0000950123-12-006799 Sample Contracts

MEMORANDUM OF AGREEMENT (Expense Limitations)
Memorandum of Agreement • April 26th, 2012 • 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 Municipal Income Trust, Invesco California Municipal Securities, Invesco California Quality Municipal Securities, Invesco High Yield Investments Fund, Inc., Invesco Municipal Income Opportunities Trust, Invesco Municipal Income Opportunities Trust II, Invesco Municipal Income Opportunities Trust III, Invesco Municipal Premium Inco

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MEMORANDUM OF AGREEMENT (Advisory Fee Waivers)
Memorandum of Agreement • April 26th, 2012 • 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 California Insured Municipal Income Trust, Invesco California Quality Municipal Securities, Invesco High Yield Fund, Inc., Invesco Insured California Municipal Securities, Invesco Insured Municipal Bond Trust, Invesco Insured Municipal

AMENDMENT NO. 24 TO MASTER INVESTMENT ADVISORY AGREEMENT
Master Investment Advisory Agreement • April 26th, 2012 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

This amendment dated as of December 1, 2011, 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.

MEMORANDUM OF AGREEMENT (12b-1 Fee Waivers/Limits)
Memorandum of Agreement • April 26th, 2012 • 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 or limit 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. 1 PARTICIPATION AGREEMENT
Participation Agreement • April 26th, 2012 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

The Participation Agreement (the “Agreement”), dated June 1, 2010, by and among AIM Variable Insurance Funds (Invesco Variable Insurance Funds), a Delaware Trust (“AVIF (IVIF)”), Invesco Distributors, Inc., a Delaware corporation (“INVESCO”), Ohio National Life Assurance Corporation, an Ohio 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 Ohio National Equities, Inc., an affiliate of LIFE COMPANY and the principal underwriter of the Contracts (“UNDERWRITER”) (collectively, the “Parties”), is hereby amended as follows:

AMENDMENT NO. 4 PARTICIPATION AGREEMENT
Participation Agreement • April 26th, 2012 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

The Participation Agreement, (the “Agreement”), dated July 1, 2005, by and among AIM Variable Insurance Funds (Invesco Variable Insurance Funds), a Delaware Trust (“AVIF (IVIF)”), Invesco Distributors, Inc., a Delaware corporation (“INVESCO”), 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”), is hereby amended as follows:

AMENDMENT NO. 3 PARTICIPATION AGREEMENT
Participation Agreement • April 26th, 2012 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

This Amendment to the Participation Agreement (“Agreement”) between AIM Variable Insurance Funds (Invesco Variable Insurance Funds) (the “Fund”), Invesco Distributors, Inc. (the “Distributor”), and Zurich American Life Insurance Company (formerly, Kemper Investors Life Insurance Company) (the “Company”) dated April 30, 2004 is effective May 1, 2011. All capitalized terms used herein and not otherwise defined shall have the meaning ascribed to such term in the Agreement.

AMENDMENT PARTICIPATION AGREEMENT
Participation Agreement • April 26th, 2012 • 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 NO. 1 PARTICIPATION AGREEMENT
Participation Agreement • April 26th, 2012 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

The Participation Agreement (the “Agreement”), dated June 1, 2010, by and among AIM Variable Insurance Funds (Invesco Variable Insurance Funds), a Delaware Trust (“AVIF”), Invesco Distributors, Inc., a Delaware corporation (“INVESCO”), Integrity Life Insurance Company, an Ohio 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 Touchstone Securities, Inc., a Nebraska Corporation, an affiliate of LIFE COMPANY and the principal underwriter of the Contracts (“UNDERWRITER”) (collectively, the “Parties”), is hereby amended as follows:

AMENDMENT NO. 16 PARTICIPATION AGREEMENT
Participation Agreement • April 26th, 2012 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

This Amendment to the Participation Agreement (“Agreement”), dated February 17, 1998, between AIM Variable Insurance Funds (Invesco Variable Insurance Funds) (defined in the Participation Agreement as “AVIF” and referred to herein as the “Fund”), Invesco Distributors, Inc. (defined in the Participation Agreement as “AIM” and referred to herein as the “Distributor”), Sun Life Assurance Company of Canada (U.S.) (the “Company”) and Clarendon Insurance Agency, Inc. is effective this 1st day of January, 2012. All capitalized terms used herein and not otherwise defined shall have the meaning ascribed to such term in the Agreement.

AMENDMENT NO. 23 TO MASTER INVESTMENT ADVISORY AGREEMENT
Master Investment Advisory Agreement • April 26th, 2012 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

This amendment dated as of May 2, 2011, 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. 9 PARTICIPATION AGREEMENT
Participation Agreement • April 26th, 2012 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

The Participation Agreement (the “Agreement”), dated February 2, 1998, by and among AIM Variable Insurance Funds, a Delaware trust, Invesco Aim Distributors, Inc., a Delaware corporation, The Guardian Insurance & Annuity Company, Inc., a Delaware life insurance company and Guardian Investor Services LLC, a Delaware limited liability company, is hereby amended as follows:

AMENDMENT NO. 22 TO AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)
Agreement and Declaration • April 26th, 2012 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

This Amendment No. 22 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, 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”).

AMENDMENT NO. 2 PARTICIPATION AGREEMENT
Participation Agreement • April 26th, 2012 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

The Participation Agreement (the “Agreement”), dated 30th day of April 2004, by and among AIM Variable Insurance Funds (Invesco Variable Insurance Funds), a Delaware trust (“AVIF”); Invesco Distributors, Inc., a Delaware corporation, National Life Insurance Company, a Vermont life insurance company, and Equity Services, Inc., is hereby amended as follows:

AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • April 26th, 2012 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

That certain Participation Agreement (“Agreement”), dated as of June 8, 1999, by and among the undersigned is hereby amended, effective April 1, 2011 (“Effective Date”), as follows:

AMENDMENT NO. 19 TO FIRST AMENDED AND RESTATED MASTER DISTRIBUTION AGREEMENT
Master Distribution Agreement • April 26th, 2012 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

This amendment dated as of December 1, 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 removal of the following portfolios: Invesco V.I. Basic Balanced Fund, Invesco V.I. Dynamics Fund, Invesco V.I. Financial Services Fund, Invesco V.I. Global Multi-Asset Fund, Invesco V.I. Large Cap Growth Fund, Invesco V.I. Global Dividend Growth Fund, Invesco V.I. Income Builder Fund, Invesco V.I. Select Dimensions Balanced Fund, Invesco V.I. Select Dimensions Dividend Growth Fund, Invesco Van Kampen V.I. Global Tactical Asset Allocation Fund, Invesco Van Kampen V.I. Government Fund, Invesco Van Kampen V.I. High Yield Fund, Invesco Van Kampen V.I. International Growth Equity Fund and Invesco Van Kampen V.I. Value Fund;

AMENDMENT PARTICIPATION AGREEMENT
Participation Agreement • April 26th, 2012 • 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, July 15, 2005 and April 30, 2010, by and among AIM Variable Insurance Funds (Invesco Variable Insurance Funds), a Delaware trust (“AVIF”); Invesco Distributors, Inc., a Delaware corporation, Symetra Life Insurance Company and Symetra Securities Inc., is hereby amended as follows:

AMENDMENT NO. 21 TO AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)
Agreement and Declaration • April 26th, 2012 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

This Amendment No. 21 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 December 1, 2011, 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”).

AMENDMENT NO. 7 TO MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS
Aim Variable Insurance Funds (Invesco Variable Insurance Funds) • April 26th, 2012

This Amendment dated as of December 1, 2011, 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 CanadaLtd. (previously known as 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. 11 THIRD AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES AGREEMENT
Master Administrative Services Agreement • April 26th, 2012 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

This Amendment dated as of December 1, 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. 8 TO PARTICIPATION AGREEMENT
Participation Agreement • April 26th, 2012 • 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 (“LIFE COMPANY”) and Transamerica Capital, Inc., is hereby amended as follows.

AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • April 26th, 2012 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

This Amendment (“Amendment”) to the Participation Agreement, (the “Agreement”), dated as of September 1, 2005, as amended by an unnumbered amendment on March 2, 2007, is entered into as of this 30th day of April, 2011, by and among AIM Variable Insurance Funds (Invesco Variable Insurance Funds), a Delaware Trust, Invesco Distributors, Inc., a Delaware corporation, American National Insurance Company, a Texas life insurance company, on behalf of itself and each of the segregated asset accounts listed on Schedule A hereto, and Securities Management and Research, Inc., a Florida corporation.

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AMENDMENT NO. 20 TO PARTICIPATION AGREEMENT
Participation Agreement • April 26th, 2012 • 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 (Invesco Variable Insurance Funds), a Delaware trust (“AVIF (IVIF)”); Invesco Distributors, Inc, a Delaware corporation (“INVESCO”); 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) (UNDERWRITER), is hereby amended as follows:

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