0000950123-10-082372 Sample Contracts

AMENDMENT NO.4
Aim Counselor Series Trust (Invesco Counselor Series Trust) • August 30th, 2010
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AMENDMENT NO. 10
Master Investment Advisory Agreement • August 30th, 2010 • Aim Counselor Series Trust (Invesco Counselor Series Trust)
MERGERS
Aim Counselor Series Trust (Invesco Counselor Series Trust) • August 30th, 2010

On December 1, 2009, the Board of Trustees of AIM Counselor Series Trust (Invesco Counselor Series Trust) (formerly known as AIM Counselor Series Trust ("ACST") approved an Agreement and Plan of Reorganization (the "Agreement"). On May 11, 2010, at a Special Meeting for shareholders of Morgan Stanley Equally-Weighted S&P 500 Fund (the "Fund"), shareholders approved the Agreement that provided for the combination of the Fund with Invesco Equally-Weighted S&P 500 Fund, (the "Acquiring Fund"), an investment portfolio of ACST (the "Reorganization"). Pursuant to the Agreement, on June 1, 2010, all of the assets of the Fund were transferred to the Acquiring Fund. The Acquiring Fund assumed all of the liabilities of the Fund, and ACST issued Class A shares of the Acquiring Fund to the Fund's Class A shareholders, Class B shares of the Acquiring Fund to the Fund's Class B shareholders, Class C shares of Acquiring Fund to the Fund's Class C shareholders, Class R shares of the Acquiring Fund to

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