0001193125-15-149773 Sample Contracts

AMENDMENT NO. 3 TO THE MASTER DISTRIBUTION AGREEMENT
Master Distribution Agreement • April 27th, 2015 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

This Amendment, dated as of April 30, 2015, amends the Master Distribution Agreement, made as of the 1st day of July, 2014 (the “Agreement”), is between each Delaware statutory trust set forth on Schedule A to the Agreement (each, a “Trust”), on behalf of itself and its series portfolios, severally, and Invesco Distributors, Inc., a Delaware corporation (the “Distributor”).

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TERMINATION AGREEMENT
Termination Agreement • April 27th, 2015 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

This Agreement is made as of January 16, 2015, by and among Invesco Advisers, Inc. (the “Adviser”) and Invesco Australia Limited (the “Subadviser”).

MEMORANDUM OF AGREEMENT (Expense Limitations)
Memorandum of Agreement • April 27th, 2015 • 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 Value Municipal Trust, Invesco High Income Trust II, Invesco Management Trust, Invesco Municipal Income Opportunities Trust, Invesco Quality Municipal Income Trust, Invesco Securities Trust, Invesco Trust for Investment Grade New York Municipals, Invesco Value Municipal Income Trust and Short-Term Investments Trust (each a “Trust”

MEMORANDUM OF AGREEMENT (Advisory Fee Waivers)
Memorandum of Agreement • April 27th, 2015 • 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 Advantage Municipal Income Trust II, Invesco Bond Fund, Invesco California Value Municipal Income Trust, Invesco Dynamic Credit Opportunities Fund, Invesco Exchange Fund, Invesco High Income Trust II, Invesco Management Trust, Invesco M

AMENDMENT NO. 8 TO PARTICIPATION AGREEMENT
Participation Agreement • April 27th, 2015 • 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 (Invesco Variable Insurance Funds), a Delaware trust (“AVIF (IVIF)”), Transamerica Financial Life Insurance Company (“LIFE COMPANY”), a New York life insurance company, on behalf of itself and each of its segregated asset accounts as described in Schedule A hereto, as the parties hereto may revise from time to time with notice to all parties (each an Account, collectively the “Accounts”), and Transamerica Capital, Inc., a California corporation, an affiliate of LIFE COMPANY and principal underwriter of the Contracts, (“UNDERWRITER”), (collectively the “Parties”), is hereby amended as follows:

AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • April 27th, 2015 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

THIS AMENDMENT TO THE PARTICIPATION AGREEEMENT is made as of this 31st day of December, 2013, by and between AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS) (“AVIF (IVIF)”), a Delaware trust, INVESCO DISTRIBUTORS, INC., a Delaware corporation (“INVESCO”) and THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a life insurance company organized under the laws of the State of New Jersey (“Prudential”), on its own behalf and on behalf of each segregated asset account of the Life Company as set forth on Schedule A of the Agreement. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement (defined below).

AMENDED AND RESTATED PARTICIPATION AGREEMENT BY AND AMONG INVESCO VARIABLE INSURANCE FUNDS, INVESCO DISTRIBUTORS, INC., JEFFERSON NATIONAL LIFE INSURANCE COMPANY, ON BEHALF OF ITSELF AND ITS SEPARATE ACCOUNTS, JEFFERSON NATIONAL LIFE INSURANCE COMPANY...
Participation Agreement • April 27th, 2015 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds) • Delaware

THIS AMENDED AND RESTATED PARTICIPATION AGREEMENT is made and entered into as of the 1ST day of January 2015 (the “Agreement”) by and among Invesco Variable Insurance Funds, a Delaware statutory trust (“AVIF”); Invesco Distributors, Inc., a Delaware corporation (“Invesco”); Jefferson National Life Insurance Company, a Texas life insurance company (“JNL”), on behalf of itself and each of its segregated asset accounts listed in Schedule A hereto, as may be amended from time to time (each, an “Account,” and collectively, the “Accounts”); Jefferson National Life Insurance Company of New York, a New York life insurance company (“JNL NY”), on behalf of itself and each of its Accounts listed in Schedule A hereto, as may be amended from time to time; and Inviva Securities Corporation, an affiliate Insurance Company(the “Underwriter”). AVIF, Invesco, JNL, JNL NY and the Underwriter are collectively referred to herein as the “Parties.” The Insurance Companies are jointly referred to herein as th

FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • April 27th, 2015 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds) • Delaware

THIS AGREEMENT is effective as of April 30, 2014 (the “Effective Date”) and executed as of April 24, 2014, among Lincoln National Life Insurance Company (“LNLIC”) and Lincoln Life & Annuity Company of New York (“LLACNY”) (collectively, the “Insurance Company”), Lincoln Variable Insurance Products Trust (“LVIP”), an open-end management investment company organized as a Delaware statutory trust, on behalf of each of its series listed on Exhibit A (the “Lincoln Fund”), Lincoln Financial Distributors, Inc. (“Lincoln Distributor”), AIM Variable Insurance Funds (Invesco Variable Insurance Funds) (“AVIF”), an open-end management investment company organized as a Delaware statutory trust, on behalf of each of its corresponding series listed on Schedule A (the “Invesco Fund”), and Invesco Distributors, Inc. (“Invesco Distributor”) (collectively, the “Parties”).

AMENDMENT NO. 10 TO PARTICIPATION AGREEMENT
Participation Agreement • April 27th, 2015 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

The Participation Agreement (the “Agreement”), dated December 18, 1996, by and among AIM Variable Insurance Funds (Invesco Variable Insurance Funds), a Delaware trust, (“AVIF(IVIF)”), Invesco Distributors, Inc., a Delaware corporation (“Invesco”) and Transamerica Advisors Life Insurance Company, an Arkansas life insurance company (“TALIC”), on behalf of itself and each of its segregated asset accounts as described on Schedule A hereto, as the parties may revise from time to time (each an “Account”, collectively the “Accounts”), (collectively the “Parties”), is hereby amended as follows:

AMENDMENT NO. 12 TO MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS
Master Intergroup Sub • April 27th, 2015 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

This Amendment effective as of April 30, 2015, 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 Canada Ltd., Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Ltd., Invesco Hong Kong Limited, and Invesco Senior Secured Management, Inc. (each a “Sub-Adviser” and, collectively, the “Sub-Advisers”).

AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • April 27th, 2015 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

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

AMENDMENT NO. 5 TO PARTICIPATION AGREEMENT
Participation Agreement • April 27th, 2015 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

The Participation Agreement (the “Agreement”), dated April 30, 2001, by and among AIM Variable Insurance Funds (Invesco Variable Insurance Funds), a Delaware Trust (“AVIF (IVIF)”), Western Reserve Life Assurance Co. of Ohio, an Ohio life insurance company, (“LIFE COMPANY”), on behalf of itself and each of its segregated asset accounts as described in Schedule A hereto, as the parties hereto may revise from time to time with notice to all parties (each an Account, collectively the “Accounts”), and Transamerica Capital, Inc., a California corporation, an affiliate of Life Company and the principal underwriter of the Contracts, (“UNDERWRITER”), (collectively the “Parties”), is hereby amended as follows:

AMENDMENT NO. 5 PARTICIPATION AGREEMENT
Participation Agreement • April 27th, 2015 • 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. 5 PARTICIPATION AGREEMENT
Participation Agreement • April 27th, 2015 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

That certain Participation Agreement (“Agreement”), dated September 14, 2005, by and among the undersigned is hereby amended, effective May 1, 2013 (“Effective Date”), as follows:

AMENDMENT NO. 1 FUND OF FUNDS PARTICIPATION AGREEMENT
Fund of Funds Participation Agreement • April 27th, 2015 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

The Fund of Funds Participation Agreement (the “Agreement”), dated as of Aril 30, 2014, by and among Lincoln Variable Insurance Products Trust (“LVIP”), separately on behalf of its series listed in Schedule A (the “LVIP Fund”), and AIM Variable Insurance Funds (Invesco Variable Insurance Funds) (“AVIF”), separately on behalf of its corresponding series listed in Schedule A (the “Invesco Fund”), is hereby amended as follows:

AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • April 27th, 2015 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

The Participation Agreement (the “Agreement”), dated October 1, 2000, by and among AIM Variable Insurance Funds (Invesco Variable Insurance Funds), a Delaware trust (“AVIF”); Invesco Distributors, Inc., a Delaware corporation (“INVESCO”), MetLife Insurance Company of Connecticut, a Connecticut life insurance company (the “Company”) and MetLife Investors Distribution Company, a Missouri corporation (“MLIDC”), is hereby amended as follows:

AMENDMENT NO. 10 TO PARTICIPATION AGREEMENT
Participation Agreement • April 27th, 2015 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

The Participation Agreement (the “Agreement”), dated December 18, 1996, by and among AIM Variable Insurance Funds (Invesco Variable Insurance Funds), a Delaware trust, (“AVIF(IVIF)”), Invesco Distributors, Inc., a Delaware corporation (“Invesco”) and Transamerica Advisors Life Insurance Company of New York, a New York life insurance company (“TALICNY”), on behalf of itself and each of its segregated asset accounts as described on Schedule A hereto, as the parties may revise from time to time, (each an “Account”, collectively the “Accounts”), (collectively the “Parties”), is hereby amended as follows:

AMENDMENT NO. 29 TO MASTER INVESTMENT ADVISORY AGREEMENT
Master Investment Advisory Agreement • April 27th, 2015 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

This amendment effective as of April 30, 2015, 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 TO PARTICIPATION AGREEMENT
Participation Agreement • April 27th, 2015 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

The Participation Agreement (the “Agreement”), dated April 30, 2001, by and among AIM Variable Insurance Funds (Invesco 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:

AMENDMENT NO. 1 FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • April 27th, 2015 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

The Fund Participation Agreement, effective as of April 30, 2014, among Lincoln National Life Insurance Company (“LNLIC”) and Lincoln Life & Annuity Company of New York (“LLACNY”) (collectively, the “Insurance Company”), Lincoln Variable Insurance Products Trust (“LVIP”), an open-end management investment company organized as a Delaware statutory trust, separately on behalf of each of its series listed on Exhibit A (the “Lincoln Fund”), Lincoln Financial Distributors, Inc. (“Lincoln Distributor”), AIM Variable Insurance Funds (Invesco Variable Insurance Funds) (“AVIF”), an open-end management investment company organized as a Delaware statutory trust, separately on behalf of each of its corresponding series listed on Schedule A (the “Invesco Fund”), and Invesco Distributors, Inc. (“Invesco Distributor”) (collectively, the “Parties”), is hereby amended as follows:

AMENDMENT NO. 5 PARTICIPATION AGREEMENT
Participation Agreement • April 27th, 2015 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

The Participation Agreement (the “Agreement”), dated April 30, 2004, by and among AIM Variable Insurance Funds (Invesco Variable Insurance Funds), a Delaware trust; Invesco Distributors, Inc., a Delaware corporation, and GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY, a Colorado life insurance company (“GWL&A”), 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 as the principal underwriter of the Contracts (“UNDERWRITER”), is hereby amended as follows:

AMENDMENT NO. 10 TO PARTICIPATION AGREEMENT
Participation Agreement • April 27th, 2015 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

This Amendment No. 10 (the “Amendment”) to the Participation Agreement, dated February 2, 1998 (the “Participation Agreement”), by and among AIM Variable Insurance Funds (Invesco Variable Insurance Funds), a Delaware trust (AVIF), Invesco Distributors, Inc., a Delaware corporation (“Invesco”), The Guardian Insurance & Annuity Company, Inc., a Delaware corporation (“GIAC”) and Guardian Investor Services LLC, a Delaware limited liability company (“GIS”), is hereby entered into as of the 31st day of March, 2015 (the “Effective Date”).

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AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • April 27th, 2015 • 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), is hereby amended as follows:

AMENDMENT NO. 1 TO AMENDED AND RESTATED PARTICIPATION AGREEMENT
Participation Agreement • April 27th, 2015 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

The Amended and Restated Participation Agreement (the “Agreement”), dated as of January 1, 2015, as amended, by and among Invesco Variable Insurance Funds, a Delaware trust (“AVIF”); Invesco Distributors, Inc., a Delaware corporation (“Invesco”); Jefferson National Life Insurance Company, a Texas life insurance company (“JNL”); Jefferson National Life Insurance Company of New York, a New York life insurance company (“JNL NY”); and Jefferson National Securities Corporation is hereby amended as follows:

AMENDMENT NO. 17 PARTICIPATION AGREEMENT
Participation Agreement • April 27th, 2015 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

The Participation Agreement (the “Agreement”), dated as of February 17, 1998, by and among AIM Variable Insurance Funds (Invesco Variable Insurance Funds), a Delaware trust (“AVIF”); Invesco Distributors, Inc., a Delaware corporation, Sun Life Assurance Company of Canada (U.S.) and Clarendon Insurance Agency, Inc., is hereby amended as follows:

AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • April 27th, 2015 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

The Participation Agreement (“Agreement”), dated April 30, 2004, by and among AIM Variable Insurance Funds, a Delaware trust (“AVIF”), Invesco Distributors, Inc., a Delaware corporation (“INVESCO”), Midland National Life Insurance Company, an Iowa life insurance company (LIFE COMPANY”), and Sammons Securities Company, LLC, an affiliate of the LIFE COMPANY and principal underwriter of the Contracts (“UNDERWRITER) is hereby amended, effective June 30, 2014 (“Effective Date”), as follows:

AMENDMENT NO. 3 PARTICIPATION AGREEMENT
Participation Agreement • April 27th, 2015 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

The Participation Agreement (“Agreement”), dated November 20, 1997, by and among AIM Variable Insurance Funds (Invesco Variable Insurance Funds), a Delaware statutory trust, American General Life Insurance Company (successor to American General Life Insurance Company of Delaware), a Delaware life insurance company, and SunAmerica Capital Services, Inc. (successor to American General Equity Services Corporation) is hereby amended as follows:

AMENDMENT NO. 11 PARTICIPATION AGREEMENT
Participation Agreement • April 27th, 2015 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

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

AMENDMENT NO. 13 PARTICIPATION AGREEMENT
Participation Agreement • April 27th, 2015 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

The Participation Agreement (the “Agreement”), dated as of February 17, 1998, by and among AIM Variable Insurance Funds (Invesco Variable Insurance Funds), a Delaware trust (“AVIF”); Invesco Distributors, Inc., a Delaware corporation, Sun Life Insurance Company of New York, a New York life insurance company, and Clarendon Insurance Agency, Inc., a Massachusetts corporation, is hereby amended as follows:

AMENDMENT NO. 17 THIRD AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES AGREEMENT
Master Administrative Services Agreement • April 27th, 2015 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

This Amendment (the “Amendment”) effective April 30, 2015 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:

FUND OF FUNDS PARTICIPATION AGREEMENT
Fund of Funds Participation Agreement • April 27th, 2015 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds) • Delaware

This Fund of Funds Participation Agreement (the “Agreement”) is made as of April 30, 2014, by and among Lincoln Variable Insurance Products Trust (“LVIP”), separately on behalf of each of its series listed in Schedule A (the “LVIP Fund”), and AIM Variable Insurance Funds (Invesco Variable Insurance Funds) (“AVIF”), separately on behalf of its corresponding series listed in Schedule A (the “Invesco Fund”).

AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • April 27th, 2015 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

THIS AMENDMENT TO THE PARTICIPATION AGREEEMENT is made as of this 31st day of December, 2013, by and between AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS) (“AVIF (IVIF)”), a Delaware trust, INVESCO DISTRIBUTORS, INC., a Delaware corporation (“INVESCO”) and PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION, a life insurance company organized under the laws of the State of Connectiut (“the Life Company”), on its own behalf and on behalf of each segregated asset account of the Life Company as set forth on Schedule A of the Agreement. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement (defined below).

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