EX-99.D.1.C

EX-99.D.1.C 3 d196332dex99d1c.htm EX-99.D.1.C EX-99.D.1.C

AMENDMENT NO. 2

TO THE AMENDED AND RESTATED

MASTER INVESTMENT ADVISORY AGREEMENT OF

AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)

This Amendment, effective as of August 2, 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”).

W I T N E S S E T H:

WHEREAS, the parties desire to amend the Agreement to add Invesco V.I. S&P 500 Buffer Fund – March, Invesco V.I. S&P 500 Buffer Fund – June, Invesco V.I. S&P 500 Buffer Fund – September, Invesco V.I. S&P 500 Buffer Fund – December, Invesco V.I. NASDAQ 100 Buffer Fund – March, Invesco V.I. NASDAQ 100 Buffer Fund – June, Invesco V.I. NASDAQ 100 Buffer Fund – September and Invesco V.I. NASDAQ 100 Buffer Fund – December;

NOW, THEREFORE, the parties agree that:

Appendix A and Appendix B to the Agreement are hereby deleted in their entirety and replaced with the following:

“APPENDIX A

FUNDS AND EFFECTIVE DATES



Name of Fund		Effective Date of Advisory Agreement
Invesco V.I. Oppenheimer International Growth Fund		May 24, 2019

Invesco V.I. American Franchise Fund		February 12, 2010

Invesco V.I. American Value Fund		February 12, 2010

Invesco V.I. Balanced-Risk Allocation Fund		January 7, 2011

Invesco V.I. Capital Appreciation Fund		May 24, 2019

Invesco V.I. Comstock Fund		February 12, 2010

Invesco V.I. Conservative Balanced Fund		May 24, 2019

Invesco V.I. Core Bond Fund		May 24, 2019

Invesco V.I. Core Equity Fund		May 1, 2000

Invesco V.I. Core Plus Bond Fund		May 1, 2000

Invesco V.I. Discovery Mid Cap Growth Fund		May 24, 2019

Invesco V.I. Diversified Dividend Fund		February 12, 2010

Invesco V.I. Equally-Weighted S&P 500 Fund		February 12, 2010

Invesco V.I. Equity and Income Fund		February 12, 2010

Invesco V.I. Global Core Equity Fund		February 12, 2010

Invesco V.I. Global Fund		May 24, 2019

Invesco V.I. Global Real Estate Fund		April 30, 2004

Invesco V.I. Global Strategic Income Fund		May 24, 2019

Invesco V.I. Government Money Market Fund		May 1, 2000



Invesco V.I. Government Securities Fund		May 1, 2000

Invesco V.I. Growth and Income Fund		February 12, 2010

Invesco V.I. Health Care Fund		April 30, 2004

Invesco V.I. High Yield Fund		May 1, 2000

Invesco V.I. International Growth Fund		May 1, 2000

Invesco V.I. Main Street Fund^®		May 24, 2019

Invesco V.I. Main Street Mid Cap Fund		September 10, 2001

Invesco V.I. Main Street Small Cap Fund		May 24, 2019

Invesco V.I. S&P 500 Index Fund		February 12, 2010

Invesco V.I. S&P 500 Buffer Fund – March		September 7, 2021

Invesco V.I. S&P 500 Buffer Fund – June		September 7, 2021

Invesco V.I. S&P 500 Buffer Fund – September		September 7, 2021

Invesco V.I. S&P 500 Buffer Fund – December		September 7, 2021

Invesco V.I. NASDAQ 100 Buffer Fund – March		September 7, 2021

Invesco V.I. NASDAQ 100 Buffer Fund – June		September 7, 2021

Invesco V.I. NASDAQ 100 Buffer Fund – September		September 7, 2021

Invesco V.I. NASDAQ 100 Buffer Fund – December		September 7, 2021

Invesco V.I. Small Cap Equity Fund		September 1, 2003

Invesco V.I. Technology Fund		April 30, 2004

Invesco V.I. U.S. Government Money Portfolio		May 24, 2019

APPENDIX B

COMPENSATION TO THE ADVISOR

The Trust shall pay the Adviser, out of the assets of each Fund, as full compensation for all services rendered, an advisory fee for such Funds as set forth below. Such fee shall be calculated by applying the following annual rates to the average daily net assets of such Funds for the calendar year computed in the manner used for the determination of the net asset value of shares of such Funds.

Invesco Oppenheimer V.I. International Growth Fund*


Net Assets	Annual Rate
First $250 million		1.000	%
Next $250 million		0.900	%
Next $500 million		0.850	%
Over $1 billion		0.820	%

Invesco V.I. American Franchise Fund


Net Assets	Annual Rate
First $250 million		0.695	%
Next $250 million		0.67	%
Next $500 million		0.645	%
Next $550 million		0.62	%
Next $3.45 billion		0.60	%
Next $250 million		0.595	%
Next $2.25 billion		0.57	%
Next $2.5 billion		0.545	%
Over $10 billion		0.52	%

Invesco V.I. American Value Fund


Net Assets	Annual Rate
First $250 million		0.695	%
Next $250 million		0.67	%
Next $500 million		0.645	%
Next $1.5 billion		0.62	%
Next $2.5 billion		0.595	%
Next $2.5 billion		0.57	%
Next $2.5 billion		0.545	%
Over $10 billion		0.52	%

Invesco V.I. Balanced-Risk Allocation Fund


Net Assets	Annual Rate*
First $250 million		0.95	%
Next $250 million		0.925	%
Next $500 million		0.90	%
Next $1.5 billion		0.875	%
Next $2.5 billion		0.85	%
Next $2.5 billion		0.825	%
Next $2.5 billion		0.80	%
Over $10 billion		0.775	%

To the extent Invesco V.I. Balanced-Risk Allocation Fund invests its assets in Invesco Cayman Commodity Fund IV Ltd., a direct wholly-owned subsidiary of Invesco V.I. Balanced-Risk Allocation Fund, the Adviser shall not collect the portion of the advisory fee that the Adviser would otherwise be entitled to collect from Invesco V.I. Balanced-Risk Allocation Fund, in an amount equal to 100% of the advisory fee that the Adviser receives from Invesco Cayman Commodity Fund IV Ltd.

Invesco V.I. Capital Appreciation Fund^*


Net Assets	Annual Rate
First $200 million		0.750	%
Next $200 million		0.720	%
Next $200 million		0.690	%
Next $200 million		0.660	%
Next $200 million		0.600	%
Over $1 billion		0.580	%

Invesco V.I. Comstock Fund

Invesco V.I. Growth and Income Fund


Net Assets	Annual Rate
First $500 million		0.60	%
Over $500 million		0.55	%

Invesco V.I. Conservative Balanced Fund*


Net Assets	Annual Rate
First $200 million		0.750	%
Next $200 million		0.720	%
Next $200 million		0.690	%
Next $200 million		0.660	%
Over $800 million		0.600	%

Invesco V.I. Core Bond Fund*


Net Assets	Annual Rate
First $1 billion		0.600	%
Over $1 billion		0.500	%

Invesco V.I. Core Equity Fund


Net Assets	Annual Rate
First $250 million		0.65	%
Over $250 million		0.60	%

Invesco V.I. Core Plus Bond Fund


Net Assets	Annual Rate
First $500 million		0.450	%
Next $500 million		0.425	%
Next $1.5 billion		0.400	%
Next $2.5 billion		0.375	%
Over $5 billion		0.350	%

Invesco V.I. Discovery Mid Cap Growth Fund*


Net Assets	Annual Rate
First $200 million		0.750	%
Next $200 million		0.720	%
Next $200 million		0.690	%
Next $200 million		0.660	%
Next $700 million		0.600	%
Over $1.5 billion		0.580	%

^*	The advisory fee payable by the Fund shall be reduced by any amounts paid by such Fund under the Administrative Services Agreement between such Fund and Invesco Advisers, Inc.

Invesco V.I. Diversified Dividend Fund


Net Assets	Annual Rate
First $250 million		0.545	%
Next $750 million		0.42	%
Next $1 billion		0.395	%
Over $2 billion		0.37	%

Invesco V.I. Equity and Income Fund


Net Assets	Annual Rate
First $150 million		0.50	%
Next $100 million		0.45	%
Next $100 million		0.40	%
Over $350 million		0.35	%

Invesco V.I. Global Core Equity Fund


Net Assets	Annual Rate
First $1 billion		0.67	%
Next $500 million		0.645	%
Next $1 billion		0.62	%
Next $1 billion		0.595	%
Next $1 billion		0.57	%
Over $4.5 billion		0.545	%

Invesco V.I. Global Fund*


Net Assets	Annual Rate
First $200 million		0.750	%
Next $200 million		0.720	%
Next $200 million		0.690	%
Next $200 million		0.660	%
Next $4.2 billion		0.600	%
Over $5 billion		0.580	%

Invesco V.I. Global Strategic Income Fund*


Net Assets	Annual Rate**
First $200 million		0.750	%
Next $200 million		0.720	%
Next $200 million		0.690	%
Next $200 million		0.660	%
Next $200 million		0.600	%
Next $4 billion		0.500	%
Over $5 billion		0.480	%

To the extent Invesco Oppenheimer Global Strategic Income Fund invests its assets in Invesco Oppenheimer Global Strategic Income Fund (Cayman) Ltd., a direct wholly-owned subsidiary of Invesco Oppenheimer Global Strategic Income Fund, the Adviser shall not collect the portion of the advisory fee that the Adviser would otherwise be entitled to collect from Invesco Oppenheimer Global Strategic Income Fund, in an amount equal to 100% of the advisory fee that the Adviser receives from Invesco Oppenheimer Global Strategic Income Fund (Cayman) Ltd.

Invesco V.I. Government Money Market Fund


Net Assets	Annual Rate
All Assets		0.15	%

Invesco V.I. Government Securities Fund


Net Assets	Annual Rate
First $250 million		0.50	%
Over $250 million		0.45	%

Invesco V.I. Health Care Fund

Invesco V.I. Global Real Estate Fund

Invesco V.I. Technology Fund


Net Assets	Annual Rate
First $250 million		0.75	%
Next $250 million		0.74	%
Next $500 million		0.73	%
Next $1.5 billion		0.72	%
Next $2.5 billion		0.71	%
Next $2.5 billion		0.70	%
Next $2.5 billion		0.69	%
Over $10 billion		0.68	%

Invesco V.I. High Yield Fund


Net Assets	Annual Rate
First $200 million		0.625	%
Next $300 million		0.55	%
Next $500 million		0.50	%
Over $1 billion		0.45	%

Invesco V.I. International Growth Fund


Net Assets	Annual Rate
First $250 million		0.75	%
Over $250 million		0.70	%

Invesco V.I. Main Street Fund^®*

Invesco V.I. Main Street Small Cap Fund^®*


First $200 million	0.750	%
Next $200 million	0.720	%
Next $200 million	0.690	%
Next $200 million	0.660	%
Next $200 million	0.600	%
Next $4 billion	0.580	%
Over $5 billion	0.560	%

Invesco V.I. Main Street Mid Cap Fund


Net Assets	Annual Rate
First $500 million		0.725	%
Next $500 million		0.700	%
Next $500 million		0.675	%
Over $1.5 billion		0.65	%

Invesco V.I. S&P 500 Index Fund

Invesco V.I. Equally-Weighted S&P 500 Fund


Net Assets	Annual Rate
First $2 billion		0.12	%
Over $2 billion		0.10	%

Invesco V.I. S&P 500 Buffer Fund – March

Invesco V.I. S&P 500 Buffer Fund – June

Invesco V.I. S&P 500 Buffer Fund – September

Invesco V.I. S&P 500 Buffer Fund – December

Invesco V.I. NASDAQ 100 Buffer Fund – March

Invesco V.I. NASDAQ 100 Buffer Fund – June

Invesco V.I. NASDAQ 100 Buffer Fund – September

Invesco V.I. NASDAQ 100 Buffer Fund – December


Net Assets	Annual Rate
First $2B		0.42	%
Over $2B		0.40	%

Invesco V.I. Small Cap Equity Fund


Net Assets	Annual Rate
First $250 million		0.745	%
Next $250 million		0.73	%
Next $500 million		0.715	%
Next $1.5 billion		0.70	%
Next $2.5 billion		0.685	%
Next $2.5 billion		0.67	%
Next $2.5 billion		0.655	%
Over $10 billion		0.64	%

Invesco V.I. U.S. Government Money Portfolio*


Net Assets	Annual Rate
First $500 million		0.450	%
Next $500 million		0.425	%
Next $500 million		0.400	%
Over $1.5 billion		0.375	%”

In all other respects, the Agreement is hereby confirmed and remains in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed in duplicate by their respective officers on the day and year first written above.


INVESCO ADVISERS, INC.

By:		/s/ Jeffrey H. Kupor
		Jeffrey H. Kupor
		Senior Vice President & Secretary

AIM VARIABLE INSURANCE FUNDS
(INVESCO VARIABLE INSURANCE FUNDS)

By:		/s/ Jeffrey H. Kupor
		Jeffrey H. Kupor
		Secretary, Senior Vice President and
		Chief Legal Officer