0001193125-14-043615 Sample Contracts

MEMORANDUM OF AGREEMENT (Advisory Fee Waivers)
Memorandum of Agreement • February 11th, 2014 • 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 and Invesco Value Municipal Income Trust (each a “Trust” or, collectively, the “Trusts”), on behalf of the funds listed on t

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AMENDMENT NO. 24 TO AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)
Agreement and Declaration of Trust • February 11th, 2014 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

This Amendment No. 24 to the Amended and Restated Agreement and Declaration of Trust of AIM Variable Insurance Funds (Invesco Variable Insurance Funds) (this “Amendment”) amends, effective April 29, 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”).

MEMORANDUM OF AGREEMENT (Expense Limitations)
Memorandum of Agreement • February 11th, 2014 • 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.

SEVENTH AMENDED AND RESTATED MEMORANDUM OF AGREEMENT (Securities Lending Administrative Fee Waiver)
Memorandum of Agreement • February 11th, 2014 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

This Seventh Amended and Restated Memorandum of Agreement is entered into as of the dates indicated on Exhibit “A” 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 Securities Trust and Short-Term Investments Trust (each a “Fund” and collectively, the “Funds”), on behalf of the portfolios listed on Exhibit “A” to this Memorandum of Agreement (the “Portfolios”), and Invesco Advisers, Inc. (“Invesco”).

AMENDMENT NO. 27 TO MASTER INVESTMENT ADVISORY AGREEMENT
Master Investment Advisory Agreement • February 11th, 2014 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

This amendment effective as of April 29, 2013, 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. 14 THIRD AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES AGREEMENT
Master Administrative Services Agreement • February 11th, 2014 • 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. 26 TO MASTER INVESTMENT ADVISORY AGREEMENT
Master Investment Advisory Agreement • February 11th, 2014 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

This amendment dated as of May 1, 2013, 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. 21 TO FIRST AMENDED AND RESTATED MASTER DISTRIBUTION AGREEMENT
Master Distribution Agreement • February 11th, 2014 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

This Amendment (the “Amendment”) dated April 29, 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. 21 TO MASTER DISTRIBUTION PLAN
Master Distribution Plan • February 11th, 2014 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

This amendment effective as of April 29, 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. 22 TO FIRST AMENDED AND RESTATED MASTER DISTRIBUTION AGREEMENT
Master Distribution Agreement • February 11th, 2014 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

This Amendment (the “Amendment”) effective April 29, 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. 22 TO MASTER DISTRIBUTION PLAN
Master Distribution Plan • February 11th, 2014 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

This Amendment effective as of April 29, 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. 15 THIRD AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES AGREEMENT
Master Administrative Services Agreement • February 11th, 2014 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

This Amendment (the “Amendment”) effective April 29, 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. 9 TO MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS
Master Intergroup Sub • February 11th, 2014 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

This Amendment dated as of May 1, 2013, 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”).

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