0000950123-11-093331 Sample Contracts

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AMENDMENT NO. 12 TO MASTER INVESTMENT ADVISORY AGREEMENT
Master Investment Advisory Agreement • October 31st, 2011 • Aim Counselor Series Trust (Invesco Counselor Series Trust)
MERGERS
Aim Counselor Series Trust (Invesco Counselor Series Trust) • October 31st, 2011

On October 27, 2010, the Board of Trustees of AIM Counselor Series Trust (Invesco Counselor Series Trust) ("ACST") approved an Agreement and Plan of Reorganization (the "Agreement"). On April 14, 2011, at a Joint Special Meeting for shareholders of Invesco Fundamental Value Fund (the "Target Fund"), an investment portfolio of ACST, shareholders approved the Agreement that provided for the combination of the Target Fund with Invesco Van Kampen Growth and Income Fund (the "Acquiring Fund"), an investment portfolio of ACST (the "Reorganization"). Pursuant to the Agreement, on May 23, 2011, all of the assets of the Target Fund were transferred to the Acquiring Fund. The Acquiring Fund assumed all of the liabilities of the Target Fund and ACST issued Class A, Class B, Class C and Class Y shares of the Acquiring Fund to the Target Fund's Class A, Class B, Class C and Class Y shareholders, respectively. The total value of the Acquiring Fund shares of each class that shareholders received in t

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