0000950123-11-041079 Sample Contracts

MEMORANDUM OF AGREEMENT (Expense Limitations)
Memorandum of Agreement • April 28th, 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

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PARTICIPATION AGREEMENT BY AND AMONG AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS), INVESCO DISTRIBUTORS, INC., PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY, ON BEHALF OF ITSELF AND ITS SEPARATE ACCOUNTS, AND INVESTMENT...
Participation Agreement • April 28th, 2011 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds) • Delaware

THIS AGREEMENT, made and entered into as of the 1st day of June, 2010 (“Agreement”), by and among AIM Variable Insurance Funds (Invesco Variable Insurance Funds), a Delaware Trust (“AVIF (IVIF)”), Invesco Distributors, Inc., a Delaware corporation (“INVESCO”), Protective Life and Annuity 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 Investment Distributors, Inc., an affiliate of LIFE COMPANY and the principal underwriter of the Contracts (“UNDERWRITER”) (collectively, the “Parties”).

SIXTH AMENDED AND RESTATED MEMORANDUM OF AGREEMENT (Securities Lending Administrative Fee Waiver)
Memorandum of Agreement • April 28th, 2011 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

This Sixth Amended and Restated Memorandum of Agreement is entered into as of the dates indicated on Exhibit “A” 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 “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”).

MEMORANDUM OF AGREEMENT (Advisory Fee Waivers)
Memorandum of Agreement • April 28th, 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

MEMORANDUM OF AGREEMENT (12b-1 Fee Waivers)
Memorandum of Agreement • April 28th, 2011 • Aim Variable Insurance Funds (Invesco 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 (Invesco Investment Funds), AIM Investment Securities Funds (Invesco Investment Securities Funds), AIM Variable Insurance Funds (Invesco Variable Insurance 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 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”.

FOURTH AMENDED AND RESTATED INTERFUND LOAN AGREEMENT April 30, 2010
Interfund Loan Agreement • April 28th, 2011 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds) • Texas

Fourth Amended and Restated Interfund Loan Agreement (the “Agreement”), dated as of the date first written above, by and among AIM Counselor Series Trust (Invesco Counselor Series Trust) (“ACST”); AIM Equity Funds (Invesco Equity Funds) (“AEF”); AIM Funds Group (Invesco Funds Group) (AFG”); AIM Growth Series (Invesco Growth Series) (“AGS”); AIM International Mutual Funds (Invesco International Mutual Funds) (“AIMF”); AIM Investment Funds (Invesco Investment Funds) (“AIF”); AIM Investment Securities Funds (Invesco Investment Securities Funds) (“AISF”); AIM Sector Funds (Invesco Sector Funds) (“ASEF”); AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds) (“ATEF”); AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) (“ATST”); AIM Variable Insurance Funds (Invesco Variable Insurance Funds) (AVIF”) and Short-Term Investments Trust (“STIT”) (each, a “Fund” and collectively, the “Funds”), with respect to their series of shares shown on Annex A attached hereto (each, a “Portfolio” and c

AMENDMENT NO. 18 TO FIRST AMENDED AND RESTATED MASTER DISTRIBUTION AGREEMENT
Master Distribution Agreement • April 28th, 2011 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

This amendment dated as of January 7, 2011, amends 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. 1 PARTICIPATION AGREEMENT
Participation Agreement • April 28th, 2011 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

This Amendment to the Participation Agreement (“Agreement”) by and among AIM Variable Insurance Funds (Invesco Variable Insurance Funds) (“AVIF”), Invesco Distributors, Inc. (“Invesco”), SunAmerica Annuity and Life Assurance Company (“LIFE COMPANY”), on behalf of itself and each of its segregated asset accounts (“Accounts”), and SunAmerica Capital Services, Inc. (“UNDERWRITER”) dated May 28, 2010 is effective this 1st day of April, 2011. All capitalized terms used herein and not otherwise defined shall have the meaning ascribed to such term in the Agreement.

INVESCO FUNDS TRUSTEE DEFERRED COMPENSATION AGREEMENT
Trustee Deferred Compensation Agreement • April 28th, 2011 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds) • Texas

AGREEMENT, made on this _____ day of ___________, 20____, by and between the registered management investment companies contained in the Invesco Funds Complex listed on Appendix A hereto (each, a “Fund”), and ____________________________ (the “Trustee”) residing at ____________________.

AMENDMENT NO. 10 THIRD AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES AGREEMENT
Master Administrative Services Agreement • April 28th, 2011 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

This amendment dated as of January 7, 2011, 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. 2 PARTICIPATION AGREEMENT
Participation Agreement • April 28th, 2011 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

The Participation Agreement (the “Agreement”) dated March 29, 2001 by and among AIM Variable Insurance Funds (Invesco Variable Insurance Funds), a Delaware Trust, Invesco Distributors, Inc., a Delaware Corporation, Phoenix Life and Annuity Company, a Connecticut life insurance company (“Phoenix”) and Phoenix Equity Planning Corporation (“PEPCO”), a Connecticut based broker-dealer, (hereafter referred to as the “Agreement”) is hereby amended as follows:

AMENDMENT PARTICIPATION AGREEMENT
Participation Agreement • April 28th, 2011 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

The Participation Agreement (the “Agreement”), dated April 14, 2000, by and among AIM Variable Insurance Funds, a Delaware trust (“AVIF”); A I M Distributors, Inc., a Delaware corporation, United Investors Life Insurance Company, and United Securities Alliance, Inc., is hereby amended as follows:

AMENDMENT PARTICIPATION AGREEMENT
Participation Agreement • April 28th, 2011 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

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

AMENDMENT PARTICIPATION AGREEMENT
Participation Agreement • April 28th, 2011 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

The Participation Agreement (the “Agreement”), dated December 31, 1997, by and among AIM Variable Insurance Funds, a Delaware Trust (“AVIF”), Invesco Aim Distributors, Inc., a Delaware corporation (“AIM”), MetLife Investors Insurance Company, a Missouri life insurance company (“MetLife”), and MetLife Investors Distribution Company, a Missouri corporation (“MLIDC”), is hereby amended as follows:

AMENDMENT NO. 20 TO THE AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)
Agreement and Declaration • April 28th, 2011 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

This Amendment No. 20 (the “Amendment”) to the Amended and Restated Agreement and Declaration of Trust of AIM Variable Insurance Funds (Invesco Variable Insurance Funds) (the “Trust”) amends, effective as of April 1, 2011, the Amended and Restated Agreement and Declaration of Trust of the Trust dated as of September 14, 2005, as amended (the “Agreement”).

AMENDMENT NO. 3 PARTICIPATION AGREEMENT
Participation Agreement • April 28th, 2011 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

The Participation Agreement (the “Agreement”) dated March 29, 2001 by and among AIM Variable Insurance Funds (Invesco Variable Insurance Funds), a Delaware Trust, Invesco Distributors, Inc., a Delaware Corporation, PHL Variable Insurance Company, a Connecticut life insurance company (“Phoenix”) and Phoenix Equity Planning Corporation (“PEPCO”), a Connecticut based broker-dealer, (hereafter referred to as the “Agreement”) is hereby amended as follows:

AMENDMENT NO. 22 TO MASTER INVESTMENT ADVISORY AGREEMENT
Master Investment Advisory Agreement • April 28th, 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 PARTICIPATION AGREEMENT
Participation Agreement • April 28th, 2011 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

The Participation Agreement (the “Agreement”), dated October 12, 1999, by and among AIM Variable Insurance Funds, a Delaware Trust, A I M Distributors, Inc., MetLife Investors USA Insurance Company, Missouri life insurance company, and MetLife Investors Distribution Company, a Missouri corporation, is hereby amended as follows:

AMENDMENT NO. 2 PARTICIPATION AGREEMENT
Participation Agreement • April 28th, 2011 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

The Participation Agreement (the “Agreement”), dated July 24, 2001, by and among AIM Variable Insurance Funds, a Delaware trust, A I M Distributors, Inc., a Delaware corporation, Lincoln Benefit Life Insurance Company, a Nebraska life insurance company, and ALFS, Inc., a Delaware corporation, is hereby amended as follows:

AMENDMENT NO. 6 TO MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS
Master Intergroup Sub • April 28th, 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 • April 28th, 2011 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

The Participation Agreement (the “Agreement”), dated July 27, 1998, by and among, AIM Variable Insurance Funds, a Delaware trust, A I M Distributors, Inc., a Delaware corporation, First Allmerica Financial Life Insurance Company, a Delaware life insurance company, and Allmerica Investments, Inc., is hereby amended as follows:

AMENDMENT NO. 18 TO MASTER DISTRIBUTION PLAN
Master Distribution Plan • April 28th, 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:

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AMENDMENT NO. 2 PARTICIPATION AGREEMENT
Participation Agreement • April 28th, 2011 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

The Participation Agreement (the “Agreement”) dated March 29, 2001 by and among AIM Variable Insurance Funds (Invesco Variable Insurance Funds), a Delaware Trust, Invesco Distributors, Inc., a Delaware Corporation, Phoenix Home Life Mutual Insurance Company, a New York life insurance company and Phoenix Equity Planning Corporation (“PEPCO”), a Connecticut based broker-dealer, (hereafter referred to as the “Agreement”) is hereby amended as follows:

AMENDMENT NO. 1 PARTICIPATION AGREEMENT
Participation Agreement • April 28th, 2011 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

The Participation Agreement (the “Agreement”), dated November 20, 1997, by and among AIM Variable Insurance Funds, a Delaware trust (“AVIF”), American International Life Assurance Company of New York, a New York life insurance company (“AIG”), and AIG Equity Sales Corp., is hereby amended as follows. All capitalized terms not otherwise defined in this Amendment, shall have the same meaning as described in the Agreement.

AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • April 28th, 2011 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

The Participation Agreement (the “Agreement”), dated October 1, 2000, by and among AIM Variable Insurance Funds, a Delaware trust (“AVIF”); Invesco Aim Distributors, Inc., a Delaware corporation (“AIM”), MetLife Insurance Company of Connecticut, a Connecticut life insurance company (collectively, the “LIFE COMPANIES”) and MetLife Distribution LLC, an affiliate of LIFE COMPANIES and the principal underwriter to the Contracts (“UNDERWRITER”), is hereby amended as follows:

AMENDMENT NO. 4 PARTICIPATION AGREEMENT
Participation Agreement • April 28th, 2011 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

The Participation Agreement (the “Agreement”), dated as of October 1, 1996, by and among AIM Variable Insurance Funds, a Delaware trust (“AVIF”); A I M Distributors, Inc., a Delaware corporation, Allstate Life Insurance Company of New York, and Allstate Life Financial Services, is hereby amended as follows:

AMENDMENT NO. 3 PARTICIPATION AGREEMENT
Participation Agreement • April 28th, 2011 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

The Participation Agreement (the “Agreement”), dated July 24, 2001, by and among AIM Variable Insurance Funds, a Delaware trust (“AVIF”); A I M Distributors, Inc., a Delaware corporation, Lincoln Benefit Life Company, and ALFS, Inc., is hereby amended as follows:

AMENDMENT NO. 2 PARTICIPATION AGREEMENT
Participation Agreement • April 28th, 2011 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

The Participation Agreement (the “Agreement”), dated November 20, 1997, by and among AIM Variable Insurance Funds, a Delaware trust, AIG Life Insurance Company, a Delaware life insurance company and AIG Equity Sales Corp., is hereby amended as follows:

AMENDMENT NO. 3 PARTICIPATION AGREEMENT
Participation Agreement • April 28th, 2011 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

The Participation Agreement (the “Agreement”), dated February 26, 1999, by and among AIM Variable Insurance Funds, a Delaware trust, A I M Distributors, Inc., a Delaware corporation, American General Life Insurance Company (“Life Company”), a Texas life insurance company and American General Equity Services Corporation (“AGESC, and collectively (the “Parties”), is hereby amended as follows. All capitalized terms not otherwise defined in this Amendment, shall have the same meaning as described in the Agreement.

AMENDMENT NO. 19 TO AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)
Agreement and Declaration • April 28th, 2011 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

This Amendment No. 19 to the Amended and Restated Agreement and Declaration of Trust of AIM Variable Insurance Funds (Invesco Variable Insurance Funds) (this “Amendment”) amends, effective as of September 15, 2010, the Amended and Restated Agreement and Declaration of Trust of AIM Variable Insurance Funds (Invesco Variable Insurance Funds) (the “Trust”) dated as of September 14, 2005, as amended (the “Agreement”).

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