0000950123-10-038897 Sample Contracts

MEMORANDUM OF AGREEMENT (Expense Limitations)
Memorandum of Agreement • April 27th, 2010 • Aim 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) 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 behalf of its respective classes as applicable, seve

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FIFTH AMENDED AND RESTATED MEMORANDUM OF AGREEMENT (Securities Lending Administrative Fee Waiver)
Memorandum of Agreement • April 27th, 2010 • Aim Variable Insurance Funds

This Fifth Amended and Restated Memorandum of Agreement is entered into as of the dates indicated on Exhibit “A” between AIM Counselor Series Trust, AIM Equity Funds, AIM Funds Group, AIM Growth Series, AIM International Mutual Funds, AIM Investment Funds, AIM Investment Securities Funds, AIM Sector Funds, AIM Tax-Exempt Funds, AIM Treasurer’s Series Trust, AIM Variable Insurance Funds 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”), successor by merger to Invesco Aim Advisors, Inc..

AMENDMENT NO. 16 TO AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF AIM VARIABLE INSURANCE FUNDS
Agreement and Declaration • April 27th, 2010 • Aim Variable Insurance Funds

This Amendment No. 16 to the Amended and Restated Agreement and Declaration of Trust of AIM Variable Insurance Funds (this “Amendment”) amends, effective as of February 12, 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 • April 27th, 2010 • Aim Variable Insurance Funds

This amendment dated as of February 12, 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., a Delaware corporation.

AMENDMENT NO. 16 TO MASTER DISTRIBUTION PLAN
Master Distribution Plan • April 27th, 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. 17 TO AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF AIM VARIABLE INSURANCE FUNDS
Agreement and Declaration • April 27th, 2010 • Aim Variable Insurance Funds

This Amendment No. 17 to the Amended and Restated Agreement and Declaration of Trust of AIM Variable Insurance Funds (this “Amendment”) amends, effective as of April 30, 2010, the Amended and Restated Agreement and Declaration of Trust of AIM Variable Insurance Funds (the “Trust”) dated as of September 14, 2005, as amended (the “Agreement”).

AMENDMENT NO. 16 TO FIRST AMENDED AND RESTATED MASTER DISTRIBUTION AGREEMENT
Master Distribution Agreement • April 27th, 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 change the name of Invesco V.I. High Yield Fund to Invesco V.I. High Yield Securities Fund;

AMENDMENT NO. 15 TO MASTER DISTRIBUTION PLAN
Master Distribution Plan • April 27th, 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:

MEMORANDUM OF AGREEMENT (12b-1 Fee Waivers)
Memorandum of Agreement • April 27th, 2010 • Aim Variable Insurance Funds

This Memorandum of Agreement is entered into as of the effective date listed on Exhibit “A” of this agreement, between AIM Investment Funds, AIM Investment Securities Funds and Short-Term Investments Trust (each a “Trust” and, collectively, the “Trusts”), on behalf of the funds or portfolios, as applicable, listed on Exhibit “A” to this Memorandum of Agreement (the “Funds”), and Invesco Aim Distributors, Inc. (“Distributors”). Distributors shall and hereby agrees to waive fees of each Fund, on behalf of its respective classes as applicable, severally and not jointly, as indicated in the attached Exhibit “A”.

AMENDMENT NO. 15 TO FIRST AMENDED AND RESTATED MASTER DISTRIBUTION AGREEMENT
Master Distribution Agreement • April 27th, 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, Van Kampen V.I. Capital Growth Fund, Van Kampen V.I. Comstock Fund, Van Kampen V.I. Equity and Income Fund, Van Kampen V.I. Global Tactical Asset Allocation Fund, Van Kampen V.I. Global Value Equity Fund, Van Kampen V.I. Government Fund, Van Kampen V.I. Growth and Income Fund, Van Kampen V.I. High Yield Fund, Van Kampen V.I. International

AMENDMENT NO. 7 THIRD AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES AGREEMENT
Master Administrative Services Agreement • April 27th, 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., a Delaware corporation, and AIM Variable Insurance Funds, a Delaware statutory trust, is hereby amended as follows:

AMENDMENT NO. 15 TO AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF AIM VARIABLE INSURANCE FUNDS
Agreement and Declaration • April 27th, 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 April 30, 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. 4 TO MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS
Aim Variable Insurance Funds • April 27th, 2010

This Amendment dated as of March 3, 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”).

AMENDMENT NO. 3 TO MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS
Aim Variable Insurance Funds • April 27th, 2010

This Amendment dated as of February 12, 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”).

AMENDMENT TO MASTER ADMINISTRATIVE SERVICES AGREEMENT
Master Administrative Services Agreement • April 27th, 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:

MEMORANDUM OF AGREEMENT (Advisory Fee Waivers)
Memorandum of Agreement • April 27th, 2010 • Aim 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, AIM Equity Funds, AIM Funds Group, AIM Growth Series, AIM International Mutual Funds, AIM Investment Funds, AIM Investment Securities Funds, AIM Sector Funds, AIM Tax-Exempt Funds, AIM Treasurer’s Series Trust, AIM Variable Insurance Funds 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”), successor by merger to Invesco Aim Advisors, Inc. Invesco shall and hereby agrees to waive fees of the Funds, on behalf of their respective classes as applicable, severally and not jointly, as indicated in the Exhibits.

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