groups of securities, developments related to special securities, dividend rate, maturity and other market data. Prices received from pricing services are fair value prices. In addition, if the price provided by the pricing service is unreliable, the advisor valuation committee may fair value the security using procedures approved by the Board.

Short-term Securities: The fund's short-term investments are valued at amortized cost when the security has 60 days or less to maturity.

Futures and Options: Futures and options are valued on the basis of market quotations, if available.

Open-end Funds: To the extent the fund invests in other open-end funds, the investing fund will calculate its net asset value using the net asset value of the underlying fund in which it invests.

The fund discloses portfolio holdings at different times and with different lag times to insurance companies issuing variable products that invest in the fund, and in annual, semi-annual and quarterly shareholder reports. Refer to such reports to determine the types of securities in which a fund has invested. You may also refer to the Statement of Additional Information to determine what types of securities in which the fund may invest. You may obtain copies of these reports or of the Statement of Additional Information from the insurance company that issued your variable product, or from the advisor as described on the back cover of this prospectus.

The fund determines the net asset value of its shares on each day the NYSE is open for business, as of the close of the customary trading session, or earlier NYSE closing time that day.

TAXES

The amount, timing and character of distributions to the separate account may be affected by special tax rules applicable to certain investments purchased by the fund. Variable product owners should refer to the prospectus for their variable products for information regarding the tax consequences of owning such variable products and should consult their tax advisors before investing.

DETERMINATION OF NET ASSET VALUE

The price of the fund's shares is the fund's net asset value per share. The fund values portfolio securities for which market quotations are readily available at market value. The fund values all other securities and assets for which market quotations are not readily available at their fair value in good faith using procedures approved by the Board of the fund. Securities and other assets quoted in foreign currencies are valued in U.S. dollars based on the prevailing exchange rates on that day.

Even when market quotations are available, they may be stale or they may be unreliable because the security is not traded frequently, trading on the security ceased before the close of the trading market or issuer specific events occurred after the security ceased trading or because of the passage of time between the close of the market on which the security trades and the close of the NYSE and when the fund calculates its net asset value. Issuer specific events may cause the last market quotation to be unreliable. Such events may include a merger or insolvency, events which affect a geographical area or an industry segment, such as political events or natural disasters, or market events, such as a significant movement in the U.S. market. Where market quotations are not readily available, including where the advisor determines that the closing price of the security is unreliable, the advisor will value the security at fair value in good faith using procedures approved by the Board. Fair value pricing may reduce the ability of frequent traders to take advantage of arbitrage opportunities resulting from potentially "stale" prices of portfolio holdings. However, it cannot eliminate the possibility of frequent trading.

Fair value is that amount that the owner might reasonably expect to receive for the security upon its current sale. Fair value requires consideration of all appropriate factors, including indications of fair value available from pricing services. A fair value price is an

estimated price and may vary from the prices used by other mutual funds to calculate their net asset values.

The advisor may use indications of fair value from pricing services approved by the Board. In other circumstances, the advisor valuation committee may fair value securities in good faith using procedures approved by the Board. As a means of evaluating its fair value process, the advisor routinely compares closing market prices, the next day's opening prices for the security in its primary market if available, and indications of fair value from other sources. Fair value pricing methods and pricing services can change from time to time as approved by the Board.

Specific types of securities are valued as follows:

Domestic Exchange Traded Equity Securities: Market quotations are generally available and reliable for domestic exchange traded equity securities. If market quotations are not available or are unreliable, the advisor will value the security at fair value in good faith using procedures approved by the Board.

Foreign Securities: If market quotations are available and reliable for foreign exchange traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the close of the NYSE, closing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE events occur that are significant and may make the closing price unreliable, the fund may fair value the security. If an issuer specific event has occurred that the advisor determines, in its judgment, is likely to have affected the closing price of a foreign security, it will price the security at fair value. The advisor also relies on a screening process from a pricing vendor to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current market value as of the close of the NYSE. For foreign securities where the advisor believes, at the approved degree of certainty, that the price is not reflective of current market value, the advisor will use the indication of fair value from the pricing service to determine the fair value of the security. The pricing vendor, pricing methodology or degree of certainty may change from time to time.

Fund securities primarily traded on foreign markets may trade on days that are not business days of the fund. Because the net asset value of fund shares is determined only on business days of the fund, the value of the portfolio securities of a fund that invests in foreign securities may change on days when you will not be able to purchase or redeem shares of the fund.

Fixed Income Securities: Government, corporate, asset-backed and municipal bonds and convertible securities, including high yield or junk bonds, are valued on the basis of prices provided by independent pricing services. Prices provided by the pricing services may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as institution-size trading in similar groups of securities, developments related to special securities, dividend rate, maturity and other market data. Prices received from pricing services are fair value prices. In addition, if the price provided by the pricing service is unreliable, the advisor valuation committee may fair value the security using procedures approved by the Board.

Short-term Securities: The fund's short-term investments are valued at amortized cost when the security has 60 days or less to maturity.

Futures and Options: Futures and options are valued on the basis of market quotations, if available.

Open-end Funds: To the extent the fund invests in other open-end funds, the investing fund will calculate its net asset value using the net asset value of the underlying fund in which it invests.

The fund discloses portfolio holdings at different times and with different lag times to insurance companies issuing variable products that invest in the fund, and in annual, semi-annual and quarterly shareholder reports. Refer to such reports to determine the types of securities in which a fund has invested. You may also refer to the Statement of Additional Information to determine what types of securities in which the fund may invest. You may obtain copies of these reports or of the Statement of Additional Information from the insurance company that issued your variable product, or from the advisor as described on the back cover of this prospectus.

The fund determines the net asset value of its shares on each day the NYSE is open for business, as of the close of the customary trading session, or earlier NYSE closing time that day.

TAXES

The amount, timing and character of distributions to the separate account may be affected by special tax rules applicable to certain investments purchased by the fund. Variable product owners should refer to the prospectus for their variable products for information regarding the tax consequences of owning such variable products and should consult their tax advisors before investing.

DETERMINATION OF NET ASSET VALUE

The price of the fund's shares is the fund's net asset value per share. The fund values portfolio securities for which market quotations are readily available at market value. The fund values all other securities and assets for which market quotations are not readily available at their fair value in good faith using procedures approved by the Board of the fund. Securities and other assets quoted in foreign currencies are valued in U.S. dollars based on the prevailing exchange rates on that day.

Even when market quotations are available, they may be stale or they may be unreliable because the security is not traded frequently, trading on the security ceased before the close of the trading market or issuer specific events occurred after the security ceased trading or because of the passage of time between the close of the market on which the security trades and the close of the NYSE and when the fund calculates its net asset value. Issuer specific events may cause the last market quotation to be unreliable. Such events may include a merger or insolvency, events which affect a geographical area or an industry segment, such as political events or natural disasters, or market events, such as a significant movement in the U.S. market. Where market quotations are not readily available, including where the advisor determines that the closing price of the security is unreliable, the advisor will value the security at fair value in good faith using procedures approved by the Board. Fair value pricing may reduce the ability of frequent traders to take advantage of arbitrage opportunities resulting from potentially "stale" prices of portfolio holdings. However, it cannot eliminate the possibility of frequent trading.

Fair value is that amount that the owner might reasonably expect to receive for the security upon its current sale. Fair value requires consideration of all appropriate factors, including indications of fair value available from pricing services. A fair value price is an estimated price and may vary from the prices used by other mutual funds to calculate their net asset values.

The advisor may use indications of fair value from pricing services approved by the Board. In other circumstances, the advisor valuation committee may fair value securities in good faith using procedures approved by the Board. As a means of evaluating its fair value process, the advisor routinely compares closing market prices, the next day's opening prices for the security in its primary market if available, and indications of fair value from other sources. Fair value pricing methods and pricing services can change from time to time as approved by the Board.

Specific types of securities are valued as follows:

Domestic Exchange Traded Equity Securities: Market quotations are generally available and reliable for domestic exchange traded equity securities. If market quotations are not available or are unreliable, the advisor will value the security at fair value in good faith using procedures approved by the Board.

Foreign Securities: If market quotations are available and reliable for foreign exchange traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the close of the NYSE, closing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE events occur that are significant and may make the closing price unreliable, the fund may fair value the security. If an issuer specific event has occurred that the advisor determines, in its judgment, is likely to have affected the closing price of a foreign security, it will price the security at fair value. The advisor also relies on a screening process from a pricing vendor to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current market value as of the close of the NYSE. For foreign securities where the advisor believes, at the approved degree of certainty, that the price is not reflective of current market value, the advisor will use the indication of fair value from the pricing service to determine the fair value of the security. The pricing vendor, pricing methodology or degree of certainty may change from time to time.

Fund securities primarily traded on foreign markets may trade on days that are not business days of the fund. Because the net asset value of fund shares is determined only on business days of the fund, the value of the portfolio securities of a fund that invests in foreign securities may change on days when you will not be able to purchase or redeem shares of the fund.

Fixed Income Securities: Government, corporate, asset-backed and municipal bonds and convertible securities, including high yield or junk bonds, are valued on the basis of prices provided by independent pricing services. Prices provided by the pricing services may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as institution-size trading in similar groups of securities, developments related to special securities, dividend rate, maturity and other market data. Prices received from pricing services are fair value prices. In addition, if the price provided by the pricing service is unreliable, the advisor valuation committee may fair value the security using procedures approved by the Board.

Short-term Securities: The fund's short-term investments are valued at amortized cost when the security has 60 days or less to maturity.

Futures and Options: Futures and options are valued on the basis of market quotations, if available.

Open-end Funds: To the extent the fund invests in other open-end funds, the investing fund will calculate its net asset value using the net asset value of the underlying fund in which it invests.

The fund discloses portfolio holdings at different times and with different lag times to insurance companies issuing variable products that invest in the fund, and in annual, semi-annual and quarterly shareholder reports. Refer to such reports to determine the types of securities in which a fund has invested. You may also refer to the Statement of Additional Information to determine what types of securities in which the fund may invest. You may obtain copies of these reports or of the Statement of Additional Information from the

insurance company that issued your variable product, or from the advisor as described on the back cover of this prospectus.

The fund determines the net asset value of its shares on each day the NYSE is open for business, as of the close of the customary trading session, or earlier NYSE closing time that day.

TAXES

The amount, timing and character of distributions to the separate account may be affected by special tax rules applicable to certain investments purchased by the fund. Variable product owners should refer to the prospectus for their variable products for information regarding the tax consequences of owning such variable products and should consult their tax advisors before investing.

DETERMINATION OF NET ASSET VALUE

The price of the fund's shares is the fund's net asset value per share. The fund values portfolio securities for which market quotations are readily available at market value. The fund values all other securities and assets for which market quotations are not readily available at their fair value in good faith using procedures approved by the Board of the fund. Securities and other assets quoted in foreign

currencies are valued in U.S. dollars based on the prevailing exchange rates on that day.

Even when market quotations are available, they may be stale or they may be unreliable because the security is not traded frequently, trading on the security ceased before the close of the trading market or issuer specific events occurred after the security ceased trading or because of the passage of time between the close of the market on which the security trades and the close of the NYSE and when the fund calculates its net asset value. Issuer specific events may cause the last market quotation to be unreliable. Such events may include a merger or insolvency, events which affect a geographical area or an industry segment, such as political events or natural disasters, or market events, such as a significant movement in the U.S. market. Where market quotations are not readily available, including where the advisor determines that the closing price of the security is unreliable, the advisor will value the security at fair value in good faith using procedures approved by the Board. Fair value pricing may reduce the ability of frequent traders to take advantage of arbitrage opportunities resulting from potentially "stale" prices of portfolio holdings. However, it cannot eliminate the possibility of frequent trading.

Fair value is that amount that the owner might reasonably expect to receive for the security upon its current sale. Fair value requires consideration of all appropriate factors, including indications of fair value available from pricing services. A fair value price is an estimated price and may vary from the prices used by other mutual funds to calculate their net asset values.

The advisor may use indications of fair value from pricing services approved by the Board. In other circumstances, the advisor valuation committee may fair value securities in good faith using procedures approved by the Board. As a means of evaluating its fair value process, the advisor routinely compares closing market prices, the next day's opening prices for the security in its primary market if available, and indications of fair value from other sources. Fair value pricing methods and pricing services can change from time to time as approved by the Board.

Specific types of securities are valued as follows:

Domestic Exchange Traded Equity Securities: Market quotations are generally available and reliable for domestic exchange traded equity securities. If market quotations are not available or are unreliable, the advisor will value the security at fair value in good faith using procedures approved by the Board.

Foreign Securities: If market quotations are available and reliable for foreign exchange traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the close of the NYSE, closing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE events occur that are significant and may make the closing price unreliable, the fund may fair value the security. If an issuer specific event has occurred that the advisor determines, in its judgment, is likely to have affected the closing price of a foreign security, it will price the security at fair value. The advisor also relies on a screening process from a pricing vendor to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current market value as of the close of the NYSE. For foreign securities where the advisor believes, at the approved degree of certainty, that the price is not reflective of current market value, the advisor will use the indication of fair value from the pricing service to determine the fair value of the security. The pricing vendor, pricing methodology or degree of certainty may change from time to time.

Fund securities primarily traded on foreign markets may trade on days that are not business days of the fund. Because the net asset value of fund shares is determined only on business days of the fund, the value of the portfolio securities of a fund that invests in foreign securities may change on days when you will not be able to purchase or redeem shares of the fund.

Fixed Income Securities: Government, corporate, asset-backed and municipal bonds and convertible securities, including high yield or junk bonds, are valued on the basis of prices provided by independent pricing services. Prices provided by the pricing services may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as institution-size trading in similar groups of securities, developments related to special securities, dividend rate, maturity and other market data. Prices received from pricing services are fair value prices. In addition, if the price provided by the pricing service is unreliable, the advisor valuation committee may fair value the security using procedures approved by the Board.

Short-term Securities: The fund's short-term investments are valued at amortized cost when the security has 60 days or less to maturity.

Futures and Options: Futures and options are valued on the basis of market quotations, if available.

Open-end Funds: To the extent the fund invests in other open-end funds, the investing fund will calculate its net asset value using the net asset value of the underlying fund in which it invests.

The fund discloses portfolio holdings at different times and with different lag times to insurance companies issuing variable products that invest in the fund, and in annual, semi-annual and quarterly shareholder reports. Refer to such reports to determine the types of securities in which a fund has invested. You may also refer to the Statement of Additional Information to determine what types of securities in which the fund may invest. You may obtain copies of these reports or of the Statement of Additional Information from the insurance company that issued your variable product, or from the advisor as described on the back cover of this prospectus.

The fund determines the net asset value of its shares on each day the NYSE is open for business, as of the close of the customary trading session, or earlier NYSE closing time that day.

TAXES

The amount, timing and character of distributions to the separate account may be affected by special tax rules applicable to certain

investments purchased by the fund. Variable product owners should refer to the prospectus for their variable products for information regarding the tax consequences of owning such variable products and should consult their tax advisors before investing.

DETERMINATION OF NET ASSET VALUE

The price of the fund's shares is the fund's net asset value per share. The fund values portfolio securities for which market quotations are readily available at market value. The fund values all other securities and assets for which market quotations are not readily available at their fair value in good faith using procedures approved by the Board of the fund. Securities and other assets quoted in foreign currencies are valued in U.S. dollars based on the prevailing exchange rates on that day.

Even when market quotations are available, they may be stale or they may be unreliable because the security is not traded frequently, trading on the security ceased before the close of the trading market or issuer specific events occurred after the security ceased trading or because of the passage of time between the close of the market on which the security trades and the close of the NYSE and when the fund calculates its net asset value. Issuer specific events may cause the last market quotation to be unreliable. Such events may include a merger or insolvency, events which affect a geographical area or an industry segment, such as political events or natural disasters, or market events, such as a significant movement in the U.S. market. Where market quotations are not readily available, including where the advisor determines that the closing price of the security is

unreliable, the advisor will value the security at fair value in good faith using procedures approved by the Board. Fair value pricing may reduce the ability of frequent traders to take advantage of arbitrage opportunities resulting from potentially "stale" prices of portfolio holdings. However, it cannot eliminate the possibility of frequent trading.

Fair value is that amount that the owner might reasonably expect to receive for the security upon its current sale. Fair value requires consideration of all appropriate factors, including indications of fair value available from pricing services. A fair value price is an estimated price and may vary from the prices used by other mutual funds to calculate their net asset values.

The advisor may use indications of fair value from pricing services approved by the Board. In other circumstances, the advisor valuation committee may fair value securities in good faith using procedures approved by the Board. As a means of evaluating its fair value process, the advisor routinely compares closing market prices, the next day's opening prices for the security in its primary market if available, and indications of fair value from other sources. Fair value pricing methods and pricing services can change from time to time as approved by the Board.

Specific types of securities are valued as follows:

Domestic Exchange Traded Equity Securities: Market quotations are generally available and reliable for domestic exchange traded equity securities. If market quotations are not available or are unreliable, the advisor will value the security at fair value in good faith using procedures approved by the Board.

Foreign Securities: If market quotations are available and reliable for foreign exchange traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the close of the NYSE, closing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE events occur that are significant and may make the closing price unreliable, the fund may fair value the security. If an issuer specific event has occurred that the advisor determines, in its judgment, is likely to have affected the closing price of a foreign security, it will price the security at fair value. The advisor also relies on a screening process from a pricing vendor to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current market value as of the close of the NYSE. For foreign securities where the advisor believes, at the approved degree of certainty, that the price is not reflective of current market value, the advisor will use the indication of fair value from the pricing service to determine the fair value of the security. The pricing vendor, pricing methodology or degree of certainty may change from time to time.

Fund securities primarily traded on foreign markets may trade on days that are not business days of the fund. Because the net asset value of fund shares is determined only on business days of the fund, the value of the portfolio securities of a fund that invests in foreign securities may change on days when you will not be able to purchase or redeem shares of the fund.

Fixed Income Securities: Government, corporate, asset-backed and municipal bonds and convertible securities, including high yield or junk bonds, are valued on the basis of prices provided by independent pricing services. Prices provided by the pricing services may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as institution-size trading in similar groups of securities, developments related to special securities, dividend rate, maturity and other market data. Prices received from pricing services are fair value prices. In addition, if the price provided by the pricing service is unreliable, the advisor valuation committee may fair value the security using procedures approved by the Board.

Short-term Securities: The fund's short-term investments are valued at amortized cost when the security has 60 days or less to maturity.

Futures and Options: Futures and options are valued on the basis of market quotations, if available.

Open-end Funds: To the extent the fund invests in other open-end funds, the investing fund will calculate its net asset value using the net asset value of the underlying fund in which it invests.

The fund discloses portfolio holdings at different times and with different lag times to insurance companies issuing variable products that invest in the fund, and in annual, semi-annual and quarterly shareholder reports. Refer to such reports to determine the types of securities in which a fund has invested. You may also refer to the Statement of Additional Information to determine what types of securities in which the fund may invest. You may obtain copies of these reports or of the Statement of Additional Information from the insurance company that issued your variable product, or from the advisor as described on the back cover of this prospectus.

The fund determines the net asset value of its shares on each day the NYSE is open for business, as of the close of the customary trading session, or earlier NYSE closing time that day.

TAXES

The amount, timing and character of distributions to the separate account may be affected by special tax rules applicable to certain investments purchased by the fund. Variable product owners should refer to the prospectus for their variable products for information regarding the tax consequences of owning such variable products and should consult their tax advisors before investing.

DETERMINATION OF NET ASSET VALUE

The price of the fund's shares is the fund's net asset value per share. The fund values portfolio securities for which market quotations are readily available at market value. The fund values all other securities and assets for which market quotations are not readily available at their fair value in good faith using procedures approved by the Board of the fund. Securities and other assets quoted in foreign currencies are valued in U.S. dollars based on the prevailing exchange rates on that day.

Even when market quotations are available, they may be stale or they may be unreliable because the security is not traded frequently, trading on the security ceased before the close of the trading market or issuer specific events occurred after the security ceased trading or because of the passage of time between the close of the market on

which the security trades and the close of the NYSE and when the fund calculates its net asset value. Issuer specific events may cause the last market quotation to be unreliable. Such events may include a merger or insolvency, events which affect a geographical area or an industry segment, such as political events or natural disasters, or market events, such as a significant movement in the U.S. market. Where market quotations are not readily available, including where the advisor determines that the closing price of the security is unreliable, the advisor will value the security at fair value in good faith using procedures approved by the Board. Fair value pricing may reduce the ability of frequent traders to take advantage of arbitrage opportunities resulting from potentially "stale" prices of portfolio holdings. However, it cannot eliminate the possibility of frequent trading.

Fair value is that amount that the owner might reasonably expect to receive for the security upon its current sale. Fair value requires consideration of all appropriate factors, including indications of fair value available from pricing services. A fair value price is an estimated price and may vary from the prices used by other mutual funds to calculate their net asset values.

The advisor may use indications of fair value from pricing services approved by the Board. In other circumstances, the advisor valuation committee may fair value securities in good faith using procedures approved by the Board. As a means of evaluating its fair value process, the advisor routinely compares closing market prices, the next day's opening prices for the security in its primary market if available, and indications of fair value from other sources. Fair value pricing methods and pricing services can change from time to time as approved by the Board.

Specific types of securities are valued as follows:

Domestic Exchange Traded Equity Securities: Market quotations are generally available and reliable for domestic exchange traded equity securities. If market quotations are not available or are unreliable, the advisor will value the security at fair value in good faith using procedures approved by the Board.

Foreign Securities: If market quotations are available and reliable for foreign exchange traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the close of the NYSE, closing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE events occur that are significant and may make the closing price unreliable, the fund may fair value the security. If an issuer specific event has occurred that the advisor determines, in its judgment, is likely to have affected the closing price of a foreign security, it will price the security at fair value. The advisor also relies on a screening process from a pricing vendor to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current market value as of the close of the NYSE. For foreign securities where the advisor believes, at the approved degree of certainty, that the price is not reflective of current market value, the advisor will use the indication of fair value from the pricing service to determine the fair value of the security. The pricing vendor, pricing methodology or degree of certainty may change from time to time.

Fund securities primarily traded on foreign markets may trade on days that are not business days of the fund. Because the net asset value of fund shares is determined only on business days of the fund, the value of the portfolio securities of a fund that invests in foreign securities may change on days when you will not be able to purchase or redeem shares of the fund.

Fixed Income Securities: Government, corporate, asset-backed and municipal bonds and convertible securities, including high yield or junk bonds, are valued on the basis of prices provided by independent pricing services. Prices provided by the pricing services may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as institution-size trading in similar groups of securities, developments related to special securities, dividend rate, maturity and other market data. Prices received from pricing services are fair value prices. In addition, if the price provided by the pricing service is unreliable, the advisor valuation committee may fair value the security using procedures approved by the Board.

Short-term Securities: The fund's short-term investments are valued at amortized cost when the security has 60 days or less to maturity.

Futures and Options: Futures and options are valued on the basis of market quotations, if available.

Open-end Funds: To the extent the fund invests in other open-end funds, the investing fund will calculate its net asset value using the net asset value of the underlying fund in which it invests.

The fund discloses portfolio holdings at different times and with different lag times to insurance companies issuing variable products that invest in the fund, and in annual, semi-annual and quarterly shareholder reports. Refer to such reports to determine the types of securities in which a fund has invested. You may also refer to the Statement of Additional Information to determine what types of securities in which the fund may invest. You may obtain copies of these reports or of the Statement of Additional Information from the insurance company that issued your variable product, or from the advisor as described on the back cover of this prospectus.

The fund determines the net asset value of its shares on each day the NYSE is open for business, as of the close of the customary trading session, or earlier NYSE closing time that day.

TAXES

The amount, timing and character of distributions to the separate account may be affected by special tax rules applicable to certain investments purchased by the fund. Variable product owners should refer to the prospectus for their variable products for information regarding the tax consequences of owning such variable products and should consult their tax advisors before investing.

DETERMINATION OF NET ASSET VALUE

The price of the Fund's shares is the Fund's net asset value per share. The Fund values portfolio securities for which market quotations are readily available at market value. The Fund values all other securities and assets for which market quotations are not readily available at their fair value in good faith using procedures approved by the Board of the Fund. Securities and other assets quoted in foreign currencies are valued in U.S. dollars based on the prevailing exchange rates on that day.

Even when market quotations are available, they may be stale or they may be unreliable because the security is not traded frequently, trading on the security ceased before the close of the trading market or issuer specific events occurred after the security ceased trading or because of the passage of time between the close of the market on which the security trades and the close of the NYSE and when the Fund calculates its net asset value. Issuer specific events may cause the last market quotation to be unreliable. Such events may include a merger quotation to be unreliable. Such events may include a merger or insolvency, events which affect a geographical area or an industry segment, such as political events or natural disasters, or market events, such as a significant movement in the U.S. market. Where market quotations are not readily available, including where the Advisor determines that the closing price of the security is unreliable, the Advisor will value the security at fair value in good faith using procedures approved by the Board. Fair value pricing may reduce the ability of frequent traders to take advantage of arbitrage opportunities resulting from potentially "stale" prices of portfolio holdings. However, it cannot eliminate the possibility of frequent trading.

Fair value is that amount that the owner might reasonably expect to receive for the security upon its current sale. Fair value requires consideration of all appropriate factors, including indications of fair value available from pricing services. A fair value price is an estimated price and may vary from the prices used by other mutual Funds to calculate their net asset values.

The Advisor may use indications of fair value from pricing services approved by the Board. In other circumstances, the Advisor valuation committee may fair value securities in good faith using procedures approved by the Board. As a means of evaluating its fair value process, the Advisor routinely compares closing market prices, the next day's opening prices for the security in its primary market if available, and indications of fair value from other sources. Fair value pricing methods and pricing services can change from time to time as approved by the Board.

Specific types of securities are valued as follows:

Domestic Exchange Traded Equity Securities: Market quotations are generally available and reliable for domestic exchange traded equity securities. If market quotations are not available or are unreliable, the Advisor will value the security at fair value in good faith using procedures approved by the Board.

Foreign Securities: If market quotations are available and reliable for foreign exchange traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the close of the NYSE, clos-

ing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE events occur that are significant and may make the closing price unreliable, the Fund may fair value the security. If an issuer specific event has occurred that the Advisor determines, in its judgment, is likely to have affected the closing price of a foreign security, it will price the security at fair value. The Advisor also relies on a screening process from a pricing vendor to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current market value as of the close of the NYSE. For foreign securities where the Advisor believes, at the approved degree of certainty, that the price is not reflective of current market value, the Advisor will use the indication of fair value from the pricing service to determine the fair value of the security. The pricing vendor, pricing methodology or degree of certainty may change from time to time.

Fund securities primarily traded on foreign markets may trade on days that are not business days of the Fund. Because the net asset value of Fund shares is determined only on business days of the Fund, the value of the portfolio securities of a Fund that invests in foreign securities may change on days when you will not be able to purchase or redeem shares of the Fund.

Fixed Income Securities: Government, corporate, asset-backed and municipal bonds and convertible securities, including high yield or junk bonds, are valued on the basis of prices provided by independent pricing services. Prices provided by the pricing services may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as institution-size trading in similar groups of securities, developments related to special securities, dividend rate, maturity and other market data. Prices received from pricing services are fair value prices. In addition, if the price provided by the pricing service is unreliable, the Advisor the valuation committee may fair value the security using procedures approved by the Board.

Short-term Securities: The Fund's short-term investments are valued at amortized cost when the security has 60 days or less to maturity.

Futures and Options: Futures and options are valued on the basis of market quotations, if available.

Open-end Funds: To the extent the Fund invests in other open-end Funds, the investing Fund will calculate its net asset value using the net asset value of the underlying Fund in which it invests.

The Fund discloses portfolio holdings at different times and with different lag times to insurance companies issuing variable products that invest in the Fund, and in annual, semi-annual and quarterly shareholder reports. Refer to such reports to determine the types of securities in which a Fund has invested. You may also refer to the Statement of Additional Information to determine what types of securities in which the Fund may invest. You may obtain copies of these reports or of the Statement of Additional Information from the insurance company that issued your variable product, or from the advisor as described on the back cover of this prospectus.

The Fund determines the net asset value of its shares on each day the NYSE is open for business, as of the close of the customary trading session, or earlier NYSE closing time that day.

Taxes [LOGO]

The amount, timing and character of distributions to the separate account may be affected by special tax rules applicable to certain investments purchased by the Fund. Variable product owners should refer to the prospectus for their variable products for information regarding the tax consequences of owning such variable products and should consult their tax advisors before investing.

Dividends And Distributions [LOGO]

DIVIDENDS

The Fund generally declares and pays dividends, if any, annually to separate accounts of insurance companies issuing the variable products. The Fund expects that its distributions will consist primarily of capital gains.

CAPITAL GAINS DISTRIBUTIONS

The Fund generally distributes long-term and short-term capital gains, if any, annually to separate accounts of insurance companies issuing the variable products.

At the election of insurance companies issuing the variable products dividends and distributions are automatically reinvested at net asset value in shares of the Fund.

Voting Rights
Since the shares of the Fund are owned by your insurance company and not by you directly, you will not vote shares of the Fund. Your insurance company will vote the shares that it holds as required by state and federal law. Your contract prospectus contains more information on your rights to instruct your insurance company how to vote Fund shares held in connection with your contract.

Share Classes
The Fund has two classes of shares, Series I shares and Series II shares. Each class is identical except that Series II shares has a distribution or "Rule 12b-1 Plan". This prospectus relates to the Series I shares.

Payments to Insurance Companies

ADI, the distributor of the Fund, or one or more of its corporate affiliates, may make cash revenue sharing payments to the insurance company or an affiliate in connection with promotion of the Fund and certain other marketing support services. ADI makes these payments from its own resources, from ADI's retention of underwriting concessions.

ADI makes revenue sharing payments as incentives to certain insurance companies to promote the sale and retention of shares of the Fund. The benefits ADI receives when it makes these payments include, among other things, adding the Fund to the list of underlying investment options in the insurance companies' variable products, and access (in some cases on a preferential basis over other competitors) to individual members of the insurance companies' sales force or to the insurance companies' management. Revenue sharing payments are sometimes referred to as "shelf space" payments because the payments compensate the insurance company for including the Fund in its variable products (on its "sales shelf"). ADI compensates insurance companies differently depending typically on the level and/or type of considerations provided by the insurance company. The revenue sharing payments ADI makes will be calculated on the average daily net assets of the Fund attributable to that particular insurance company ("Asset-Based Payments"), in which case the total amount of such cash payments shall not exceed 0.25% per annum of those assets during a defined period. Asset-Based Payments primarily create incentives to retain assets of the Fund in insurance company separate accounts.

ADI is motivated to make the payments described above since they promote the sale of Fund shares and the retention of those investments by clients of insurance companies. To the extent insurance companies' sell more shares of the Fund or retain shares of the Fund in their variable product owners' accounts, ADI benefits from the incremental management and other fees paid to ADI by the Fund with respect to those assets.

In addition to the payments listed above, the Advisor may also reimburse insurance companies for certain administrative services provided to variable product owners. Under a Master Administrative Services Agreement, between the Fund and the Advisor, the Advisor is entitled to receive from the Fund reimbursement of its costs or such reasonable compensation as may be approved by the Board of the Fund. Under this arrangement, the Advisor provides, or assures that insurance companies issuing variable products will provide, certain variable product owner-related services. These services, include, but are not limited to, facilitation of variable product owners' purchase and redemption requests; distribution to existing variable product owners of copies of Fund prospectuses, proxy materials, periodic Fund reports, and other materials; maintenance of variable product owners' records; and variable product owners services and communications. Currently, these administrative service payments made by the Fund to the Advisor, are subject to an annual limit of 0.25% of the average net assets invested in the Fund by each insurance company. Any amounts paid by the Advisor to an insurance company in excess of 0.25% of the average net assets invested in the Fund are paid by the Advisor out of its own financial resources, and not out of the Fund's assets.

You can find further details in the Statement of Additional Information about these payments and the services provided by insurance companies. In certain cases these payments could be significant to the insurance company. Your insurance company may charge you additional fees or commissions, on your variable product other than those disclosed in this prospectus. You can ask your insurance company about any payments it receives from AIM, ADI, or the Fund, as well as about fees and/or commissions it charges.

DETERMINATION OF NET ASSET VALUE

The price of the Fund's shares is the Fund's net asset value per share. The Fund values portfolio securities for which market quotations are readily available at market value. The Fund values all other securities and assets for which market quotations are not readily available at their fair value in good faith using procedures approved by the Board of the Fund. Securities and other assets quoted in foreign currencies are valued in U.S. dollars based on the prevailing exchange rates on that day.

Even when market quotations are available, they may be stale or they may be unreliable because the security is not traded frequently, trading on the security ceased before the close of the trading market or issuer specific events occurred after the security ceased trading or because of the passage of time between the close of the market on which the security trades and the close of the NYSE and when the Fund calculates its net asset value. Issuer specific events may cause the last market quotation to be unreliable. Such events may include a merger quotation to be unreliable. Such events may include a merger or insolvency, events which affect a geographical area or an industry segment, such as political events or natural disasters, or market events, such as a significant movement in the U.S. market. Where market quotations are not readily available, including where the Advisor determines that the closing price of the security is unreliable, the Advisor will value the security at fair value in good faith using procedures approved by the Board. Fair value pricing may reduce the ability of frequent traders to take advantage of arbitrage opportunities resulting from potentially "stale" prices of portfolio holdings. However, it cannot eliminate the possibility of frequent trading.

Fair value is that amount that the owner might reasonably expect to receive for the security upon its current sale. Fair value requires consideration of all appropriate factors, including indications of fair value available from pricing services. A fair value price is an estimated price and may vary from the prices used by other mutual Funds to calculate their net asset values.

The Advisor may use indications of fair value from pricing services approved by the Board. In other circumstances, the Advisor valuation committee may fair value securities in good faith using procedures approved by the Board. As a means of evaluating its fair value process, the Advisor routinely compares closing market prices, the next day's opening prices for the security in its primary market if available, and indications of fair value from other sources. Fair value pricing methods and pricing services can change from time to time as approved by the Board.

Specific types of securities are valued as follows:

Domestic Exchange Traded Equity Securities: Market quotations are generally available and reliable for domestic exchange traded equity securities. If market quotations are not available or are unreliable, the Advisor will value the security at fair value in good faith using procedures approved by the Board.

Foreign Securities: If market quotations are available and reliable for foreign exchange traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the close of the NYSE,

closing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE events occur that are significant and may make the closing price unreliable, the Fund may fair value the security. If an issuer specific event has occurred that the Advisor determines, in its judgment, is likely to have affected the closing price of a foreign security, it will price the security at fair value. The Advisor also relies on a screening process from a pricing vendor to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current market value as of the close of the NYSE. For foreign securities where the Advisor believes, at the approved degree of certainty, that the price is not reflective of current market value, the Advisor will use the indication of fair value from the pricing service to determine the fair value of the security. The pricing vendor, pricing methodology or degree of certainty may change from time to time.

Fund securities primarily traded on foreign markets may trade on days that are not business days of the Fund. Because the net asset value of Fund shares is determined only on business days of the Fund, the value of the portfolio securities of a Fund that invests in foreign securities may change on days when you will not be able to purchase or redeem shares of the Fund.

Fixed Income Securities: Government, corporate, asset-backed and municipal bonds and convertible securities, including high yield or junk bonds, are valued on the basis of prices provided by independent pricing services. Prices provided by the pricing services may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as institution-size trading in similar groups of securities, developments related to special securities, dividend rate, maturity and other market data. Prices received from pricing services are fair value prices. In addition, if the price provided by the pricing service is unreliable, the Advisor the valuation committee may fair value the security using procedures approved by the Board.

Short-term Securities: The Fund's short-term investments are valued at amortized cost when the security has 60 days or less to maturity.

Futures and Options: Futures and options are valued on the basis of market quotations, if available.

Open-end Funds: To the extent the Fund invests in other open-end Funds, the investing Fund will calculate its net asset value using the net asset value of the underlying Fund in which it invests.

The Fund discloses portfolio holdings at different times and with different lag times to insurance companies issuing variable products that invest in the Fund, and in annual, semi-annual and quarterly shareholder reports. Refer to such reports to determine the types of securities in which a Fund has invested. You may also refer to the Statement of Additional Information to determine what types of securities in which the Fund may invest. You may obtain copies of these reports or of the Statement of Additional Information from the insurance company that issued your variable product, or from the advisor as described on the back cover of this prospectus.

The Fund determines the net asset value of its shares on each day the NYSE is open for business, as of the close of the customary trading session, or earlier NYSE closing time that day.

Taxes [GRAPHIC]

The amount, timing and character of distributions to the separate account may be affected by special tax rules applicable to certain investments purchased by the Fund. Variable product owners should refer to the prospectus for their variable products for information regarding the tax consequences of owning such variable products and should consult their tax advisors before investing.

Dividends And Distributions [GRAPHIC]

DIVIDENDS

The Fund generally declares and pays dividends, if any, annually to separate accounts of insurance companies issuing the variable products. The Fund expects that its distributions will consist primarily of capital gains.

CAPITAL GAINS DISTRIBUTIONS

The Fund generally distributes long-term and short-term capital gains, if any, annually to separate accounts of insurance companies issuing the variable products.

At the election of insurance companies issuing the variable products dividends and distributions are automatically reinvested at net asset value in shares of the Fund.

Voting Rights
Since the shares of the Fund are owned by your insurance company and not by you directly, you will not vote shares of the Fund. Your insurance company will vote the shares that it holds as required by state and federal law. Your contract prospectus contains more information on your rights to instruct your insurance company how to vote Fund shares held in connection with your contract.

Share Classes
The Fund has two classes of shares, Series I shares and Series II shares. Each class is identical except that Series II shares has a distribution or "Rule 12b-1 Plan", which is described in this prospectus. Distribution Plan
The Fund has adopted a distribution or "Rule 12b-1" plan for its Series II shares. The plan allows the Fund to pay distribution fees to life insurance companies and others to promote the sale and distribution of Series II shares. The plan provides for a maximum fee equal to an annual rate of 0.25% (expressed as a percentage of average daily net assets of the Fund). Because the Fund pays these fees out of its assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than other types of charges.

Payments To Insurance Companies

The insurance company that issued your variable product, or one of its affiliates may receive all the Rule 12b-1 distribution fees discussed above. In addition to those payments, ADI, the distributor of the Fund, or one or more of its corporate affiliates, may make additional cash revenue sharing payments to the insurance company or an affiliate in connection with promotion of the Fund and certain other marketing support services. ADI makes these payments from its own resources, from ADI's retention of underwriting concessions and from payments to ADI under Rule 12b-1 plans.

ADI makes revenue sharing payments as incentives to certain insurance companies to promote the sale and retention of shares of the Fund. The benefits ADI receives when it makes these payments include, among other things, adding the Fund to the list of underlying investment options in the insurance companies' variable products, and access (in some cases on a preferential basis over other competitors) to individual members of the insurance companies' sales force or to the insurance companies' management. Revenue sharing payments are sometimes referred to as "shelf space" payments because the payments compensate the insurance company for including the Fund in its variable products (on its "sales shelf"). ADI compensates insurance companies differently depending typically on the level and/or type of considerations provided by the insurance company. The revenue sharing payments ADI makes will be calculated on the average daily net assets of the Fund attributable to that particular insurance company ("Asset-Based Payments"), in which case the total amount of such cash payments shall not exceed 0.25% per annum of those assets during a defined period. Asset-Based Payments primarily create incentives to retain assets of the Fund in insurance company separate accounts.

ADI is motivated to make the payments described above since they promote the sale of Fund shares and the retention of those investments by clients of insurance companies. To the extent insurance companies' sell more shares of the Fund or retain shares of the Fund in their variable product owners' accounts, ADI benefits from the incremental management and other fees paid to ADI by the Fund with respect to those assets.

In addition to the payments listed above, the Advisor may also reimburse insurance companies for certain administrative services provided to variable product owners. Under a Master Administrative Services Agreement, between the Fund and the Advisor, the Advisor is entitled to receive from the Fund reimbursement of its costs or such reasonable compensation as may be approved by the Board of the Fund. Under this arrangement, the Advisor provides, or assures that insurance companies issuing variable products will provide, certain variable product owner-related services. These services, include, but are not limited to, facilitation of variable product owners' purchase and redemption requests; distribution to existing variable product owners of copies of Fund prospectuses, proxy materials, periodic Fund reports, and other materials; maintenance of variable product owners' records; and variable product owners services and communications. Currently, these administrative service payments made by the Fund to the Advisor, are subject to an annual limit of 0.25% of the average net assets invested in the Fund by each insurance company. Any amounts paid by the Advisor to an insurance company in excess of 0.25% of the average net assets invested in the Fund are paid by the Advisor out of its own financial resources, and not out of the Fund's assets.

You can find further details in the Statement of Additional Information about these payments and the services provided by insurance companies. In certain cases these payments could be significant to the insurance company. Your insurance company may charge you additional fees or commissions, on your variable product other than those disclosed in this prospectus. You can ask your insurance company about any payments it receives from AIM, ADI, or the Fund, as well as about fees and/or commissions it charges.

DETERMINATION OF NET ASSET VALUE

The price of the Fund's shares is the Fund's net asset value per share. The Fund values portfolio securities for which market quotations are readily available at market value. The Fund values all other securities and assets for which market quotations are not readily available at their fair value in good faith using procedures approved by the Board of the Fund. Securities and other assets quoted in foreign currencies are valued in U.S. dollars based on the prevailing exchange rates on that day.

Even when market quotations are available, they may be stale or they may be unreliable because the security is not traded frequently, trading on the security ceased before the close of the trading market or issuer specific events occurred after the security ceased trading or because of the passage of time between the close of the market on which the security trades and the close of the NYSE and when the Fund calculates its net asset value. Issuer specific events may cause the last market quotation to be unreliable. Such events may include a merger quotation to be unreliable. Such events may include a merger or insolvency, events which affect a geographical area or an industry segment, such as political events or natural disasters, or market events, such as a significant movement in the U.S. market. Where market quotations are not readily available, including where the Advisor determines that the closing price of the security is unreliable, the Advisor will value the security at fair value in good faith using procedures approved by the Board. Fair value pricing may reduce the ability of frequent traders to take advantage of arbitrage opportunities resulting from potentially "stale" prices of portfolio holdings. However, it cannot eliminate the possibility of frequent trading.

Fair value is that amount that the owner might reasonably expect to receive for the security upon its current sale. Fair value requires consideration of all appropriate factors, including indications of fair value available from pricing services. A fair value price is an estimated price and may vary from the prices used by other mutual Funds to calculate their net asset values.

The Advisor may use indications of fair value from pricing services approved by the Board. In other circumstances, the Advisor valuation committee may fair value securities in good faith using procedures approved by the Board. As a means of evaluating its fair value process, the Advisor routinely compares closing market prices, the next day's opening prices for the security in its primary market if available, and indications of fair value from other sources. Fair value pricing methods and pricing services can change from time to time as approved by the Board.

Specific types of securities are valued as follows:

Domestic Exchange Traded Equity Securities: Market quotations are generally available and reliable for domestic exchange traded equity securities. If market quotations are not available or are unreliable, the Advisor will value the security at fair value in good faith using procedures approved by the Board.

Foreign Securities: If market quotations are available and reliable for foreign exchange traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the close of the NYSE, closing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE events occur that are significant and may make the closing price unreliable, the Fund may fair value the security. If an issuer specific event has occurred that the Advisor determines, in its judgment, is likely to have affected the closing price of a foreign security, it will price the security at fair value. The Advisor also relies on a screening process from a pricing vendor to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current market value as of the close of the NYSE. For foreign securities where the Advisor believes, at the approved degree of certainty, that the price is not reflective of current market value, the Advisor will use the indication of fair value from the pricing service to determine the fair value of the security. The pricing vendor, pricing methodology or degree of certainty may change from time to time.

Fund securities primarily traded on foreign markets may trade on days that are not business days of the Fund. Because the net asset value of Fund shares is determined only on business days of the Fund, the value of the portfolio securities of a Fund that invests in foreign securities may change on days when you will not be able to purchase or redeem shares of the Fund.

Fixed Income Securities: Government, corporate, asset-backed and municipal bonds and convertible securities, including high yield or junk bonds, are valued on the basis of prices provided by independent pricing services. Prices provided by the pricing services may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as institution-size trading in similar groups of securities, developments related to special securities, dividend rate, maturity and other market data. Prices received from pricing services are fair value prices. In addition, if the price provided by the pricing service is unreliable, the Advisor the valuation committee may fair value the security using procedures approved by the Board.

Short-term Securities: The Fund's short-term investments are valued at amortized cost when the security has 60 days or less to maturity.

Futures and Options: Futures and options are valued on the basis of market quotations, if available.

Open-end Funds: To the extent the Fund invests in other open-end Funds, the investing Fund will calculate its net asset value using the net asset value of the underlying Fund in which it invests.

The Fund discloses portfolio holdings at different times and with different lag times to insurance companies issuing variable products that invest in the Fund, and in annual, semi-annual and quarterly shareholder reports. Refer to such reports to determine the types of securities in which a Fund has invested. You may also refer to the Statement of Additional Information to determine what types of securities in which the Fund may invest. You may obtain copies of these reports or of the Statement of Additional Information from the insurance company that issued your variable product, or from the advisor as described on the back cover of this prospectus.

The Fund determines the net asset value of its shares on each day the NYSE is open for business, as of the close of the customary trading session, or earlier NYSE closing time that day.

Taxes [GRAPHIC]

The amount, timing and character of distributions to the separate account may be affected by special tax rules applicable to certain investments purchased by the Fund. Variable product owners should refer to the prospectus for their variable products for information regarding the tax consequences of owning such variable products and should consult their tax advisors before investing.

Dividends And Distributions [GRAPHIC]

DIVIDENDS

The Fund generally declares and pays dividends, if any, annually to separate accounts of insurance companies issuing the variable products. The Fund expects that its distributions will consist primarily of capital gains.

CAPITAL GAINS DISTRIBUTIONS

The Fund generally distributes long-term and short-term capital gains, if any, annually to separate accounts of insurance companies issuing the variable products.

At the election of insurance companies issuing the variable products dividends and distributions are automatically reinvested at net asset value in shares of the Fund.

Voting Rights
Since the shares of the Fund are owned by your insurance company and not by you directly, you will not vote shares of the Fund. Your insurance company will vote the shares that it holds as required by state and federal law. Your contract prospectus contains more information on your rights to instruct your insurance company how to vote Fund shares held in connection with your contract.
Share Classes
The Fund has two classes of shares, Series I shares and Series II shares. Each class is identical except that Series II shares has a distribution or "Rule 12b-1 Plan". This prospectus relates to the Series I shares.

Payments to Insurance Companies

ADI, the distributor of the Fund, or one or more of its corporate affiliates, may make cash revenue sharing payments to the insurance company or an affiliate in connection with promotion of the Fund and certain other marketing support services. ADI makes these payments from its own resources, from ADI's retention of underwriting concessions.

ADI makes revenue sharing payments as incentives to certain insurance companies to promote the sale and retention of shares of the Fund. The benefits ADI receives when it makes these payments include, among other things, adding the Fund to the list of underlying investment options in the insurance companies' variable products, and access (in some cases on a preferential basis over other competitors) to individual members of the insurance companies' sales force or to the insurance companies' management. Revenue sharing payments are sometimes referred to as "shelf space" payments because the payments compensate the insurance company for including the Fund in its variable products (on its "sales shelf"). ADI compensates insurance companies differently depending typically on the level and/or type of considerations provided by the insurance company. The revenue sharing payments ADI makes will be calculated on the average daily net assets of the Fund attributable to that particular insurance company ("Asset-Based Payments"), in which case the total amount of such cash payments shall not exceed 0.25% per

annum of those assets during a defined period. Asset-Based Payments primarily create incentives to retain assets of the Fund in insurance company separate accounts.

ADI is motivated to make the payments described above since they promote the sale of Fund shares and the retention of those investments by clients of insurance companies. To the extent insurance companies' sell more shares of the Fund or retain shares of the Fund in their variable product owners' accounts, ADI benefits from the incremental management and other fees paid to ADI by the Fund with respect to those assets.

In addition to the payments listed above, the Advisor may also reimburse insurance companies for certain administrative services provided to variable product owners. Under a Master Administrative Services Agreement, between the Fund and the Advisor, the Advisor is entitled to receive from the Fund reimbursement of its costs or such reasonable compensation as may be approved by the Board of the Fund. Under this arrangement, the Advisor provides, or assures that insurance companies issuing variable products will provide, certain variable product owner-related services. These services, include, but are not limited to, facilitation of variable product owners' purchase and redemption requests; distribution to existing variable product owners of copies of Fund prospectuses, proxy materials, periodic Fund reports, and other materials; maintenance of variable product owners' records; and variable product owners services and communications. Currently, these administrative service payments made by the Fund to the Advisor, are subject to an annual limit of 0.25% of the average net assets invested in the Fund by each insurance company. Any amounts paid by the Advisor to an insurance company in excess of 0.25% of the average net assets invested in the Fund are paid by the Advisor out of its own financial resources, and not out of the Fund's assets.

You can find further details in the Statement of Additional Information about these payments and the services provided by insurance companies. In certain cases these payments could be significant to the insurance company. Your insurance company may charge you additional fees or commissions, on your variable product other than those disclosed in this prospectus. You can ask your insurance company about any payments it receives from AIM, ADI, or the Fund, as well as about fees and/or commissions it charges.