0000950123-10-011772 Sample Contracts

AMENDMENT TO MASTER INVESTMENT ADVISORY AGREEMENTS
Master Investment Advisory Agreement • February 12th, 2010 • Aim Variable Insurance Funds

The Master Investment Advisory Agreements (the “Agreements”) by and between Invesco Aim Advisors, Inc., formerly A I M Advisors, Inc., a Delaware corporation, and each registered investment company set forth on Exhibit A to this Amendment (each individually referred to as “Fund”, or collectively, “Funds”), severally, on behalf of each of their series of beneficial interest (each, a “Portfolio”), is hereby amended as follows:

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AMENDMENT TO MASTER ADMINISTRATIVE SERVICES AGREEMENT
Master Administrative Services Agreement • February 12th, 2010 • Aim Variable Insurance Funds

The Master Administrative Services Agreements (the “Agreements”) by and between Invesco Aim Advisors, Inc., formerly A I M Advisors, Inc., a Delaware corporation, and each registered investment company set forth on Exhibit A to this Amendment (each individually referred to as “Fund”, or collectively, “Funds”), severally, on behalf of each of their series of beneficial interest (each, a “Portfolio”), is hereby amended as follows:

AMENDMENT TO MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS
Master Intergroup Sub-Advisory Contract for Mutual Funds • February 12th, 2010 • Aim Variable Insurance Funds

This Amendment effective as of January 1, 2010, amends the Master Intergroup Sub-Advisory Contracts for Mutual Funds (the “Contracts”), dated May 1, 2008,between Invesco Aim Advisors, Inc., (the “Adviser”), on behalf of each registered investment company set forth on Exhibit A to this Amendment (each individually referred to as “Trust”, or collectively, “Trusts”), and their series portfolios (the “Funds”), and each of Invesco Trimark Ltd., Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Ltd., Invesco Australia Limited, Invesco Global Asset Management (N.A.), Inc., Invesco Hong Kong Limited, Invesco Institutional (N.A.), Inc. and Invesco Senior Secured Management, Inc. (each a “Sub-Adviser” and, collectively, the “Sub-Advisers”).

AMENDMENT NO. 15 TO AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF AIM VARIABLE INSURANCE FUNDS
Amended and Restated Agreement and Declaration of Trust • February 12th, 2010 • Aim Variable Insurance Funds

This Amendment No. 15 to the Amended and Restated Agreement and Declaration of Trust of AIM Variable Insurance Funds (this “Amendment”) amends, effective as of [ 2010], the Amended and Restated Agreement and Declaration of Trust of AIM Variable Insurance Funds dated as of September 14, 2005, as amended (the “Agreement”).

AMENDMENT NO. 19 TO MASTER INVESTMENT ADVISORY AGREEMENT
Master Investment Advisory Agreement • February 12th, 2010 • Aim Variable Insurance Funds

This amendment dated as of February ___, 2010, amends the Master Investment Advisory Agreement (the “Agreement”), dated May 1, 2000, between AIM Variable Insurance Funds, a Delaware statutory trust, and Invesco Advisers, Inc., successor by merger to Invesco Aim Advisors, Inc., a Delaware corporation.

AMENDMENT NO. [ ] TO FIRST AMENDED AND RESTATED MASTER DISTRIBUTION AGREEMENT
Master Distribution Agreement • February 12th, 2010 • Aim Variable Insurance Funds

The First Amended and Restated Master Distribution Agreement (the “Agreement”), dated as of July 16, 2001, by and between AIM Variable Insurance Funds, a Delaware statutory trust and Invesco Aim Distributors, Inc., formerly A I M Distributors, Inc., a Delaware corporation, is hereby amended to add the following portfolios: Invesco V.I. Dividend Growth Fund, Invesco V.I. Global Dividend Growth Fund, Invesco V.I. High Yield Fund; Invesco V.I. Income Builder Fund, Invesco V.I. S&P 500 Index Fund, Invesco V.I. Select Dimensions Balanced Fund, Invesco V.I. Select Dimensions Dividend Growth Fund, Invesco V.I. Select Dimensions Equally-Weighted S&P 500 Fund, Invesco Van Kampen V.I. Capital Growth Fund, Invesco Van Kampen V.I. Comstock Fund, Invesco Van Kampen V.I. Equity and Income Fund, Invesco Van Kampen V.I. Global Tactical Asset Allocation Fund, Invesco Van Kampen V.I. Global Value Equity Fund, Invesco Van Kampen V.I. Government Fund, Invesco Van Kampen V.I. Growth and Income Fund, Invesc

AMENDMENT NO. [ ] TO MASTER DISTRIBUTION PLAN
Master Distribution Plan • February 12th, 2010 • Aim Variable Insurance Funds

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

AMENDMENT NO. 7 THIRD AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES AGREEMENT
Master Administrative Services Agreement • February 12th, 2010 • Aim Variable Insurance Funds

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

AMENDMENT NO. 3 TO MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS
Master Intergroup Sub-Advisory Contract for Mutual Funds • February 12th, 2010 • Aim Variable Insurance Funds

This Amendment dated as of February ___, 2010, 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, and each of Invesco Trimark 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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