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Stradley Ronon Stevens & Young, LLP
2005 Market Street
Suite 2600
Philadelphia, PA 19103
Telephone 215.564.8000
Fax 215.564.8120
www.stradley.com
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Christopher C Scarpa
cscarpa@stradley.com
215.564.8106
April 30, 2020
Boards of Trustees, AIM Variable Insurance Funds (Invesco Variable Insurance Funds)
11 Greenway Plaza, Suite 1000, Houston, TX 77046
11 Greenway Plaza, Suite 1000, Houston, TX 77046
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Re:
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Agreement and Plan of Reorganization (“Agreement”) adopted as of February 14, 2020 by and among (i) each of the Invesco open-end
registered investment companies identified as a Target Entity on Exhibit A hereto (each a “Target Entity”) separately, where applicable, on behalf of its respective series identified on Exhibit A hereto (each a “Target Fund”); (ii) each of
the Invesco open-end registered investment companies identified as an Acquiring Entity on Exhibit A hereto (each an “Acquiring Entity”), separately on behalf of its respective series identified on Exhibit A hereto (each an “Acquiring Fund”);
and (iii) Invesco Advisers, Inc. (“IAI”)
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Ladies and Gentlemen:
You have requested our opinion as to certain federal income tax consequences of the Reorganization set forth on Exhibit A, attached hereto, of the Target Fund, pursuant to which: (i) the Acquiring Fund
will acquire the Assets and Liabilities of the Target Fund in exchange for the corresponding class or classes of shares (as applicable) of the Acquiring Fund of equal value to the net assets of the Target Fund being acquired, and (ii) the Target Fund
will distribute such shares of the Acquiring Fund to shareholders of the corresponding class of the Target Fund, in connection with the liquidation of the Target Fund, all upon the terms and conditions of the Agreement (the “Reorganization”).
Capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Agreement.
In rendering our opinion, we have reviewed and relied upon: (a) a copy of the executed Agreement, dated as of February 14, 2020; (b) the Proxy Statement/Prospectus provided to shareholders of the Target
Fund dated February 24, 2020; (c) certain representations concerning the Reorganization made to us by the Acquiring Entity, on behalf of the Acquiring Fund, and the Target Entity, on behalf of the Target Fund, in a letter dated April 30, 2020 (the
“Representation Letter”); (d) all other documents, financial and other reports and corporate minutes we deemed
Philadelphia, PA • Harrisburg, PA • Malvern, PA • Cherry Hill, NJ • Wilmington, DE • Washington, DC • New York, NY • Chicago, IL
A Pennsylvania Limited Liability Partnership
April 30, 2020
Page 2
relevant or appropriate; and (e) such statutes, regulations, rulings and decisions as we deemed material in rendering this opinion.
For purposes of this opinion, we have assumed that the Target Fund on the Closing Date of the Reorganization satisfies, and immediately following the Closing Date of the Reorganization, the Acquiring
Fund will continue to satisfy, the requirements of Subchapter M of the Code, for qualification as regulated investment companies.
Based on the foregoing, and provided the Reorganization is carried out in accordance with the applicable laws of the State of Delaware, the terms of the Agreement and the statements in the Representation
Letter for the Target Fund and the Acquiring Fund, it is our opinion that for federal income tax purposes:
1. The acquisition by the Acquiring Fund of substantially all of the Assets of the Target Fund, as provided for in the
Agreement, in exchange for the Acquiring Fund shares and the assumption by the Acquiring Fund of the Liabilities of the Target Fund, followed by the distribution by the Target Fund to its shareholders of the Acquiring Fund shares in complete
liquidation of the Target Fund, will qualify as a reorganization within the meaning of Section 368(a)(1) of the Code, and the Target Fund and the Acquiring Fund each will be a “party to the reorganization” within the meaning of Section 368(b) of
the Code.
2. No gain or loss will be recognized by the Target Fund upon the transfer of substantially all of its Assets to, and
assumption of its Liabilities by, the Acquiring Fund in exchange solely for the Acquiring Fund shares pursuant to Section 361(a) and Section 357(a) of the Code.
3. No gain or loss will be recognized by the Acquiring Fund upon the receipt by it of substantially all of the Assets of the
Target Fund in exchange solely for the assumption of the Liabilities of the Target Fund and issuance of the Acquiring Fund shares pursuant to Section 1032(a) of the Code.
4. No gain or loss will be recognized by the Target Fund upon the distribution of the Acquiring Fund shares by the Target Fund
to its shareholders in complete liquidation of the Target Fund pursuant to Section 361(c)(1) of the Code.
5. The tax basis of the Assets of the Target Fund received by the Acquiring Fund will be the same as the tax basis of such
Assets in the hands of the Target Fund immediately prior to the transfer pursuant to Section 362(b) of the Code.
6. The holding periods of the Assets of the Target Fund in the hands of the Acquiring Fund will include the periods during
which such Assets were held by the Target Fund pursuant to Section 1223(2) of the Code.
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7. No gain or loss will be recognized by the shareholders of the Target Fund upon the exchange of all of their Target Fund
shares for the Acquiring Fund shares (including fractional shares to which they may be entitled), pursuant to Section 354(a) of the Code.
8. The aggregate tax basis of the Acquiring Fund shares to be received by each shareholder of the Target Fund (including
fractional shares to which they may be entitled) will be the same as the aggregate tax basis of the Target Fund shares exchanged therefor pursuant to Section 358(a)(1) of the Code.
9. The holding period of the Acquiring Fund shares received by a shareholder of the Target Fund (including fractional shares to
which they may be entitled) will include the holding period of the Target Fund shares exchanged therefor, provided that the shareholder held such Target Fund shares as a capital asset on the date of the Reorganization pursuant to Section 1223(1) of
the Code.
10. For purposes of Section 381 of the Code, the Acquiring Fund will succeed to and take into account, as of the date of the
transfer as defined in Section 1.381(b)-1(b) of the regulations issued by the United States Department of the Treasury (the “Income Tax Regulations”), the items of the Target Fund described in Section 381(c) of the Code as if there had been no
Reorganization, subject to the conditions and limitations specified in Sections 381, 382, 383 and 384 of the Code, if applicable, and the Income Tax Regulations promulgated thereunder.
Notwithstanding anything to the contrary herein, we express no opinion as to the effect of the Reorganization on the Target Fund, the Acquiring Fund or any Target Fund shareholders with respect to any
asset (including without limitation any stock held in a passive foreign investment company as defined in Section 1297(a) of the Code or any contract described in Section 1256(b) of the Code) as to which any unrealized gain or loss is required to be
recognized for federal income tax purposes at the end of a taxable year (or on the termination or transfer thereof) regardless of whether such transfer would otherwise be a nonrecognition transaction under the Code.
Our opinion is based upon the Code, the applicable Income Tax Regulations, the present positions of the Internal Revenue Service (the “Service”) as are set forth in published revenue rulings and revenue
procedures, present administrative positions of the Service, and existing judicial decisions, all of which are subject to change either prospectively or retroactively. We do not undertake to make any continuing analysis of the facts or relevant law
following the date of the Reorganization.
Our opinion is conditioned upon the performance by the Acquiring Entity, on behalf of the Acquiring Fund, and the Target Entity, on behalf of the Target Fund, of the undertakings in the Agreement and the
Representation Letter. Except as expressly set forth above, we express no other opinion to any party as to the tax consequences, whether federal, state, local or foreign, with respect to (i) the Reorganization or any transaction related to or
contemplated by such
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Reorganization (or incident thereto) or (ii) the effect, if any, of the Reorganization on any other transaction and/or the effect, if any, of any such other transaction on the Reorganization.
We hereby consent to the use of this opinion as an exhibit to the registration statement of the Acquiring Fund on Form N-14, and any amendments thereto, covering the registration of the Acquiring Fund
Shares under the Securities Act of 1933, as amended, to be issued in the Reorganization.
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Very truly yours,
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/s/ Stradley Ronon Stevens & Young, LLP
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Stradley Ronon Stevens & Young, LLP
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EXHIBIT A
CHART OF REORGANIZATIONS
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ACQUIRING FUND (AND SHARE CLASSES) AND ACQUIRING ENTITY
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TARGET FUND (AND TARGET SHARE CLASSES) AND TARGET ENTITY
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CLOSING DATE
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Invesco Oppenheimer V.I. Discovery Mid Cap Growth Fund, a series of AIM Variable Insurance Funds (Invesco Variable Insurance Funds)
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Invesco V.I. Mid Cap Growth Fund, a series of AIM Variable Insurance Funds (Invesco Variable Insurance Funds)
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April 30, 2020
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Series I
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Series I
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Series II
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Series II
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Exhibit A, Page 1