0001193125-18-131746 Sample Contracts

FOURTH AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)
Agreement and Declaration of Trust • April 26th, 2018 • 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”);

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MEMORANDUM OF AGREEMENT (Advisory Fee Waivers)
Memorandum of Agreement • April 26th, 2018 • 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 20

MEMORANDUM OF AGREEMENT (Expense Limitations)
Memorandum of Agreement • April 26th, 2018 • 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 (Expense Limitations)
Memorandum of Agreement • April 26th, 2018 • 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

AMENDMENT NO. 17 TO THE MASTER DISTRIBUTION AGREEMENT
Master Distribution Agreement • April 26th, 2018 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

This Amendment, dated as of December 18, 2017, 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”).

AMENDMENT NO. 18 TO THE MASTER DISTRIBUTION AGREEMENT
Master Distribution Agreement • April 26th, 2018 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

This Amendment, dated as of April 30, 2018, 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”).

MEMORANDUM OF AGREEMENT (Expense Limitations)
Memorandum of Agreement • April 26th, 2018 • 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

AMENDMENT NO. 3 TO SUB-ADVISORY CONTRACT
Sub-Advisory Contract • April 26th, 2018 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

This Amendment dated as of April 30, 2018, amends the Sub-Advisory Contract (the “Contract”) between Invesco Advisers, Inc. (the “Adviser”) and Invesco Asset Management (India) Private Limited (the “Sub-Adviser”).

AMENDMENT NO. 18 TO SUB-ADVISORY CONTRACT
Sub-Advisory Contract • April 26th, 2018 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

This Amendment dated as of April 30, 2018, amends the Sub-Advisory Contract (the “Contract”) between Invesco Advisers, Inc. (the “Advisor”) and Invesco PowerShares Capital Management LLC (the “Sub-Advisor”).

AMENDMENT NO. 31 TO MASTER INVESTMENT ADVISORY AGREEMENT
Master Investment Advisory Agreement • April 26th, 2018 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

This amendment effective as of April 30, 2018, 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. 1 TO THE FOURTH AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)
Agreement and Declaration • April 26th, 2018 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

This Amendment No. 1 (the “Amendment”) to the Fourth Amended and Restated Agreement and Declaration of Trust of AIM Variable Insurance Funds (Invesco Variable Insurance Funds) (the “Trust”) amends, effective April 30, 2018, the Fourth Amended and Restated Agreement and Declaration of Trust of the Trust dated as of April 11, 2017 (the “Agreement”).

AMENDMENT NO. 19 THIRD AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES AGREEMENT
Master Administrative Services Agreement • April 26th, 2018 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

This Amendment (the “Amendment”) effective April 30, 2018 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 TO PARTICIPATION AGREEMENT
Participation Agreement • April 26th, 2018 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

The Participation Agreement, dated April 3, 2000 (as amended, the “Agreement”),, by and among AIM Variable Insurance Funds (Invesco Variable Insurance Funds), a Delaware trust (“AVIF”), Invesco Distributors, Inc., a Delaware corporation (“Invesco”), First MetLife Investors Insurance Company, a New York life insurance company (“Life Company”) and MetLife Investors Distribution Company, a Missouri corporation (“MetLife Distributors”), is hereby amended as follows:

AMENDMENT NO. 14 TO MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS
Master Intergroup Sub • April 26th, 2018 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

This Amendment effective as of April 30, 2018, 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”).

AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • April 26th, 2018 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

The Participation Agreement, dated October 1, 2000 (as amended, the “Agreement”), by and among AIM Variable Insurance Funds (Invesco Variable Insurance Funds), a Delaware trust (“AVIF”), Invesco Distributors, Inc., a Delaware corporation (“INVESCO”), MetLife Insurance Company USA, a Delaware life insurance company (“MetLife”) and MetLife Investors Distribution Company, a Missouri corporation (“MLIDC”), is hereby amended as follows:

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