0001193125-21-140750 Sample Contracts

SECOND AMENDED AND RESTATED TRANSFER AGENCY AND SERVICE AGREEMENT between AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS) and INVESCO INVESTMENT SERVICES, INC.
Transfer Agency and Service Agreement • April 29th, 2021 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds) • Texas

This SECOND AMENDED AND RESTATED TRANSFER AGENCY AND SERVICE AGREEMENT (“Agreement”) is made as of the 1st day of July, 2020, by and between AIM Variable Insurance Funds (Invesco Variable Insurance Funds), a Delaware business trust, having its principal office and place of business at 11 Greenway Plaza, Suite 1000, Houston, Texas 77046 (the “Fund”), and Invesco Investment Services, Inc., a Delaware corporation having its principal office and place of business at 11 Greenway Plaza, Suite 1000, Houston, Texas 77046 (the “Transfer Agent”), and amends and restates the prior Agreement between the Fund and the Transfer Agent dated July 1, 2006, as amended to date.

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MEMORANDUM OF AGREEMENT (Expense Limitations)
Memorandum of Agreement • April 29th, 2021 • 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 Management Trust, Invesco Securities Trust 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

AMENDMENT NO. 6 TO THE AMENDED AND RESTATED SUB-ADVISORY CONTRACT
Sub-Advisory Contract • April 29th, 2021 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

This Amendment dated as of March 31, 2021, amends the Amended and Restated Sub-Advisory Contract (the “Contract”), dated July 1, 2020, between Invesco Advisers, Inc. (the “Adviser”) and Invesco Capital Management LLC (the “Sub-Adviser”).

AMENDMENT NO. 2 TO AMENDED AND RESTATED SUB-ADVISORY CONTRACT
Sub-Advisory Contract • April 29th, 2021 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

This Amendment dated as of March 31, 2021, amends the Amended and Restated Sub-Advisory Contract (“Contract”) between Invesco Advisers, Inc. (the “Adviser”) and OppenheimerFunds, Inc. (the “Sub-Adviser”).

AMENDMENT NO. 6 TO THE AMENDED AND RESTATED MASTER DISTRIBUTION AGREEMENT
Master Distribution Agreement • April 29th, 2021 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

This Amendment, dated as of March 31, 2021, amends the Amended and Restated Master Distribution Agreement (the “Agreement”), dated July 1, 2020, by and 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”).

AMENDMENT NO. 3 TO AMENDED AND RESTATED SUB-ADVISORY CONTRACT
Sub-Advisory Contract • April 29th, 2021 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

This Amendment dated as of April 23, 2021, amends the Amended and Restated Sub-Advisory Contract (“Contract”) between Invesco Advisers, Inc. (the “Adviser”) and OppenheimerFunds, Inc. (the “Sub-Adviser”).

AMENDMENT NO. 1 TO THE AMENDED AND RESTATED MASTER INVESTMENT ADVISORY AGREEMENT OF AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)
Master Investment Advisory Agreement • April 29th, 2021 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

This amendment effective April 30, 2021, amends the Amended and Restated Master Investment Advisory Agreement (the “Agreement”), dated July 1, 2020, by and between AIM Variable Insurance Funds (Invesco Variable Insurance Funds), a Delaware business trust (the “Trust”) and Invesco Advisers, Inc., a Delaware corporation (the “Adviser”), as follows:

AMENDMENT NO. 1 TO THE AMENDED AND RESTATED MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS
Aim Variable Insurance Funds (Invesco Variable Insurance Funds) • April 29th, 2021

This Amendment, effective as of April 30, 2021, amends the Amended and Restated Master Intergroup Sub-Advisory Contract for Mutual Funds (“Contract”) dated July 1, 2020, by and among Invesco Advisers, Inc. (the “Adviser”) 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”), as follows:

AMENDMENT NO. 16 TO MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS
Master Intergroup Sub • April 29th, 2021 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

This Amendment effective as of April 30, 2020, 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 NO. 6 TO FOURTH AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)
Agreement and Declaration of Trust • April 29th, 2021 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

This Amendment No. 6 (the “Amendment”) to the Fourth Amended and Restated Agreement and Declaration of Trust of AIM Variable Insurance Funds (Invesco Variable Insurance Funds) (the “Trust”) amends, effective April 30, 2021, the Fourth Amended and Restated Agreement and Declaration of Trust of the Trust dated as of April 11, 2017, as amended (the “Agreement”).

AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS) AMENDED AND RESTATED MASTER INVESTMENT ADVISORY AGREEMENT
Master Investment Advisory Agreement • April 29th, 2021 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds) • Texas

THIS AMENDED AND RESTATED MASTER INVESTMENT ADVISORY AGREEMENT (“Agreement”) is made this 1st day of July, 2020, by and between AIM Variable Insurance Funds (Invesco Variable Insurance Funds), a Delaware business trust (the “Trust”) with respect to its series of shares shown on Appendix A attached hereto, as the same may be amended from time to time, and Invesco Advisers, Inc., a Delaware corporation (the “Adviser”), and amends and restates the prior Agreement between the Trust with respect to its series of shares shown on Appendix A attached hereto, and the Adviser dated May 1, 2000, as amended to date.

AMENDMENT NO. 23 TO THIRD AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES AGREEMENT
Master Administrative Services Agreement • April 29th, 2021 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

This Amendment (the “Amendment”) effective April 30, 2020, 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. 33 TO MASTER INVESTMENT ADVISORY AGREEMENT
Master Investment Advisory Agreement • April 29th, 2021 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

This amendment effective as of April 30, 2020, 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.

AMENDED AND RESTATED MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS
Master Intergroup Sub • April 29th, 2021 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds) • Texas

This AMENDED AND RESTATED MASTER INTERGROUP SUB-ADVISORY CONTRACT (“Contract”) is made as of the 1st day of July, 2020, by and among Invesco Advisers, Inc. (the “Adviser”) 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”), and amends and restates the prior Contract between the Adviser and the Sub-Advisers dated May 1, 2008, as amended to date.

AMENDMENT NO. 1 TO THE FOURTH AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES AGREEMENT
Master Administrative Services Agreement • April 29th, 2021 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

This Amendment, effective April 30, 2021, amends the Fourth Amended and Restated Master Administrative Services Agreement (the “Agreement”), dated July 1, 2020, by and between Invesco Advisers, Inc., a Delaware corporation (the “Administrator”) and AIM Variable Insurance Funds (Invesco Variable Insurance Funds), a Delaware statutory trust (the “Trust”) is hereby amended as follows:

AMENDMENT NO. 4 TO FOURTH AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)
Agreement and Declaration • April 29th, 2021 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

This Amendment No. 4 (the “Amendment”) to the Fourth Amended and Restated Agreement and Declaration of Trust of AIM Variable Insurance Funds (Invesco Variable Insurance Funds) (the “Trust”) amends, effective, April 30, 2020, the Fourth Amended and Restated Agreement and Declaration of Trust of the Trust dated as of April 11, 2017, as amended (the “Agreement”).

FOURTH AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES AGREEMENT
Master Administrative Services Agreement • April 29th, 2021 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds) • Texas

This FOURTH AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES AGREEMENT (“Agreement”) is made this 1st day of July, 2020, by and between Invesco Advisers, Inc., a Delaware corporation (the “Administrator”) and AIM Variable Insurance Funds (Invesco Variable Insurance Funds), a Delaware business trust (the “Trust”) with respect to the separate series set forth in Appendix A to this Agreement, as the same may be amended from time to time (the “Portfolios”), and amends and restates the prior Agreement between the Administrator and the Trust with respect to the separate series set forth in Appendix A to this Agreement, dated July 1, 2006, as amended to date.

AMENDMENT NO. 5 TO FOURTH AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)
Agreement and Declaration • April 29th, 2021 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

This Amendment No. 5 (the “Amendment”) to the Fourth Amended and Restated Agreement and Declaration of Trust of AIM Variable Insurance Funds (Invesco Variable Insurance Funds) (the “Trust”) amends, effective April 30, 2021, the Fourth Amended and Restated Agreement and Declaration of Trust of the Trust dated as of April 11, 2017, as amended (the “Agreement”).

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