0000950123-10-090074 Sample Contracts

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MERGERS
Agreement and Plan of Reorganization • September 29th, 2010 • Aim Counselor Series Trust (Invesco Counselor Series Trust)

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 Balanced Fund (the "Fund"), shareholders approved the Agreement that provided for the combination of the Fund with Invesco Balanced 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, and Class Y shares of the Acquiring Fund to the Fund's Class I sharehol

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