0000950123-13-002589 Sample Contracts

MEMORANDUM OF AGREEMENT (Expense Limitations)
Memorandum of Agreement • April 24th, 2013 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

This Memorandum of Agreement is entered into as of the Effective Date on the attached exhibits (the “Exhibits”), between AIM Counselor Series Trust (Invesco Counselor Series Trust), AIM Equity Funds (Invesco Equity Funds), AIM Funds Group (Invesco Funds Group), AIM Growth Series (Invesco Growth Series), AIM International Mutual Funds (Invesco International Mutual Funds), AIM Investment Funds (Invesco Investment Funds), AIM Investment Securities Funds (Invesco Investment Securities Funds), AIM Sector Funds (Invesco Sector Funds), AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds), AIM Variable Insurance Funds (Invesco Variable Insurance Funds), Invesco Municipal Income Opportunities Trust, Invesco Quality Municipal Income Trust, Invesco Securities Trust, Invesco Value Municipal Income Trust and Short-Term Investments Trust (each a “Trust” or, collectively, the “Trusts”), on behalf of the funds listed on the Exhibits to this Memorandum of Agreement (the “Funds”), and Invesco Advisers, Inc.

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PARTICIPATION AGREEMENT BY AND AMONG AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS), INVESCO DISTRIBUTORS, INC., FIRST SYMETRA NATIONAL LIFE INSURANCE COMPANY OF NEW YORK, ON BEHALF OF ITSELF AND ITS SEPARATE ACCOUNTS, AND SYMETRA...
Participation Agreement • April 24th, 2013 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds) • Delaware

THIS PARTICIPATION AGREEMENT, made and entered into as of the 1st day of November, 2012 (“Agreement”), by and among AIM Variable Insurance Funds (Invesco Variable Insurance Funds), a Delaware Trust (“AVIF (IVIF)”), Invesco Distributors, Inc., a Delaware corporation (“INVESCO”), First Symetra National Life Insurance Company of New York, a New York life insurance company (“LIFE COMPANY”), on behalf of itself and each of its segregated asset accounts listed in Schedule A hereto, as the parties hereto may amend from time to time (each, an “Account,” and collectively, the “Accounts”); and Symetra Securities, Inc., an affiliate of LIFE COMPANY and the principal underwriter of the Contracts (“UNDERWRITER”) (collectively, the “Parties”).

MEMORANDUM OF AGREEMENT (Advisory Fee Waivers)
Memorandum of Agreement • April 24th, 2013 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

This Memorandum of Agreement is entered into as of the effective date on the attached Exhibit A and B (each an “Exhibit” or, collectively the “Exhibits”), between AIM Counselor Series Trust (Invesco Counselor Series Trust), AIM Equity Funds (Invesco Equity Funds), AIM Funds Group (Invesco Funds Group), AIM Growth Series (Invesco Growth Series), AIM International Mutual Funds (Invesco International Mutual Funds), AIM Investment Funds (Invesco Investment Funds), AIM Investment Securities Funds (Invesco Investment Securities Funds), AIM Sector Funds (Invesco Sector Funds), AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds), AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), AIM Variable Insurance Funds (Invesco Variable Insurance Funds), Invesco Municipal Income Opportunities Trust, Invesco Securities Trust, Invesco, Invesco Quality Municipal Income Trust, Invesco Value Municipal Income Trust and Short-Term Investments Trust (each a “Trust” or, collectively, the “Trusts”), on b

AMENDMENT NO. 25 TO MASTER INVESTMENT ADVISORY AGREEMENT
Master Investment Advisory Agreement • April 24th, 2013 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

This Amendment (the “Amendment”) dated July 16, 2012, amends the Master Investment Advisory Agreement (the “Agreement”), dated May 1, 2000, between AIM Variable Insurance Funds (Invesco Variable Insurance Funds), a Delaware statutory trust, and Invesco Advisers, Inc., a Delaware corporation.

AMENDMENT NO. 3 PARTICIPATION AGREEMENT
Participation Agreement • April 24th, 2013 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

The Participation Agreement (the “Agreement”), dated March 29, 2001, by and among AIM Variable Insurance Funds (Invesco Variable Insurance Funds), a Delaware trust (“AVIF”); Invesco Distributors, Inc., a Delaware corporation, Phoenix Life Insurance Company, a New York life insurance company (“Phoenix”) and 1851 Securities Inc., is hereby amended as follows:

AMENDMENT NO. 8 TO MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS
Master Intergroup Sub • April 24th, 2013 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

This Amendment dated July 16, 2012, amends the Master Intergroup Sub-Advisory Contract for Mutual Funds (the “Contract”), dated May 1, 2008, between Invesco Advisers, Inc. (the “Adviser”), on behalf of AIM Variable Insurance Funds (Invesco Variable Insurance Funds), and each of Invesco Canada Ltd., Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Ltd., Invesco Australia Limited, Invesco Hong Kong Limited, and Invesco Senior Secured Management, Inc. (each a “Sub-Adviser” and, collectively, the “Sub-Advisers”).

AMENDMENT NO. 21 TO FIRST AMENDED AND RESTATED MASTER DISTRIBUTION AGREEMENT
Master Distribution Agreement • April 24th, 2013 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

This Amendment (the “Amendment”) effective May 1, 2013, amends The First Amended and Restated Master Distribution Agreement (the “Agreement”), dated as of July 16, 2001, by and between AIM Variable Insurance Funds (Invesco Variable Insurance Funds), a Delaware statutory trust and Invesco Distributors, Inc., a Delaware corporation.

AMENDMENT NO. 14 THIRD AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES AGREEMENT
Master Administrative Services Agreement • April 24th, 2013 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

This Amendment (the “Amendment”) dated May 1, 2013, amends the Third Amended and Restated Master Administrative Services Agreement (the “Agreement”), dated July 1, 2006, by and between Invesco Advisers, Inc., a Delaware corporation, and AIM Variable Insurance Funds (Invesco Variable Insurance Funds), a Delaware statutory trust, is hereby amended as follows:

AMENDMENT NO. 13 THIRD AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES AGREEMENT
Master Administrative Services Agreement • April 24th, 2013 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

This Amendment (the “Amendment”) amends the Third Amended and Restated Master Administrative Services Agreement (the “Agreement”), dated July 1, 2006, by and between Invesco Advisers, Inc., a Delaware corporation, and AIM Variable Insurance Funds (Invesco Variable Insurance Funds), a Delaware statutory trust, is hereby amended as follows:

AMENDMENT NO. 21 TO MASTER DISTRIBUTION PLAN
Master Distribution Plan • April 24th, 2013 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

This amendment effective as of May 1, 2013, amends The Master Distribution Plan (the “Plan”), dated as of July 16, 2001, pursuant to Rule 12b-1, of AIM Variable Insurance Funds (Invesco Variable Insurance Funds), a Delaware statutory trust, is hereby amended as follows:

AMENDMENT NO. 1 PARTICIPATION AGREEMENT
Participation Agreement • April 24th, 2013 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

The Participation Agreement (the “Agreement”), dated as of December 1, 2008, by and among AIM Variable Insurance Funds (“AVIF”), Invesco Aim Distributors, Inc., a Delaware corporation (“INVESCO AIM”), Pacific Life Insurance Company, a Nebraska life insurance company (“LIFE COMPANY”), on its behalf and on behalf of certain segregated asset accounts (“Accounts”) of the Company, and Pacific Select Distributors, Inc., an affiliate of LIFE COMPANY and the principal underwriter of the contract (“UNDERWRITER”). The parties now desire to further amend the Agreement by this amendment (the “Amendment”) which shall take effect May 1, 2012.

AMENDMENT NO. 4 PARTICIPATION AGREEMENT
Participation Agreement • April 24th, 2013 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

The Participation Agreement (the “Agreement”), dated October 1, 2002, by and among AIM Variable Insurance Funds (Invesco Variable Insurance Funds), a Delaware trust (“AVIF (IVIF)”); Invesco Distributors, Inc., a Delaware corporation, CMFG Life Insurance Company (f/k/a CUNA Mutual Insurance Society), an Iowa life insurance company, and CUNA Brokerage Services Inc., is hereby amended as follows:

AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • April 24th, 2013 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

That certain Participation Agreement (“Agreement”), dated April 30, 2004, by and among the undersigned is hereby amended, effective April 1, 2012 (“Effective Date”), as follows:

AMENDMENT NO. 22 TO AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)
Agreement and Declaration • April 24th, 2013 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

This Amendment No. 22 to the Amended and Restated Agreement and Declaration of Trust of AIM Variable Insurance Funds (Invesco Variable Insurance Funds) (this “Amendment”) amends the Amended and Restated Agreement and Declaration of Trust of AIM Variable Insurance Funds (Invesco Variable Insurance Funds) (the “Trust”) dated as of September 14, 2005, as amended (the “Agreement”).

AMENDMENT NO. 20 TO FIRST AMENDED AND RESTATED MASTER DISTRIBUTION AGREEMENT
Master Distribution Agreement • April 24th, 2013 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

This Amendment (the “Amendment”) dated July 16, 2012, amends The First Amended and Restated Master Distribution Agreement (the “Agreement”), dated as of July 16, 2001, by and between AIM Variable Insurance Funds (Invesco Variable Insurance Funds), a Delaware statutory trust and Invesco Distributors, Inc., a Delaware corporation.

AMENDMENT NO. 3 TO PARTICIPATION AGREEMENT
To Participation Agreement • April 24th, 2013 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

That certain Participation Agreement (“Agreement”), dated April 30, 2004, by and among the undersigned is hereby amended, effective as of May 1, 2011 (“Effective Date”), as follows:

AMENDMENT NO. 4 PARTICIPATION AGREEMENT
Participation Agreement • April 24th, 2013 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

The Participation Agreement, (the “Agreement”), dated July 1, 2005, by and among AIM Variable Insurance Funds (Invesco Variable Insurance Funds), a Delaware Trust (“AVIF (IVIF)”), Invesco Distributors, Inc., a Delaware corporation (“INVESCO”), AXA Equitable Life Insurance Company, a New York life insurance company (“LIFE COMPANY”), on behalf of itself and each of its segregated asset accounts listed in Schedule A hereto, as the parties hereto may amend from time to time (each, an “Account,” and collectively, the “Accounts”); and AXA Advisors, LLC and AXA Distributors LLC, each an affiliate of LIFE COMPANY and the principal underwriters of the contracts (“UNDERWRITER”) (collectively, the “Parties”), is hereby amended as follows:

AMENDMENT NO. 19 TO MASTER DISTRIBUTION PLAN
Master Distribution Plan • April 24th, 2013 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

This amendment dated as of December 1, 2011, amends The Master Distribution Plan (the “Plan”), dated as of July 16, 2001, pursuant to Rule 12b-1, of AIM Variable Insurance Funds (Invesco Variable Insurance Funds), a Delaware statutory trust, is hereby amended as follows:

AMENDMENT NO. 3 PARTICIPATION AGREEMENT
Participation Agreement • April 24th, 2013 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

The Participation Agreement (the “Agreement”), dated July 27, 1999, as amended, by and among AIM Variable Insurance Funds (Invesco Variable Insurance Funds), a Delaware trust (“AVIF”); Allianz Life Insurance Company of New York, a New York life insurance company, and Allianz Life Financial Services, LLC, is hereby amended as follows:

AMENDMENT NO. 11 PARTICIPATION AGREEMENT
Participation Agreement • April 24th, 2013 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

The Participation Agreement (the “Agreement”), dated July 16, 1998, by and among AIM Variable Insurance Funds (Invesco Variable Insurance Funds), a Delaware trust (“AVIF (IVIF)”); Invesco Distributors, Inc., a Delaware corporation, and The Lincoln National Life Insurance Company, an Indiana life insurance company, is hereby amended as follows:

AMENDMENT NO. 1 PARTICIPATION AGREEMENT
Participation Agreement • April 24th, 2013 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

The Participation Agreement (the “Agreement”), dated as of December 1, 2008, by and among AIM Variable Insurance Funds (“AVIF”), Invesco Aim Distributors, Inc., a Delaware corporation (“INVESCO AIM”), Pacific Life & Annuity Company, an Arizona life insurance company (“LIFE COMPANY”), on its behalf and on behalf of certain segregated asset accounts (“Accounts”) of the Company, and Pacific Select Distributors, Inc., an affiliate of LIFE COMPANY and the principal underwriter of the contract (“UNDERWRITER”). The parties now desire to further amend the Agreement by this amendment (the “Amendment”) which shall take effect May 1, 2012.

AMENDMENT NO. 9 PARTICIPATION AGREEMENT
Participation Agreement • April 24th, 2013 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

The Participation Agreement (the “Agreement”), dated October 15, 1998, by and among AIM Variable Insurance Funds (Invesco Variable Insurance Funds), a Delaware trust (“AVIF (IVIF)”); Invesco Distributors, Inc., a Delaware corporation, Lincoln Life & Annuity Company of New York, a New York life insurance company, and Lincoln Financial Distributors, Inc., is hereby amended as follows:

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AMENDMENT NO. 3 PARTICIPATION AGREEMENT
Participation Agreement • April 24th, 2013 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

The Participation Agreement (the “Agreement”), dated March 29, 2001, by and among AIM Variable Insurance Funds (Invesco Variable Insurance Funds), a Delaware trust (“AVIF”); Invesco Distributors, Inc., a Delaware corporation, Phoenix Life and Annuity Company, a Connecticut life insurance company (“Phoenix”) and 1851 Securities Inc., is hereby amended as follows:

AMENDMENT NUMBER [2] TO THE AMENDED AND RESTATED TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • April 24th, 2013 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

This Amendment, dated as of [July 1, 2013], is made to the Amended and Restated Transfer Agency and Service Agreement dated July 1, 2006, (the “Agreement”) between AIM Variable Insurance Funds (the “Fund”) and Invesco Investment Services, Inc. (“IIS”) pursuant to Article 11 of the Agreement.

AMENDMENT NO. 12 THIRD AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES AGREEMENT
Master Administrative Services Agreement • April 24th, 2013 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

This Amendment dated as of July 1, 2012, amends the Third Amended and Restated Master Administrative Services Agreement (the “Agreement”), dated July 1, 2006, by and between Invesco Advisers, Inc., a Delaware corporation, and AIM Variable Insurance Funds (Invesco Variable Insurance Funds), a Delaware statutory trust, is hereby amended as follows:

AMENDMENT NO. 23 TO AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)
Agreement and Declaration • April 24th, 2013 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

This Amendment No. 23 to the Amended and Restated Agreement and Declaration of Trust of AIM Variable Insurance Funds (Invesco Variable Insurance Funds) (this “Amendment”) amends, effective May 1, 2013 the Amended and Restated Agreement and Declaration of Trust of AIM Variable Insurance Funds (Invesco Variable Insurance Funds) (the “Trust”) dated as of September 14, 2005, as amended (the “Agreement”).

AMENDMENT NO. 4 PARTICIPATION AGREEMENT
Participation Agreement • April 24th, 2013 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

The Participation Agreement (the “Agreement”), dated July 27, 1999, as amended, by and among AIM Variable Insurance Funds (Invesco Variable Insurance Funds), a Delaware trust (“AVIF”); Allianz Life Insurance Company of North America, a Minnesota life insurance company, and Allianz Life Financial Services, LLC, is hereby amended as follows:

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