0000950123-11-001059 Sample Contracts

AMENDMENT NO. 4 PARTICIPATION AGREEMENT
Participation Agreement • January 6th, 2011 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

The Participation Agreement (the “Agreement”), dated as of June 21, 2002, by and among AIM Variable Insurance Funds, a Delaware trust (“AVIF”); A I M Distributors, Inc., a Delaware corporation (“AIM”), and First Security Benefit Life Insurance and Annuity Company (“LIFE COMPANY”), is hereby amended as follows:

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MEMORANDUM OF AGREEMENT (Expense Limitations)
Memorandum of Agreement • January 6th, 2011 • 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 California Insured Municipal Income Trust, Invesco California Quality Municipal Securities, Invesco High Yield Investments Funds, Inc., Invesco Insured California Municipal Securities, Invesco Insured Municipal Bond Trust, Invesco Insured Municipal Income Trust, Invesco Insured Municipal Securities, Invesco Insured Municipal Trust, Invesco M

PARTICIPATION AGREEMENT BY AND AMONG AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS), INVESCO DISTRIBUTORS, INC., FIRST SUNAMERICA LIFE INSURANCE COMPANY, ON BEHALF OF ITSELF AND ITS SEPARATE ACCOUNTS, AND SUNAMERICA CAPITAL SERVICES,...
Participation Agreement • January 6th, 2011 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds) • Delaware

THIS AGREEMENT, made and entered into as of the 28th day of May, 2010 (“Agreement”), by and among AIM Variable Insurance Funds (Invesco Variable Insurance Funds), a Delaware Trust (“AVIF”), Invesco Distributors, Inc., a Delaware corporation (“INVESCO AIM”), First SunAmerica Life Insurance Company, a New York 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 SunAmerica Capital Services, Inc., an affiliate of LIFE COMPANY and the principal underwriter of the Contracts (“UNDERWRITER”) (collectively, the “Parties”).

AMENDMENT NO. 1 PARTICIPATION AGREEMENT
Participation Agreement • January 6th, 2011 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

The Participation Agreement, (the “Agreement”), dated April 30, 2003, by and among AIM Variable Insurance Funds, a Delaware Trust (“AVIF”), A I M Distributors, Inc., a Delaware corporation (“AIM”), MONY Life Insurance Company of America, an Arizona 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 MONY Securities Corporation, an affiliate of LIFE COMPANY and the principal underwriter of the contracts (“UNDERWRITER”) (collectively, the “Parties”), is hereby amended as follows:

AMENDMENT NO. 2 AMENDED AND RESTATED PARTICIPATION AGREEMENT
Participation Agreement • January 6th, 2011 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

The Amended and Restated Participation Agreement (the “Agreement”), dated January 31, 2007, by and among AIM Variable Insurance Funds, a Delaware trust (“AVIF”); Invesco Aim Distributors, Inc., a Delaware corporation (“AIM”); and The Prudential Insurance Company of America (“Prudential”), a New Jersey life insurance 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”)(collectively, the “Parties”), is hereby amended as follows:

AMENDMENT NO. 18 TO FIRST AMENDED AND RESTATED MASTER DISTRIBUTION AGREEMENT
Master Distribution Agreement • January 6th, 2011 • Aim Variable Insurance Funds (Invesco 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 (Invesco Variable Insurance Funds), a Delaware statutory trust and Invesco Distributors, Inc., a Delaware corporation, is hereby amended to reflect the addition of the following portfolio: Invesco V.I. Balanced-Risk Allocation Fund;

AMENDMENT NO. 4 PARTICIPATION AGREEMENT
Participation Agreement • January 6th, 2011 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

The Participation Agreement (the “Agreement”), dated as of March 2, 2003, by and among AIM Variable Insurance Funds, a Delaware trust; A I M Distributors, Inc., a Delaware corporation; Genworth Life Insurance Company of New York, a New York life insurance company (LIFE COMPANY); and Capital Brokerage Corporation (UNDERWRITER), is hereby amended as follows:

AMENDMENT NO. 2 PARTICIPATION AGREEMENT
Participation Agreement • January 6th, 2011 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

The Participation Agreement, (the “Agreement”), dated April 30, 2003, by and among AIM Variable Insurance Funds, a Delaware Trust (“AVIF”), Invesco Aim Distributors, Inc., a Delaware corporation (“AIM”), MONY Life Insurance Company of America, an Arizona 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 MONY Securities Corporation, an affiliate of LIFE COMPANY and the principal underwriter of the contracts (“UNDERWRITER”) (collectively, the “Parties”), is hereby amended as follows:

AMENDMENT NO. 3 PARTICIPATION AGREEMENT
Participation Agreement • January 6th, 2011 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

The Participation Agreement (the “Agreement”), dated May 1, 1999, by and among AIM Variable Insurance Funds, a Delaware trust (“AVIF”); Columbus Life Insurance Company, an Ohio life insurance company, and Touchstone Securities, Inc., is hereby amended as follows:

AMENDMENT PARTICIPATION AGREEMENT
Participation Agreement • January 6th, 2011 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

The Participation Agreement (the “Agreement”), dated June 8, 1999 by and among AIM Variable Insurance Funds, a Delaware trust (“AVIF”); Principal Life Insurance Company and Princor Financial Services Corporation (collectively, the “parties”), is hereby amended as follows:

AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • January 6th, 2011 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

The Participation Agreement (the “Agreement”), dated as of May 1, 1998, by and among AIM Variable Insurance Funds, a Delaware trust (“AVIF”); Invesco Aim Distributors, Inc., a Delaware corporation (“AIM”); Transamerica Life Insurance Company (formerly, PFL Life Insurance Company), an Iowa life insurance company (“LIFE COMPANY”) and Transamerica Capital, Inc. (replacing AFSG SECURITIES CORPORATION by Amendment and Novation), is hereby amended as follows:

AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • January 6th, 2011 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

The Participation Agreement (the “Agreement”), dated as of May 1, 2002, by and among AIM Variable Insurance Funds, a Delaware trust (“AVIF”), Transamerica Financial Life Insurance Company (formerly, AUSA Life Insurance Company, Inc.) (“LIFE COMPANY”) and Transamerica Capital, Inc., is hereby amended as follows.

AMENDMENT NO. 1 PARTICIPATION AGREEMENT
Participation Agreement • January 6th, 2011 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

The Participation Agreement, (the “Agreement”), dated April 30, 2003, by and among AIM Variable Insurance Funds, a Delaware Trust (“AVIF”), A I M Distributors, Inc., a Delaware corporation (“AIM”), MONY Life Insurance Company, a New York 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 MONY Securities Corporation, an affiliate of LIFE COMPANY and the principal underwriter of the contracts (“UNDERWRITER”) (collectively, the “Parties”), is hereby amended as follows:

AMENDMENT NO. 3 PARTICIPATION AGREEMENT
Participation Agreement • January 6th, 2011 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

Amendment No. 3 to the Participation Agreement, (the “Agreement”), dated July 1, 2005, by and among AIM Variable Insurance Funds, a Delaware Trust (“AVIF”), Invesco Aim Distributors, Inc., a Delaware corporation (“AIM”), AXA Equitable Life Insurance Company, a New York 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 AXA Advisors, LLC and AXA Distributors LLC, each an affiliate of LIFE COMPANY and the principal underwriters of the contracts (“UNDERWRITER”) (collectively, the “Parties”).

AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • January 6th, 2011 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

The Participation Agreement (the “Agreement”), dated April 30, 2004, by and among AIM VARIABLE INSURANCE FUNDS, a Delaware trust (“AVIF’); A I M Distributors, Inc., a Delaware corporation (“AIM”), MIDLAND NATIONAL Life Insurance Company, an Iowa life insurance company (LIFE COMPANY”), and SAMMONS SECURITIES COMPANY, LLC, an affiliate of LIFE COMPANY and the principal underwriter of the Contract (“UNDERWRITER”) is hereby amended as follows:

AMENDMENT NO. 3 PARTICIPATION AGREEMENT
Participation Agreement • January 6th, 2011 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

The Participation Agreement (the “Agreement”), dated April 30, 2004, by and among AIM Variable Insurance Funds, a Delaware trust (“AVIF”); Invesco Aim Distributors, Inc., a Delaware corporation (“AIM”), Metropolitan Life Insurance Company, a New York 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”), is hereby amended as follows:

AMENDMENT NO. 10 THIRD AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES AGREEMENT
Master Administrative Services Agreement • January 6th, 2011 • Aim Variable Insurance Funds (Invesco 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 (Invesco Variable Insurance Funds), a Delaware statutory trust, is hereby amended as follows:

AMENDMENT NO. 10 PARTICIPATION AGREEMENT
Participation Agreement • January 6th, 2011 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

The Participation Agreement (the “Agreement”), dated as of July 2, 1998, by and among AIM Variable Insurance Funds, a Delaware trust (“AVIF”); Invesco Aim Distributors, Inc., a Delaware corporation (“AIM”), Hartford Life Insurance Company, a Connecticut life insurance company, Harford Life and Annuity Insurance Company, a Connecticut life insurance company (collectively, “LIFE COMPANY”) and Hartford Securities Distribution Company, Inc., a Connecticut corporation (“UNDERWRITER”), is hereby amended as follows:

AMENDMENT NO. 4 PARTICIPATION AGREEMENT
Participation Agreement • January 6th, 2011 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

The Participation Agreement dated April 30, 2004, by and among AIM Variable Insurance Funds, a Delaware trust (“AVIF”), Invesco Aim Distributors, Inc., a Delaware corporation (“AIM”), Ameritas Life Insurance Corp. (prior to a merger effective after the close of business April 30, 2007, the LIFE COMPANY was Ameritas Variable Life Insurance Company), a Nebraska life insurance company (“LIFE COMPANY”), and Ameritas Investment Corp. (“UNDERWRITER”), is hereby amended as follows:

AMENDMENT NO. 8 PARTICIPATION AGREEMENT
Participation Agreement • January 6th, 2011 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

The Participation Agreement (the “Agreement”), dated October 15, 1998, by and among AIM Variable Insurance Funds, a Delaware trust; A I M Distributors, Inc., a Delaware corporation, Lincoln Life & Annuity Company of New York, a New York life insurance company, and Lincoln Financial Distributors, Inc., is hereby amended as follows:

AMENDMENT NO. 3 PARTICIPATION AGREEMENT
Participation Agreement • January 6th, 2011 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

The Participation Agreement (the “Agreement”), dated as of July 27, 1999, by and among AIM Variable Insurance Funds, a Delaware trust (“AVIF”); Allianz Life Insurance Company of North America, a Minnesota life insurance company (“LIFE COMPANY”), and Allianz Life Financial Services, LLC (formerly NALAC Financial Plans, LLC and formerly USAllianz Investor Services, LLC) (“UNDERWRITER”), is hereby amended as follows:

AMENDMENT NO. 3 PARTICIPATION AGREEMENT
Participation Agreement • January 6th, 2011 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

The Participation Agreement (the “Agreement”) dated as of April 30, 2004, by and among AIM Variable Insurance Funds, a Delaware trust (“AVIF”), Invesco Aim Distributors, Inc., a Delaware corporation (“AIM”), Ameritas Life Insurance Corp., a Nebraska life insurance company (“LIFE COMPANY”) on behalf of itself and its Separate Accounts, and Ameritas Investment Corp. (“UNDERWRITER”), is hereby amended as follows:

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AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • January 6th, 2011 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

This Amendment to each of the Participation Agreements (“Agreement”) currently in effect between AIM Variable Insurance Funds (Invesco Variable Insurance Funds) (“AVIF”), Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc. and A I M Distributors, Inc.) (“Invesco”), and Metropolitan Life Insurance Company, MetLife Insurance Company of Connecticut, MetLife Investors USA Insurance Company, MetLife Investors Insurance Company, MetLife Investors Insurance Company of California, First MetLife Investors Insurance Company, and General American Life Insurance Company (collectively, the “Company”), respectively, is effective this 30th day of April, 2010. All capitalized terms used herein and not otherwise defined shall have the meaning ascribed to such term in the respective Agreements.

AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • January 6th, 2011 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

The Participation Agreement (the “Agreement”), dated as of July 1, 1998, by and among AIM Variable Insurance Funds, a Delaware trust; Invesco Aim Distributors, Inc., a Delaware corporation; The Union Central Life Insurance Company, an Ohio life insurance company; and Ameritas Investment Corp. (formerly, Carillon Investments, Inc.), is hereby amended as follows:

AMENDMENT NO. 18 TO MASTER DISTRIBUTION PLAN
Master Distribution Plan • January 6th, 2011 • Aim Variable Insurance Funds (Invesco 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 (Invesco Variable Insurance Funds), a Delaware statutory trust, is hereby amended as follows:

AMENDMENT NO. 6 TO MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS
Master Intergroup Sub-Advisory Contract for Mutual Funds • January 6th, 2011 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

This Amendment dated as of December 20, 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 (Invesco 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. 9 PARTICIPATION AGREEMENT
Participation Agreement • January 6th, 2011 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

The Participation Agreement (the “Agreement”), dated December 18, 1996, by and among AIM Variable Insurance Funds, a Delaware trust; A I M Distributors, Inc., a Delaware corporation, and ML Life Insurance Company of New York (“MLLICNY”), a New York life insurance company, is hereby amended as follows:

MEMORANDUM OF AGREEMENT (Advisory Fee Waivers)
Memorandum of Agreement • January 6th, 2011 • 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) 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 agree

AMENDMENT NO. 9 PARTICIPATION AGREEMENT
Participation Agreement • January 6th, 2011 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

The Participation Agreement (the “Agreement”), dated December 18, 1996, by and among AIM Variable Insurance Funds, a Delaware trust; A I M Distributors, Inc., a Delaware corporation, and Merrill Lynch Life Insurance Company (“MLLIC”), an Arkansas life insurance company, is hereby amended as follows:

AMENDMENT NO. 2 PARTICIPATION AGREEMENT
Participation Agreement • January 6th, 2011 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

The Participation Agreement (the “Agreement”), dated as of April 8, 1996, by and among AIM Variable Insurance Funds, a Delaware trust (“AVIF”) and Connecticut General Life Insurance Company (“LIFE COMPANY”), is hereby amended as follows:

AMENDMENT NO. 22 TO MASTER INVESTMENT ADVISORY AGREEMENT
Master Investment Advisory Agreement • January 6th, 2011 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

This amendment dated as of December 20, 2010, 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 PARTICIPATION AGREEMENT
Participation Agreement • January 6th, 2011 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

The Participation Agreement (the “Agreement”), dated as of April 30, 2004, by and among AIM Variable Insurance Funds, a Delaware trust (“AVIF”); A I M Distributors, Inc., a Delaware corporation, and Business Men’s Assurance Company of America, a South Carolina life insurance company (“LIFE COMPANY”), is hereby amended as follows:

AMENDMENT PARTICIPATION AGREEMENT
Participation Agreement • January 6th, 2011 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

The Participation Agreement (the “Agreement”), dated May 1, 2000, as amended May 1, 2003, April 30, 2004 and July 15, 2005, by and among AIM Variable Insurance Funds (“AVIF”), a Delaware trust; A I M Distributors, Inc. (“AIM”), a Delaware corporation, Symetra Life Insurance Company, and Symetra Securities Inc., is hereby amended as follows:

AMENDMENT NO. 10 PARTICIPATION AGREEMENT
Participation Agreement • January 6th, 2011 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

The Participation Agreement (the “Agreement”), dated June 16, 1998, by and among AIM Variable Insurance Funds, a Delaware trust (“AVIF”); A I M Distributors, Inc., a Delaware corporation, The Lincoln National Life Insurance Company, an Indiana life insurance company, is hereby amended as follows:

AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • January 6th, 2011 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

The Participation Agreement (the “Agreement”), dated April 30, 2001, by and among AIM Variable Insurance Funds, a Delaware trust (“AVIF”), Western Reserve Life Assurance Co. of Ohio, an Ohio life insurance company, and Transamerica Capital, Inc., is hereby amended as follows.

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