0001193125-17-136911 Sample Contracts

AMENDMENT NO. 11 TO THE MASTER DISTRIBUTION AGREEMENT
Master Distribution Agreement • April 25th, 2017 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

This Amendment, dated as of July 1, 2016, amends the Master Distribution Agreement, made as of the 1st day of July, 2014 (the “Agreement”), is between each Delaware statutory trust set forth on Schedule A to the Agreement (each, a “Trust”), on behalf of itself and its series portfolios, severally, and Invesco Distributors, Inc., a Delaware corporation (the “Distributor”).

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THIRD AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)
Agreement and Declaration of Trust • April 25th, 2017 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

WHEREAS the Trust was formed on December 6, 1999 by the filing of a Certificate of Trust with the office of the Secretary of State of the State of Delaware pursuant to a Declaration of Trust, dated as of December 6, 1999 (the “Original Declaration”);

PARTICIPATION AGREEMENT BY AND AMONG AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS), INVESCO DISTRIBUTORS, INC., ALLSTATE ASSURANCE COMPANY, ON BEHALF OF ITSELF AND ITS SEPARATE ACCOUNTS, AND ALLSTATE DISTRIBUTORS
Participation Agreement • April 25th, 2017 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds) • Delaware

THIS AGREEMENT, made and entered into as of the 1st day of October, 2016 (“Agreement”), by and among AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS), a Delaware Trust (“AVIF (IVIF)”), INVESCO DISTRIBUTORS, INC., a Delaware corporation (“INVESCO”), ALLSTATE ASSURANCE COMPANY an Illinois 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 ALLSTATE DISTRIBUTORS, an affiliate of LIFE COMPANY and the principal underwriter of the Contracts (“UNDERWRITER”) (collectively, the “Parties”).

MEMORANDUM OF AGREEMENT (Expense Limitations)
Memorandum of Agreement • April 25th, 2017 • 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 Management Trust, Invesco Securities 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. (“Invesco”). Invesco shall and hereby agrees to waive fees or reimburse expenses of each Fund, on

MEMORANDUM OF AGREEMENT (Advisory Fee Waivers)
Memorandum of Agreement • April 25th, 2017 • 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 Advantage Municipal Income Trust II, Invesco Bond Fund, Invesco California Value Municipal Income Trust, Invesco Dynamic Credit Opportunities Fund, Invesco Exchange Fund, Invesco High Income 2023 Target Term Fund, Invesco High Income Tr

PARTICIPATION AGREEMENT BY AND AMONG AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS), INVESCO DISTRIBUTORS, INC., THE VARIABLE ANNUITY LIFE INSURANCE COMPANY, ON BEHALF OF ITSELF AND ITS SEPARATE ACCOUNTS, AND AIG CAPITAL SERVICES,...
Participation Agreement • April 25th, 2017 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds) • Delaware

THIS AGREEMENT, made and entered into as of the 1st day of May, 2015 (“Agreement”), by and among AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS), a Delaware Trust (“AVIF (IVIF)”), INVESCO DISTRIBUTORS, INC., a Delaware corporation (“INVESCO”), THE VARIABLE ANNUITY LIFE INSURANCE COMPANY, a Texas 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 AIG CAPITAL SERVICES, INC., an affiliate of LIFE COMPANY and the principal underwriter of the Contracts (“UNDERWRITER”) (collectively, the “Parties”).

AMENDMENT NO. 18 THIRD AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES AGREEMENT
Master Administrative Services Agreement • April 25th, 2017 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

This Amendment (the “Amendment”) effective April 29, 2016 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. 30 TO MASTER INVESTMENT ADVISORY AGREEMENT
Master Investment Advisory Agreement • April 25th, 2017 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

This amendment effective as of April 29, 2016, 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. 13 TO MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS
Aim Variable Insurance Funds (Invesco Variable Insurance Funds) • April 25th, 2017

This Amendment effective as of April 29, 2016, 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 Hong Kong Limited, and Invesco Senior Secured Management, Inc. (each a “Sub-Adviser” and, collectively, the “Sub-Advisers”).

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